exv4w1






Exhibit 4.1




 




MGM RESORTS INTERNATIONAL



10% Senior Notes due 2016



INDENTURE



Dated as of October 28, 2010



U.S. BANK NATIONAL ASSOCIATION



Trustee



 








 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 
	SECTION 1.01. DEFINITIONS
	 	 	1	 
	SECTION 1.02. OTHER DEFINITIONS
	 	 	10	 
	SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT
	 	 	10	 
	SECTION 1.04. RULES OF CONSTRUCTION
	 	 	10	 
	 
	 	 	 	 
	ARTICLE II THE NOTES
	 	 	 	 
	SECTION 2.01. FORM AND DATING
	 	 	11	 
	SECTION 2.02. EXECUTION AND AUTHENTICATION
	 	 	12	 
	SECTION 2.03. REGISTRAR, PAYING AGENT AND DEPOSITARY
	 	 	12	 
	SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST
	 	 	12	 
	SECTION 2.05. HOLDER LISTS
	 	 	13	 
	SECTION 2.06. TRANSFER AND EXCHANGE
	 	 	13	 
	SECTION 2.07. REPLACEMENT NOTES
	 	 	23	 
	SECTION 2.08. OUTSTANDING NOTES
	 	 	23	 
	SECTION 2.09. INTENTIONALLY OMITTED
	 	 	24	 
	SECTION 2.10. TEMPORARY NOTES
	 	 	24	 
	SECTION 2.11. CANCELLATION
	 	 	24	 
	SECTION 2.12. DEFAULTED INTEREST
	 	 	24	 
	SECTION 2.13. CUSIP, ISIN OR COMMON CODE NUMBERS
	 	 	25	 
	SECTION 2.14. ISSUANCE OF ADDITIONAL NOTES
	 	 	25	 
	 
	 	 	 	 
	ARTICLE III REDEMPTION
	 	 	 	 
	SECTION 3.01. OPTIONAL REDEMPTION
	 	 	26	 
	SECTION 3.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE
	 	 	27	 
	SECTION 3.03. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED
	 	 	27	 
	SECTION 3.04. NOTICE OF REDEMPTION
	 	 	27	 
	SECTION 3.05. DEPOSIT OF REDEMPTION PRICE
	 	 	28	 
	SECTION 3.06. NOTES PAYABLE ON REDEMPTION DATE
	 	 	28	 
	SECTION 3.07. NOTES REDEEMED IN PART
	 	 	28	 
	SECTION 3.08. MANDATORY DISPOSITION OF NOTES PURSUANT TO GAMING LAWS
	 	 	28	 
	 
	 	 	 	 
	ARTICLE IV COVENANTS
	 	 	 	 
	SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST
	 	 	29	 
	SECTION 4.02. REPORTS
	 	 	29	 
	SECTION 4.03. OFFICER’S CERTIFICATE AS TO COMPLIANCE
	 	 	30	 
	SECTION 4.04. MAINTENANCE OF OFFICE OR AGENCY
	 	 	30	 
	SECTION 4.05. MONEY FOR NOTES; PAYMENTS TO BE HELD IN TRUST
	 	 	30	 
	SECTION 4.06. CORPORATE EXISTENCE
	 	 	31	 
	SECTION 4.07. WAIVER OF CERTAIN COVENANTS
	 	 	32	 
	SECTION 4.08. GUARANTEE
	 	 	32	 
	SECTION 4.09. GAMING APPROVALS
	 	 	33	 
	SECTION 4.10. LIMITATION ON LIENS
	 	 	33	 
	SECTION 4.11. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS
	 	 	34	 
	 
	 	 	 	 
	ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 	 
	SECTION 5.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS
	 	 	35	 
	SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES
	 	 	 	 
	SECTION 6.01. EVENTS OF DEFAULT
	 	 	36	 
	SECTION 6.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
	 	 	37	 
	 
	 	 	 	 
	 -i- 






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 6.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE
	 	 	37	 
	SECTION 6.04. TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	38	 
	SECTION 6.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT SECURITIES
	 	 	39	 
	SECTION 6.06. APPLICATION OF MONEY COLLECTED
	 	 	39	 
	SECTION 6.07. LIMITATION ON SUITS
	 	 	39	 
	SECTION 6.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST
	 	 	40	 
	SECTION 6.09. RESTORATION OF RIGHTS AND REMEDIES
	 	 	40	 
	SECTION 6.10. RIGHTS AND REMEDIES CUMULATIVE
	 	 	40	 
	SECTION 6.11. DELAY OR OMISSION NOT WAIVER
	 	 	40	 
	SECTION 6.12. CONTROL BY HOLDERS
	 	 	40	 
	SECTION 6.13. WAIVER OF PAST DEFAULTS
	 	 	41	 
	SECTION 6.14. UNDERTAKING FOR COSTS
	 	 	41	 
	SECTION 6.15. WAIVER OF STAY OR EXTENSION LAWS
	 	 	41	 
	SECTION 6.16. DISQUALIFIED HOLDERS
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VII TRUSTEE
	 	 	 	 
	SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES
	 	 	42	 
	SECTION 7.02. NOTICE OF DEFAULTS
	 	 	43	 
	SECTION 7.03. CERTAIN RIGHTS OF TRUSTEE
	 	 	43	 
	SECTION 7.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES
	 	 	44	 
	SECTION 7.05. MAY HOLD NOTES
	 	 	44	 
	SECTION 7.06. MONEY HELD IN TRUST
	 	 	45	 
	SECTION 7.07. COMPENSATION AND REIMBURSEMENT
	 	 	45	 
	SECTION 7.08. DISQUALIFICATION; CONFLICTING INTERESTS
	 	 	45	 
	SECTION 7.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
	 	 	45	 
	SECTION 7.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
	 	 	46	 
	SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR
	 	 	47	 
	SECTION 7.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
	 	 	47	 
	SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	47	 
	SECTION 7.14. APPOINTMENT OF AUTHENTICATING AGENT
	 	 	47	 
	SECTION 7.15. PAYING AGENT; REGISTRAR
	 	 	48	 
	SECTION 7.16. REPORTS BY TRUSTEE
	 	 	49	 
	 
	 	 	 	 
	ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	 	 
	SECTION 8.01. SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	50	 
	SECTION 8.02. APPLICATION OF TRUST MONEY
	 	 	51	 
	SECTION 8.03. APPLICABILITY OF ARTICLE
	 	 	51	 
	SECTION 8.04. DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS
	 	 	51	 
	SECTION 8.05. DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST
	 	 	53	 
	SECTION 8.06. REPAYMENT TO COMPANY
	 	 	53	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	 	 
	SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
	 	 	53	 
	SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
	 	 	54	 
	SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES
	 	 	55	 
	SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	55	 
	SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT
	 	 	55	 
	SECTION 9.06. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES
	 	 	55	 
	 
	 	 	 	 
	ARTICLE X NOTE GUARANTEES
	 	 	 	 
	SECTION 10.01. GUARANTEE
	 	 	55	 
	 
	 	 	 	 
	 -ii- 






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 10.02. EXECUTION AND DELIVERY OF GUARANTEE
	 	 	56	 
	SECTION 10.03. LIMITATION OF SUBSIDIARY GUARANTOR’S LIABILITY
	 	 	57	 
	SECTION 10.04. CONTRIBUTION
	 	 	57	 
	SECTION 10.05. RIGHTS UNDER THE GUARANTEE
	 	 	57	 
	SECTION 10.06. PRIMARY OBLIGATIONS
	 	 	58	 
	SECTION 10.07. WAIVERS
	 	 	58	 
	SECTION 10.08. RELEASES
	 	 	58	 
	SECTION 10.09. NO ELECTION
	 	 	58	 
	SECTION 10.10. FINANCIAL CONDITION OF THE COMPANY
	 	 	59	 
	SECTION 10.11. CONSOLIDATION, MERGER, ETC., ONLY ON CERTAIN TERMS
	 	 	59	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	 	 
	SECTION 11.01. TRUST INDENTURE ACT CONTROLS
	 	 	60	 
	SECTION 11.02. NOTICES
	 	 	60	 
	SECTION 11.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS
	 	 	60	 
	SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT
	 	 	61	 
	SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION
	 	 	61	 
	SECTION 11.06. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR
	 	 	61	 
	SECTION 11.07. BUSINESS DAYS
	 	 	61	 
	SECTION 11.08. GOVERNING LAW
	 	 	62	 
	SECTION 11.09. NO RECOURSE AGAINST OTHERS
	 	 	62	 
	SECTION 11.10. SUCCESSORS
	 	 	62	 
	SECTION 11.11. MULTIPLE ORIGINALS
	 	 	62	 
	SECTION 11.12. TABLE OF CONTENTS; HEADINGS
	 	 	62	 
	SECTION 11.13. SEVERABILITY
	 	 	62	 
	SECTION 11.14. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS
	 	 	62	 
	SECTION 11.15. NO PARENT LIABILITY
	 	 	62	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A — FORM OF GLOBAL NOTE
	 	 	 	 
	EXHIBIT B — FORM OF CERTIFICATE OF TRANSFER
	 	 	 	 
	EXHIBIT C — FORM OF CERTIFICATE OF EXCHANGE
	 	 	 	 
	EXHIBIT D — FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	 	 	 	 
	EXHIBIT E — FORM OF GUARANTEE ENDORSEMENT
	 	 	 	 
	EXHIBIT F — FORM OF JOINDER
	 	 	 	 
	EXHIBIT G — FORM OF TRANSFERABILITY CERTIFICATE
	 	 	 	 
	 
	 	 	 	 
	 -iii- 











 









 








CROSS-REFERENCE TABLE*




	 	 	 	 	 
	TIA Section	 	Indenture Section
	310	(a)(1)	 	7.09

	 	(a	)(2)	 	7.09

	 	(a	)(3)	 	N.A.

	 	(a	)(4)	 	N.A.

	 	(a	)(5)	 	7.09

	 	(b	)	 	7.08

	 	(c	)	 	N.A.

	311	(a)	 	7.13

	 	(b	)	 	7.13

	 	(c	)	 	N.A.

	312	(a)	 	2.05

	 	(b	)	 	11.03

	 	(c	)	 	11.03

	313	(a)	 	7.17

	 	(b	)(1)	 	7.17

	 	(b	)(2)	 	7.17

	 	(c	)	 	7.17; 11.02

	 	(d	)	 	7.17

	314	(a)	 	4.02

	 	(b	)	 	N.A.

	 	(c	)(1)	 	11.04

	 	(c	)(2)	 	11.04

	 	(c	)(3)	 	N.A.

	 	(d	)	 	N.A.

	 	(e	)	 	11.05

	 	(f	)	 	N.A.

	315	(a)	 	7.01

	 	(b	)	 	7.02; 11.01

	 	(c	)	 	7.01

	 	(d	)	 	7.01

	 	(e	)	 	6.14

	316	(a)(last sentence)	 	2.08

	 	(a	)(1)(A)	 	6.12

	 	(a	)(1)(B)	 	6.13

	 	(a	)(2)	 	N.A.

	 	(b	)	 	6.08

	 	(c	)	 	N.A.

	317	(a)(1)	 	6.03

	 	(a	)(2)	 	6.04

	 	(b	)	 	2.04

	318	(a)	 	11.01

	 	(b	)	 	N.A.

	 	(c	)	 	1.03







 





N.A. means not applicable.





	 	 	 
	*	 	This Cross Reference-Table is not part of the Indenture.





-iv-



 









 





     INDENTURE dated as of October 28, 2010, among MGM RESORTS INTERNATIONAL (f/k/a MGM MIRAGE), a
Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto, and U.S. BANK
NATIONAL ASSOCIATION (the “Trustee”), having its Corporate Trust Office at 60 Livingston Avenue,
St. Paul, MN 55107-1419.



     Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of (i) the Company’s 10% Senior Notes due 2016 issued on the Closing
Date (the “Initial Notes”), (ii) any Additional Notes (as defined herein) that may be issued on any
other Issue Date and (iii) if and when issued pursuant to the Registration Rights Agreement (as
defined herein), any Exchange Notes (as defined herein) or Private Exchange Notes (as defined
herein) issued in exchange for Initial Notes or Additional Notes (all such Notes in clauses (i),
(ii) and (iii) being referred to collectively as the “Notes”):



ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




     SECTION 1.01. DEFINITIONS.



     “Additional Interest” has the meaning set forth in the Registration Rights Agreement.



     “Additional Notes” means Notes issued in accordance with Section 2.14.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”) as used with respect to any Person
means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by agreement or otherwise.



     “Agent” means any Registrar, Paying Agent, co-registrar or additional paying agent.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange at the relevant time.



     “Attributable Debt” with respect to any Sale and Lease-Back Transaction that is subject to the
restrictions under Section 4.11 means the present value of the minimum rental payments called for
during the terms of the lease (including any period for which such lease has been extended),
determined in accordance with GAAP, discounted at a rate that, at the inception of the lease, the
lessee would have incurred to borrow over a similar term the funds necessary to purchase the leased
assets.



     “Authenticating Agent” has the meaning specified in Section 7.14.



     “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for
the relief of debtors.



     “Beneficiaries” means the Holders of the Notes and the Trustee.



     “Board of Directors” means, with respect to any Person, the Board of Directors (or any similar
governing body) of such Person, or unless the context otherwise requires, any authorized committee
of the Board of Directors (or such body) of such Person. Unless otherwise specified, “Board of
Directors” means the Board of Directors of the Company.



     “Board Resolution” means, with respect to the Company, a duly adopted resolution of the Board
of Directors of the Company.



 









 





     “Broker-Dealer” means any broker-dealer that receives Exchange Notes for its own account in
any Registered Exchange Offer in exchange for Notes that were acquired by such broker-dealer as a
result of market-making or other trading activities.



     “Business Day” means any day which is not a Saturday, a Sunday or a legal holiday or a day on
which banking institutions or trust companies in Nevada or New York are authorized or obligated by
law to close.



     “Clearstream” means Clearstream Banking, société anonyme, Luxembourg.



     “Closing Date” means October 28, 2010.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Commission” means the U.S. Securities and Exchange Commission or any successor agency.



     “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor Person.



     “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by the Chairman of the Board of Directors, the President or an Executive or
Senior Vice President and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.



     “Consolidated Net Tangible Assets” means the total amount of assets (including investments in
Joint Ventures) the Company and its Subsidiaries (less applicable depreciation, amortization and
other valuation reserves) after deducting therefrom (a) all current liabilities of the Company and
its Subsidiaries (excluding (i) the current portion of long-term Indebtedness, (ii) intercompany
liabilities and (iii) any liabilities which are by their terms renewable or extendible at the
option of the obligor thereon to a time more than 12 months from the time as of which the amount
thereof is being computed) and (b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and any other like intangibles of the Company and its Subsidiaries, all as set
forth on the consolidated balance sheet of the Company for the most recently completed fiscal
quarter for which financial statements are available and computed in accordance with GAAP.



     “Corporate Trust Office” means the office of the Trustee specified in Section 11.02 or any
other office specified by the Trustee from time to time pursuant to such Section.



     “corporation” means a corporation, association, company or business trust.



     “Credit Facility” means the Sixth Amended and Restated Loan Agreement, dated as of March 16,
2010, among the Company, as Borrower, and Detroit, as Co-Borrower, the Lenders therein named, and
Bank of America, N.A., as Administrative Agent (and their successors and assigns from time to time
party thereto), including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, as amended, modified, renewed, extended, refunded,
replaced or refinanced, in whole or in part, from time to time.



     “Default” means any event that, with the passage of time or the giving of notice or both,
would be an Event of Default.



     “Defaulted Interest” has the meaning specified in Section 2.12.



     “Definitive Note” means one or more certificated Notes registered in the name of the Holder
thereof, issued in accordance with Section 2.06, and in the form of Exhibit A hereto.



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the person specified in or pursuant to Section 2.03 as the Depositary with respect to the
Notes, until a successor shall have



-2-









 




been appointed and become such pursuant to the applicable provisions of this Indenture, and
thereafter, “Depositary” means or includes such successor.




     “Detroit” means MGM Grand Detroit, LLC, a Delaware limited liability company.



     “Discharged” has the meaning specified in Section 8.04.



     “Disqualified Holder” has the meaning specified in Section 3.08.



     “Distribution Compliance Period” means the 40-day Distribution Compliance Period provided for
in Regulation S.



     “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United
States that, at the time of payment, is legal tender for the payment of public and private debts.



     “Euroclear” means Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear
system.



     “Event of Default” has the meaning specified in Section 6.01.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exchange Notes” means, if and when issued pursuant to an Exchange Offer Registration
Statement as provided in the Registration Rights Agreement, Notes of the Company registered under
the Securities Act issued in exchange for Initial or Additional Notes with terms substantially
identical in all material respects to the Initial Notes or Additional Notes for which such Notes
were exchanged.



     “Exchange Offer” means the exchange offer of the Exchange Notes for the Notes as provided in
the Registration Rights Agreement.



     “Exchange Offer Registration Statement” means a registration statement in respect of Exchange
Notes prepared pursuant to the Registration Rights Agreement.



     “Excluded Subsidiary” means Detroit and its Subsidiaries (including MGM Grand Detroit II,
LLC), M3 Nevada Insurance Company, MGMM Insurance Company, MGM Resorts Macau, LLC, Nevada Landing
Partnership (until Illinois Gaming Approval is obtained), other subsidiaries that may from time to
time become Excluded Subsidiaries under the Indenture (if, among other conditions, such other
subsidiaries are not guarantors of the Company’s other Indebtedness and are not subject to any
covenants in, or liens securing, the Credit Facility or the Existing Senior Notes), and the
Company’s non-U.S. Subsidiaries whose only tangible assets are located in foreign nations and their
U.S. holding companies, including, among others, MGM Grand (International) Pte, Ltd, MGM Grand
(Macau) Limited, MGM Resorts China Holdings Ltd., MGM MIRAGE Hospitality Development (LLC) (Dubai),
MGM MIRAGE Hospitality Development (LLC) (Abu Dhabi), MGM MIRAGE Hospitality Holdings, LLC, MGM
MIRAGE Hospitality International Holdings, Ltd., MGM MIRAGE Hospitality Management LLC (Abu Dhabi),
MGM Resorts Macau, Ltd., MGM Resorts International Marketing Ltd., MGM Resorts International
Holdings, Ltd., MGM Grand Macau Ltd., MGM Mirage Hospitality (Suzhou) Ltd., MGM MIRAGE (Beijing)
Hospitality Services Co. Ltd., MGM Hospitality India Private Ltd. and MGM Macau, Ltd., provided
such holding companies have no other assets or operations and provided that, except for Detroit to
the extent of any amounts of proceeds of borrowings under the Credit Facility made available to
Detroit and except for Nevada Landing Partnership until such time as the Illinois Gaming Approval
is obtained or the Company ceases to use best efforts to obtain the Illinois Gaming Approval, if
any Excluded Subsidiary becomes subject to the covenants in the Credit Facility applicable to the
Subsidiary Guarantors or grants any Liens to secure the Credit Facility, or if any Excluded
Subsidiary Guarantees or grants any Liens to secure any of the Existing Senior Notes, such Excluded
Subsidiary will thereafter not be an Excluded Subsidiary.



     “Existing Senior Notes” means (i) the Company’s 6.75% senior notes due 2012, (ii) the
Company’s 6.75% senior notes due 2013, (iii) the Company’s 13% senior secured notes due 2013, (iv)
the Company’s 10.375% senior



-3-









 




secured notes due 2014, (v) the Company’s 5.875% senior notes due 2014, (vi) the Company’s
6.625% senior notes due 2015, (vii) the Company’s 6.875% senior notes due 2016, (viii) the
Company’s 7.50% senior notes due 2016, (ix) the Company’s 7.625% senior notes due 2017, (x) the
Company’s 11.375% senior notes due 2018 and (xi) the Mandalay Notes.




     “Existing Senior Secured Notes” means (i) the Company’s 13% senior secured notes due 2013,
(ii) the Company’s 10.375% senior secured notes due 2014, (iii) the Company’s 11.125% senior
secured notes due 2017 and (iv) the Company’s 9% senior secured notes due 2020.



     “Existing Senior Unsecured Notes” means Existing Senior Notes other than Existing Senior
Secured Notes.



     “Funded Debt” means all Indebtedness of the Company’s or any Subsidiary Guarantor which (i)
matures by its terms on, or is renewable at the option of any obligor thereon to, a date more than
one year after the date of original issuance of such Indebtedness and (ii) ranks at least pari
passu with the Notes or the applicable Subsidiary Guarantee.



     “GAAP” means generally accepted accounting principles in the United States of America as in
effect from time to time, including those set forth in the Financial Accounting Standards Board’s
“Accounting Standards Codification” as may be amended from time to time.



     “Gaming Authority” means the Nevada Gaming Commission, the Nevada State Gaming Control Board,
the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the
Michigan Gaming Control Board, the Detroit City Council, the Mississippi Gaming Commission, the
Illinois Gaming Board or any similar commission or agency which has, or may at any time after the
date of this Indenture have, jurisdiction over the gaming activities of the Company or a Subsidiary
(other than an Excluded Subsidiary) of the Company or any successor thereto.



     “Gaming Laws” means the gaming laws of a jurisdiction or jurisdictions to which the Company or
a Subsidiary of the Company is, or may at any time after the date of this Indenture be, subject.



     “Gaming Licenses” means every material license, permit, franchise, registration or other
material approval held by, or issued at any time after the date of this Indenture, to the Company
or any of its Subsidiaries authorizing the Company or any of its Subsidiaries to own, lease,
operate or otherwise conduct or manage gaming in any state or jurisdiction.



     “Global Note Legend” means the legend set forth in Section 2.06(f)(ii), which is required to
be placed on all Global Notes issued under this Indenture.



     “Global Notes” means one or more Notes in the form attached hereto as Exhibit A issued under
this Indenture that is deposited with or on behalf of and registered in the name of the Depositary
or its nominee.



     “Guarantee” has the meaning specified in Section 10.01.



     “Guaranteed Obligations” has the meaning specified in Section 10.01.



     “Holder” means the Person in whose name a Note is registered on the Registrar’s books.



     “IAI Global Note” means one or more Global Notes bearing the Private Placement Legend that
will be issued in an aggregate principal amount equal to the aggregate principal amount of Initial
Notes that may be resold to Institutional Accredited Investors on any Issue Date.



     “Illinois Gaming Approval” means the granting of all necessary approvals by the Illinois
Gaming Board for Nevada Landing Partnership to guarantee the Notes.



-4-









 





     “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or
otherwise become liable for or with respect to, or become responsible for, the payment of,
contingently or otherwise, such Indebtedness; provided that the accrual of interest shall not be
considered an Incurrence of Indebtedness.



     “Indebtedness” of any Person means (i) any indebtedness of such Person, contingent or
otherwise, in respect of borrowed money (whether or not the recourse of the lender is to the whole
of the assets of such Person or only to a portion thereof), or evidenced by notes, bonds,
debentures or similar instruments or letters of credit, or representing the balance deferred and
unpaid of the purchase price of any property, including any such indebtedness Incurred in
connection with the acquisition by such Person or any of its Subsidiaries of any other business or
entity, if and to the extent such indebtedness would appear as a liability upon a balance sheet of
such Person prepared in accordance with GAAP, including for such purpose obligations under capital
leases and (ii) any guarantee, endorsement (other than for collection or deposit in the ordinary
course of business), discount with recourse, or any agreement (contingent or otherwise) to
purchase, repurchase or otherwise acquire or to supply or advance funds with respect to, or to
become liable with respect to (directly or indirectly) any indebtedness, obligation, liability or
dividend of any Person, but shall not include indebtedness or amounts owed for compensation to
employees, or for goods or materials purchased, or services utilized, in the ordinary course of
business of such Person. For purposes of this definition of Indebtedness, a “capitalized lease”
shall be deemed to mean a lease of real or personal property which, in accordance with GAAP, is
required to be capitalized.



     “Indenture” means this Indenture as amended or supplemented from time to time.



     “Indirect Participant” means an entity that, with respect to any Depositary, clears through or
maintains a direct or indirect, custodial relationship with a Participant.



     “Initial Purchasers” means Banc of America Securities LLC and those parties listed as initial
purchasers in the Purchase Agreement.



     “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that is not also a QIB.



     “Interest Payment Date” with respect to any Note means May 1 and November 1 of each year,
commencing May 1, 2011, provided that if such Interest Payment Date is not a Business Day, interest
due on such Interest Payment Date shall be payable on the next succeeding Business Day.



     “Issue Date” means, in respect of Initial Notes of any series, the Closing Date or other date
on which Initial Notes of such series are originally issued under this Indenture.



     “Joint Venture” means any partnership, corporation or other entity, in which up to and
including 50% of the partnership interests, outstanding voting stock or other equity interests is
owned, directly or indirectly, by the Company and/or one or more of its Subsidiaries.



     “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Notes for use by such Holders in connection with a Registered Exchange Offer.



     “Lien” means any mortgage, pledge, hypothecation, assignment, deposit, arrangement,
encumbrance, security interest, lien (statutory or otherwise), or preference, priority or other
security or similar agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing); provided that in no event shall an
operating lease be deemed to constitute a Lien.



     “Mandalay” means Mandalay Resort Group, a Nevada corporation.



     “Mandalay Notes” means (i) Mandalay Resort Group’s 6.375% Senior Notes due 2011; (ii) Mandalay
Resort Group’s Floating Rate Convertible Senior Debentures due 2033; (iii) Mandalay Resort Group’s
7.0% Debentures due 2036; and (iv) Mandalay Resort Group’s 6.7% Debentures due 2096.



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     “Maturity” when used with respect to any Note means the date on which the principal of such
Note or an installment of principal becomes due and payable as therein or herein provided, whether
at the Stated Maturity or by declaration of acceleration, call for redemption, repayment or
otherwise.



     “Maturity Date” means November 1, 2016.



     “Mirage” means Mirage Resorts, Incorporated, a Nevada corporation.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Nevada Landing Partnership” means Nevada Landing Partnership, an Illinois partnership.



     “Non-recourse Indebtedness” means Indebtedness the terms of which provide that the lender’s
claim for repayment of such Indebtedness is limited solely to a claim against the property which
secures such Indebtedness.



     “Non-U.S. Person” means any Person other than a U.S. Person.



     “Note Register” means a register (the registers maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes collectively referred
to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Notes and of transfers and exchanges of Notes
which the Company shall cause to be kept at the Corporate Trust Office of the Trustee (or at the
appropriate office of any other Registrar appointed hereunder).



     “Notes” has the meaning stated in the recital of this Indenture and more particularly means
any Notes authenticated and delivered under this Indenture. From and after the issuance of any
Additional Notes (but not for purposes of determining whether such issuance is permitted
hereunder), “Notes” shall include such Additional Notes for purposes of this Indenture from time to
time issued with respect to any Initial Notes that constitute such Additional Notes. All Notes,
including any such Additional Notes, shall vote together as one series of Notes under this
Indenture.



     “Notes Custodian” or “Custodian” means the custodian with respect to any Global Note (as
appointed by the Depositary), or any successor entity thereto covered in 2.03.



     “Obligations” means any principal, interest, premium, if any, penalties, fees,
indemnifications, reimbursements, expenses, damages or other liabilities or amounts payable under
the documentation governing or otherwise in respect of any Indebtedness.



     “Offering Memorandum” means the offering memorandum dated October 25, 2010 relating to the
issuance of $500,000,000 aggregate principal amount of Initial Notes.



     “Officers” means any of the following: the Chairman of the Board of Directors, the Chief
Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, an
Executive or Senior Vice President, the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company or a Subsidiary
Guarantor.



     “Officers’ Certificate” means a certificate signed on behalf of the Company by the Chairman of
the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief
Operating Officer, the President or an Executive or Senior Vice President and by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary of the Company or on behalf of the Subsidiary Guarantor by an Officer of such Subsidiary
Guarantor and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel to the Company
(including an employee of the Company).



     “Outstanding Notes” has the meaning set forth in Section 2.08.



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     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to
DTC, shall include Euroclear and Clearstream).



     “Payment” means, with respect to the Notes and Guarantees, any payment, whether in cash or
other assets or property, of interest, principal, premium, Additional Interest or any other amount
on, of or in respect of the Notes, any other acquisition of Notes and any deposit into the trust
described in Article VIII. The verb “pay” has a correlative meaning.



     “Person” means any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, estate, unincorporated organization or government
or any agency or political subdivision thereof or any other entity.



     “Place of Payment” when used with respect to the Notes means the Corporate Trust Office of the
Trustee or such other location as may be established under Section 4.04.



     “Predecessor Note” of any particular Note means every previous Note evidencing all or a
portion of the same debt as that evidenced by such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 2.07 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.



     “Principal Property” means any real estate or other physical facility or depreciable asset or
securities the net book value of which on the date of determination exceeds the greater of $25
million and 2% of Consolidated Net Tangible Assets.



     “Private Placement Legend” means the legend set forth in Section 2.06(f)(i) to be placed on
all Notes issued under this Indenture except where specifically stated otherwise by the provisions
of this Indenture.



     “Purchase Agreement” means the Purchase Agreement dated October 25, 2010 for the purchase of
$500,000,000 principal amount of Initial Notes among the Company, the Subsidiary Guarantors and the
Initial Purchasers as such agreement may be amended, modified or supplemented from time to time in
accordance with the terms thereof.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Redemption Date” means the date fixed for redemption of any Note pursuant to this Indenture.



     “Redemption Price” has the meaning specified in Section 3.01.



     “Registered Exchange Offer” means an offer made by the Company pursuant to an Exchange Offer
Registration Statement under the Securities Act to exchange Exchange Notes for outstanding Initial
Notes or Additional Notes substantially identical in all material respects to such Initial Notes or
Additional Notes (except for the differences provided for therein).



     “Registration Rights Agreement” means (i) with respect to the Initial Notes, the Registration
Rights Agreement dated as of October 28, 2010, among the Company, the Subsidiary Guarantors and the
Initial Purchasers, as such agreement may be amended, modified, or supplemented from time to time
in accordance with the terms thereof, and (ii) with respect to any Additional Notes, one or more
registration rights agreements among the Company, the Subsidiary Guarantors and the other parties
thereto, as such agreements may be amended, modified, or supplemented from time to time in
accordance with the terms thereof, relating to the rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.



     “Regular Record Date” for the interest payable on the Notes on any Interest Payment Date means
the April 15 or October 15 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date.



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     “Regulation S” means Regulation S promulgated under the Securities Act, as it may be amended
from time to time, and any successor provision thereto.



     “Regulation S Global Note” means one or more Global Notes issued in an aggregate principal
amount equal to the aggregate principal amount of the Initial Notes sold in reliance on Rule 903 of
Regulation S on any Issue Date.



     “Restricted Definitive Note” means one or more Definitive Notes issued under this Indenture
bearing the Private Placement Legend.



     “Restricted Global Note” means one or more Global Notes bearing the Private Placement Legend,
issued under this Indenture; provided, that in no case shall an Exchange Note issued in accordance
with this Indenture and the terms of any Registration Rights Agreement be a Restricted Global Note.



     “Restricted Notes” means Global Notes and Definitive Notes issued under this Indenture that
bear or are required to bear the Private Placement Legend.



     “Rule 144A” means Rule 144A promulgated under the Securities Act, as it may be amended from
time to time, and any successor provision thereto.



     “Rule 144A Global Note” means one or more Global Notes bearing the Private Placement Legend
that will be issued in an aggregate principal amount equal to the aggregate principal amount of the
Initial Notes to be resold by the Initial Purchasers in reliance on Rule 144A on any Issue Date.



     “Sale and Lease-Back Transaction” means any arrangement with a person (other than the Company
or any of its Subsidiaries), or to which any such person is a party, providing for the leasing to
the Company or any of its Subsidiaries for a period of more than three years of any Principal
Property which has been or is to be sold or transferred by the Company or any of its Subsidiaries
to such person, or to any other person (other than the Company or any of its Subsidiaries) to which
funds have been or are to be advanced by such person on the security of the leased property.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Shelf Registration Statement” means a shelf registration statement prepared pursuant to the
Registration Rights Agreement in respect of Initial Notes not previously registered for sale to the
public under the Securities Act.



     “Significant Subsidiary” means, with respect to any Person, any Subsidiary of that Person that
would be a “significant subsidiary” as defined in Article I, Rule 1 02 of Regulation S-X,
promulgated pursuant to the Securities Act of 1933, as amended, as such Regulation is in effect on
the date hereof.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 2.12.



     “Stated Maturity” when used with respect to any Note or any payment of principal thereof or
premium thereon or interest thereon means the date specified in such Note or in this Indenture, as
the date on which the principal of such Note or such payment of principal, premium or interest is
due and payable.



     “Subsidiary” of any specified Person means any corporation, partnership or limited liability
company of which at least a majority of the outstanding stock (or other equity interests) having by
the terms thereof ordinary voting power for the election of directors (or the equivalent) of such
Person (irrespective of whether or not at the time stock (or other equity interests) of any other
class or classes of such Person shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned by such Person, or by one or more
other Subsidiaries, or by such Person and one or more other Subsidiaries.



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     “Subsidiary Guarantor” means (i) each Subsidiary of the Company identified as a Subsidiary
Guarantor on the signature pages hereof and (ii) each other Subsidiary of the Company that becomes
a Subsidiary Guarantor in accordance with Section 4.08 or by executing a supplemental indenture in
which such Subsidiary agrees to be bound by the terms of this Indenture as a Subsidiary Guarantor,
together with their permitted successors and assigns provided that if the Guarantee of a Subsidiary
Guarantor is withdrawn or cancelled pursuant to Section 4.08(b), such Person shall no longer be a
Subsidiary Guarantor hereunder.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the
date of this Indenture, except as stated in Section 9.03.



     “Transferability Certificate” means the Transferability Certificate set forth as Exhibit G
hereto, or another certificate acceptable to the Trustee.



     “Treasury Securities” mean any obligations issued or guaranteed by the United States
government or any agency thereof.



     “Trust Officer” means, when used with respect to the Trustee or Paying Agent, any officer
within the corporate trust department of the Trustee or Paying Agent, as applicable, including any
vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer
or any other officer of the Trustee or Paying Agent who customarily performs functions similar to
those performed by the persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this
Indenture.



     “Trustee” means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor.



     “Uniform Commercial Code” means the Nevada Uniform Commercial Code as in effect from time to
time.



     “United States” means the United States of America (including the States and the District of
Columbia), its territories and possessions and other areas subject to its jurisdiction.



     “Unrestricted Definitive Note” means one or more Definitive Notes issued under this Indenture
that do not bear and are not required to bear the Private Placement Legend.



     “Unrestricted Global Note” means one or more Global Notes issued under this Indenture
representing a series of Notes that does not bear and is not required to bear the Private Placement
Legend.



     “Unrestricted Note” means any Unrestricted Definitive Note or Unrestricted Global Note.



     “U.S. Depositary” means Depository Trust Company or any other clearing agency registered under
the Exchange Act, as amended, or any successor thereto, which shall in either case be the U.S.
Depositary designated in the form of Note attached as Exhibit A hereto until a successor U.S.
Depositary shall have become such pursuant to the applicable provisions of this Indenture, and
thereafter “U.S. Depositary” shall mean or include each Person who is then a U.S. Depositary
hereunder.



     “U.S. Government Obligations” has the meaning specified in Section 8.04.



     “U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act.



     “Vice President” includes, with respect to the Company, any Executive or Senior Vice President
and includes, with respect to the Trustee, any Vice President, whether or not designated by a
number or word or words added before or after the title “Vice President.”



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     SECTION 1.02. OTHER DEFINITIONS.



	 	 	 
	Term	 	Defined in Section
	“Adjusted Treasury Rate”
	 	3.01
	“Authentication Order”
	 	2.02
	“Comparable Treasury Issue”
	 	3.01
	“Comparable Treasury Price”
	 	3.01
	“covenant defeasance option”
	 	8.04
	“DTC”
	 	2.03
	“Funding Guarantor”
	 	10.04
	“Independent Investment Banker”
	 	3.01
	“Initial Notes”
	 	Preamble
	“legal defeasance option”
	 	8.04
	“Notice of Default”
	 	6.01
	“Paying Agent”
	 	2.03
	“Private Exchange
	 	2.06(i)(ii)
	“Private Exchange Notes
	 	2.06(i)(ii)
	“protected purchaser”
	 	2.07
	“Reference Treasury Dealer”
	 	3.01
	“Reference Treasury Dealer Quotations”
	 	3.01
	“Registrar”
	 	2.03
	“Remaining Life”
	 	3.01
	“Transaction Documents”
	 	11.15






     SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.



     This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by
reference in and made a part of this Indenture. The following TIA terms have the following
meanings:



     “indenture securities” means the Notes.



     “indenture security holder” means a Holder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Company, each Subsidiary Guarantor and any
other obligor on the Notes.



     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the meanings assigned to them by
such definitions.



     SECTION 1.04. RULES OF CONSTRUCTION.



     Unless the context otherwise requires:



     (1) a term has the meaning assigned to it;



     (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP and all financial calculations and determinations contemplated by this Indenture shall be made
in conformity with GAAP as in effect as of the Closing Date;



     (3) “or” is not exclusive;



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     (4) “including” means “including without limitation”;



     (5) words in the singular include the plural and words in the plural include the singular;



     (6) the principal amount of any non-interest bearing or other discount security at any date
shall be the principal amount thereof that would be shown on a balance sheet of the Company dated
such date prepared in accordance with GAAP and accretion of principal on such security shall not be
deemed to be the incurrence of Debt;



     (7) all references to “principal” of the Notes include redemption price and purchase price and
all references to “interest” on the Notes include Additional Interest, if any, as well as interest
accruing after the commencement of a proceeding under Title 11, U.S. Code or any similar federal or
state law for the relief of debtors (including post-petition interest), whether or not allowed or
allowable as a claim in any such proceeding;



     (8) all exhibits are incorporated by reference herein and expressly made a part of this
Indenture;



     (9) all references to articles, sections and exhibits (and subparts thereof) are to this
Indenture; and



     (10) all references to statutes or rules (or their subparts) include replacement or successor
provisions.



ARTICLE II

THE NOTES




     SECTION 2.01. FORM AND DATING.



     (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule, usage or this Indenture. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000.



     The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company, any Subsidiary Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.



     (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A
attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of
Interests in the Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions or transfers of beneficial interests from one Global Note to another Global Note. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes
Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder or
beneficial owner thereof as required by Section 2.06.



     (c) Form of Initial Notes, Etc. All Initial Notes are being or will be offered and sold by
the Initial Purchasers only (i) to QIBs (in which case they will be evidenced by a Rule 144A Global
Note) or (ii) in reliance on Regulation S under the Securities Act (in which case they will be
evidenced by a Regulation S Global Note). After such initial offers and sales, Initial Notes that
are evidenced by Restricted Global Notes or Restricted Definitive Notes may also be transferred to
Institutional Accredited Investors (in which case they shall be evidenced by Definitive Notes or by
an IAI Global Note). All Additional Notes issued after the Closing Date shall be issued in such



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form, and shall be permitted to be resold, as shall be provided in the related Officers’
Certificate required by Section 2.14.




     SECTION 2.02. EXECUTION AND AUTHENTICATION.



     The Notes shall be executed on behalf of the Company by its Chairman of the Board of
Directors, its President, one of its Executive or Senior Vice Presidents or Chief Executive
Officers or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers may be manual or facsimile.



     If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated
by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note
has been authenticated under this Indenture. The Trustee shall, upon a written order of the
Company signed by an Officer (an “Authentication Order”), authenticate and, if requested therein,
deliver (i) Initial Notes for original issuance up to the aggregate principal amount stated in such
Authentication Order in such form as may be provided therein or in this Indenture, (ii) in
accordance with Section 2.06(i)(i), Exchange Notes, (iii) in accordance with Section 2.06(i)(ii),
Private Exchange Notes and (iv) Additional Notes; provided, that the aggregate principal amount of
Notes outstanding at any time may not exceed $500,000,000, except in accordance with Section 2.14.
The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Company.



     SECTION 2.03. REGISTRAR, PAYING AGENT AND DEPOSITARY.



     The Company shall maintain an office or agency in the Borough of Manhattan, the City of New
York, where Notes may be presented for registration of transfer or for exchange (“Registrar”) and
an office or agency where Notes may be presented for payment (“Paying Agent”). Until otherwise
designated by the Company, the Company’s office or agency in New York shall be the office of the
Trustee maintained for such purpose. The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Company shall enter into an appropriate agency
agreement with any Registrar, Paying Agent or other Agent not a party to this Indenture, which
shall incorporate the mandatory terms of the TIA not otherwise excluded hereunder. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Registrar or Paying Agent
may resign at any time upon not less than 10 Business Days’ prior written notice to the Company;
provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee
also resigns as Trustee in accordance with Section 7.10.



     The Company shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar
or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.



     The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Notes Custodian with respect to the Global Notes.



     SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.



     Principal of, premium, if any, and interest on the Notes will be payable at the office of the
Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to
the Holders at their respective addresses set forth in the Note Register; provided, all payments or
principal, premium, if any, and interest with respect to the Notes represented by one or more
Global Notes registered in the name or held by the Depositary shall be made by wire transfer of
immediately available funds to accounts specified by the Holder prior to 10:00 a.m., New York time,
on each due date of the principal and interest on any Note. The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal,
premium or interest on the Notes, and



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shall notify the Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent, and in such event any
such Paying Agent shall have the obligation, to pay all money held by it to the Trustee. The
Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for such money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.




     Any money deposited with any Paying Agent, or then held by the Company or a domestic
Subsidiary in trust for the payment of principal or interest on any Note and remaining unclaimed
for two years after such principal and interest has become due and payable shall be paid to the
Company at its request, or, if then held by the Company or a domestic Subsidiary, shall be
discharged from such trust; and the Holders shall thereafter, as general unsecured creditors, look
only to the Company for payment thereof, and all liability of the Paying Agent with respect to such
money, and all liability of the Company or such permitted Subsidiary as trustee thereof, shall
thereupon cease.



     SECTION 2.05. HOLDER LISTS.



     The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company shall furnish, or shall cause the
Registrar (if other than the Company) to furnish, to the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and, to the extent applicable, the Company shall otherwise comply
with TIA § 312(a).



     SECTION 2.06. TRANSFER AND EXCHANGE.



     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Beneficial interests in Global
Notes will be exchanged by the Company for Definitive Notes, subject to any applicable laws, if (i)
the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to
continue to act as Depositary and a successor Depositary is not appointed by the Company within 90
days after the date of such written notice from the Depositary, or (ii) upon request of the Trustee
or Holders of a majority of the aggregate principal amount of outstanding Notes if there shall have
occurred and be continuing a Default with respect to the Notes; provided that in no event shall any
temporary Note that is a Global Note issued pursuant to Regulation S be exchanged by the Company
for Definitive Notes prior to (A) the expiration of the Distribution Compliance Period and (B) the
receipt by the Registrar of any certificate identified by the Company and its counsel to be
required pursuant to Rule 903 or Rule 904 under the Securities Act. In any such case, the Company
will notify the Trustee in writing that, upon surrender by the Participants and Indirect
Participants of their interests in such Global Note, Definitive Notes will be issued to each Person
that such Participants, Indirect Participants and DTC jointly identify as being the beneficial
owner of the related Notes. Global Notes also may be exchanged or replaced, in whole or in part,
as provided in Sections 2.07 and 2.10. Every Note authenticated and delivered in exchange for, or
in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or
2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global
Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however,
beneficial interests in a Global Note may be transferred and exchanged as provided in Section
2.06(b), (c), (d), (f) or (i).



     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions hereof and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth
in this Indenture to the extent required in order for the Company to comply with the Securities
Act. Transfers and exchanges of beneficial interests in the Global Notes also shall require
compliance with the applicable provisions below:



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          (i) Transfer of Beneficial Interests in the Same Global Note; Transfers of Beneficial
Interests in Unrestricted Global Notes for Interests in Other Unrestricted Global Notes.
Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with
the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior
to the expiration of the Distribution Compliance Period, no transfer of beneficial interests in a
Regulation S Global Note may be made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser) unless permitted by applicable law and made in compliance
with Section 2.06(b)(ii) and (iii) below. Beneficial interests in any Unrestricted Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be required to be delivered to
the Registrar to effect the transfers described in this Section 2.06(b)(i) unless specifically
stated above.



          (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection
with all transfers and exchanges of beneficial interests that are not subject to Section
2.06(b)(i), the transferor of such beneficial interest must deliver to the Registrar either (A) (1)
an order from a Participant or an Indirect Participant given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial
interest in another Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase or (B) (1) an order
from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the
Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above.
Upon consummation of a Registered Exchange Offer or Private Exchange by the Company, the
requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
Registrar of the instructions contained in the Letter of Transmittal or similar document delivered
by the Holder of such beneficial interests in the Restricted Global Notes and the other documents
contemplated by the Registered Exchange Offer or Private Exchange. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee or Notes
Custodian shall adjust the principal amount of the relevant Global Note(s) pursuant to Section
2.06(g).



          (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in
the form of a beneficial interest in another Restricted Global Note if the transfer complies with
the requirements of Section 2.06(b)(ii) and the Registrar receives the following:



               (A) if the transferee will take delivery in the form of a beneficial interest in the Rule 144A
Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;



               (B) if the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof;



               (C) if the transferee will take delivery in the form of a beneficial interest in the IAI
Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications and certificates (including the certificate in the form of Exhibit D
hereto) in item (3)(b) thereof, if applicable; or



               (D) if such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof.



          (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may
be exchanged for a beneficial interest in an Unrestricted Global Note or transferred to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if
the exchange or transfer complies with the requirements of Section 2.06(b)(ii) and:



-14-









 





               (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in
accordance with the Registration Rights Agreement and the Holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in
the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule
144) of the Company;



               (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with
the Registration Rights Agreement and the Registrar receives a certificate from such Holder to such
effect;



               (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or



               (D) the Registrar receives the following: (1) if the Holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in
an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or (2) if the Holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof; and, in each such case set forth in this subparagraph (D) (except in the case of a
transfer contemplated by item (4)(a) or (d) of Exhibit B or by item (4)(b) of Exhibit B in the case
of any transfer after the Distribution Compliance Period), an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act.



     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount
of beneficial interests transferred pursuant to subparagraph (B) or (D) above. Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.



     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.



          (i) Transfer or Exchange of Beneficial Interests in Restricted Global Notes for Restricted
Definitive Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:



               (A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (2)(a) thereof;



               (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A
under the Securities Act, a certificate from such Holder to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;



               (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore
transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from
such Holder to the effect set forth in Exhibit B hereto, including the certifications in item (2)
thereof;



               (D) if such beneficial interest is being transferred to an Institutional Accredited Investor
in reliance on an exemption from the registration requirements of the Securities Act other than
those listed in



-15-









 




subparagraphs (B) through (C) above, a certificate from such Holder to the effect set forth in
Exhibit B hereto, including the certifications required by item (3)(b) thereof, if applicable;




               (E) if such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof; the Trustee shall cause the aggregate principal amount of
the applicable Restricted Global Note to be reduced accordingly pursuant to Section 2.06(g), and
the Company shall execute and, upon receipt of an Authentication Order pursuant to Section 2.02,
the Trustee shall authenticate and deliver to the Person designated in the certificate a Restricted
Definitive Note in the appropriate principal amount. Any Restricted Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)
shall be registered in such name or names and in such authorized denomination or denominations as
the Holder of such beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Restricted
Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.



          (ii) Transfer or Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted
Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to
a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:



               (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in
accordance with the Registration Rights Agreement and the Holder of such beneficial interest, in
the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an “affiliate” (as defined in Rule 144)
of the Company;



               (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with
the Registration Rights Agreement and the Registrar receives a certificate from such Holder to such
effect;



               (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or



               (D) the Registrar receives the following: (1) if the Holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that
does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (1)(b) thereof; or (2) if the Holder of such
beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a Definitive Note that does not bear the
Private Placement Legend, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D)
(except in the case of a transfer contemplated by item (4)(a) or (d) of Exhibit B or by item (4)(b)
of Exhibit B in the case of any transfer after the Distribution Compliance Period), an Opinion of
Counsel in form, and from legal counsel, reasonably acceptable to the Registrar and the Company to
the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.



          (iii) Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for
Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global
Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii), the Trustee shall cause the aggregate principal amount of the applicable Unrestricted
Global Note to be reduced accordingly pursuant to Section 2.06(g), and the Company shall execute
and, upon receipt of an Authentication Order pursuant to Section 2.02, the Trustee shall
authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive
Note in the appropriate principal amount. Any Unrestricted



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Definitive Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or
denominations as the Holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so
registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest in an
Unrestricted Global Note pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement
Legend.




     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.



          (i) Transfer of Exchange of Restricted Definitive Notes for Beneficial Interests in Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation:



               (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item (2)(b) thereof;



               (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule
144A under the Securities Act, a certificate from such Holder to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;



               (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate from such Holder to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;



               (D) if such Restricted Definitive Note is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the Securities Act other
than those listed in subparagraphs (B) through (C) above, a certificate from such Holder to the
effect set forth in Exhibit B, including the certifications required by item 3(b) thereof; or



               (E) if such Restricted Definitive Note is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the
aggregate principal amount of, in the case of clause (A), the appropriate Restricted Global Note,
in the case of clause (B) above, the Rule 144A Global Note, in the case of clause (C) above, the
Regulation S Global Note, and in all other cases, the IAI Global Note.




          (ii) Transfer or Exchange of Restricted Definitive Notes for Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note only if:



               (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or
the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes
or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Company;



               (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with
the Registration Rights Agreement and the Registrar receives a certificate from such Holder to such
effect;



-17-









 





               (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement; or



               (D) the Registrar receives the following: (1) if the Holder of such Restricted Definitive
Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or (2) if the Holder of such Restricted Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D)
(except in the case of a transfer contemplated by item (4)(a) or (d) of Exhibit B or by item (4)(b)
of Exhibit B in the case of any transfer after the Distribution Compliance Period), an Opinion of
Counsel, in form and from legal counsel reasonably acceptable to the Registrar and the Company to
the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. Upon satisfaction of the
conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the
Restricted Definitive Notes so transferred or exchanged and increase or cause to be increased the
aggregate principal amount of the Unrestricted Global Note.



          (iii) Transfer or Exchange of Unrestricted Definitive Notes for Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for
a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at
any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the
applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes.



          (iv) Issuance of Unrestricted Global Notes. If any such exchange or transfer from a
Definitive Note to a beneficial interest in a Global Note is effected pursuant to subparagraphs
(ii)(A), (ii)(B) or (iii) of this Section 2.06(d) at a time when an Unrestricted Global Note has
not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of Definitive Notes so exchanged or
transferred.



     (e) Transfer or Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
2.06(e).



          (i) Transfer of Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Note if the Registrar receives the following:



               (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications
in item (1) thereof;



               (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2)
thereof;



               (C) if such Restricted Definitive Note is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the Securities Act other
than those listed in subparagraphs (A) and (B) above, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications required by item (3)(b)
thereof, if applicable; or



-18-









 





               (D) if such Restricted Definitive Note is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;



          (ii) Transfer or Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes.
Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:



               (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or
the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes
or (3) a Person who is an “affiliate” (as defined in Rule 144) of the Company;



               (B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance
with the Registration Rights Agreement and the Registrar receives a certificate from such Holder to
such effect;



               (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or



               (D) the Registrar receives the following: (1) if the Holder of such Restricted Definitive
Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2)
if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in
each such case set forth in this subparagraph (D) (except in the case of a transfer contemplated by
item (4)(a) or (d) of Exhibit B or by item (4)(b) of Exhibit B in the case of any transfer after
the Distribution Compliance Period), an Opinion of Counsel in form, and from legal counsel,
reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer
is in compliance with the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.



          (iii) Transfer of Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from
the Holder thereof.



     (f) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions hereof.



          (i) Private Placement Legend.



               (A) Except as permitted by Section 2.06(g)(i)(B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in
substantially the following form:




“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:




     (a) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, IS A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE



-19-









 







144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION
WITH RESPECT TO EACH SUCH ACCOUNT, AND




     (b) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE
OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE
RESALE RESTRICTION TERMINATION DATE (AS DEFINED IN THE NEXT PARAGRAPH), EXCEPT:




     (i) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR




     (ii) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE
UNDER THE SECURITIES ACT, OR




     (iii) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, OR




     (iv) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.




THE RESALE RESTRICTION TERMINATION DATE WILL BE THE DATE (1) THAT IS AT LEAST ONE
YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF AND (2) ON WHICH THE COMPANY
INSTRUCTS THE TRUSTEE THAT THIS LEGEND SHALL BE DEEMED REMOVED FROM THIS SECURITY,
IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE INDENTURE RELATING TO THIS
SECURITY.




PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE
COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.”


The Private Placement Legend shall be deemed removed from the face of any Note without further
action of the Company, the Trustee or the Holder of such Note at such time as the Company shall
have delivered a Transferability Certificate executed by an Officer to the Trustee certifying that
the Private Placement Legend can be removed because such Note may be resold to the public in
accordance with Rule 144 without regard to volume, manner of sale or any other restrictions
contained in Rule 144 (other than the holding period requirement in paragraph (d)(1)(ii) of Rule
144 so long as such holding period requirement is satisfied at such time of determination) by
Holders that are not Affiliates of the Company. Concurrently with such deemed removal of the
Private Placement Legend, the CUSIP Number for each Restricted Global Note shall be deemed to be
55303Q AC4.




               (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section
2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private
Placement Legend.



          (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following
form (unless otherwise specified by the Depositary):



     “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO



-20-









 




TRANSFER OF THE NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.”




          (iii) Regulation S Temporary Global Note Legend. Each temporary Note that is a Global Note
issued pursuant to Regulation S shall bear a legend in substantially the following form: THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE. THE HOLDER OF THIS
NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IF IT IS A PURCHASER IN A SALE
THAT OCCURS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OF THE SECURITIES ACT, IT
ACKNOWLEDGES THAT, UNTIL EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE
MEANING OF RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT TO A
U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(k)
UNDER THE SECURITIES ACT.



     (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall
be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, the principal amount of Notes
represented by such other Global Note shall be increased accordingly and an endorsement shall be
made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.



     (h) General Provisions Relating to Transfers and Exchanges.



          (i) The Notes shall be transferable only upon the surrender of a Note for registration of
transfer and in compliance with this Section 2.06. When a Note is presented to the Registrar with
a request to register a transfer, the Registrar shall register the transfer as requested if the
requirements of Section 8-401 of the Uniform Commercial Code and this Section 2.06 are met. When
Notes are presented to the Registrar with a request to exchange them for an equal principal amount
of Notes of other denominations, the Registrar shall make the exchange as requested if the same
requirements are met.



          (ii) To permit registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication
Order.



          (iii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.07 and 9.06).



          (iv) The Registrar shall retain copies of all certificates, Opinions of Counsel, notices and
other written communications received pursuant to this Section 2.06. The Company shall have the
right to inspect and make copies of all such certificates, Opinions of Counsel, notices or other
written communications at any reasonable time upon the giving of reasonable written notice to the
Registrar.



          (v) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange
of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the
same indebtedness, and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.



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          (vi) The Company, Trustee and Registrar shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business on a
Business Day 15 days before the day of any selection of Notes for redemption under Section 3.02
hereof and ending at the close of business on the day of selection, (B) to register the transfer of
or to exchange any Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note
between a record date and the next succeeding interest payment date.



          (vii) Prior to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any,
and interest on such Notes, payment of the redemption price of the Notes and for all other
purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the
contrary.



          (viii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.



          (ix) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile, with an original of such document to be sent promptly thereafter.



          (x) Notwithstanding anything herein to the contrary, as to any certifications and certificates
delivered to the Registrar pursuant to this Section 2.06, the Registrar’s duties shall be limited
to confirming that any such certifications and certificates delivered to it are in the form of
Exhibits B, C and D attached hereto. The Registrar shall not be responsible for confirming the
truth or accuracy of representations made in any such certifications or certificates.



     (i) Exchange Offer; Private Exchange.



          (i) Promptly after the expiration of the Registered Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (A) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the sum of (1) the principal amount of the
beneficial interests in the Restricted Global Notes validly tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that they are entitled to participate under the
Registered Exchange Offer pursuant to the terms thereof, and accepted for exchange in the
Registered Exchange Offer, and (2) the principal amount of Definitive Notes exchanged or
transferred for beneficial interests in Unrestricted Global Notes in connection with the Registered
Exchange Offer pursuant to Section 2.06(d)(ii), and (B) Unrestricted Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted Definitive Notes
accepted for exchange in the Registered Exchange Offer (other than Definitive Notes described in
clause (A)(2) immediately above). Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced
accordingly, and the Company shall execute and, upon receipt of an Authentication Order pursuant to
Section 2.02, the Trustee shall authenticate and deliver to the Persons designated by the Holders
of Definitive Notes so accepted Definitive Notes in the appropriate principal amount.



          (ii) If, upon consummation of a Registered Exchange Offer, any Initial Purchasers hold Initial
Notes (or beneficial interests therein) acquired by them as part of the initial distribution,
simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer,
upon the written request of such Initial Purchasers, the Company shall issue and, upon receipt of
an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate, in
exchange (a “Private Exchange”) for the Initial Notes held by such Initial Purchasers, (A) one or
more Restricted Global Notes in an aggregate principal amount equal to the sum of (1) the principal
amount of the beneficial interests in the Restricted Global Notes validly tendered for acceptance
by such Initial Purchasers and (2) the principal amount of Restricted Definitive Notes being
exchanged or transferred by such Initial Purchasers for beneficial interests in Restricted Global
Notes in connection therewith pursuant to Section 2.06(d)(i) and (B) Restricted Definitive Notes in
an aggregate principal amount equal to the aggregate principal amount of the Restricted Definitive
Notes tendered for exchange by such Initial Purchasers (other than Definitive Notes described in
clause (A)(2) immediately above) (collectively, the “Private Exchange Notes”). Concurrently with
the issuance



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of such Private Exchange Notes, the Trustee shall cause the aggregate principal amount of the
applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and,
upon receipt of an Authentication Order pursuant to Section 2.02, the Trustee shall authenticate
and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount. The Company shall use all commercially reasonable
efforts to cause the Private Exchange Notes to bear the same CUSIP number as the Exchange Notes.




     SECTION 2.07. REPLACEMENT NOTES.



     If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the
Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code
are met, such that the Holder (i) satisfies the Company or the Trustee within a reasonable time
after he has notice of such loss, destruction or wrongful taking and the Registrar does not
register a transfer prior to receiving such notification, (ii) makes such request to the Company or
the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303
of the Uniform Commercial Code (a “protected purchaser”) and (iii) satisfies any other reasonable
requirements of the Trustee and the Company including evidence of the destruction, loss or theft of
the Note. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to
protect the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent, and the Registrar
from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may
charge the Holder for their expenses in replacing a Note including the payment of a sum sufficient
to cover any tax or other governmental charge that may be required. In the event any such
mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay such Note instead of issuing a new Note in
replacement thereof.



     Every replacement Note is an additional obligation of the Company and shall be entitled to all
of the benefits of this Indenture equally and proportionally with all other Notes duly issued
hereunder.



     The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, lost,
destroyed or wrongfully taken Notes.



     SECTION 2.08. OUTSTANDING NOTES.



          Outstanding Notes, means, as of the date of determination, all Notes theretofore authenticated
and delivered under this Indenture, except:



          (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation,
including Notes tendered and exchanged for other securities of the Company;



          (ii) Notes for which payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Notes; provided, however, that if such Notes are to be redeemed, then notice of
such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made and the date for such redemption has passed;



          (iii) Notes, except to the extent provided in Section 8.04, with respect to which the Company
has effected defeasance as provided in Article VIII; and



          (iv) Notes paid pursuant to Section 2.07 and Notes in exchange for or in lieu of which other
Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes
in respect of which there shall have been presented to the Trustee proof satisfactory to it that
such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the
Company;


provided, however, that in determining whether the Holders of the requisite principal amount of
Notes Outstanding have performed any Act hereunder, Notes owned by the Company or any other obligor
upon the Notes or any Affiliate






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of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding
(provided, that in connection with any offer by the Company or any obligor to purchase or exchange
Notes, Notes tendered by a Holder shall be Outstanding until the date of purchase or exchange),
except that, in determining whether the Trustee shall be protected in relying upon any such Act,
only Notes which a Trust Officer of the Trustee actually knows to be so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with
respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes
or any Affiliate of the Company or of such other obligor.




     SECTION 2.09. INTENTIONALLY OMITTED.



     SECTION 2.10. TEMPORARY NOTES.



     Until certificates representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary
Notes shall be substantially in the form of Definitive Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate
Definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall be entitled to
all of the benefits of this Indenture.



     SECTION 2.11. CANCELLATION.



     All Notes surrendered for payment, redemption, transfer or exchange shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee at its Corporate Trust Office. All
Notes so delivered shall be promptly cancelled by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Company has not issued, and all Notes so delivered shall be promptly cancelled
by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section, except as permitted by this Indenture. All cancelled Notes held by
the Trustee shall be delivered to the Company upon Company Request. The acquisition of any Notes
by the Company shall not operate as a redemption or satisfaction of the indebtedness represented
thereby unless and until such Notes are surrendered to the Trustee for cancellation. The Notes
shall not be disposed of until exchanged in full for Definitive Notes or until payment thereon is
made in full.



     SECTION 2.12. DEFAULTED INTEREST.



     (a) Any interest on any Note which is payable but is not punctually paid or duly provided for
on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the registered Holder on the relevant Regular Record Date by virtue of his having been
such registered Holder, and such Defaulted Interest may be paid by the Company, at its election in
each case, as provided in clause (1) or (2) below:



          (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names such Notes (or their respective Predecessor Note) are registered at the close of business on
a special record date (the “Special Record Date”) for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Note and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee prior to 10:00 a.m., New
York City time, an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest. The
Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holders of such
Notes at their addresses as they appear in the Note Register, not less than 15 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having



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been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Notes (or their respective Predecessor Note) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (2).




          (2) The Company may make payment of any Defaulted Interest on Notes in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such Notes may be
listed, and upon such notice as may be required by such exchange, if, after notice is given by the
Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee.



     (b) Subject to the foregoing provisions of this Section, each Note delivered under this
Indenture upon transfer of, in exchange for, or in lieu of, any other Note shall carry the rights
to interest accrued and unpaid, and to accrue, which were carried by such other Note.



     SECTION 2.13. CUSIP, ISIN OR COMMON CODE NUMBERS.



     The Company in issuing the Notes may use “CUSIP,” “ISIN” or “Common Code” numbers (if then
generally in use) and, if so, the Trustee shall use such numbers in notices of redemption or
repurchase as a convenience to Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption or repurchase and that reliance may be placed only on the
other identification numbers printed on the Notes, and any such redemption or repurchase shall not
be affected by any defect in or omission of such numbers. The Company shall promptly notify the
Trustee of any change in “CUSIP”, “ISIN” or “Common Code” numbers.



     SECTION 2.14. ISSUANCE OF ADDITIONAL NOTES.



     If authorized by a Board Resolution, the Company shall be entitled to issue Additional Notes
under this Indenture which shall have substantially identical terms as the Notes, other than with
respect to the date of issuance, issue price, amount of interest payable on the first interest
payment date applicable thereto or upon a registration default as provided under a registration
rights agreement related thereto, if any (and if such Additional Notes shall be issued in the form
of Unrestricted Notes, other than with respect to transfer restrictions); provided that such
issuance shall be made in compliance with this Indenture; provided, however, that no Additional
Notes may be issued at a price that would cause such Additional Notes to have “original issue
discount” within the meaning of Section 1273 of the Code. The Initial Notes issued on the Closing
Date, any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange for
such Initial Notes or Additional Notes shall be treated as a single class for all purposes under
this Indenture.



     With respect to any Additional Notes, the Company shall set forth in an Officers’ Certificate,
a copy of which shall be delivered to the Trustee, or in a supplemental indenture, the following
information:



     (1) the aggregate principal amount of Notes outstanding immediately prior to the issuance of
such Additional Notes;



     (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered
pursuant to this Indenture;



     (3) the issue price and the issue date of such Additional Notes and the amount of interest
payable on the first interest payment date applicable thereto;



     (4) the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such Additional Notes; and



     (5) whether such Additional Notes shall be Restricted Notes, and in which form and pursuant to
which exemptions from the Securities Act they may be issued and resold, or whether they shall be
Unrestricted Notes issued pursuant to a registration statement under the Securities Act.



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ARTICLE III

REDEMPTION




     SECTION 3.01. OPTIONAL REDEMPTION.



     The Notes are redeemable at the option of the Company, in whole or in part at any time at a
redemption price (the “Redemption Price”) equal to the greater of:




	 	•	 	100% of the principal amount thereof; or
	 
	 	•	 	as determined by an Independent Investment Banker, the sum of the present
values of the remaining scheduled payments of principal and interest on the Notes
to be redeemed (not including any portion of such payments of interest accrued to
the Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 50 basis points,




plus, in either of the above cases, accrued and unpaid interest to the Redemption Date on the Notes
to be redeemed.




     “Adjusted Treasury Rate” means, with respect to any Redemption Date:




	 	•	 	the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes yields
on actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before or
after the Remaining Life (as defined below), yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month); or






	 	•	 	if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.





     The Adjusted Treasury Rate shall be calculated by an Independent Investment Banker on the
third Business Day preceding the Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such securities (“Remaining Life”).



     “Comparable Treasury Price” means (1) the average of four Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.



     “Reference Treasury Dealer” means any primary U.S. Government securities dealer in New York
City selected by the Company.



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     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.



     SECTION 3.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.



     The election of the Company to redeem the Notes shall be evidenced by a Board Resolution. The
Company shall, not less than 35 (unless a shorter notice period is acceptable to the Trustee) nor
more than 60 days before the Redemption Date fixed by the Company, notify the Trustee of such
Redemption Date, the Redemption Price, the CUSIP numbers and the principal amount of Notes to be
redeemed.



     SECTION 3.03. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED.



     If less than all the Notes are to be redeemed at the election of the Company, the particular
Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the
Trustee from the Outstanding Notes not previously called for redemption by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Notes or any integral multiple thereof)
of the principal amount of Notes in a denomination larger than the minimum authorized denomination
for Notes pursuant to Section 2.01(a) in the currency in which the Notes are denominated. The
portions of the principal amount of Notes so selected for partial redemption shall be equal to the
minimum authorized denominations for Notes pursuant to Section 2.01(a) in the currency in which the
Notes are denominated or any integral multiple thereof. In any case when more than one Note is
registered in the same name, the Trustee, in its discretion, may treat the aggregate principal
amount so registered as if it were represented by one Note.



     The Trustee shall promptly notify the Company and the U.S. Depositary for the Notes (if other
than itself) in writing of the Notes selected for redemption and, in the case of any Notes selected
for partial redemption, the principal amount thereof to be redeemed.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Notes shall relate, in the case of any Note redeemed or to be
redeemed only in part, to the portion of the principal amount of such Note which has been or is to
be redeemed.



     SECTION 3.04. NOTICE OF REDEMPTION.



     Notice of redemption shall be given by the Company, or at the Company’s written request, by
the Trustee in the name and at the expense of the Company, not less than 30 Business Days and not
more than 60 calendar days prior to the Redemption Date to the Holders of the Notes to be redeemed
pursuant to this Article III, in the manner provided in Section 11.02. Any notice so given shall
be conclusively presumed to have been duly given, whether or not any such Holder receives such
notice. Failure to give such notice, or any defect in such notice to the Holder of any Note, in
whole or in part, shall not affect the sufficiency of any notice of redemption with respect to the
Holder of any other Note.



     All notices of redemption shall identify the Notes to be redeemed (including CUSIP number) and
shall state:



     (a) the Redemption Date,



     (b) the Redemption Price,



     (c) that Notes are being redeemed by the Company pursuant to provisions contained in this
Indenture or the terms of the Notes, together with a brief statement of the facts permitting such
redemption,



     (d) the amount of Outstanding Notes to be redeemed,



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     (e) that on the Redemption Date the Redemption Price will become due and payable upon each
such Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after
said date, and



     (f) the Place or Places of Payment where such Notes are to be surrendered for payment of the
Redemption Price.



     SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.



     On or prior to 10:00 a.m., New York City time, on the Redemption Date for the Notes to be
redeemed, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 4.05) an amount
of money in the currency in which such Notes are denominated sufficient to pay the Redemption Price
of such Notes which are to be redeemed on that date.



     SECTION 3.06. NOTES PAYABLE ON REDEMPTION DATE.



     Notice of redemption having been given as aforesaid, any Notes so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price in the currency in which the Notes
are payable, and from and after such date (unless the Company shall default in the payment of the
Redemption Price) such Notes shall cease to bear interest. Upon surrender of any such Note for
redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption
Price; provided, however, that installments of interest on Notes which have a Stated Maturity on or
prior to the Redemption Date for such Notes shall be payable according to the terms of such Notes
and the provisions of Section 2.04, Section 2.12 and Section 4.05.



     If any Note called for redemption shall not be so paid upon surrender thereof for redemption,
the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at
the rate prescribed therefor in the Note.



     SECTION 3.07. NOTES REDEEMED IN PART.



     Any Note which is to be redeemed only in part shall be surrendered at the Corporate Trust
Office with, if the Company, the U.S. Depositary for the Notes or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company, the U.S.
Depositary for the Notes and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of
like tenor and form, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Note
so surrendered. In the case of a Note providing appropriate space for such notation, at the option
of the Holder thereof, the Trustee, in lieu of delivering a new Note or Notes as aforesaid, may
make a notation on such Note of the payment of the redeemed portion thereof.



     SECTION 3.08. MANDATORY DISPOSITION OF NOTES PURSUANT TO GAMING LAWS.



     Each Holder and beneficial owner, by accepting or otherwise acquiring an interest in the
Notes, shall be deemed to have agreed that if the Gaming Authority of any jurisdiction in which the
Company or any of its Subsidiaries conducts or proposes to conduct gaming activities requires that
a Person who is a Holder or beneficial owner must be licensed, qualified or found suitable under
the applicable Gaming Laws, such Holder or beneficial owner, as the case may be, shall apply for a
license, qualification or a finding of suitability within the required time period in accordance
with such Gaming Laws. If such Person fails to apply or become licensed or qualified or is found
unsuitable (a “Disqualified Holder”), then the Company shall have the right, at its option,
notwithstanding any other provision of this Indenture:



     (i) to require such Person to dispose of its Notes or beneficial interest therein within 30
calendar days of receipt of notice of the Company’s election or such earlier date as may be
requested or prescribed by such Gaming Authority; or



-28-









 





     (ii) to redeem such Notes, which Redemption Date may be less than 30 calendar days following
the notice of redemption if so requested or prescribed by the Gaming Authority, at a redemption
price equal to:



          (1) the lesser of:




     (a) the Person’s cost, plus accrued and unpaid interest, if any, to the earlier
of the Redemption Date or the date of the finding of unsuitability or failure to
comply; and




     (b) 100% of the principal amount thereof, plus accrued and unpaid interest to
the earlier of the Redemption Date or the date of the finding of unsuitability or
failure to comply; or




     (2) such other amount as may be required by applicable Gaming Laws or by order of any
Gaming Authority.



     The Company shall notify the Trustee in writing of any such Disqualified Holder status or
redemption as soon as practicable. The Company shall not be responsible for any costs or expenses
any such Holder or beneficial owner may incur in connection with its application for a license,
qualification or a finding of suitability. Notwithstanding any other provision of this Indenture,
immediately upon the imposition of a requirement to dispose of Notes by a Gaming Authority, such
Person shall, to the extent required by applicable Gaming Laws, have no further right (i) to
exercise, directly or indirectly, through any trustee, nominee or any other person or entity, any
right conferred by such Notes or (ii) to receive any interest, dividends or any other distributions
or payments with respect to such Notes or any remuneration in any form with respect to such Notes
from the Company or the Trustee, except the redemption price.



ARTICLE IV

COVENANTS




     SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.



     The Company covenants and agrees for the benefit of the Notes, that it will duly and
punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with
the terms of the Notes and this Indenture.



     SECTION 4.02. REPORTS.



     (a) Whether or not required by the Commission, so long as any Notes are outstanding, the
Company shall furnish to the Trustee within 15 calendar days after the time periods specified in
the Commission’s rules and regulations:



          (1) all quarterly and annual financial information that would be required to be contained in a
filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms,
including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and, with respect to the annual information only, a report thereon by the Company’s independent
registered public accounting firm; and



          (2) all current reports that would be required to be filed with the Commission on Form 8-K if
the Company were required to file such reports.



     (b) In addition, the Company and the Subsidiary Guarantors, for so long as any Notes remain
outstanding, shall furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. The Company shall at all times comply with TIA § 314(a).



     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such reports, information and documents shall not
constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance


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with any of its covenants hereunder (as to which the Trustee is entitled to rely
conclusively on the Officer’s Certificate described in Section 4.03). The Trustee is under no duty
to examine such reports, information or documents to ensure compliance with the provisions of this
Indenture or to ascertain the correctness or accuracy of the information or the statements
contained therein. The Trustee is entitled to assume such compliance and correctness unless an
Officer of the Trustee is informed in writing otherwise.



     SECTION 4.03. OFFICER’S CERTIFICATE AS TO COMPLIANCE.



     The Company will deliver to the Trustee, within 120 calendar days after the end of each fiscal
year, a certificate of the principal executive officer, principal financial officer or principal
accounting officer of the Company stating whether or not, to the knowledge of the signer thereof,
the Company is in compliance with all covenants and conditions under this Indenture, and, in the
event of any noncompliance, specifying such noncompliance and the nature and status thereof of
which such signer may have knowledge. For purposes of this Section 4.03, such compliance shall be
determined without regard to any period of grace or requirement of notice provided under this
Indenture.



     The Company shall, within 30 calendar days, upon becoming aware of any Event of Default,
deliver to the Trustee a statement specifying such Event of Default.



     Except with respect to a payment Default and any Default described in the certificates
delivered pursuant to this Section 4.03, the Trustee shall have no duty to review, ascertain or
confirm the Company’s compliance with, or the breach of any representation, warranty or covenant
set forth in this Indenture.



     SECTION 4.04. MAINTENANCE OF OFFICE OR AGENCY.



     The Company will maintain in each Place of Payment for the Notes an office or agency where
Notes may be presented or surrendered for payment, where such Notes may be surrendered for
registration of transfer or exchange, where such Notes that are convertible may be surrendered for
conversion, if applicable, and where notices and demands to or upon the Company in respect of such
Notes and this Indenture may be served. If the Notes are listed on The Stock Exchange of the
United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent for the Notes in London, Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Notes are listed on such exchange,
and subject to any laws or regulations applicable thereto, in a Place of Payment located outside
the United States an office or agency where any Notes may be surrendered for registration of
transfer, where Notes may be surrendered for exchange or redemption and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee
and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders,
notices and demands.



     The Company may also from time to time designate different or additional offices or agencies
to be maintained for such purposes (in or outside of such Place of Payment), and may from time to
time rescind any such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligations described in the preceding paragraph. The
Company will give prompt written notice to the Trustee of any such additional designation or
rescission of designation and any change in the location of any such different or additional office
or agency.



     SECTION 4.05. MONEY FOR NOTES; PAYMENTS TO BE HELD IN TRUST.



     If the Company shall at any time act as its own Paying Agent with respect to the Notes, it
shall, on or before each due date of the principal of (and premium, if any) or interest on any of
the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or



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interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of
as herein provided, and will promptly notify the Trustee of its action or failure so to act.




     Whenever the Company shall have one or more Paying Agents with respect to the Notes, it shall,
by or on each due date of the principal (and premium, if any) or interest on any Notes, deposit
with any such Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due (in same day funds and, if a Global Note is Outstanding, by 10:00 a.m., New York
City time, in order for the Trustee to make payment to the U.S. Depositary for such Note in
accordance with rules of such U.S. Depositary), such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless any such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee of its action or failure so to act.



     The Company shall cause each Paying Agent with respect to the Notes other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section 4.05, that such Paying Agent shall:



     (a) hold all sums held by it for the payment of the principal of (and premium, if any) or
interest on the Notes in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided;



     (b) give the Trustee notice of any default by the Company (or any other obligor upon the
Notes) in the making of any payment of principal (and premium, if any) or interest on the Notes;
and



     (c) at any time during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Note and
remaining unclaimed for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company upon Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, shall at the expense of the Company cause to be
transmitted in the manner and to the extent provided by Section 11.02, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, any unclaimed balance of such money then remaining will be
repaid to the Company upon Company Request.



     SECTION 4.06. CORPORATE EXISTENCE.



     Subject to Articles V and X, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its and each Subsidiary Guarantor’s corporate existence,
rights (charter and statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company, and with
respect to the Subsidiary Guarantors, any such existence, right or franchise, if the Board of
Directors, or the board of directors, managing members or partners, as the case may be, of the
Subsidiary Guarantors, shall determine that the preservation thereof is no longer desirable in the
conduct of business of the Company of the Subsidiary Guarantors and the loss thereof is not
disadvantageous in any material respect to the Holders.



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     SECTION 4.07. WAIVER OF CERTAIN COVENANTS.



     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 4.04 through 4.06 or 4.08 through 4.11 if before the time for such
compliance the Holders of at least a majority in principal amount of the Outstanding Notes shall,
by Act of such Holders, either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent expressly so waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect; provided that no waiver of
any requirement to provide a Guarantee or collateral shall be effective without the Act of the
Holder of each Outstanding Note affected thereby.



     SECTION 4.08. GUARANTEE.



     (a) The Company shall from time to time (i) cause each Subsidiary of the Company that is not
an Excluded Subsidiary to become, on the Issue Date or, if such Subsidiary is acquired or created
after the Issue Date or such Subsidiary was an Excluded Subsidiary but thereafter is not an
Excluded Subsidiary, at the later of (A) the time of the acquisition, creation or change in status
of such Subsidiary and (B) the time at which such Subsidiary Incurs Indebtedness or such Subsidiary
guarantees or secures any Indebtedness of the Company, a guarantor of the obligations of the
Company under this Indenture and the Notes by executing this Indenture (directly, by supplemental
indenture or by a joinder agreement, a form of which is attached hereto as Exhibit F) as a
Subsidiary Guarantor or by executing a Guarantee in substantially the form of Article X (provided
that the provision of a Guarantee by a Subsidiary after the Issue Date shall be subject to
compliance with any applicable Gaming Laws and the Company agrees that (subject to Section 4.08(b))
it shall not create or acquire any such Subsidiary that is not an Excluded Subsidiary unless it is
permitted to give such Guarantee under applicable Gaming Laws) and (ii) deliver to the Trustee an
Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is the
valid, binding and enforceable obligation of such Subsidiary Guarantor, subject to customary
exceptions for bankruptcy, fraudulent transfer and equitable principles.



     (b) The actions set forth in Section 4.08(a) shall be taken within 10 days of the time on
which any Person is required to become a Subsidiary Guarantor, provided that if such Person is not
permitted to give a Guarantee under applicable Gaming Laws, then, unless such Person has become a
guarantor of the Credit Facility, any Existing Senior Notes, or any Additional Notes, Exchange
Notes or Private Exchange Notes, such period shall be extended as long as the Company continues to
use best efforts to obtain the requisite consents for such Guarantee from the applicable Gaming
Authority. Each Note issued after the date of execution by any additional Subsidiary Guarantor of
a Guarantee set forth in this Indenture shall be endorsed with a form of Guarantee that has been
executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a
Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of
such Guarantee. In the case of a Subsidiary that becomes a Subsidiary Guarantor after the Issue
Date as a result of its guarantee of Indebtedness of the Company (and not as a result of its
Incurrence of Indebtedness), if such Subsidiary thereafter no longer guarantees any Indebtedness
and has not Incurred any Indebtedness, then, upon delivery by the Company to the Trustee of an
Officers’ Certificate and an Opinion of Counsel to the effect that such conditions to release of
the Guarantee by such Subsidiary have been satisfied, the Trustee shall execute any documents
reasonably required in order to evidence the release of such Subsidiary Guarantor from its
Guarantee Obligations under its Guarantee.



     (c) The Company will not, and will not permit any Subsidiary to, create or acquire any
Subsidiary that is not an Excluded Subsidiary without making effective provision for such
Subsidiary to become a Subsidiary Guarantor under this Indenture. In the event that the Company or
any Subsidiary shall create or acquire any Subsidiary that is (i) not a guarantor of the Company’s
Indebtedness (including the Notes, the Credit Facility and the Existing Senior Notes), and not
subject to any covenants in, or Liens securing, the Credit Facility or the Existing Senior Notes,
or (ii) a non-U.S. Subsidiary whose only tangible assets are located in foreign nations or a
holding company of any non-U.S. Subsidiaries whose only tangible assets are located in foreign
nations, provided such holding company has no other assets or operations, then such Subsidiary
shall be an Excluded Subsidiary.



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     SECTION 4.09. GAMING APPROVALS.



     The Company shall use commercially reasonable efforts to obtain all necessary consents from
the applicable Gaming Authorities (i) to place restrictions on the transfer of the equity
securities of the Company’s corporate Subsidiaries holding Gaming Licenses; and (ii) to agree not
to encumber such equity securities.



     SECTION 4.10. LIMITATION ON LIENS.



     (a) Other than as provided in Section 4.10(c) below, neither the Company nor any Subsidiary
Guarantor will, directly or indirectly, issue, assume or guarantee any Indebtedness secured by a
Lien upon any Principal Property or on any evidences of Indebtedness or shares of capital stock of,
or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property,
Indebtedness, capital stock or ownership interests were acquired before or after the date hereof)
without effectively providing that all of the Notes or Guarantees then outstanding, as the case may
be, shall be secured equally and ratably with (or prior to) the Indebtedness so long as such
Indebtedness shall be so secured, except that this restriction will not apply to:




     (i) Liens existing on the date of original issuance of the Notes;




     (ii) Liens affecting property of a corporation or other entity existing at the time it
becomes a Subsidiary Guarantor or at the time it is merged into or consolidated with the
Company or a Subsidiary Guarantor (provided that such Liens are not incurred in connection
with, or in contemplation of, such entity becoming a Subsidiary Guarantor or such merger or
consolidation and do not extend to or cover property of the Company or any Subsidiary
Guarantor other than property of the entity so acquired or which becomes a Subsidiary
Guarantor);




     (iii) Liens (including purchase money Liens) existing at the time of acquisition
thereof on property acquired after the date hereof or to secure Indebtedness Incurred prior
to, at the time of, or within 24 months after the acquisition for the purpose of financing
all or part of the purchase price of property acquired after the date hereof (provided that
such Liens do not extend to or cover any property of the Company or any Subsidiary Guarantor
other than the property so acquired);




     (iv) Liens on any property to secure all or part of the cost of improvements or
construction thereon or Indebtedness Incurred to provide funds for such purpose in a
principal amount not exceeding the cost of such improvements or construction;




     (v) Liens which secure Indebtedness of a Subsidiary of the Company to the Company or to
a Subsidiary Guarantor or which secure Indebtedness of the Company to a Subsidiary
Guarantor;




     (vi) Liens on the stock, partnership or other equity interest of the Company or
Subsidiary Guarantor in any Joint Venture or any Subsidiary which owns an equity interest in
such Joint Venture to secure Indebtedness, provided the amount of such Indebtedness is
contributed and/or advanced solely to such Joint Venture;




     (vii) Liens to government entities, including pollution control or industrial revenue
bond financing;




     (viii) Liens required by any contract or statute in order to permit the Company or a
Subsidiary of the Company to perform any contract or subcontract made by it with or at the
request of a governmental entity;




     (ix) mechanic’s, materialman’s, carrier’s or other like Liens, arising in the ordinary
course of business;




     (x) Liens for taxes or assessments and similar charges;



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     (xi) zoning restrictions, easements, licenses, covenants, reservations, restrictions on
the use of real property and other minor irregularities of title; and




     (xii) any extension, renewal, replacement or refinancing of any Indebtedness secured by
a Lien permitted by any of the foregoing clauses (i) through (vi).



     (b) Notwithstanding the foregoing,




     (i) if any of the Existing Senior Unsecured Notes are hereafter secured by any Liens on
any of the assets of the Company or any Subsidiary Guarantor, then the Company and the
Subsidiary Guarantor shall, substantially concurrently with the granting of such Liens,
subject to such Liens having been approved by all applicable Gaming Authorities to the
extent the Gaming Laws of the applicable jurisdiction require such approval, grant perfected
Liens in the same collateral to secure the Notes (or Guarantees, as the case may be),
equally, ratably and on a pari passu basis. The Liens granted pursuant to this provision
shall be (A) granted concurrently with the granting of any such Liens, and (B) granted
pursuant to instruments, documents and agreements which are no less favorable to the Trustee
and the Holders of the Notes than those granted to secure the Existing Senior Unsecured
Notes. In connection with the granting of any such Liens, the Company and each Subsidiary
Guarantor shall provide to the Trustee (y) policies of title insurance on customary terms
and conditions, to the extent that policies of title insurance on the corresponding property
are provided to the Holders of the Existing Senior Unsecured Notes or their respective
trustee (and in an insured amount that bears the same proportion to the principal amount of
the Notes as the insured amount in the policies provided to the holders of the Existing
Senior Unsecured Notes bears to the aggregate outstanding amount of the Existing Senior
Unsecured Notes), and (z) legal opinions and other assurances as the Trustee may reasonably
request.




     (ii) if the Company and the Subsidiary Guarantors become entitled to the release of any
of such equal, ratable and pari passu Liens securing the Existing Senior Unsecured Notes,
and provided that no Default or Event of Default has then occurred and remains continuing,
the Company and the Subsidiary Guarantors may in their sole discretion request that the
collateral agent release any corresponding Liens securing the Notes, the Existing Senior
Unsecured Notes and such other notes and guarantees, and in such circumstances the
collateral agent (or the Trustee) shall so release such Liens.



     (c) Notwithstanding the foregoing, the Company or any Subsidiary Guarantor may create, assume
or suffer to exist Liens not otherwise permitted as described above, provided that at the time of
such incurrence, assumption or sufferance, after giving effect to such Lien, the sum of outstanding
Indebtedness secured by such Liens (not including Liens permitted under Section 4.10(a) above) plus
all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including
Sale and Lease-Back Transactions permitted under Section 4.11(a) below), measured, in each case, at
the time the Lien is incurred, does not exceed 15% of Consolidated Net Tangible Assets and Liens
securing Indebtedness in excess of such amount to the extent such Lien is incurred in connection
with an extension, renewal, replacement or refinancing of Indebtedness (not to exceed the principal
amount of such extended, renewed, replaced or refinanced Indebtedness plus fees, expenses and
premium payable thereon) secured by a Lien incurred pursuant to the provisions of this Section
4.10(c) or any previous extension, renewal, replacement or refinancing of any such Indebtedness
(which extended, renewed, replaced or refinanced Indebtedness shall, for the avoidance of doubt,
thereafter be included in the calculation of such amount), provided that the foregoing shall not
apply to any Liens that may at any time secure any of the Existing Senior Unsecured Notes.



     SECTION 4.11. LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS.



     (a) Other than as provided in Section 4.11(b) below, neither the Company nor any Subsidiary
Guarantor will enter into any Sale and Lease-Back Transaction, unless either:




     (i) the Company or such Subsidiary Guarantor would be entitled, pursuant to the
provisions described in clauses (i) through (xii) of Section 4.10(a) above, to create,
assume or suffer to exist a Lien on the property to be leased without equally and ratably
securing the Notes; or



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     (ii) an amount equal to the greater of the net cash proceeds of such sale or the fair
market value of such property (in the good faith opinion of the Board of Directors) is
applied within 120 days to the retirement or other discharge of its Funded Debt.



     (b) Notwithstanding the restrictions set forth in Section 4.10 and Section 4.11(a), the
Company or any Subsidiary Guarantor may enter into Sale and Lease-Back Transactions not otherwise
permitted as described above, provided that at the time of entering into such Sale and Lease-Back
Transaction, after giving effect to such Sale and Lease-Back Transaction, the sum of outstanding
Indebtedness secured by Liens (not including Liens permitted under Sections 4.10(a) and 4.10(b)
above) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not
including Sale and Lease-Back Transactions permitted under Section 4.11(a) above), measured, in
each case, at the time any such Sale and Lease-Back Transaction is entered into, does not exceed
15% of Consolidated Net Tangible Assets and Liens securing Indebtedness in excess of such amount to
the extent such Lien is incurred in connection with an extension, renewal, replacement or
refinancing of Indebtedness (not to exceed the principal amount of such extended, renewed, replaced
or refinanced Indebtedness plus fees, expenses and premium payable thereon) secured by a Lien
incurred pursuant to the provisions of this Section 4.11(b) or any previous extension, renewal or
replacement or refinancing of any such Indebtedness (which extended, renewed, replaced or
refinanced Indebtedness shall, for the avoidance of doubt, thereafter be included in the
calculation of such amount), provided that the foregoing shall not apply to any Liens that may at
any time secure any of the Existing Senior Unsecured Notes.



ARTICLE V

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




     SECTION 5.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.



     The Company shall not consolidate with, merge with or into, or sell, assign, convey, transfer
or lease its properties and assets substantially in their entirety (computed on a consolidated
basis) to any Person unless:



     (a) either (i) the Company is the surviving Person or (ii) the successor or transferee (the
“successor corporation”) is a corporation organized and existing under the laws of the United
States, any State thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, all of the obligations of the Company
under the Notes and this Indenture;



     (b) immediately after giving effect to such transaction, no Event of Default or Default shall
exist; and



     (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel conforming to the provisions of Section 11.05 hereof and each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with
this provision and that all conditions precedent herein provided for relating to such transaction
have been complied with.



     SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.



     Upon any consolidation with or merger into any other corporation, or any conveyance, transfer
or lease of the properties and assets of the Company substantially in their entirety in accordance
with Section 5.01, the successor corporation formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor corporation had been named as the Company herein.



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ARTICLE VI

DEFAULTS AND REMEDIES




     SECTION 6.01. EVENTS OF DEFAULT.



     “Event of Default” wherever used herein with respect to the Notes means any one of the
following events (whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):



     (a) default in the payment of any interest upon the Notes when it becomes due and payable, and
continuance of such default for a period of 30 calendar days; or



     (b) default in the payment of principal of (or premium, if any, on) the Notes at their
Maturity (upon acceleration, optional or mandatory redemption or otherwise); or



     (c) default in the performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such default or breach for a
period of 60 calendar days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or



     (d) the acceleration or maturity of any Indebtedness of the Company or any Subsidiary
Guarantor (other than Non-recourse Indebtedness), at any time, in an amount in excess of the
greater of (i) $25,000,000 and (ii) 5% of Consolidated Net Tangible Assets, if such acceleration is
not annulled within 30 calendar days after written notice to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Notes; or



     (e) entry of final judgments against the Company or any Subsidiary Guarantor which remain
undischarged for a period of 60 days, provided that the aggregate of all such judgments exceeds
$25,000,000 and judgments exceeding $25,000,000 remain undischarged for 60 calendar days after
written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Notes; or



     (f) the entry of a decree or order for relief in respect of the Company or any Significant
Subsidiary by a court having jurisdiction in the premises in an involuntary case under the federal
Bankruptcy Laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or a decree or order adjudging the Company or any
Significant Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company or any
Significant Subsidiary under any applicable federal or state law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Company
or any Significant Subsidiary or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of 90 consecutive calendar days; or



     (g) the commencement by the Company or any Significant Subsidiary of a voluntary case under
the federal Bankruptcy Laws, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency or other similar law, or the consent by it to the entry of an order
for relief in an involuntary case under any such law or to the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Company
or any Significant Subsidiary or of any substantial part of its property, or the making by it of an
assignment for the benefit of its creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action by the Company or any
Significant Subsidiary in furtherance of any such action.



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     SECTION 6.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.



     If an Event of Default (other than an Event of Default described in clause (f) or (g) of
Section 6.01) with respect to Notes at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal amount of all the Outstanding Notes to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount of the Notes (or specified amount) plus accrued and
unpaid interest (and premium, if payable) shall become immediately due and payable; provided that
the Trustee shall have no obligation to accelerate the Notes if in its best judgment acceleration
is not in the best interest of the Holders. Upon payment of such amount all obligations of the
Company in respect of the payment of principal of the Notes shall terminate.



     At any time after such a declaration of acceleration with respect to the Notes has been made
and before a judgment or decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of at least a majority in principal amount of the
Outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:



     (a) the Company has paid or deposited with the Trustee a sum sufficient to pay




     (1) all overdue installments of interest on all Notes,




     (2) the principal of (and premium, if any, on) any Notes which have become due
otherwise than by such declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Notes,




     (3) to the extent that payment of such interest is lawful, interest upon overdue
installments of interest on each Note at the rate or rates prescribed therefor in such
Notes, and




     (4) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and



     (b) all Events of Default with respect to Notes, other than the nonpayment of the principal of
Notes which has become due solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.13.


No such rescission and waiver shall affect any subsequent default or impair any right consequent
thereon.




     If an Event of Default described in clause (f) or (g) of Section 6.01 occurs with respect to
the Company or any Significant Subsidiary, the principal of, premium, if any, and accrued interest
on the Notes shall be due and payable immediately without any further action or notice.




	 	 	SECTION 6.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.





     The Company covenants that, if:



     (a) default is made in the payment of any installment of interest on the Notes when such
interest or payment becomes due and payable and such default continues for a period of 30 calendar
days, or



     (b) default is made in the payment of principal of (or premium, if any, on) the Notes at the
Maturity thereof,


then the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of the
Notes, the amount then due and payable on the Notes for the principal (and premium, if any) and
interest, if any, and, in addition






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thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.




     If the Company fails to pay such amount forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the property of the Company
or any other obligor upon the Notes wherever situated.



     If an Event of Default with respect to the Notes occurs and is continuing, then the Trustee
may, in its discretion, proceed to protect and enforce its rights and the rights of the Holders of
Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect
and enforce any such rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to enforce any other
proper remedy.



     The Trustee shall be under no duty to the Company or any Subsidiary Guarantor to make or give
any presentment, demand for performance, notice of nonperformance, protest, notice of protest,
notice of dishonor, or other notice or demand, or to take any steps necessary to preserve any
rights against prior parties except as expressly provided in this Indenture.



     SECTION 6.04. TRUSTEE MAY FILE PROOFS OF CLAIM.



     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceedings, or any
voluntary or involuntary case under the federal Bankruptcy Laws, as now or hereafter constituted,
relative to the Company or any Subsidiary Guarantor, or the property of the Company or of any
Subsidiary Guarantor or their creditors, the Trustee (irrespective of whether the principal of the
Notes shall then be due and payable as therein expressed or by declaration of acceleration or
otherwise and irrespective of whether the Trustee shall have made any demand on the Company or any
Subsidiary Guarantor for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,



     (a) to file and prove a claim for the whole amount of principal (and premium, if any) and
interest owing and unpaid in respect of the Notes and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and



     (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same;


and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or other similar
official) in any such proceeding is hereby authorized by each such Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of such payments
directly to such Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07.




     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.



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     SECTION 6.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT SECURITIES.



     All rights of action and claims under this Indenture or the Notes or Guarantees set forth in
this Indenture may be prosecuted and enforced by the Trustee without the possession of any of the
Notes or Guarantees or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name, as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for
the ratable benefit of the Holders of the Notes in respect of which such judgment has been
recovered.



     SECTION 6.06. APPLICATION OF MONEY COLLECTED.



     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (and premium, if any) or interest, upon presentation of the Notes and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee under Section 7.07;



     SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if
any) and interest on the Notes ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes for principal (and premium, if any) and interest,
respectively;



     THIRD: Without duplication, to the Holders for any other obligations owing to such Holders
under the Notes or this Indenture; and



     FOURTH: The balance, if any, to the Person or Persons entitled thereto.



     SECTION 6.07. LIMITATION ON SUITS.



     No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture or the Guarantees, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:



     (a) such Holder has previously given written notice to the Trustee of a continuing Event of
Default;



     (b) the Holders of not less than 25% in principal amount of the Outstanding Notes shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;



     (c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with such request;



     (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and



     (e) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of at least a majority in principal amount of the Outstanding
Notes;


it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture or the Guarantees
to affect, disturb or prejudice the rights of any other such Holders, or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture or the Guarantees, except in the manner herein provided and for the equal and ratable
benefit of all of such Holders. For the protection and enforcement of the provisions of this
Section






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6.07, each and every Holder of Notes and the Trustee shall be entitled to such relief as can be
given at law or in equity.




     SECTION 6.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.



     Notwithstanding any other provision in this Indenture, except for restrictions imposed by
Gaming Laws or Gaming Authorities on payments by entities holding Gaming Licenses, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 2.04, Section 2.12, Section 4.05 and
Section 3.08) interest on such Note on the respective Stated Maturity or Stated Maturities
expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment and interest thereon, and such right shall not be
impaired without the consent of such Holder except that no Holder shall have the right to institute
any such suit, if and to the extent that the institution or prosecution thereof or the entry of
judgment therein would under applicable law result in the surrender, impairment, waiver, or loss of
Liens upon any property subject to such Lien in favor of the Beneficiaries of the Notes.



     SECTION 6.09. RESTORATION OF RIGHTS AND REMEDIES.



     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case the
Company, the Trustee and the Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted.



     SECTION 6.10. RIGHTS AND REMEDIES CUMULATIVE.



     Except as otherwise expressly provided elsewhere in this Indenture, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law (including
Gaming Laws), be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.



     SECTION 6.11. DELAY OR OMISSION NOT WAIVER.



     No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or any acquiescence therein. Every right and remedy given by this Indenture or by
law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.



     SECTION 6.12. CONTROL BY HOLDERS.



     The Holders of at least a majority in principal amount of the Outstanding Notes shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes,
provided that:



     (a) such direction shall not be in conflict with any rule of law (including Gaming Laws) or
with this Indenture;



     (b) subject to the provisions of Section 7.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Trust Officer or Trust Officers
of the Trustee, determine that



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the proceeding so directed would be unjustly prejudicial to the Holders of Notes not joining
in any such direction; and




     (c) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.



     SECTION 6.13. WAIVER OF PAST DEFAULTS.



     The Holders of not less than a majority in aggregate principal amount of the Outstanding
Notes, by notice to the Trustee, may, on behalf of the Holders of all the Notes, waive any past
default hereunder and its consequences, except a default:



     (a) in the payment of the principal of (or premium, if any) or interest on any Note, or



     (b) in respect of a covenant or provision hereof which, pursuant to Article IX, cannot be
modified or amended without the consent of the Holder of each Outstanding Note affected.



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of the Notes under this Indenture,
but no such waiver shall extend to any subsequent or other default or impair any right consequent
thereon.



     SECTION 6.14. UNDERTAKING FOR COSTS.



     All parties to this Indenture agree, and each Holder of any Note by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
other than the Trustee of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant, but the provisions of this Section 6.14 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders
holding in the aggregate more than 10% in principal amount of the Outstanding Notes, or to any suit
instituted by any Holder of a Note for the enforcement of the payment of the principal of (or
premium, if any) or interest on such Note on or after the respective Stated Maturity or Stated
Maturities expressed in such Note (or, in the case of redemption, on or after the Redemption Date).



     SECTION 6.15. WAIVER OF STAY OR EXTENSION LAWS.



     The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.



     SECTION 6.16. DISQUALIFIED HOLDERS.



     To the extent required by applicable Gaming Laws, Notes held by a Disqualified Holder shall,
so long as held by such Person, be disregarded for purposes of providing notices, directions,
waivers or other actions and determining the sufficiency of such notices, directions, waivers or
actions under this Article VI.



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ARTICLE VII

TRUSTEE




     SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES.



     (a) Except during the continuance of an Event of Default,



          (1) the Trustee undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



          (2) the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such certificates or
opinions which by any provisions hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture.



     (b) In case an Event of Default has occurred and is continuing, the Trustee shall, with
respect to the Notes, exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own affairs.



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that



          (1) this subsection shall not be construed to limit the effect of subsection (a) of this
Section 7.01;



          (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust
Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts;



          (3) the Trustee shall not be liable with respect to any action taken, suffered or omitted to
be taken by it with respect to Notes in good faith in accordance with the direction of the Holders
of at least a majority in principal amount of the Outstanding Notes relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture;



          (4) the Trustee shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it; and



          (5) the Trustee shall cooperate and comply with any order or directive of a Gaming Authority
in connection with this Indenture, including that the Trustee submit an application for any
license, finding of suitability or other approval pursuant to any Gaming Laws (unless the Trustee
shall have submitted its resignation) and will cooperate fully and completely in any proceeding
related to such application; provided the Company agrees to prepare (or cause the Subsidiary
Guarantors to prepare) all documentation in connection with any such order, directive, application
and proceeding and to reimburse the Trustee for all costs and expenses incurred by it in connection
therewith.



     (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01.



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     SECTION 7.02. NOTICE OF DEFAULTS.



     Within 90 calendar days after the occurrence of any Default hereunder, the Trustee shall give
notice to all Holders of such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived. The Trustee may withhold from the Holders notice of any continuing
Default, except a Default relating to the payment of principal, premium, if any, or interest, if it
determines that withholding notice is in their interest.



     Notice given pursuant to this Section 7.02 shall be transmitted by mail:



     (a) to all registered Holders, as the names and addresses of the registered Holders appear in
the Note Register; and



     (b) to each Holder whose name and address appear in the information preserved at the time by
the Trustee in accordance with Section 7.02(a) of this Indenture.



     SECTION 7.03. CERTAIN RIGHTS OF TRUSTEE.



     Except as otherwise provided in Section 7.01:



     (a) the Trustee may conclusively rely, and shall be protected in acting or refraining from
acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
parties;



     (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order and any resolution of the Board of Directors shall be
sufficiently evidenced by a Board Resolution;



     (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers’ Certificate;



     (d) the Trustee may consult with counsel of its selection and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;



     (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders of Notes pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory
to it against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;



     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document
(including, without limitation, any investigation or inquiry with respect to the accuracy of any
calculations contained therein), but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney;



     (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;



-43-









 





     (h) except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the
performance of the Company’s covenants in Article IV hereof. In addition, the Trustee shall not be
deemed to have knowledge of any Default or Event of Default except (i) any Default or Event of
Default occurring pursuant to Section 6.01(a), (b) or (c) or (ii) any Default or Event of Default
of which a Trust Officer of the Trustee shall have received written notification or obtained actual
knowledge;



     (i) the Trustee shall not be liable for any action taken, suffered or omitted to be taken by
it in good faith and reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture; and



     (j) the Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.



     (k) whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee for the Notes
shall be subject to the provisions of Section 7.01(a);



     (l) the Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company;



     (m) the Trustee may deem any request or direction received from any Gaming Authority to be a
request or direction of the Company that satisfies the conditions set forth in Section 7.03(b)
above;



     (n) the Trustee shall not be responsible or liable for special, indirect, or consequential
loss or damage of any kind whatsoever (including, but not limited to, loss or profit) irrespective
of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of
the form of action;



     (o) the Trustee shall not be required to give any note, bond or surety in respect of the
execution of the trusts and powers under this Indenture; and



     (p) the Trustee shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including without limitation, acts of God;
earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics;
riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or
communication services; accidents; labor disputes; acts of civil or military authorities and
governmental action.



     The rights, privileges, protections, immunities and benefits given to the Trustee by the terms
of this Indenture, including, without limitation, its rights to be reimbursed or indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities under this
Indenture, and each agent, custodian and other Person employed to act hereunder



     SECTION 7.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.



     The recitals contained herein and in the Notes, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture, the Guarantees or the Notes. The Trustee shall not be accountable
for the use or application by the Company of any Notes or the proceeds thereof.



     SECTION 7.05. MAY HOLD NOTES.



     The Trustee, any Paying Agent, the Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections
7.08 and 7.13, may otherwise



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deal with the Company with the same rights it would have if it were not Trustee, Paying Agent,
Registrar or such other agent.




     SECTION 7.06. MONEY HELD IN TRUST.



     Money in any currency held by the Trustee or any Paying Agent in trust hereunder need not be
segregated from other funds except to the extent required by law. Neither the Trustee nor any
Paying Agent shall be under any liability for interest on any money received by it hereunder except
as otherwise agreed in writing with the Company.



     SECTION 7.07. COMPENSATION AND REIMBURSEMENT.



     The Company agrees:



     (a) to pay to the Trustee from time to time such compensation as shall be agreed in writing
between the Company and the Trustee in Dollars for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);



     (b) except as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon
its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including costs incurred in connection with
applications to any Gaming Authority and including the reasonable compensation and the reasonable
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or willful misconduct; and



     (c) to indemnify in Dollars the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on its part, arising out of
or in connection with the acceptance or administration of this trust or performance of its duties
hereunder, including the costs and expenses of defending itself against any claim (whether asserted
by the Company, a Holder of Notes or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The indemnity described in this Section
7.07(c) shall survive the termination of this Indenture and the resignation or removal of the
Trustee (in any of its capacities herein) with respect to such loss, liability or expense incurred
in connection with the Trustee’s acts or omissions prior to such termination of this Indenture or
the resignation or removal of the Trustee.



     The obligations of the Company under this Section 7.07 to compensate and indemnify the Trustee
for reasonable expenses, disbursements and advances shall constitute additional Indebtedness under
this Indenture and shall survive the satisfaction and discharge of this Indenture and any rejection
or termination of this Indenture under any Bankruptcy Law. When the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.01(f) or (g) occurs, the expenses
and the compensation for the services of the Trustee are intended to constitute expenses of
administration under any Bankruptcy Law.



     SECTION 7.08. DISQUALIFICATION; CONFLICTING INTERESTS.



     The Trustee shall comply with the relevant provisions of the TIA with respect to conflicts of
interest and disqualification. If such provisions require the Trustee to resign with respect to
the Notes, the Company shall take prompt steps to have a successor appointed, in the manner and
with the effect hereinafter specified in this Article.



     SECTION 7.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.



     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $100,000,000, subject to supervision or examination by Federal, State or
District of Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed



-45-









 




to be its combined capital and surplus as set forth in its most recent report of condition so
published. Neither the Company nor any Affiliate of the Company shall serve as Trustee upon any
Notes.




     SECTION 7.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.



     Subject to compliance with applicable Gaming Laws of which the Trustee has received prior
written notice:



     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 7.11.



     (b) The Trustee may resign at any time with respect to the Notes by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Notes.



     (c) The Trustee may be removed at any time with respect to the Notes and a successor Trustee
appointed by Act of the Holders of at least a majority in principal amount of the Outstanding
Notes, delivered to the Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 calendar days after the giving of
such notice of removal, the Trustee being removed may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Notes.



     (d) If at any time:



          (1) the Trustee shall fail to comply with Section 7.08 with respect to the Notes after written
request therefor by the Company or by any Holder who has been a bona fide Holder for at least six
months, or



          (2) the Trustee shall cease to be eligible under Section 7.09 with respect to the Notes and
shall fail to resign after written request therefor by the Company or by any such Holder, or



          (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,


then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee with respect
to the Notes, or (ii) subject to Section 6.14, any Holder who has been a bona fide Holder of such
Note for at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee for the Notes.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Notes, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Notes
and shall comply with the applicable requirements of Section 7.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Notes shall be appointed by Act of the Holders of at least a majority in principal
amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to the Notes and, to that extent, supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Notes shall have been so appointed by the
Company or the Holders of the Notes and accepted appointment in the manner hereinafter provided,
any Holder who has been a bona fide Holder of such a Note for at least six months may, subject to
Section 6.07, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Notes.



     (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Notes and each appointment of a successor Trustee with respect to the Notes in the
manner and to the extent provided in Section 11.02 to the Holders. Each notice shall include the
name of the successor Trustee with respect to the Notes and the address of its Corporate Trust
Office.



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     SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.



     Subject to compliance with applicable Gaming Laws:



     (a) In the case of an appointment hereunder of a successor Trustee with respect to all Notes,
each such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee, but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section 7.07.



     (b) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) of this Section 7.11, as the case may
be.



     (c) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.



     SECTION 7.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
that such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if such successor
Trustee had itself authenticated such Notes. In case any Notes shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Notes, in
either its own name or that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.



     SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.



     If and when the Trustee shall be or become a creditor of the Company (or other obligor under
the Notes), the Trustee shall be subject to the provisions of TIA § 311(a) regarding the collection
of claims against the Company or any Subsidiary Guarantor (or any such other obligor), excluding
any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall
be subject to TIA § 311(a) to the extent indicated therein.



     SECTION 7.14. APPOINTMENT OF AUTHENTICATING AGENT.



     As long as any Notes remain Outstanding, upon a Company Request, there shall be an
authenticating agent (the “Authenticating Agent”) appointed, for such period as the Company shall
elect, by the Trustee to act as its agent on its behalf and subject to its direction in connection
with the authentication and delivery of the Notes. Notes authenticated by such Authenticating
Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by such Trustee. Wherever reference is made in this Indenture to the
authentication and delivery of Notes by the Trustee or to the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
such Trustee by such Authenticating Agent, except that only the Trustee may authenticate Notes upon
original issuance and pursuant to Section 2.07 hereof. Such Authenticating Agent shall at all
times be a corporation organized and doing business under the laws of the United States of America



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or of any state, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by
federal or state authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then
for purposes of this Section 7.14, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 7.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 7.14.




     Any corporation into which any Authenticating Agent may be merged or converted, or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which any Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of any Authenticating Agent,
shall continue to be the Authenticating Agent with respect to the Notes for which it served as
Authenticating Agent without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it
shall cease to be eligible shall, resign by giving written notice of resignation to the applicable
Trustee and to the Company.



     Upon receiving such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 7.14 with respect to the Notes, the Trustee shall, upon Company Request, appoint a
successor Authenticating Agent, and the Company shall provide notice of such appointment to all
Holders of Notes in the manner and to the extent provided in Section 11.02. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein. The Company agrees to pay to the Authenticating
Agent from time to time reasonable compensation for its services. The Authenticating Agent for the
Notes shall have no responsibility or liability for any action taken by it as such at the direction
of the Trustee, except arising out of its negligence or willful misconduct.



     If an appointment is made pursuant to this Section 7.14, the Notes may have endorsed thereon,
in addition to the Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form:



     This is one of the Notes designated therein referred to in the within mentioned Indenture.



	 	 	 	 	 
	 	U.S. Bank National Association, As Trustee	 
	 
	 	By:  	
 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




     SECTION 7.15. PAYING AGENT; REGISTRAR.



     (a) Each Paying Agent or Registrar (other than the Company) shall be a corporation organized
and doing business under the laws of the United States of America or of any State and having a
combined capital and surplus of at least $500,000,000.



     (b) Each Paying Agent or Registrar may resign at any time by giving written notice thereof to
the Company. The Company, by a Board Resolution and upon giving written notice thereof to the
Paying Agent or Registrar, may remove such Paying Agent or Registrar at any time.



     (c) If any Paying Agent or Registrar shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of any Paying Agent or Registrar for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Paying Agent or Registrar.



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     (d) The Company shall give notice of each resignation and each removal of any Paying Agent or
Registrar and each appointment of a successor Paying Agent or Registrar by mailing written notice
of such event by first-class mail, postage prepaid, to the Trustee. Each notice shall include the
name and address of the successor Paying Agent or Registrar.



     (e) The Trustee is hereby initially appointed Paying Agent and Registrar.



     (f) The Company shall enter into an appropriate written agency agreement with any Paying Agent
or Registrar not a party to this Indenture, which agreement shall implement the provisions of this
Indenture that relate to such Paying Agent or Registrar, including the provisions of Section
7.01(c)(5). The Company shall notify the Trustee in writing of the name and address of any such
Paying Agent or Registrar.



     SECTION 7.16. REPORTS BY TRUSTEE.



     (a) Within 60 calendar days after May 15 of each year commencing with the first May 15 after
the original issuance of the Notes, the Trustee shall transmit by mail to all Holders, in the
manner and to the extent provided in TIA § 313(c), a brief report dated as of such May 15 in
accordance with and with respect to the matters required by TIA § 313(a). The Trustee shall also
transmit by mail to all Holders of Notes, in the manner and to the extent provided in TIA § 313(c),
a brief report in accordance with and with respect to the matters required by TIA § 313(b)(2).



     (b) A copy of each report transmitted to Holders pursuant to this Section 7.16 shall, at the
time of such transmission, be mailed to the Company and filed with each stock exchange, if any,
upon which the Notes are listed and also with the Commission. The Company will notify the Trustee
promptly if the Notes are listed on any stock exchange or of any delisting thereof.



     (c) Gaming License Requirements. To the extent required by Gaming Laws, the Trustee will
provide any applicable Gaming Authority upon its or the Company’s request with (in the case of any
Gaming Authority, to the address set forth in such request or as otherwise directed in such
request, and in the case of the Company, as provided in Section 11.01 of this Indenture):



          (1) copies of all notices, reports and other written communications which the Trustee gives to
Holders of Notes;



          (2) a list of Holders of Notes promptly after the original issuance of the Notes, eight months
and two months prior to the expiration date of each then-current Gaming License held by the Company
or its Subsidiaries, and upon demand;



          (3) notice of any Event of Default under this Indenture or of any Default, any acceleration of
the indebtedness evidenced or secured hereby, the institution of any legal actions or proceedings
before any court or governmental authority in respect of this Indenture and any rescission,
annulment or waiver in respect of an Event of Default;



          (4) notice of the removal or resignation of the Trustee within five Business Days thereof;



          (5) notice of any transfer or assignment of rights under this Indenture (but no transfers or
assignments of the Notes) within five Business Days thereof; and



          (6) a copy of any amendment to the Notes or this Indenture within five Business Days of the
effectiveness thereof.


The notice specified in clause (3) above shall be in writing and, except as set forth below, shall
be given within five Business Days after the Trustee has transmitted the notice required by Section
7.02. In the case of any notice in respect of any Event of Default, such Notice shall be
accompanied by a copy of any notice from the Holders of the Notes, or a representative thereof or
the Trustee, to the Company and, if accompanied by any such notice to the






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Company, shall be given simultaneously with the giving of any such notice to the Company. In the
case of any legal actions or proceedings, such notice shall be accompanied by a copy of the
complaint or other initial pleading or document.




     The Trustee shall in accordance with the limitations set forth herein cooperate with any
applicable Gaming Authority in order to provide such Gaming Authority with information and
documentation relevant to compliance with clause (3) above and as otherwise required by any
applicable Gaming Laws of which the Trustee has written notice.



     The Company will advise the Trustee in writing of the expiration date of any then-current
Gaming License held by the Company or its Subsidiaries at least nine months prior to the expiration
thereof and the Trustee until so advised may assume that such Gaming License has not expired.



     (d) Reports pursuant to this Section 7.16 shall be transmitted by mail:



          (1) to all Holders, as the names and addresses of such Holders appear in the Note Register;
and



          (2) except in the cases of reports pursuant to subsection (b) of this Section 7.16, to each
Holder of a Note whose name and address appear in the information preserved at the time by the
Trustee in accordance with Section 2.05.



          A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which the Notes are listed, with the Commission and also with
the Company. The Company will notify the Trustee promptly when any of the Notes are listed on any
stock exchange or of any delisting thereof.



ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE




     SECTION 8.01. SATISFACTION AND DISCHARGE OF INDENTURE.



     This Indenture shall, upon Company Request, cease to be of further effect with respect to the
Notes (except as to any surviving rights of registration of transfer or exchange of the Notes
herein expressly provided for and rights to receive payments of principal (and premium, if any) and
interest on the Notes) and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when:



     (a) either



          (1) all Notes theretofore authenticated and delivered (other than (i) Notes which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07, and
(ii) Notes the payment for which money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 4.05) have been delivered to the Trustee for cancellation; or



          (2) all Notes not theretofore delivered to the Trustee for cancellation,




          (i) have become due and payable, or




         (ii) will become due and payable at their Stated Maturity within one year, or




        (iii) are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice by the Trustee in the name, and at the expense, of
the Company;



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     (b) the Company, in the case of subclause (ii) or (iii) of clause (a)(2) of this Section, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such
purpose an amount sufficient to pay and discharge the entire Indebtedness on such Notes for
principal (and premium, if any) and interest to the date of such deposit (in the case of Notes
which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may
be; provided, however, in the event a petition for relief under the federal bankruptcy laws, as now
or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other
similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee
is required to return the deposited money to the Company, the obligations of the Company under this
Indenture with respect to such Notes shall not be deemed terminated or discharged;



     (c) the Company has paid or caused to be paid all other sums payable hereunder by the Company;



     (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with; and



     (e) with respect to clause (b) above, the Company has delivered to the Trustee an Opinion of
Counsel or a ruling by the Internal Revenue Service to the effect that Holders of the Notes will
not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and
discharge.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.07, the obligations of the Company to any Authenticating
Agent under Section 7.14, the obligations of the Company under Section 4.01, and, if money shall
have been deposited with the Trustee pursuant to clause (b) of this Section, the obligations of the
Trustee under Section 8.02 (until payments are made by the Trustee thereunder) and the last
paragraph of Section 4.05, shall survive.



     SECTION 8.02. APPLICATION OF TRUST MONEY.



     Subject to the provisions of the last paragraph of Section 4.05, all money deposited with the
Trustee pursuant to Section 8.01 shall be held in trust and applied by it, in accordance with the
provisions of the Notes, and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment
such money has been deposited with the Trustee.



     SECTION 8.03. APPLICABILITY OF ARTICLE.



     Except as otherwise provided in Section 8.04, the Company may terminate its obligations under
the Notes and this Indenture as set forth in Section 8.04.



     SECTION 8.04. DEFEASANCE UPON DEPOSIT OF MONEYS OR
U.S. GOVERNMENT OBLIGATIONS.



     At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as
defined below) from its obligations with respect to Notes and the Subsidiary Guarantors shall be
deemed to have been discharged from their obligations under their Guarantees in respect of the
Notes (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to
comply with any term, provision or condition set forth in Sections 5.01, 4.03, 4.08, 4.09, 4.10 and
4.11 with respect to Notes and the Subsidiary Guarantors shall cease to be under any obligation to
comply with any term, provision or condition set forth in Section 10.11 (or comparable provisions
of its Guarantee if not set forth in Article X) with respect to their Guarantees in respect of the
Notes (“covenant defeasance option”) at any time after the applicable conditions set forth below
have been satisfied:



     (a) The Company shall have deposited or caused to be deposited irrevocably with the Trustee as
trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Notes (i) money in an amount, or (ii) U.S. Government Obligations (as defined
below) which through the payment of interest and principal in respect thereof in accordance with
their terms will provide, not later than one day before the due



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date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient,
in the opinion (with respect to (i) and (ii)) of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and
discharge each installment of principal (including any mandatory sinking fund payments) of and
premium, if any, and interest on, the Outstanding Notes on the dates such installments of interest
or principal and premium are due;




     (b) Such deposit shall not cause the Trustee to have a conflicting interest as defined in
Section 7.08 and for purposes of the TIA;



     (c) Such deposit will not result in a breach or violation of, or constitute a default under,
this Indenture or any other agreement or instrument to which the Company or any Subsidiary
Guarantor is a party or by which it is bound;



     (d) If the Notes are then listed on any national securities exchange, the Company shall have
delivered to the Trustee an Opinion of Counsel or a letter or other document from such exchange to
the effect that the Company’s exercise of its option under this Section would not cause such Notes
to be delisted;



     (e) No Event of Default or Default shall have occurred and be continuing on the date of such
deposit and, with respect to the legal defeasance option only, no Event of Default under Section
6.01(f) or Section 6.01(g) or event which with the giving of notice or lapse of time, or both,
would become an Event of Default under Section 6.01(f) or Section 6.01(g) shall have occurred and
be continuing on the 91st day after such date;



     (f) The Company shall have delivered to the Trustee an Opinion of Counsel or a ruling from the
Internal Revenue Service to the effect that the Holders of the Notes will not recognize income,
gain or loss for United States federal income tax purposes as a result of such deposit, defeasance
or Discharge. Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 6.01(f) or Section 6.01(g) or event which, with the
giving of notice or lapse of time, or both, would become an Event of Default under Section 6.01(f)
or Section 6.01(g) shall have occurred and be continuing on the 91st day after the date of such
deposit, the obligations of the Company and the Subsidiary Guarantors referred to under the
definition of covenant defeasance option with respect to such Notes shall be reinstated; and



     (g) The Company shall have delivered to the Trustee an Officers’ Certificate certifying the
conditions set forth in clauses (a) through (f) of this Section 8.04 have been satisfied.



     (h) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each
stating that all conditions precedent provided for or relating to the legal defeasance or the
covenant defeasance, as the case may be, have been complied with.



     “Discharged” means that the Company and the Subsidiary Guarantors shall be deemed to have paid
and discharged the entire indebtedness represented by, and obligations under, the Notes and the
Guarantees in respect of the Notes and to have satisfied all the obligations under this Indenture
in respect of the Notes (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (i) the rights of Holders of Notes to receive, from the
trust fund described in clause (a) above, payment of the principal of (and premium, if any) and
interest on such Notes when such payments are due, (ii) the Company’s obligations with respect to
the Notes under Sections 2.10, 2.06, 2.07, 4.04 and 8.05 and (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.



     “U.S. Government Obligations” means securities that are (i) direct obligations of the United
States for the payment of which its full faith and credit is pledged, or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of the United States
the payment of which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clauses (i) or (ii), are not callable or redeemable at
the option of the issuer thereof prior to the final Maturity Date of the Notes, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any
such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S.
Government Obligation held by such custodian



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for the account of the Holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the
Holder of such depository receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of the U.S. Government
Obligation evidenced by such depository receipt.




     SECTION 8.05. DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS
TO BE HELD IN TRUST.



     All moneys and U.S. Government Obligations deposited with the Trustee pursuant to Section 8.04
in respect of Notes shall be held in trust and applied by it, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders
of such Notes, of all sums due and to become due thereon for principal (and premium, if any) and
interest, if any, but such money need not be segregated from other funds except to the extent
required by law.



     The Company shall indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the Outstanding Notes.



     SECTION 8.06. REPAYMENT TO COMPANY.



     The Trustee and any Paying Agent shall promptly pay or return to the Company upon Company
Request any moneys or U.S. Government Obligations held by them at any time that are not required
for the payment of the principal of (and premium, if any) and interest on the Notes for which money
or U.S. Government Obligations have been deposited pursuant to Section 8.04.



     The provisions of the last paragraph of Section 4.05 shall apply to any money held by the
Trustee or any Paying Agent under this Article that remains unclaimed for two years after the
Maturity of any Notes for which money or U.S. Government Obligations have been deposited pursuant
to Section 8.04.



ARTICLE IX

SUPPLEMENTAL INDENTURES




     SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.



     Without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:



     (a) to evidence the succession of another corporation to the rights of the Company or any
Subsidiary Guarantor and the assumption by such successor of the covenants and obligations of the
Company or any Subsidiary Guarantor contained herein and in the Notes; or



     (b) to add to the covenants of the Company and the Subsidiary Guarantors, for the benefit of
the Holders of Notes, or to surrender any right or power herein conferred upon the Company or the
Subsidiary Guarantors in this Indenture; or



     (c) to add any additional Events of Default; or



     (d) to supplement any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of Notes pursuant to Article VIII, provided
that any such action shall not adversely affect the interests of the Holders of Notes in any
material respect; or



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     (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Notes, and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts hereunder by more than
one trustee; or



     (f) to comply with the requirements of the Commission in connection with the qualification of
this Indenture under the TIA; or



     (g) to cure any ambiguity; or



     (h) to correct or supplement any provision herein which may be defective or inconsistent with
any other provision herein or therein; or



     (i) to eliminate any conflict between the terms of this Indenture and the Notes and the TIA;
or



     (j) to make any other provisions with respect to matters or questions arising under this
Indenture which shall not be inconsistent with any provision of this Indenture; provided such other
provisions shall not adversely affect in any material respect the interests of the Holders of
Outstanding Notes; or



     (k) to secure the Notes and the Guarantees; or



     (l) to add additional Guarantees or to release any Subsidiary Guarantors from Guarantees as
provided by the terms of this Indenture; or



     (m) to establish a series of Additional Notes as contemplated by Section 2.14 and to make any
change to Article II, Section 4.01 or the Exhibits hereto that applies only to Additional Notes
(other than a change relating to other provisions of this Indenture incorporated or referenced in
Article II, Section 4.01 or any such Exhibit).



     The terms of any document entered into pursuant to this Section shall be subject to prior
approval, if required, of any applicable Gaming Authority.



     SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.



     With the written consent of the Holders of not less than at least a majority in principal
amount of the Outstanding Notes, by Act of said Holders delivered to the Company and the Trustee,
the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto, or amendments to the Guarantees for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
the Guarantees or of modifying in any manner the rights of the Holders of the Notes under this
Indenture or the Guarantees; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Note affected thereby,



     (a) change the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Note, or reduce the principal amount thereof or the rate (or extend the time for
payment) of interest thereon or any premium payable upon redemption thereof, or change the currency
in which the principal of (and premium, if any) or interest on such Note is denominated or payable,
or impair the right to institute suit for the enforcement of any payment on or after the Stated
Maturity thereof (including, in the case of redemption, on or after the Redemption Date), or alter
any redemption provisions in a manner adverse to the Holders of Notes or release any Subsidiary
Guarantor under any Guarantee (except in accordance with the terms of the Indenture or the
Guarantee) or collateral, if any, securing the Notes (except in accordance with the terms of the
Indenture or the documents governing such collateral, if any); or



     (b) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose
Holders is required for any supplemental indenture, or the consent of whose Holders is required for
any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder
and their consequences provided for in this Indenture; or



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     (c) modify any of the provisions of this Section, Section 4.07 or Section 6.13, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
provided, however, that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of Sections 7.11 and 9.01(f); or



     (d) modify any of the provisions of this Indenture which by their terms expressly require the
consent of each affected Holder of Notes to modify.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



     The terms of any document entered into pursuant to this Section shall be subject to prior
approval, if required, of any applicable Gaming Authority. To the extent required by applicable
Gaming Laws, Notes held by a Disqualified Holder shall, so long as held by such a Person, be
disregarded for purposes of providing consents and determining the sufficiency of consents under
this Section 9.02.



     SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise in a material way.



     SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.



     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Notes affected thereby theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.



     SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT.



     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect.



     SECTION 9.06. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.



     Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article and affected thereby may, and shall, if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and
the Board of Directors, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes.



ARTICLE X

NOTE GUARANTEES




     SECTION 10.01. GUARANTEE.



     (a) In consideration of good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, each of the Subsidiary Guarantors, jointly and severally, hereby
unconditionally guarantees (each



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such guarantee, together with each New Guarantee and any future guarantees executed pursuant
to Section 4.08 hereof, being a “Guarantee”), to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee, irrespective of the validity and enforceability of this
Indenture, the Note or the Obligations of the Company under this Indenture or the Note, that: (i)
the principal of and interest on such Note will be paid in full when due, whether at the maturity
or interest payment date, by acceleration, call for redemption, upon a purchase offer or otherwise,
and interest on the overdue principal and interest, if any, of such Note, if lawful, and all other
obligations of the Company to the Holders or the Trustee under this Indenture or such Note will be
promptly paid in full or performed, all in accordance with the terms of this Indenture and the
Note; and (ii) in case of any extension of time of payment or renewal of any securities or any of
such other Obligations, they will be paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, upon
a purchase offer or otherwise (collectively, the “Guaranteed Obligations”). This Guarantee is a
guarantee of payment and not of collection.




     Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary
Guarantors shall be jointly and severally obligated to pay the same before failure to so pay
becomes an Event of Default.



     (b) Each Subsidiary Guarantor agrees that (i) its obligations with regard to this Guarantee
shall be unconditional, irrespective of the validity, regularity or enforceability of the Note or
this Indenture, any amendments to the Indenture or such Notes (other than this Article X), the
absence of any action to enforce the same, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstances that might otherwise constitute a legal or
equitable discharge or defense of a guarantor and (ii) this Guarantee will not be discharged except
by complete performance of the Obligations contained in the Note and this Indenture. Each of the
Subsidiary Guarantors hereby waives diligence, presentment, demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company or right to require the prior disposition of the assets of the
Company to meet its obligations, protest, notice and all demands whatsoever. Without limiting the
generality of the foregoing, each of the Subsidiary Guarantors hereby waives, to the extent
permitted under Nev. Rev. Stat. 40.495, any rights arising out of Nev. Rev. Stat. 40.430.



     (c) If any Holder or the Trustee is required by any court or otherwise to return to either the
Company or any Subsidiary Guarantor, or any Custodian, Trustee, or similar official acting in
relation to either the Company or any Subsidiary Guarantor, any amount paid by either the Company
or any of the Subsidiary Guarantors to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary
Guarantors agrees that it will not be entitled to any right of subrogation in relation to the
Holders in respect of any obligations guaranteed hereby except as set forth in Section 10.05
hereof.



     (d) Each of the Subsidiary Guarantors agrees that (i) the maturity of the Obligations
guaranteed hereby shall be accelerated as provided in Section 6.02 hereof for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration
as to the Company of the Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those Obligations as provided in Section 6.02, those obligations (whether or not
due and payable) will forthwith become due and payable by each of the Subsidiary Guarantors for the
purpose of this Guarantee.



     SECTION 10.02. EXECUTION AND DELIVERY OF GUARANTEE.



     To evidence its Guarantee set forth in Section 10.01, each of the Subsidiary Guarantors agrees
that a notation of such Guarantee substantially in the form of the notation to be included on each
Note authenticated and delivered by the Trustee as set forth in Exhibit E shall be endorsed and
that this Indenture shall be executed on behalf of such Subsidiary Guarantor by a duly authorized
officer.



     Each of the Subsidiary Guarantors agrees that its Guarantee set forth in Section 10.01 shall
remain in full force and effect and apply to all the Notes notwithstanding any failure to endorse
on each Note a notation of such Guarantee.



     If an Officer whose facsimile signature is on a Note no longer holds that office at the time
the Trustee authenticates the Note on which a Guarantee is endorsed, the Guarantee shall be valid
nevertheless.




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     The delivery of any Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the
Subsidiary Guarantors.



     SECTION
10.03. LIMITATION OF SUBSIDIARY GUARANTOR’S LIABILITY.



     Each Subsidiary Guarantor and by its acceptance hereof each Holder hereby confirms that it is
the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its
Guarantee set forth in this Indenture not constitute a fraudulent transfer or conveyance for
purposes of any federal or state law. To effectuate the foregoing intention, the Holders and each
Subsidiary Guarantor hereby irrevocably agree that the obligations of each such Subsidiary
Guarantor under this Guarantee shall be limited to the maximum amount as will, after giving effect
to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect
to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in
respect of the Obligations of such other Subsidiary Guarantor under its Guarantee set forth in this
Indenture or pursuant to Section 10.04, result in the obligations of such Subsidiary Guarantor
under such Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal
or state law. This Section 10.03 is for the benefit of the creditors of each Subsidiary Guarantor.



     SECTION
10.04. CONTRIBUTION.



     In order to provide for just and equitable contribution among the Subsidiary Guarantors, the
Subsidiary Guarantors agree, inter se, that in the event any payment or distribution is made by any
Subsidiary Guarantor (a “Funding Guarantor”) under the Guarantee, such Funding Guarantor shall be
entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the
net worth of each Subsidiary Guarantor (including the Funding Guarantor but, in the case of
Detroit, not in excess of the amount of proceeds of borrowings under the Credit Facility made
available to Detroit) for all payments, damages and expenses incurred by that Funding Guarantor in
discharging the Company’s obligations with respect to the Notes or any other Subsidiary Guarantor’s
obligations with respect to the Guarantee.



     SECTION
10.05. RIGHTS UNDER THE GUARANTEE.



     No payment by any Subsidiary Guarantor pursuant to the provisions hereof to the Trustee shall
entitle such Subsidiary Guarantor to any payment out of any collateral held by the Trustee under
this Indenture.



     (a) Each of the Subsidiary Guarantors waives notice of the issuance, sale and purchase of the
Note and notice from the Trustee or the Holders from time to time of any of the Note of their
acceptance and reliance on this Guarantee.



     (b) Notwithstanding any payment or payments made by the Subsidiary Guarantors by reason of
this Guarantee, the Subsidiary Guarantors shall not be subrogated to any rights of the Trustee or
any Holder against the Company until all the Notes shall have been paid or deemed to have been paid
within the meaning of the Indenture. Any payment made by the Subsidiary Guarantors by reason of
this Guarantee shall be in all respects subordinated to the full and complete payment or discharge
under this Indenture of all Obligations guaranteed hereby, and no payment by the Subsidiary
Guarantors by reason of this Guarantee shall give rise to any claim of the Subsidiary Guarantors
against the Trustee or any Holder of the Note. Unless and until the Note shall have been paid or
deemed to have been paid within the meaning of the Indenture, neither the Subsidiary Guarantors nor
any of them will assign or otherwise transfer any such claim against the Company to any other
Person.



     (c) No set-off, counterclaim, reduction or diminution of any obligation or any defense of any
kind or nature (other than performance by the Subsidiary Guarantors of their Obligations hereunder)
which any Subsidiary Guarantor may have or assert against the Trustee or any Holder of any Note
shall be available hereunder to such Subsidiary Guarantor against the Trustee.



     (d) Each Subsidiary Guarantor agrees to pay all costs, expenses and fees, including all
reasonable attorneys’ fees and expenses, which may be incurred by the Trustee in enforcing or
attempting to enforce this Guarantee or protecting the rights of the Trustee or the Holders of the
Notes, if any, in accordance with this Indenture.



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     SECTION
10.06. PRIMARY OBLIGATIONS.



     Each Subsidiary Guarantor agrees that it is directly liable to each Holder hereunder, that the
Obligations of each Subsidiary Guarantor hereunder are independent of the Obligations of the
Company or any other guarantor, and that a separate action may be brought against each Subsidiary
Guarantor, whether such action is brought against the Company or any other Subsidiary Guarantor or
whether the Company or any other guarantor is joined in such action. Each Subsidiary Guarantor
agrees that its liability hereunder shall be immediate and shall not be contingent upon the
exercise or enforcement by the Trustee or the Holders of the Notes of whatever remedies they may
have against the Company or any other guarantor, or the enforcement of any Lien or realization upon
any collateral the Trustee may at any time possess. Each Subsidiary Guarantor agrees that any
release which may be given by the Trustee or the Holders of the Notes to the Company or any other
guarantor shall not release such Subsidiary Guarantor. Each Subsidiary Guarantor consents and
agrees that the Trustee shall be under no obligation to marshal any property or assets of the
Company or any other guarantor in favor of such Subsidiary Guarantor, or against or in payment of
any or all of the Guaranteed Obligations.



     SECTION
10.07. WAIVERS.



     (a) Each Subsidiary Guarantor hereby waives any right to receive, or any claim or defense
based on failure to receive: (i) notice of the amount of the Guaranteed Obligations; (ii) notice
of any adverse change in the financial condition of the Company or of any other fact that might
increase such Subsidiary Guarantor’s risk hereunder; (iii) notice of a Default or Event of Default;
and (iv) all other notices (except if such notice is specifically required to be given to such
Subsidiary Guarantor under this Indenture to which such Subsidiary Guarantor is a party) and
demands to which such Subsidiary Guarantor might otherwise be entitled.



     (b) Each Subsidiary Guarantor hereby waives the right by statute or otherwise to require the
Trustee or the Holders to institute suit against the Company (or against any other Person) or to
exhaust any rights and remedies which the Trustee or the Holders have or may have against the
Company (or against any other Person). In this regard, each Subsidiary Guarantor agrees that it is
bound to the payment of each and all of the Guaranteed Obligations, whether now existing or
hereafter arising, as fully as if such Guaranteed Obligations were directly owing to the guaranteed
party by such Subsidiary Guarantor. Each Subsidiary Guarantor further waives any defense arising
by reason of any disability or other defense (other than the defense that the Guaranteed
Obligations shall have been fully and finally performed and indefeasibly paid) of the Company or by
reason of the cessation from any cause whatsoever of the liability of the Company in respect
thereof.



     (c) Each Subsidiary Guarantor hereby waives: (i) any claim or defense directly or indirectly
arising from or caused by any election of remedies by the Trustee or Holders of the Notes, whether
or not such election of remedies directly or indirectly results in impairment or loss of rights or
claims of such Subsidiary Guarantor against the Company or other Persons; and (ii) any defenses
based on suretyship law or impairment of collateral.



     SECTION
10.08. RELEASES.



     Each Subsidiary Guarantor consents and agrees that, without notice to or by such Subsidiary
Guarantor and without affecting or impairing the Obligations of such Subsidiary Guarantor
hereunder, the Trustee may, by action or inaction, compromise or settle, extend the period of
duration or the time for the payment, or discharge the performance of, or may refuse to, or
otherwise not enforce, or may, by action or inaction, release all or any one or more parties to,
any one or more of the terms and provisions of this Indenture or may grant other indulgences to the
Company in respect thereof, or may, by action or inaction, release or substitute any other
guarantor, if any, of the Guaranteed Obligations, or may enforce, exchange, release, or waive, by
action or inaction, any security for the Guaranteed Obligations or any other guarantee of the
Guaranteed Obligations, or any portion thereof.



     SECTION
10.09. NO ELECTION.



     The Trustee shall have the right to seek recourse against each Subsidiary Guarantor to the
fullest extent provided for herein and no election by the Trustee to proceed in one form of action
or proceeding, or against any



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party, or on any Obligation, shall constitute a waiver of Trustee’s right to proceed in any
other form of action or proceeding, or against other parties unless the Trustee has expressly
waived such right in writing.




     SECTION
10.10. FINANCIAL CONDITION OF THE COMPANY.



     Each Subsidiary Guarantor represents and warrants to the Trustee and Holders that it is
currently informed of the financial condition of the Company and, of all other circumstances which
a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed
Obligations. Each Subsidiary Guarantor further represents and warrants to the Trustee and Holders
that it has read and understands the terms and conditions of this Indenture. Each Subsidiary
Guarantor hereby covenants that it will continue to keep itself informed of the Company’s financial
condition, the financial condition of other guarantors, if any, and of all other circumstances
which bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.



     SECTION
10.11. CONSOLIDATION, MERGER, ETC., ONLY ON CERTAIN TERMS.



     No Subsidiary Guarantor shall consolidate with, merge with or into, or sell, assign, convey,
transfer or lease its properties and assets substantially in their entirety (computed on a
consolidated basis) to any Person, unless:




     (i) subject to the following paragraph, the Person formed by or surviving any such
consolidation or merger (if other than the Subsidiary Guarantor, another Subsidiary
Guarantor or the Company) is a corporation organized and existing under the laws of the
United States, any State thereof or the District of Columbia and assumes, by supplemental
indenture hereto, all of the obligations of such Subsidiary Guarantor under this Guarantee
and this Indenture;




    (ii) immediately after giving effect to such transaction, no Event of Default or
Default shall exist; and




   (iii) such Person executing the supplemental indenture required pursuant to clause (i)
above, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
conforming to the provisions of Section 11.05 hereof and each stating that such
consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply
with this provision and that all conditions precedent herein provided for relating to such
transaction have been complied with.


Notwithstanding the preceding paragraph, in the event of (a) a sale or other disposition of all of
the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise or (b) a sale
or other disposition of all of the capital stock of any Subsidiary Guarantor, then the Subsidiary
Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or
otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring
the property (in the event of a sale or other disposition of all of the assets of the Subsidiary
Guarantor) will be released and relieved of any obligations under its Guarantee set forth in this
Indenture, except in the event of a sale or other disposition to the Company, any other Subsidiary
Guarantor or any Affiliate thereof. Upon delivery by the Company to the Trustee of an Officers’
Certificate and Opinion of Counsel conforming to the provisions of Section 11.05 hereof, to the
effect that such sale or other disposition was made by the Company or such Subsidiary Guarantor in
accordance with the provisions of this Indenture, the Trustee shall execute any documents
reasonably required in order to evidence the release of any such Subsidiary Guarantor from its
Guaranteed Obligations under its Guarantee set forth in this Indenture. Notwithstanding the
foregoing, any Subsidiary Guarantor will automatically be released from all obligations under its
Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and
of no further force and effect, upon the merger or consolidation of any Subsidiary Guarantor with
and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or
consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the
transfer of all of its assets to the Company or another Subsidiary Guarantor.







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ARTICLE XI

MISCELLANEOUS




     SECTION
11.01. TRUST INDENTURE ACT CONTROLS.



     If any provision of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in this Indenture by the TIA, the required TIA provision shall control.



     SECTION
11.02. NOTICES.



     Any notice or communication shall be in writing and shall be hand delivered or mailed by first
class mail (registered or certified, return receipt requested) or sent by facsimile, to the
following addresses:



     if to the Company:


MGM Resorts International

3600 Las Vegas Boulevard South,

Las Vegas, Nevada 89109


Telecopier no.: (702)693-7628

Attention of: Treasurer.




     if to the Trustee:


U.S. BANK NATIONAL ASSOCIATION

60 Livingston Avenue,

St. Paul, MN 55107-1419



Telecopier no.: (651) 495-8097

Attention of: Corporate Trust Administration




     The Company or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications. Any notice or communication to the Company,
any Subsidiary Guarantors or the Trustee, shall be deemed to have been given or made as of the date
delivered if personally delivered; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and five (5) calendar days after mailing if sent by registered or certified mail,
postage prepaid (except that a notice of change of address shall not be deemed to have been given
until actually received by the addressee).



     Any notice or communication mailed to a Holder shall be made in compliance with TIA § 313(c)
and mailed to the Holder at the Holder’s address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time prescribed.



     Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.



     SECTION
11.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.



     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Subsidiary Guarantors, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).



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     SECTION
11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.



     Upon any request or application by the Company to the Trustee to take or refrain from taking
any action under this Indenture, at the request of the Trustee the Company shall furnish to the
Trustee:



     (1) an Officers’ Certificate in form and substance satisfactory to the Trustee (which shall
include the statements set forth in Section 11.05) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with, provided, however, that with respect to matters of law, an Officers’
Certificate may be based upon an Opinion of Counsel, unless the signers know, or in the exercise of
reasonable care should know, that such Opinion of Counsel is erroneous; and



     (2) an Opinion of Counsel in form and substance satisfactory to the Trustee (which shall
include the statements set forth in Section 11.05) stating that, in the opinion of such counsel,
all such conditions precedent have been complied with, provided, further, that with respect to
matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of
public officials, unless the signer knows, or in the exercise of reasonable care should know, that
any such document is erroneous.



     To the extent applicable, the Company shall comply with TIA§ 314(c)(3).



     SECTION
11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.



     Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture shall include:



     (1) a statement that the individual making such certificate or opinion has read such covenant
or condition;



     (2) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;



     (3) a statement that, in the opinion of such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with or satisfied; and



     (4) a statement as to whether or not, in the opinion of such individual, such covenant or
condition has been complied with.



     SECTION
11.06. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR.



     The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar
and the Paying Agent may make reasonable rules for their functions.



     SECTION
11.07. BUSINESS DAYS.



     Unless otherwise specified pursuant to this Indenture or in any Note, in any case where any
Interest Payment Date, Redemption Date or Stated Maturity of the Notes shall not be a Business Day
at any Place of Payment for such Notes, then (notwithstanding any other provision of this Indenture
or of such Notes) payment of principal (and premium, if any) or interest need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or
at the Stated Maturity, and no interest shall accrue on the amount so payable for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to
such Business Day if such payment is made or duly provided for on such Business Day.



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     SECTION
11.08. GOVERNING LAW.



     THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF
THE STATE OF NEVADA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE SUBSIDIARY GUARANTEES.



     SECTION
11.09. NO RECOURSE AGAINST OTHERS.



     No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary
Guarantor or any of their parent companies shall have any liability for any Obligations of the
Company or the Subsidiary Guarantors under the Notes, the Subsidiary Guarantees, this Indenture or
the Collateral Documents or for any claim based on, in respect of, or by reason of such Obligations
or their creation. Each Holder by accepting the Notes waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes. Such waiver may
not be effective to waive liabilities of directors, officers or persons controlling the Company
under the federal securities laws and it is the view of the Commission that such waiver is against
public policy and is therefore unenforceable.



     SECTION
11.10. SUCCESSORS.



     All agreements of the Company and each Subsidiary Guarantor in this Indenture and the Notes
(including the Note Guarantee endorsements thereon) shall bind their successors. All agreements of
the Trustee in this Indenture shall bind its successors.



     SECTION
11.11. MULTIPLE ORIGINALS.



     The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.



     SECTION
11.12. TABLE OF CONTENTS; HEADINGS.



     The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended to be considered a
part hereof and shall not modify or restrict any of the terms or provisions hereof.



     SECTION
11.13. SEVERABILITY.



     In case any one or more of the provisions in this Indenture, in the Notes or in the Guarantees
shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.



     SECTION
11.14. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.



     This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.



     SECTION
11.15. NO PARENT LIABILITY.



     In the event (a) there is any Default, Event of Default or other default or alleged default by
the Company, any Subsidiary Guarantor or any Affiliate of any thereof under this Indenture, the
Notes, any Guarantee or any other document, instrument or agreement arising out of or relating to
any of the foregoing (collectively, the “Transaction



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Documents”) or (b) the Trustee, any Holder of any Note or any Affiliate of any of the
foregoing has or may have any claim arising from or relating to the terms of any Transaction
Document, neither the Trustee, such Holder or such Affiliate shall commence any lawsuit or
otherwise seek to impose any liability whatsoever in respect thereof against Tracinda Corporation
or its shareholder (hereinafter collectively referred to as “Tracinda”). Tracinda shall not have
any liability whatsoever with respect to any Transaction Document or any matters relating to or
arising from any Transaction Document. None of the Trustee, any Holder of any Note or any
Affiliate of any of the foregoing shall assert or permit any Person claiming through any of them to
assert a claim or impose any liability against Tracinda as to any matter or thing arising out of or
relating to any Transaction Document or any alleged breach or default of any Transaction Document
by the Company, any Subsidiary Guarantor or any Affiliate thereof. Tracinda is not a party to any
Transaction Document and is not liable for any alleged breach or default of any Transaction
Document by the Company, any Subsidiary Guarantor or any Affiliate of any thereof. The terms of
this Section 11.15 shall control, notwithstanding anything to the contrary appearing in any
Transaction Document.







-63-









 








     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and
delivered all as of the day and year first above written.



	 	 	 	 	 	 	 

	 	 	MGM Resorts International	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John M. McManus
 

John M. McManus
	 	 
	 

	 	Title:
	 	Executive Vice President, General Counsel 

and Secretary	 	 






SIGNATURE PAGE TO MGM RESORTS INTERNATIONAL INDENTURE

OCTOBER 2010




 









 




	 	 	 	 	 	 	 

	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 
	 
	 

	 	By:	 	/s/ Raymond S. Haverstock 
	 	 
	 

	 	Name:
	 	Raymond S. Haverstock 

	 	 
	 

	 	Title:
	 	Vice President 

	 	 






-2-









 






	 	 	 	 	 	 	 

	 	 	SUBSIDIARY
GUARANTORS:


350 LEASING COMPANY I, LLC, a Nevada limited liability company

350 LEASING COMPANY II, LLC, a Nevada limited liability company

450 LEASING COMPANY I, LLC, a Nevada limited liability company

550 LEASING COMPANY I, LLC, a Nevada limited liability company

550 LEASING COMPANY II, LLC, a Nevada limited liability company

AC HOLDING CORP., a Nevada corporation

AC HOLDING CORP. II, a Nevada corporation

ARIA RESORT & CASINO, LLC, a Nevada limited liability company

BEAU RIVAGE DISTRIBUTION CORP., a Mississippi corporation

BEAU RIVAGE RESORTS, INC., a Mississippi corporation

BELLAGIO, LLC, a Nevada limited liability company

BUNGALOW, INC., a Mississippi corporation

CIRCUS CIRCUS CASINOS, INC., a Nevada corporation

MGM RESORTS MISSISSIPPI, INC., a Mississippi corporation

CITYCENTER FACILITIES MANAGEMENT, LLC, a Nevada limited liability company

CITYCENTER REALTY CORPORATION, a Nevada corporation

DESTRON, INC., a Nevada corporation

DIAMOND GOLD, INC., a Nevada corporation

GALLEON, INC., a Nevada corporation

GOLD STRIKE AVIATION, INCORPORATED, a Nevada corporation

GOLD STRIKE FUEL COMPANY, LLC, a Nevada limited liability company

GOLD STRIKE L.V., a Nevada partnership
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Diamond Gold Inc., a Nevada corporation, Partner
	 

	 	 	 	By:
	 	M.S.E. Investments, Incorporated, a Nevada
corporation, Partner
	 
	 	 	 	 	 	 
	 	 	GOLDSTRIKE FINANCE COMPANY, INC., a Nevada corporation

GRAND LAUNDRY, INC., a Nevada corporation

IKM MGM MANAGEMENT, LLC, a Nevada limited liability company

IKM MGM, LLC, a Nevada limited liability company

JEAN DEVELOPMENT COMPANY, LLC, a Nevada limited liability company

JEAN DEVELOPMENT NORTH, LLC, a Nevada limited liability company

JEAN DEVELOPMENT WEST, LLC, a Nevada limited liability company

JEAN FUEL COMPANY WEST, LLC, a Nevada limited liability company

LV CONCRETE CORP., a Nevada corporation

M.I.R. TRAVEL, a Nevada corporation

M.S.E. INVESTMENTS, INCORPORATED, a Nevada corporation

MAC, CORP., a New Jersey corporation

MANDALAY CORP., a Nevada corporation

MANDALAY EMPLOYMENT, LLC, a Nevada limited liability company

MANDALAY MARKETING AND EVENTS, a Nevada corporation

	 
	 	 	 	 	 	 
	SIGNATURE PAGE TO MGM RESORTS INTERNATIONAL INDENTURE

OCTOBER 2010






 









 






	 	 	 	 	 	 	 

	 	 	MANDALAY PLACE, a Nevada corporation

MANDALAY RESORT GROUP, a Nevada corporation

METROPOLITAN MARKETING, LLC, a Nevada limited liability company

MGM GRAND ATLANTIC CITY, INC., a New Jersey corporation

MGM GRAND CONDOMINIUMS, LLC, a Nevada limited liability company

MGM GRAND CONDOMINIUMS II, LLC, a Nevada limited liability company

MGM GRAND CONDOMINIUMS III, LLC, a Nevada limited liability company

MGM GRAND CONDOMINIUMS EAST-TOWER I, LLC, a Nevada limited liability company

MGM GRAND DETROIT, INC., a Delaware corporation

MGM GRAND HOTEL, LLC, a Nevada limited liability company

MGM GRAND NEW YORK, LLC, a Nevada limited liability company

MGM GRAND RESORTS, LLC, a Nevada limited liability company

MGM GRAND RESORTS DEVELOPMENT (F.K.A. MANDALAY DEVELOPMENT), a Nevada corporation

MGM RESORTS ADVERTISING, INC., a Nevada corporation

MGM RESORTS AIRCRAFT HOLDINGS, LLC, a Nevada limited liability company

MGM RESORTS AVIATION CORP., a Nevada corporation

MGM RESORTS CORPORATE SERVICES, a Nevada corporation

MGM RESORTS INTERNATIONAL DESIGN, a Nevada corporation

MGM RESORTS DEVELOPMENT, LLC, a Nevada limited liability company

MGM RESORTS ENTERTAINMENT AND SPORTS, a Nevada corporation

MGM RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC, a Nevada limited liability company

MGM HOSPITALITY, LLC, a Nevada limited liability company

MGM INTERNATIONAL, LLC, a Nevada limited liability company

MGM RESORTS INTERNATIONAL MARKETING, INC., a Nevada corporation

MGM RESORTS LAND HOLDINGS, LLC, a Nevada limited liability company

MGM RESORTS MANAGEMENT AND TECHNICAL SERVICES, LLC, a Nevada limited liability company

MGM RESORTS MANUFACTURING CORP., a Nevada corporation

MGM RESORTS INTERNATIONAL OPERATIONS, INC., a Nevada corporation

MGM RESORTS RETAIL, a Nevada corporation

MH, INC., a Nevada corporation

MIRAGE LAUNDRY SERVICES CORP., a Nevada corporation

MIRAGE LEASING CORP., a Nevada corporation

MIRAGE RESORTS, INCORPORATED, a Nevada corporation

MMNY LAND COMPANY, INC., a New York corporation

MRG VEGAS PORTAL, INC., a Nevada corporation

MRGS, LLC, a Nevada limited liability company

NEVADA LANDING PARTNERSHIP, an Illinois partnership
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Diamond Gold Inc., a Nevada corporation, Partner
	 
	 	 	 	 	 	 
	SIGNATURE PAGE TO MGM RESORTS INTERNATIONAL INDENTURE

OCTOBER 2010






 









 






	 	 	 	 	 	 	 

	 

	 	 	 	By:
	 	M.S.E. Investments, Incorporated, a Nevada
corporation, Partner
	 
	 	 	 	 	 	 
	 	 	NEW CASTLE CORP., a Nevada corporation

NEW PRMA LAS VEGAS, INC., a Nevada corporation

NEW YORK-NEW YORK HOTEL & CASINO, LLC, a Nevada limited liability company

NEW YORK-NEW YORK TOWER, LLC, a Nevada limited liability company

OE PUB, LLC, a Nevada limited liability company

PRMA LAND DEVELOPMENT COMPANY, a Nevada corporation

PRMA, LLC, a Nevada limited liability company

PROJECT CC, LLC, a Nevada limited liability company

RAILROAD PASS INVESTMENT GROUP, a Nevada partnership

RAMPARTS, INC., a Nevada corporation

RAMPARTS INTERNATIONAL, a Nevada corporation

REVIVE PARTNERS, LLC, a Nevada limited liability company

SIGNATURE TOWER I, LLC, a Nevada limited liability company

SIGNATURE TOWER 2, LLC, a Nevada limited liability company

SIGNATURE TOWER 3, LLC, a Nevada limited liability company

THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC, a Nevada limited liability company

THE SIGNATURE CONDOMINIUMS, LLC, a Nevada limited liability company

THE MIRAGE CASINO-HOTEL, a Nevada corporation

TOWER B, LLC, a Nevada limited liability company

TOWER C, LLC, a Nevada limited liability company

VDARA CONDO HOTEL, LLC, a Nevada limited liability company

VICTORIA PARTNERS, a Nevada partnership
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	MRGS LLC, a Nevada limited
liability company, Partner
	 

	 	 	 	By:
	 	Gold Strike L.V., a Nevada partnership, Partner
	 
	 	 	 	 	 	 
	 	 	VIDIAD, a Nevada corporation

VINTAGE LAND HOLDINGS, LLC, a Nevada limited liability company

VINTAGE LAND HOLDINGS II, LLC, a Nevada limited liability company






[The remainder of this page is intentionally left blank. Signature on the following page.]




SIGNATURE PAGE TO MGM RESORTS INTERNATIONAL INDENTURE

OCTOBER 2010



 









 








	 	 	 	 	 	 	 

	 	 	By:	/s/ John M. McManus  	 	 
	 

	 	Name:
	 	 

John M. McManus
	 	 
	 

	 	Title:
	 	Secretary or Attorney-in-Fact,

as applicable, of each of the foregoing	 	 






SIGNATURE PAGE TO MGM RESORTS INTERNATIONAL INDENTURE

OCTOBER 2010



 









 





EXHIBIT A




FORM OF [GLOBAL] NOTE




CUSIP No. [          ]1




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO MGM RESORTS INTERNATIONAL OR ITS AGENT FOR
REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THE NOTE IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER:




     (1) REPRESENTS THAT IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, IS A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT
EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND




     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE (AS DEFINED IN THE NEXT PARAGRAPH), EXCEPT:




     (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR




     (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT, OR




     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, OR






 




			
	1	 	144A: 55303Q AB6
Reg S: U5929H AA4





A-1









 






     (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



     THE RESALE RESTRICTION TERMINATION DATE WILL BE THE DATE (1) THAT IS AT LEAST ONE YEAR AFTER
THE LAST ORIGINAL ISSUE DATE HEREOF AND (2) ON WHICH THE COMPANY INSTRUCTS THE TRUSTEE THAT THIS
LEGEND SHALL BE DEEMED REMOVED FROM THIS SECURITY, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN
THE INDENTURE RELATING TO THIS SECURITY.



     PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY AND THE
TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER
EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING
MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.]2



     [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE. THE
HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IF IT IS A
PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OF THE
SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE
PERIOD” WITHIN THE MEANING OF RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE
MADE BY IT TO A U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF
RULE 902(k) UNDER THE SECURITIES ACT.]3





 




			
	2	 	Insert for Restricted Global Note.
	 
	3	 	Insert for Temporary Regulation S Global Note.




A-2









 










MGM RESORTS INTERNATIONAL




10% Senior Note Due November 1, 2016



			
	 	 	 
	No. __
	 	$[_________]






     MGM RESORTS INTERNATIONAL (f/k/a MGM MIRAGE), a Delaware corporation (the “Company”), promises
to pay to Cede & Co. or registered assigns, or its registered assigns, the principal sum of [_____]
in U.S. Dollars on November, 1 2016.



	 	 	 
	Interest Payment Dates:

	 	May 1 and November 1
	 
	 	 
	Record Dates:

	 	April 15 and October 15






     Additional provisions of this Note are set forth on the other side of this Note.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 	 	 

	 	 	MGM RESORTS INTERNATIONAL	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

John M. McManus
	 	 
	 

	 	Title:
	 	Executive Vice President, General Counsel


and Secretary	 	 






Attest:




	 	 	 	 	 

	 	 	 
	Name:

	 	Troy E. McHenry	 	 
	Title:

	 	Vice President, Deputy General Counsel and

Assistant Secretary	 	 






[Authentication Page to Follow]







A-4









 








CERTIFICATE OF AUTHENTICATION




     This is one of the Notes designated therein referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 

	Dated:	 	U.S. BANK NATIONAL ASSOCIATION,

As Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






A-5









 





[FORM OF REVERSE SIDE OF NOTE]




10% Senior Note Due November 1, 2016



     1. INTEREST



     MGM RESORTS INTERNATIONAL, a Delaware corporation (the “Company”), promises to pay interest on
the principal amount of this Note at the rate per annum shown above and shall pay Additional
Interest, if any, payable pursuant to the relevant Registration Rights Agreement.



     The Company shall pay interest (including Additional Interest, if any) semi-annually in
arrears on May 1 and November 1 of each year commencing on May 1, 2011. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been paid,
from [ ], with respect to this Note. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.



     2. METHOD OF PAYMENT



     The Company shall pay interest (except defaulted interest but including Additional Interest,
if any) on the Notes to the Persons who are registered Holders of Notes at the close of business on
the April 15 or October 15 immediately preceding the interest payment date even if Notes are
canceled after the record date and on or before the interest payment date. Holders must surrender
Notes to a Paying Agent to collect principal payments. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal tender for payment of
public and private debts. However, all payments in respect of this Note (including principal,
premium, if any, interest and Additional Interest, if any) must be made by wire transfer of
immediately available funds to the accounts specified by the Holder hereof.



     3. PAYING AGENT AND REGISTRAR



     Initially, U.S. BANK NATIONAL ASSOCIATION (the “Trustee”) shall act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to the
Holders. The Company or any domestically organized Subsidiary may act as Paying Agent or
Registrar.



     4. INDENTURE



     The Company issued the Notes under an Indenture dated as of October 28, 2010 (the
“Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the TIA.
Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and
the TIA for a statement of those terms.



     The Notes are unsecured senior obligations of the Company. Subject to the conditions set
forth in the Indenture, the Company may issue Additional Notes in an unlimited principal amount.
This Note is one of the Notes referred to in the Indenture. The Notes include the Initial Notes,
the Additional Notes and any Exchange Notes or Private Exchange Notes issued in exchange for
Additional Notes or Initial Notes pursuant to the Registration Rights Agreement and the Indenture.
The Initial Notes, the Additional Notes, the Exchange Notes and the Private Exchange Notes are
treated as a single class of Notes under the Indenture. The Subsidiary Guarantors have, jointly
and severally, unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis
pursuant to the terms of the Indenture.



     5. OPTIONAL REDEMPTION; MANDATORY DISPOSITION PURSUANT TO GAMING LAWS



     The Notes are redeemable at the option of the Company, in whole or in part at any time at a
redemption price (the “Redemption Price”) equal to the greater of:



A-6









 






	 	•	 	100% of the principal amount thereof; or
	 
	 	•	 	as determined by an Independent Investment Banker, the sum of the present
values of the remaining scheduled payments of principal and interest on the Notes
to be redeemed (not including any portion of such payments of interest accrued to
the Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 50 basis points,





     plus, in either of the above cases, accrued and unpaid interest to the Redemption Date on the
Notes to be redeemed.



     “Adjusted Treasury Rate” means, with respect to any Redemption Date:




	 	•	 	the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes yields
on actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before or
after the Remaining Life (as defined below), yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month); or
	 
	 	•	 	if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.





     The Adjusted Treasury Rate shall be calculated by an Independent Investment Banker on the
third Business Day preceding the Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such securities (“Remaining Life”).



     “Comparable Treasury Price” means (1) the average of four Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.



     “Reference Treasury Dealer” means any primary U.S. Government securities dealer in New York
City selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent Investment Banker, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.



A-7









 





     The rights of each Holder or beneficial owner of Notes are subject to the Gaming Laws and
requirements of the Gaming Authorities. Notwithstanding any other provision of the Indenture, if
any Gaming Authority requires that a Holder or beneficial owner of Notes of a Holder must be
licensed, qualified or found suitable under any Gaming Law, such Holder or such beneficial owner
shall apply for a license, qualification or a finding of suitability, as the case may be, within
the required time period. If such person fails to apply or become licensed or qualified or is not
found suitable (in each case, a “failure of compliance”), the Company shall have the right, at its
option, (i) to require such Holder or owner to dispose of such Holder’s or beneficial owner’s Notes
within 30 days of receipt of notice of the Company’s election or such earlier date as may be
requested or prescribed by such Gaming Authority, or (ii) to redeem such Notes, which Redemption
Date may be less than 30 days following the notice of redemption if so requested or prescribed by
the Gaming Authority, at a redemption price equal to (a) the lesser of (1) the Holder’s cost, plus
accrued and unpaid interest, if any, to the earlier of the Redemption Date or the date of the
finding of unsuitability or failure to comply and (2) 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the earlier of the Redemption Date and the date of the
finding of unsuitability or failure to comply or (b) such other amount as may be required by
applicable Gaming Laws or by order of any Gaming Authority. The Company shall notify the Trustee
in writing of any such failure of compliance or redemption as soon as practicable. The Company
shall not be responsible for any costs or expenses any such Holder or beneficial owner may incur in
connection with its application for a license, qualification or finding of suitability.
Immediately upon the imposition of a requirement to dispose of the Notes by a Gaming Authority,
such Holder or beneficial owner shall, to the extent required by applicable Gaming Laws, have no
further right (i) to exercise, directly or indirectly, through any trustee, nominee or any other
person or entity, any right conferred by the Notes, or (ii) to receive any remuneration in any form
with respect to the Notes from the Company or the Trustee, except the redemption price.



     6. NOTICES OF REDEMPTION



     Notices of redemption shall be mailed by first-class mail at least 30 (unless a shorter notice
is acceptable to the Trustee) days but not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at its registered address all in accordance with the Indenture. If
less than all of the Notes are to be redeemed at any time (other than pursuant to paragraph 5
above) the particular Notes to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Notes not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate. On and after the redemption date,
interest ceases to accrue on Notes or portions of them called for redemption.



     7. DENOMINATIONS; TRANSFER; EXCHANGE



     The Notes are in registered form without coupons in denominations of $2,000 and whole
multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture.
Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate transfer documents and to pay any taxes required by law or permitted
by the Indenture. The Registrar shall not be required (A) to issue, to register the transfer of or
to exchange any Notes during a period beginning at the opening of business 15 calendar days before
the day of any selection of Notes for redemption and ending at the close of business on the day of
selection, (B) to register the transfer of or to exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to
register the transfer of or to exchange a Note between a record date and the next succeeding
interest payment date.



     8. PERSONS DEEMED OWNERS



     The registered Holder of this Note may be treated as the owner of it for all purposes.



     9. UNCLAIMED MONEY



     If money for the payment of principal or interest remains unclaimed for two years, the Paying
Agent shall pay the money back to the Company at its request, or if then held by the Company or a
domestic Subsidiary, shall be discharged from such trust (unless an abandoned property law
designates another Person for payment thereof). After any such payment, Holders entitled to the
money must look only to the Company for payment thereof, and all liability of the Paying Agent with
respect to such money, and all liability of the Company or such permitted Subsidiary as trustee
thereof, shall thereupon cease.



A-8









 





     10. DISCHARGE AND DEFEASANCE



     Subject to certain conditions set forth in the Indenture, the Company at any time may
terminate some or all of its obligations under the Indenture with respect to the Notes if, among
other things, the Company deposits with the Trustee funds for the payment of principal and interest
on the Notes to redemption or maturity, as the case may be.



     11. AMENDMENT, WAIVER



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Notes at the time outstanding. The Indenture also
contains provisions, with certain exceptions as therein provided, permitting the Holders of a
majority in principal amount of the Notes at the time outstanding, on behalf of the Holders of all
such Notes, to waive compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. The Indenture also permits certain other
amendments, modifications or waivers thereof only with the consent of all affected Holders of the
Notes, while certain other amendments or modifications may be made without the consent of any
Holders of Notes. Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the
transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note. The right of any Holder of a Note (or such Holder’s duly
designated proxy) to participate in any consent required or sought pursuant to any provision of the
Indenture (and the obligation of the Company to obtain any such consent otherwise required from
such Holder) may be subject to the requirement that such Holder shall have been the Holder of
record of Notes as of a date set by the Company and identified by the Trustee in a notice furnished
to Holders of the Notes in accordance with the terms of the Indenture.



     12. DEFAULTS AND REMEDIES



     Events of Default are set forth in the Indenture. If an Event of Default shall have occurred
and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding
Notes may declare the principal of, premium, if any, and accrued interest (including Additional
Interest, if any) on all the Notes to be due and payable by notice in writing to the Company and,
if given by the Holders, to the Trustee, specifying the respective Events of Default, and the same
shall become immediately due and payable.



     Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security
reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal
amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in payment of principal,
premium, if any, or interest) if and so long as a committee of its Trust Officers in good faith
determines that withholding notice is in the interest of the Holders.



     13. TRUSTEE DEALINGS WITH THE COMPANY



     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were not Trustee.



     14. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS



     No past, present or future director, officer, employee, stockholder or incorporator, as such,
of the Company or any successor corporation shall have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. Each Holder by



A-9









 




accepting a Note waives and releases all such liability. The waiver and release are part of
the consideration for the issue of the Notes.




     15. GOVERNING LAW



     THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEVADA BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



     16. AUTHENTICATION



     This Note and the Subsidiary Guarantee endorsed hereon shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.



     17. ABBREVIATIONS



     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).



     18. CUSIP NUMBERS



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures the Company has caused CUSIP numbers to be printed on the Notes and has directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



     The Company shall furnish to any Holder upon written request and without charge to the Holder
a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made
to:



MGM RESORTS INTERNATIONAL

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109




Attention of Secretary



A-10









 





ASSIGNMENT FORM



To assign this Note, fill in the form below:



I or we assign and transfer this Note to




 
(Print or type assignee’s name, address and zip code)




 
(Insert assignee’s soc. sec. or tax I.D. No.)


and irrevocably appoint ___________________ agent to transfer this Note on the books of the
Company. The agent may substitute another to act for him.



Date: ________________ Your Signature: _____________________




	 	 	 	 	 

	Signature Guarantee:
	 	 	 	 
	 

	 	 

(Signature must be guaranteed by a participant in a

recognized signature guarantee medallion program)
	 	 
	 
	 	 	 	 
	 	 	 
	Sign exactly as your name appears on the other side of this Note.

	 	 










A-11









 








SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




     The following increases or decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	 	 	 
	 	 	Amount of decrease in	 	 	Amount of increase in	 	 	this Global Note fol-	 	 	Signature of authorized	 
	 	 	Principal Amount of	 	 	Principal Amount of	 	 	lowing such decrease	 	 	signatory of Trustee or	 
	Date of Exchange	 	this Global Note	 	 	this Global Note	 	 	or increase	 	 	Notes Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





A-12









 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




MGM RESORTS INTERNATIONAL

U.S. BANK NATIONAL ASSOCIATION

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Attention: Corporate Trust Trustee Administration





			
	          Re:	 	MGM RESORTS INTERNATIONAL (the “Company”)

10% Senior Notes due 2016 (the “Notes”).





     Reference is hereby made to that certain Indenture dated October 28, 2010 (the “Indenture”),
among MGM RESORTS INTERNATIONAL (f/k/a MGM MIRAGE), as Company (the “Company”), the Subsidiary
Guarantors (as defined therein) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



     ______________ (the “Transferor”) owns and proposes to transfer the Note[s] or interests in
such Note[s] specified in Annex A hereto, in the principal amount of $___________ (the “Transfer”),
to __________ (the “Transferee”), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that:



     [CHECK ALL THAT APPLY]



     1. o Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global
Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest in a Global Note or a Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest in a Global Note or such
Definitive Note for its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any
state of the United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the Rule 144A
Global Note and/or the Definitive Note and in the Indenture and with the Securities Act.



     2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S Global
Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and
in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in the United States
and (x) at the time the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in the United States,
(ii) no directed selling efforts (as defined in Rule 902 of Regulation S) have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period (as provided in Rule 904 of Regulation S), the
transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser) and the interest transferred will be held immediately thereafter through
Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms
of the Indenture, the transferred beneficial interest in a Global Note or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the
Indenture and with the Securities Act.



B-1









 






     3. o Check and complete if Transferee will take delivery of a beneficial interest in a IAI
Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other
than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one):




     (a) o such Transfer is being effected to the Company or a subsidiary thereof; or




     (b) o such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other than
Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that
it has not engaged in any general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture (attached hereto) and
(2) if such transfer is in respect of an aggregate principal amount of less than $100,000,
an Opinion of Counsel acceptable to the Company that such transfer is in compliance with the
Securities Act.



     Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on IAI Global Note or the Restricted Definitive
Notes and in the Indenture and the Securities Act.



     4. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global
Note or of an Unrestricted Definitive Note.




     (a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with
the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest in a Global
Note or Definitive Note will no longer be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.




     (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.




     (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any State of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest in a Global Note or Definitive Note will not be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture. This
certificate and the statements contained herein are made for your benefit and the benefit of
the Company.



B-2









 






     (d) o Check if Transfer is Pursuant to Registration Statement. Such Transfer is being
effected pursuant to an effective registration statement under the Securities Act and in
compliance with the prospectus delivery requirements of the Securities Act.



	 	 	 	 	 

	 	 	 
	[Insert Name of Transferor]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 






Dated:____________








B-3









 








ANNEX A TO CERTIFICATE OF TRANSFER



1. The Transferor owns and proposes to transfer the following:



[CHECK ONE OF (a) OR (b)]




	 	 	 	 	 	 	 

	 

	 	(a)
	 	o
	 	a beneficial interest in the:
	 
	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	o     Rule 144A Global Note (CUSIP          ), or
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	o     Regulation S Global Note (CUSIP ______), or
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	o
	 	a Restricted Definitive Note.





2. After the Transfer the Transferee will hold:



[CHECK ONE]




	 	 	 	 	 	 	 

	 

	 	(a)
	 	o
	 	a beneficial interest in the:
	 
	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	o     Rule 144A Global Note (CUSIP ______), or
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	o     Regulation S Global Note (CUSIP ______), or
	 
	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	o     Unrestricted Global Note (CUSIP ______); or
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	o
	 	a Restricted Definitive Note; or
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	o
	 	an Unrestricted Definitive Note,





in accordance with the terms of the Indenture.




B-4









 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




MGM RESORTS INTERNATIONAL

U.S. BANK NATIONAL ASSOCIATION

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Attention: Corporate Trust Trustee Administration





			
	          Re:	 	MGM RESORTS INTERNATIONAL (the “Company”)

10% Senior Notes due 2016 (the “Notes”).





     Reference is hereby made to that certain Indenture dated October 28, 2010 (the “Indenture”)
among MGM RESORTS INTERNATIONAL (f/k/a MGM MIRAGE), as Company (the “Company”), the Initial
Guarantors (as defined therein) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



     ____________, (the “Owner”) owns and proposes to exchange the Notes or beneficial interests in
the Notes specified herein, in the principal amount of $____________ (the “Exchange”). In
connection with the Exchange, the Owner hereby certifies that:



     1.  Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note
for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note



          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.




          (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act, (iv) the Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States and (v) the conditions
for issuance of Definitive Securities under the Indenture have been satisfied.




          (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any relevant State of the United
States.







C-1









 








          (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any relevant State of the United States.




     2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes



          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act. The conditions for issuance of Definitive Securities
under the Indenture have been satisfied.




          (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the: [CHECK ONE]
o Rule 144A
Global Note (only if the Owner is a QIB) or
o  Regulation S Global Note (only if the Owner is Non-U.S. Person) with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer and (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, and in compliance with any applicable blue sky securities laws of any relevant
State of the United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note
and in the Indenture and the Securities Act.




     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 	 	 

	 	 	                                        

[Insert Name of Owner]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Dated:____________	 	 






C-2









 





EXHIBIT D




FORM OF CERTIFICATE FROM ACQUIRING

INSTITUTIONAL ACCREDITED INVESTOR




MGM RESORTS INTERNATIONAL

U.S. BANK NATIONAL ASSOCIATION




60 Livingston Avenue

St. Paul, Minnesota 55107-1419



Attention: Corporate Trust Trustee Administration



Ladies and Gentlemen:




     This certificate is delivered to request a transfer of $        principal amount of the
10% Senior Notes due 2016 (the “Notes”) of MGM RESORTS INTERNATIONAL (the “Company”).



     Upon transfer, the Notes would be registered in the name of the new beneficial owner as
follows:



	 	 	 	 	 

	     Name:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 

	     Address:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 

	     Taxpayer ID Number:
	 	 	 	 
	 

	 	 

	 	 






     The undersigned represents and warrants to you that:



     1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”), an “Institutional
Accredited Investor”), and we are acquiring the Notes not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risk of
our investment in the Notes and invest in or purchase securities similar to the Notes in the normal
course of our business. We and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.



     2. We understand that the Notes have not been registered under the Securities Act and, unless
so registered, may not be sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we
should sell the Notes or any interest therein, we will do so only (A)(i) in the United States, to a
person who the seller reasonably believes is a Qualified Institutional Buyer (as defined in Rule
144A under the Securities Act) purchasing for its own account or for the account of a Qualified
Institutional Buyer meeting the requirements of Rule 144A, (ii) outside the United States, in a
transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act, (iii) in
a transaction meeting the requirements of Rule 144 under the Securities Act, (iv) to an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of the
Securities Act) that, prior to such transfer, furnishes the Trustee a signed letter containing
certain representations and agreements (the form of which can be obtained from the Trustee) and, if
such transfer is in respect of an aggregate principal amount of less than $100,000, an Opinion of
Counsel acceptable to the Company that such transfer is in compliance with the Securities Act, or
(v) in accordance with another exemption from the registration requirements of the Securities Act,
provided that the Company shall have the right prior to any such offer, resale, assignment, pledge
or transfer pursuant to clause (v) above to require the delivery of an Opinion (in form and
substance satisfactory to the Company) of Counsel satisfactory to the Company, certification and/or
other information satisfactory to the Company, (B) to the Company, or (C) pursuant to an effective
registration statement under the Securities Act and, in each case, in accordance with any
applicable securities laws of any state of the United States or any other applicable jurisdiction,
and we further agree that we will, and each subsequent Holder is required to notify any purchaser
from it of the security evidenced hereby of the resale restrictions set forth in (A) above.



D-1









 





     3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.



     4. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.



     You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 	 	 

	 	 	                                        

[Insert Name of Owner]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Dated:____________, _________






D-2









 





EXHIBIT E




[FORM OF NOTATION OF GUARANTEE]

GUARANTEE




     For value received, the undersigned hereby unconditionally guarantee to the Holder of the Note
upon which this Guarantee is endorsed the due and punctual payment, as set forth in the Indenture
pursuant to which this Note and Guarantee were issued, of the principal of, premium (if any) and
interest on such Note when and as the same shall become due and payable for any reason according to
the terms of such Note and the Indenture. This Guarantee will not become effective until the
Trustee signs the certificate of authentication on this Note. Such Guarantee is more fully set
forth in the Indenture.


Dated as of [________], 20[ ]




	 	 	 	 	 	 	 

	 	 	SUBSIDIARY GUARANTORS
	 
	 	 	 	 	 	 
	 	 	350 LEASING COMPANY I, LLC, a Nevada limited liability company

350 LEASING COMPANY II, LLC, a Nevada limited liability company

450 LEASING COMPANY I, LLC, a Nevada limited liability company

550 LEASING COMPANY I, LLC, a Nevada limited liability company

550 LEASING COMPANY II, LLC, a Nevada limited liability company

AC HOLDING CORP., a Nevada corporation

AC HOLDING CORP. II, a Nevada corporation

ARIA RESORT & CASINO, LLC, a Nevada limited liability company

BEAU RIVAGE DISTRIBUTION CORP., a Mississippi corporation

BEAU RIVAGE RESORTS, INC., a Mississippi corporation

BELLAGIO, LLC, a Nevada limited liability company

BUNGALOW, INC., a Mississippi corporation

CIRCUS CIRCUS CASINOS, INC., a Nevada corporation

MGM RESORTS MISSISSIPPI, INC., a Mississippi corporation

CITYCENTER FACILITIES MANAGEMENT, LLC, a Nevada limited liability company

CITYCENTER REALTY CORPORATION, a Nevada corporation

DESTRON, INC., a Nevada corporation

DIAMOND GOLD, INC., a Nevada corporation

GALLEON, INC., a Nevada corporation

GOLD STRIKE AVIATION, INCORPORATED, a Nevada corporation

GOLD STRIKE FUEL COMPANY, LLC, a Nevada limited liability company

GOLD STRIKE L.V., a Nevada partnership
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	Diamond Gold Inc., a Nevada corporation, Partner
	 
	 	 	 	By:	 	M.S.E. Investments, Incorporated, a Nevada corporation, Partner
	 
	 	 	 	 	 	 
	 	 	GOLDSTRIKE FINANCE COMPANY, INC., a Nevada corporation

GRAND LAUNDRY, INC., a Nevada corporation

IKM MGM MANAGEMENT, LLC, a Nevada limited liability company

IKM MGM, LLC, a Nevada limited liability company

JEAN DEVELOPMENT COMPANY, LLC, a Nevada limited liability company







E-1









 






	 	 	 	 	 	 	 

	 	 	JEAN DEVELOPMENT NORTH, LLC, a Nevada limited liability company

JEAN DEVELOPMENT WEST, LLC, a Nevada limited liability company

JEAN FUEL COMPANY WEST, LLC, a Nevada limited liability company

LV CONCRETE CORP., a Nevada corporation

M.I.R. TRAVEL, a Nevada corporation

M.S.E. INVESTMENTS, INCORPORATED, a Nevada corporation

MAC, CORP., a New Jersey corporation

MANDALAY CORP., a Nevada corporation

MANDALAY EMPLOYMENT, LLC, a Nevada limited liability company

MANDALAY MARKETING AND EVENTS, a Nevada corporation

MANDALAY PLACE, a Nevada corporation

MANDALAY RESORT GROUP, a Nevada corporation

METROPOLITAN MARKETING, LLC, a Nevada limited liability company

MGM GRAND ATLANTIC CITY, INC., a New Jersey corporation

MGM GRAND CONDOMINIUMS, LLC, a Nevada limited liability company

MGM GRAND CONDOMINIUMS II, LLC, a Nevada limited liability company

MGM GRAND CONDOMINIUMS III, LLC, a Nevada limited liability company

MGM GRAND CONDOMINIUMS EAST-TOWER I, LLC, a Nevada limited liability company

MGM GRAND DETROIT, INC., a Delaware corporation

MGM GRAND HOTEL, LLC, a Nevada limited liability company

MGM GRAND NEW YORK, LLC, a Nevada limited liability company

MGM GRAND RESORTS, LLC, a Nevada limited liability company

MGM GRAND RESORTS DEVELOPMENT (F.K.A. MANDALAY DEVELOPMENT), a Nevada corporation

MGM RESORTS ADVERTISING, INC., a Nevada corporation

MGM RESORTS AIRCRAFT HOLDINGS, LLC, a Nevada limited liability company

MGM RESORTS AVIATION CORP., a Nevada corporation

MGM RESORTS CORPORATE SERVICES, a Nevada corporation

MGM RESORTS INTERNATIONAL DESIGN, a Nevada corporation

MGM RESORTS DEVELOPMENT, LLC, a Nevada limited liability company

MGM RESORTS ENTERTAINMENT AND SPORTS, a Nevada corporation

MGM RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC, a Nevada limited liability company

MGM HOSPITALITY, LLC, a Nevada limited liability company

MGM INTERNATIONAL, LLC, a Nevada limited liability company

MGM RESORTS INTERNATIONAL MARKETING, INC., a Nevada corporation

MGM RESORTS LAND HOLDINGS, LLC, a Nevada limited liability company

MGM RESORTS MANAGEMENT AND TECHNICAL SERVICES, LLC, a Nevada limited liability company

MGM RESORTS MANUFACTURING CORP., a Nevada corporation







 









 






	 	 	 	 	 	 	 

	 	 	MGM RESORTS INTERNATIONAL OPERATIONS, INC., a Nevada corporation

MGM RESORTS RETAIL, a Nevada corporation

MH, INC., a Nevada corporation

MIRAGE LAUNDRY SERVICES CORP., a Nevada corporation

MIRAGE LEASING CORP., a Nevada corporation

MIRAGE RESORTS, INCORPORATED, a Nevada corporation

MMNY LAND COMPANY, INC., a New York corporation

MRG VEGAS PORTAL, INC., a Nevada corporation

MRGS, LLC, a Nevada limited liability company

NEVADA LANDING PARTNERSHIP, an Illinois partnership
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	Diamond Gold Inc., a Nevada corporation, Partner
	 
	 	 	 	By:	 	M.S.E. Investments, Incorporated, a Nevada corporation, Partner
	 
	 	 	 	 	 	 
	 	 	NEW CASTLE CORP., a Nevada corporation

NEW PRMA LAS VEGAS, INC., a Nevada corporation

NEW YORK-NEW YORK HOTEL & CASINO, LLC, a Nevada limited liability company

NEW YORK-NEW YORK TOWER, LLC, a Nevada limited liability company

OE PUB, LLC, a Nevada limited liability company

PRMA LAND DEVELOPMENT COMPANY, a Nevada corporation

PRMA, LLC, a Nevada limited liability company

PROJECT CC, LLC, a Nevada limited liability company

RAILROAD PASS INVESTMENT GROUP, a Nevada partnership

RAMPARTS, INC., a Nevada corporation

RAMPARTS INTERNATIONAL, a Nevada corporation

REVIVE PARTNERS, LLC, a Nevada limited liability company

SIGNATURE TOWER I, LLC, a Nevada limited liability company

SIGNATURE TOWER 2, LLC, a Nevada limited liability company

SIGNATURE TOWER 3, LLC, a Nevada limited liability company

THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC, a Nevada limited liability company

THE SIGNATURE CONDOMINIUMS, LLC, a Nevada limited liability company

THE MIRAGE CASINO-HOTEL, a Nevada corporation

TOWER B, LLC, a Nevada limited liability company

TOWER C, LLC, a Nevada limited liability company

VDARA CONDO HOTEL, LLC, a Nevada limited liability company

VICTORIA PARTNERS, a Nevada partnership
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	MRGS LLC, a Nevada limited liability company, Partner
	 
	 	 	 	By:	 	Gold Strike L.V., a Nevada partnership, Partner
	 
	 	 	 	 	 	 
	 	 	VIDIAD, a Nevada corporation

VINTAGE LAND HOLDINGS, LLC, a Nevada limited liability company

VINTAGE LAND HOLDINGS II, LLC, a Nevada limited liability company






 









 





	 	 	 	 	 	 	 

	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: John M. McManus
	 	 
	 

	 	 	 	Title:   Secretary or Attorney-in-Fact,

            as applicable, of each of the foregoing	 	 







 











 





EXHIBIT F




FORM OF INSTRUMENT OF JOINDER




(INDENTURES)



     THIS INSTRUMENT OF JOINDER (“Joinder”) is executed as of _______, by the undersigned
Subsidiaries of MGM RESORTS INTERNATIONAL (“MGM”) (the undersigned, the “Joining Parties”), with
reference to the following guaranties:



     1. Guarantee of 8.375% Senior Subordinated Notes Due 2011. The Guarantee dated as of
April 25, 2005, made by certain subsidiaries of MGM in favor of the Bank of New York, N.A., as
successor to U.S. Trust Company, National Association (the “8.375% Subordinated Guarantee”), for
the Holders of MGM’s 8.375% Senior Subordinated Notes due 2011 issued pursuant to the Indenture
dated as of January 23, 2001, between MGM and U.S. Trust Company of New York, National Association,
as Trustee (the “8.375% Indenture”).



     2. Guarantee of 5.875% Notes Due 2014. The Guarantee dated as of February 27, 2004,
made by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “February
5.875% Guarantee”), for the Holders of MGM’s 5.875% Senior Notes due 2014 (including such 5.875%
Senior Notes issued in the exchange offer for the 5.875% Senior Notes due 2014) issued pursuant to
the Indenture dated as of February 27, 2004, among MGM, the subsidiary guarantors party thereto and
U.S. Bank National Association, as Trustee (the “5.875% Indenture”).



     3. Guarantee of 5.875% Notes Due 2014. The Guarantee dated as of March 23, 2004, made
by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “March 5.875%
Guarantee”), for the Holders of MGM’s 5.875% Senior Notes due 2014 (including such 5.875% Senior
Notes issued in the exchange offer for the 5.875% Senior Notes due 2014) issued pursuant to the
Indenture dated as of March 23, 2004, among MGM, the subsidiary guarantors party thereto and U.S.
Bank National Association, as Trustee (the “March 5.875% Indenture”).



     4. Guarantee of 6.75% Notes Due 2012. The Guarantee dated as of August 25, 2004, made
by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “2004 6.75%
Guarantee”), for the Holders of MGM’s 6.75% Senior Notes due 2012 (including such 6.75% Senior
Notes issued in any exchange offer for the 6.75% Senior Notes due 2012) issued pursuant to the
Indenture dated as of August 25, 2004, among MGM, the subsidiary guarantors party thereto and U.S.
Bank National Association, as Trustee (the “2004 6.75% Indenture”).



     5. Guarantee of 6.375% Notes Due 2011. The Guarantee dated as of April 25, 2005, made
by MGM and certain subsidiaries of MGM in favor of The Bank of New York, N.A. (the “6.375%
Guarantee”), for the Holders of Mandalay’s 6.375% Senior Notes due 2011 (including such 6.375%
Senior Notes issued in any exchange offer for the 6.375% Senior Notes due 2011) issued pursuant to
the Indenture dated as of November 25, 2003, between Mandalay and The Bank of New York, N.A., as
Trustee (the “6.375% Indenture”).



     6. Guarantee of Floating Rate Convertible Debentures Due 2033. The Guarantee dated as
of April 25, 2005, made by MGM and certain subsidiaries of MGM in favor of The Bank of New York,
N.A. (the “Convertible Debentures Guarantee”), for the Holders of Mandalay’s Floating Rate
Convertible Debentures due 2033 issued pursuant to the First Supplemental Indenture dated as of
July 26, 2004 to the Indenture dated as of March 21, 2003, between Mandalay, the subsidiary
guarantors party thereto and The Bank of New York, N.A., as Trustee (the “ Floating Rate
Convertible Debentures Indenture”).



     7. Guarantee of 7.00% Debentures Due 2036. The Guarantee dated as of April 25, 2005,
made by MGM and certain subsidiaries of MGM in favor of Wells Fargo Bank (Colorado), N.A. (the
“7.00% Debentures Guarantee”), for the Holders of Mandalay’s 7.00% Debentures due 2036 issued
pursuant to the Supplemental Indenture dated as of November 15, 1996 to the Indenture dated as of
November 15, 1996, between Mandalay and Wells Fargo Bank (Colorado), N.A., as Trustee (the “7.00%
Debentures Indenture”).



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     8. Guarantee of 6.70% Debentures Due 2096. The Guarantee dated as of April 25, 2005,
made by MGM and certain subsidiaries of MGM in favor of Wells Fargo Bank (Colorado), N.A. (the
“6.70% Debentures Guarantee”), for the Holders of Mandalay’s 6.70% Debentures due 2096 issued
pursuant to the Supplemental Indenture dated as of November 15, 1996 to the Indenture dated as of
February 1, 1996, between Mandalay and Wells Fargo Bank (Colorado), N.A., as Trustee (the “6.70%
Debentures Indenture”).



     9. Guarantee of 6.625% Notes Due 2015. The Guarantee dated as of June 20, 2005, made
by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “June 6.625%
Guarantee”), for the Holders of MGM’s 6.625% Senior Notes due 2015 (including such 6.625% Senior
Notes issued in any exchange offer for the 6.625% Senior Notes due 2015) issued pursuant to the
Indenture dated as of June 20, 2005, among MGM, the subsidiary guarantors party thereto and U.S.
Bank National Association, as Trustee (the “6.625% Indenture”).



     10. Guarantee of 6.625% Notes Due 2015. The Guarantee dated as of September 9, 2005,
made by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “September
6.625% Guarantee”), for the Holders of MGM’s 6.625% Senior Notes due 2015 issued pursuant to the
6.625% Indenture, as supplemented by the First Supplement Indenture dated as of September 9, 2005,
among MGM, the subsidiary guarantors party thereto and U.S. Bank National Association, as Trustee.



     11. Guarantee of 6.75% Notes Due 2013. The Guarantee dated as of April 5, 2006, made
by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “2006 6.75%
Guarantee”), for the Holders of MGM’s 6.75% Senior Notes due 2013 (including such 6.75% Senior
Notes due 2013 issued in any exchange offer for the 6.75% Senior Notes due 2013) issued pursuant to
the Indenture dated as of April 5, 2006, among MGM, the subsidiary guarantors party thereto and
U.S. Bank National Association, as Trustee (the “2006 6.75% and 6.875% Indenture”).



     12. Guarantee of 6.875% Notes Due 2016. The Guarantee dated as of April 5, 2006, made
by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “6.875% Guarantee”),
for the Holders of MGM’s 6.875% Senior Notes due 2016 (including such 6.875% Senior Notes due 2016
issued in any exchange offer for the 6.875% Senior Notes due 2016) issued pursuant to the 2006
6.75% and 6.875% Indenture.



     13. Guarantee of 7.625% Notes Due 2017. The Guarantee dated as of December 21, 2006,
made by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “7.625%
Guarantee”), for the Holders of MGM’s 7.625% Senior Notes due 2017 issued pursuant to the Indenture
dated as of December 21, 2006 (the “Base Indenture”), between MGM and U.S. Bank National
Association, as Trustee (the “7.625% Trustee”), as supplemented by the First Supplemental Indenture
dated as of December 21, 2006, among MGM, the subsidiary guarantors party thereto and the 7.625%
Trustee.



     14. Guarantee of 7.50% Notes Due 2016. The Guarantee dated as of May 17, 2007, made
by certain subsidiaries of MGM in favor of U.S. Bank National Association (the “7.50% Guarantee”),
for the Holders of MGM’s 7.50% Senior Notes due 2016 issued pursuant to the Base Indenture, as
supplemented by the Second Supplemental Indenture dated as of May 17, 2007, among MGM, the
subsidiary guarantors party thereto and the 7.625% Trustee.



     15. Guarantee of 13.00% Senior Secured Notes Due 2013. The Subsidiary Guarantee dated
as of November 14, 2008 made by certain subsidiaries of MGM in favor of U.S. Bank National
Association (the “13.00% Guarantee”), for the Holders of MGM’s 13.00% Senior Secured Notes due 2013
issued pursuant to the Indenture dated as of November 14, 2008 among MGM, the subsidiary guarantors
party thereto and U.S. Bank National Association, as Trustee (the “13.00% Senior Secured
Indenture”).



     16. Guarantee of 10.375% Senior Secured Notes Due 2014 and 11.125% Senior Secured Notes
Due 2017. The Subsidiary Guarantee dated as of May 19, 2009 made by certain subsidiaries of
MGM in favor of U.S. Bank National Association (the “2014 and 2017 Guarantee”), for the Holders of
MGM’s 10.375% Senior Secured Notes due 2014 and 11.125% Senior Secured Notes due 2017 issued
pursuant to the Indenture dated as of May 19, 2009, among MGM, the subsidiary guarantors party
thereto and U.S. Bank National Association, as Trustee (the “2014 and 2017 Indenture”).



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     17. Guarantee of 7.625% Senior Subordinated Debentures Due 2013. The Guarantee dated
as of April 25, 2005, made by MGM and certain subsidiaries of MGM in favor of The Bank of New York
Trust Co., as successor to First Interstate Bank of Nevada, N.A. (the “7.625% Subordinated
Guarantee”), for the Holders of Mandalay’s 7.625% Senior Subordinated Debentures due 2013 issued
pursuant to the Indenture dated as of July 21, 1993, between Circus Circus Enterprises, Inc. (the
predecessor entity to Mandalay) and First Interstate Bank of Nevada, N.A., as Trustee (the “7.625%
Indenture”).



     18. Guarantee of 11.375% Senior Notes Due 2018. The Subsidiary Guarantee dated as of
September 22, 2009, made by certain subsidiaries of MGM in favor of U.S. Bank National Association
(the “11.375% Guarantee”), for the Holders of MGM’s 11.375% Senior Notes due 2018 issued pursuant
to the Indenture dated as of September 22, 2009, among MGM, the subsidiary guarantors party thereto
and U.S. Bank National Association, as Trustee (the “11.375% Indenture”).



     19. Guarantee of 9% Senior Secured Notes due 2020. The Subsidiary Guarantee dated as
of March 16, 2010 made by certain subsidiaries of MGM in favor of U.S. Bank National Association
(the “9% Guarantee”), for the Holders of MGM’s 9% Senior Secured Notes due 2020 issued pursuant to
the Indenture dated as of March 16, 2010 among MGM, the subsidiary guarantors party thereto and
U.S. Bank National Association, as Trustee (the “9% Indenture”).



     20. Guarantee of 4.25% Convertible Senior Notes Due 2015. The Subsidiary Guarantee
dated as of April 20, 2010 made by certain subsidiaries of MGM MIRAGE in favor of U.S. Bank
National Association (the “4.25% Guarantee”), for the holders of MGM MIRAGE’s 4.25% Convertible
Senior Notes due 2015 issued pursuant to the Indenture dated as of April 20, 2010 among MGM MIRAGE,
the subsidiary guarantors party thereto and U.S. Bank National Association, as Trustee (the “4.25%
Indenture”).



     21. Guarantee of 10% Senior Notes Due 2016. The Subsidiary Guarantee dated as of
October 28, 2010 made by certain subsidiaries of MGM Resorts International in favor of U.S. Bank
National Association (the “10% Guarantee”), for the holders of MGM Resorts International’s 10%
Senior Notes due 2016 issued pursuant to the Indenture dated as of October 28, 2010 among MGM
Resorts International, the subsidiary guarantors party thereto and U.S. Bank National Association,
as Trustee (the “10% Indenture”).



     (The 8.375% Subordinated Guarantee, the February 5.875% Guarantee, the March 5.875% Guarantee,
the 2004 6.75% Guarantee, the 6.375% Guarantee, the Convertible Debentures Guarantee, the 7.00%
Debentures Guarantee, the 6.70% Debentures Guarantee, the June 6.625% Guarantee, the September
6.625% Guarantee, the 2006 6.75% Guarantee, the 6.875% Guarantee, the 7.625% Guarantee, the 7.50%
Guarantee, the 13.00% Guarantee, the 2014 and 2017 Guarantee, the 7.625% Subordinated Guarantee,
the 11.375% Guarantee, the 9% Guarantee, the 4.25% Guarantee and the 10% Guarantee are collectively
referred to herein as the “Guarantees.”)



RECITALS




          Each Joining Party has Incurred Indebtedness or has guaranteed or secured Indebtedness of MGM,
and as such is required by the terms thereof to become a party to the Guarantees (capitalized terms
used by not defined herein having the meaning ascribed to such terms in the 10% Indenture).




          NOW THEREFORE, each Joining Party jointly and severally agrees as follows:




AGREEMENT




          1. By this Joinder, each Joining Party becomes a party to each of the Guarantees as an
additional joint and several “Guarantor.” Each Joining Party agrees that, upon its execution
hereof, it will become a Guarantor under each of the Guarantees and will be bound by all terms,
conditions, and duties applicable to a Guarantor under each of the Guarantees.




          2. The effective date of this Joinder is _______.







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          3. Notice of acceptance hereof is waived.







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          IN WITNESS WHEREOF, each of the undersigned has executed this Joinder by its duly authorized
officer as of the date first written above.




	 	 	 	 	 	 	 

	 	 	“Joining Parties”	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






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EXHIBIT G




FORM OF TRANSFERABILITY CERTIFICATE

MGM RESORTS INTERNATIONAL

Officer’s Certificate




     I, the undersigned executive officer of MGM RESORTS INTERNATIONAL (f/k/a MGM MIRAGE), a
Delaware corporation (the “Company”), do hereby certify, in connection with the issuance of the
Company’s 10% Senior Notes due 2016 (the “Notes”) pursuant to the terms of the Indenture, dated as
of October 28, 2010 (as may be amended or supplemented from time to time, the “Indenture”), by and
among the Company, the Subsidiary Guarantors party thereto and U.S. Bank National Association (the
“Trustee”), that:




     1. The undersigned is permitted to sign this “Officer’s Certificate” on behalf of the
Company, as the term “Officer’s Certificate” is defined in the Indenture.




     2. The undersigned has read, and thoroughly examined, the Indenture and the definitions
therein relating thereto.




     3. In the opinion of the undersigned, the undersigned has made such examination as is
necessary to enable the undersigned to express an informed opinion as to whether or not all
conditions precedent described herein as provided for in the Indenture have been complied
with.




     4. To the best knowledge of the undersigned, all conditions precedent described herein
as provided for in the Indenture have been complied with and no Event of Default (as defined
in the Indenture) with respect to any of the Notes (as defined in the Indenture) shall have
occurred and is occurring.




     5. The Notes have become freely tradable without restrictions by non-affiliates of the
Company pursuant to Rule 144(b)(1) under the Securities Act of 1933, as amended.



     In accordance with Section 2.06 of the Indenture, the Company hereby instructs you as follows:




     1. To take those actions necessary so that the Private Placement Legend described in
Section 2.06 of the Indenture and set forth on the Global Notes shall be deemed removed from
the Global Notes in accordance with the terms and conditions of the Notes and as provided in
the Indenture, without further action on the part of the Holders.




     2. To take those actions necessary so that the restricted CUSIP for the Notes shall be
deemed removed from the Global Notes and replaced with the unrestricted CUSIP number set
forth therein, in accordance with the terms and conditions of the Global Notes and as
provided in the Indenture, without further action on the part of the Holders.



[signature page follows]




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     IN WITNESS WHEREOF, we have signed this certificate as of [________], 2010.



	 	 	 	 	 	 	 

	 	 	MGM RESORTS INTERNATIONAL ,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







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