exv4w1



 







EXHIBIT 4.1




 





MGM MIRAGE




$500,000,000 6.75% Senior Notes due 2013

$250,000,000 6.875% Senior Notes due 2016




INDENTURE




Dated as of April 5, 2006




U.S. BANK NATIONAL ASSOCIATION




Trustee




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	1	 
	 
	 	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	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II THE NOTES	 	 	11	 
	 
	 	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	 	 	13	 
	 
	 	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	 	 	26	 
	 
	 	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	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV COVENANTS	 	 	29	 
	 
	 	SECTION 4.01	 	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	 	 	29	 
	 
	 	SECTION 4.02	 	REPORTS	 	 	30	 
	 
	 	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	 	 	31	 
	 
	 	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 LEASEBACK TRANSACTIONS	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	35	 
	 
	 	SECTION 5.01	 	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	 	 	35	 
	 
	 	SECTION 5.02	 	SUCCESSOR CORPORATION SUBSTITUTED	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	 	 	35	 
	 
	 	SECTION 6.01	 	EVENTS OF DEFAULT	 	 	35	 






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	 	 	 	 	 	 	Page	 
	 
	 	SECTION 6.02	 	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	 	 	36	 
	 
	 	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	 	 	38	 
	 
	 	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	 	 	39	 
	 
	 	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	 	 	40	 
	 
	 	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	 	 	41	 
	 
	 	SECTION 7.01	 	CERTAIN DUTIES AND RESPONSIBILITIES	 	 	41	 
	 
	 	SECTION 7.02	 	NOTICE OF DEFAULTS	 	 	42	 
	 
	 	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	 	 	44	 
	 
	 	SECTION 7.07	 	COMPENSATION AND REIMBURSEMENT	 	 	44	 
	 
	 	SECTION 7.08	 	DISQUALIFICATION; CONFLICTING INTERESTS	 	 	45	 
	 
	 	SECTION 7.09	 	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	 	 	45	 
	 
	 	SECTION 7.10	 	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	 	 	45	 
	 
	 	SECTION 7.11	 	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	 	 	46	 
	 
	 	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	 	 	50	 
	 
	 	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	 	 	52	 
	 
	 	SECTION 8.06	 	REPAYMENT TO COMPANY	 	 	53	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES	 	 	53	 
	 
	 	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	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE X NOTE GUARANTEES	 	 	55	 
	 
	 	SECTION 10.01	 	GUARANTEE	 	 	55	 
	 
	 	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	 	 	59	 
	 
	 	SECTION 11.01	 	TRUST INDENTURE ACT CONTROLS	 	 	59	 
	 
	 	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	 	 	60	 
	 
	 	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	 	 	61	 
	 
	 	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-1 – FORM OF 2013 NOTES GLOBAL NOTE

EXHIBIT A-2 – FORM OF 2016 NOTES 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





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 April 5, 2006, among 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 6.75% Senior Notes due 2013 issued on the
Closing Date (as defined herein) (the “Initial 2013 Notes”), (ii) the Company’s 6.875% Senior Notes
due 2016 issued on the Closing Date (the “Initial 2016 Notes”, and together with the Initial 2013
Notes, collectively, 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.



     “2013 Notes” means the Company’s 6.75% Senior Notes due 2013 issued pursuant to the terms
hereof.



     “2016 Notes” means the Company’s 6.875% Senior Notes due 2016 issued pursuant to the terms
hereof.



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



     “Additional Notes” means Notes of a series 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 below, means the present value of the minimum rental payments
called for during the term of the lease (including any period for which such lease has been
extended), determined in accordance with generally accepted accounting principles, 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, societe anonyme, Luxembourg.



     “Closing Date” means April 5, 2006.



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



     “Commission” means the 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) of 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 any other like intangibles, 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 generally accepted accounting principles.



     “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 Fourth Amended and Restated Loan Agreement, dated as of November
22, 2004, among the Company, as Borrower and Detroit, as Co-Borrower, the Banks, Syndication Agent,
Documentation Agents and Co-Documentation Agents 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, in each case as amended, modified, renewed, extended, refunded, replaced or
refinanced 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.



2









 





     “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 substantially in the form of Exhibit A-1 or
Exhibit A-2 hereto, as applicable.



     “Depositary” means, with respect to the Notes of a series 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 such Notes, until a successor shall have 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.



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



     “Discharged” has the meaning specified in Section 8.04.



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



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



     “Exchange Notes” means, if and when issued pursuant to an Exchange Offer Registration
Statement as provided in the Registration Rights Agreement, 2013 Notes, 2016 Notes or Additional
Notes of the Company guaranteed by the Subsidiary Guarantors and issued in exchange for Initial
Notes or Additional Notes of the same maturity with terms substantially identical in all material
respects to the Initial Notes or Additional Notes for which such Notes were exchanged.



     “Excluded Subsidiary” means Detroit and its Subsidiaries (including MGM Grand Detroit II,
LLC), MGMM Insurance Company, a Vermont corporation, Circus Finance I, a Delaware trust, Circus
Finance II, a Delaware trust, Circus Circus New Jersey, Inc., a New Jersey corporation, Go Vegas, a
Nevada corporation, Gold Strike Resorts, Inc., a Nevada corporation, Lakeview Gaming Partnerships
Joint Venture, a Nevada partnership, Mandalay Vacation Resorts, Inc., a Nevada corporation, MBG
Insurance, Inc., a Hawaii corporation, MGM MIRAGE Online, LLC, a Nevada limited liability company,
Nevada Landing Partnership, an Illinois partnership, Pine Hills Development II, a Mississippi
partnership, Revive Partners, LLC, a Nevada limited liability company, M3 Nevada Insurance Company,
a Nevada corporation, and other Subsidiaries that may from time to time become Excluded
Subsidiaries (if 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, provided such holding companies have no other
assets or operations, provided that except for Detroit to the extent of any amounts of proceeds of
borrowings under the Credit Facility made available to Detroit, 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 and provided that Nevada Landing Partnership will be an Excluded Subsidiary
only until receipt of approval from the Illinois Gaming Board of its Subsidiary Guarantee of the
Initial Notes and the Exchange Notes.



3









 





     “Existing Senior Notes” means (i) the Company’s 6.0% senior notes due 2009 in the original
aggregate principal amount of $1,050 million, (ii) the Company’s 8.50% senior notes due 2010 in the
original aggregate principal amount of $850 million, (iii) the Company’s 6.75% senior notes due
2012 in the original aggregate principal amount of $550 million, (iv) the Company’s 5.875% senior
notes due 2014 in the original aggregate principal amount of $525 million, (v) the Company’s 6.625%
senior notes due 2015 in the original aggregate principal amount of $875 million, (vi) the Mandalay
Senior Notes, and (viii) the Mirage Notes (in each case, including any guarantees thereof by any
Subsidiary Guarantors).



     “Funded Debt” means all Indebtedness of the Company 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 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 opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment of the accounting
profession.



     “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 Notes” means one or more Notes substantially in the form attached hereto as Exhibit
A-1 or Exhibit A-2, as applicable, issued under this Indenture that is deposited with or on behalf
of and registered in the name of the Depositary or its nominee.



     “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.



     “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.



     “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.



4









 





     “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 generally accepted accounting principles, including for
such purpose Obligations under capitalized 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 generally accepted accounting principles, 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 2013 Notes” has the meaning specified in the preamble hereto.



     “Initial 2016 Notes” has the meaning specified in the preamble hereto.



     “Initial Notes” has the meaning specified in the preamble hereto.



     “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, who is not also a QIB.



     “Interest Payment Date” with respect to any Note means April 1 and October 1 of each year,
commencing October 1, 2006, 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).



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



5









 





     “Mandalay Senior Notes” means (i) Mandalay’s 6.375% Senior Notes due 2011 in the original
aggregate principal amount of $250 million; (ii) Mandalay’s 6.50% Senior Notes due 2009 in the
original aggregate principal amount of $250 million; (iii) Mandalay’s 9.50% Senior Notes due 2008
in the original aggregate principal amount of $200 million; (iv) Mandalay’s Floating Rate
Convertible Senior Debentures due 2033 in the aggregate principal amount of $5.9 million; (v)
Mandalay’s 7% Debentures due 2036 in the original aggregate principal amount of $150 million; and
(vi) Mandalay’s 6.7% Debentures due 2096 in the aggregate principal amount of $4.3 million.



     “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, (i) in respect of the 2013 Notes, April 1, 2013 and (ii) in respect of
the 2016 Notes, April 1, 2016.



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



     “Mirage Notes” means (i) Mirage’s 7.25% notes due 2006 in the original aggregate principal
amount of $250 million, (ii) Mirage’s 6.75% notes due 2007 in the original aggregate principal
amount of $200 million, (iii) Mirage’s 6.75% notes due 2008 in the original aggregate principal
amount of $200 million and (iv) Mirage’s 7.25% debentures due 2017 in the original aggregate
principal amount of $100 million.



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



     “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 in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Notes of a series and of transfers and
exchanges of such 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. For all purposes of this Indenture,
the term “Notes” shall include (i) any Additional Notes and (ii) any Exchange Notes to be issued
and exchanged for any series of Initial Notes or Additional Notes pursuant to the Registration
Rights Agreement and this Indenture. All Initial Notes, Exchange Notes or Additional Notes of a
series 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 March 22, 2006 relating to the sale
of $500,000,000 aggregate principal amount of Initial 2013 Notes and $250,000,000 aggregate
principal amount of Initial 2016 Notes.



     “Officers” means any of the following: the Chairman of the Board of Directors, 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.



6









 





     “Officers’ Certificate” means a certificate signed 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.



     “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.



     “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, partnership, limited liability company, 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 March 22, 2006 for the purchase of
$500,000,000 aggregate principal amount of Initial 2013 Notes and $250,000,000 aggregate principal
amount of Initial 2016 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.



     “Registration Rights Agreement” means (i) with respect to the Initial Notes issued on the
Closing Date, the Registration Rights Agreement dated as of April 5, 2006, 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.



7









 





     “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 of the same maturity substantially identical in all material respects to
such Initial Notes or Additional Notes (except for the differences provided for therein).



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



     “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 or Additional 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.



8









 





     “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.



     “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.



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



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” as
used with respect to the Notes of any series shall mean only the Trustee with respect to the Notes
of that series.



     “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.



     “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 Securities Exchange Act of 1934, 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.



9









 





     “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.”



     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
	“MD&A”
	 	4.02
	“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.



10









 





     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;



     (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 noninterest 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-1 or Exhibit A-2 hereto, as applicable. 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 $1,000 and
integral multiples thereof.



     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-1 or Exhibit A-2 attached hereto, as applicable (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-1 or Exhibit A-2 attached hereto,
as applicable (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



11









 







increased, as appropriate, to reflect exchanges, redemptions or transfers of beneficial
interests from one Global Note of a series to another Global Note of such series. 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 issued on the Closing Date are being or
will be offered and sold by the Initial Purchasers only (i) to QIBs (in which case they will be
evidenced by Rule 144A Global Notes) or (ii) in reliance on Regulation S under the Securities Act
(in which case they will be evidenced by Regulation S Global Notes). 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 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 (A) the aggregate principal amount
of the 2013 Notes outstanding at any time may not exceed $500,000,000 and (B) the aggregate
principal amount of the 2016 Notes outstanding at any time may not exceed $250,000,000, in each
case 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”). 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.



12









 





     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.



     Prior to 10:00 a.m. on each due date of the principal and interest on any Note, the Company
shall deposit with the Paying Agent (or if the Company or a Subsidiary is acting as Paying Agent,
segregate and hold in trust for the benefit of the Persons entitled thereto) by wire transfer a sum
sufficient to pay such principal and interest when so becoming due. 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 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. All Global Notes of a series shall
be exchanged by the Company for Definitive Notes of such series if (i) the Company notifies the
Trustee in writing that the Depositary is no longer willing or able to act as a depositary or
ceases to be registered as a clearing agency under the Exchange Act and a successor Depositary is
not appointed within 90 days of such notice or cessation or (ii) the Company in its sole discretion
determines that the Global Notes of a series (in whole but not in part) should be exchanged for
Definitive Notes of such series and delivers a written notice to such effect to the Trustee. Upon
the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes shall be
issued in such names as the Depositary shall instruct the Trustee. 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) or (c).




13










 







     (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 of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein 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 either subparagraph (i) or (ii) below, as applicable, as well as one or
more of the other following subparagraphs, as applicable:



          (i) Transfer of Beneficial Interests in the Same Global Note; Transfers of Beneficial
Interests in Unrestricted Global Notes of a Series for Interests in Other Unrestricted Global Notes
of Such Series. 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, transfers of
beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any
Unrestricted Global Note of a series may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same or any other Unrestricted Global Note of such series. 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).




          (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 of such series 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 of
such series 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 of such series. A
beneficial interest in any Restricted Global Note of a series may be transferred to a Person who
takes delivery thereof in the form of a beneficial interest in another Restricted Global Note of
such series 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 of such series, 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 of such series, 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 of such series, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications, certificates (including the certificate in the form of
Exhibit D hereto) and Opinion of Counsel required by item (3)(b) thereof, if applicable; or



14









 





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




               (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 (1) it is not a Broker-Dealer, (2) it is not an affiliate
of the Company within the meaning of Rule 405 under the Securities Act, (3) any Exchange Notes
received by it will be acquired in the ordinary course of business, (4) it is not engaged in, and
does not intend to engage in, the distribution of the Exchange Notes of such series and (5) it has
no arrangements or understanding with any Person to participate in the distribution of the Exchange
Notes of such series;



               (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 of a series proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note of such series, 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 of a series 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 of such series, 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.



     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note of such series 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 of such series 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 of a series cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note of such series.



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



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




15









 








               (A) if the Holder of such beneficial interest in a Restricted Global Note of a series proposes
to exchange such beneficial interest for a Restricted Definitive Note of such series, 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 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 of a series 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 a Restricted Definitive Note of such series 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) Beneficial Interests in Restricted Global Notes of a Series to Unrestricted Definitive
Notes of Such Series. A Holder of a beneficial interest in a Restricted Global Note of a series
may exchange such beneficial interest for an Unrestricted Definitive Note of such series or may
transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note of such series 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 (1) it is not a Broker-Dealer, (2) it is not an affiliate of the Company
within the meaning of Rule 405 under the Securities Act, (3) any Exchange Notes received by it will
be acquired in the ordinary course of business, (4) it is not engaged in, and does not intend to
engage in, the distribution of the Exchange Notes of such series and (5) it has no arrangements or
understanding with any Person to participate in the distribution of the Exchange Notes of such
series;



               (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 of a series proposes to exchange such beneficial interest for a Definitive
Note of such series that does not bear the Private Placement Legend, a certificate from such Holder
in the form of Exhibit C



16









 







hereto, including the certifications in item (1)(b) thereof; or (2) if the Holder of such
beneficial interest in a Restricted Global Note of a series proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a Definitive Note of such
series 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) Beneficial Interests in Unrestricted Global Notes of a Series to Unrestricted Definitive
Notes of Such Series. If any Holder of a beneficial interest in an Unrestricted Global Note of a
series proposes to exchange such beneficial interest for an Unrestricted Definitive Note of such
series or to transfer such beneficial interest to a Person who takes delivery thereof in the form
of an Unrestricted Definitive Note of such series, 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 of such series in the appropriate principal amount. Any Unrestricted 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 of a Series for Beneficial Interests in Global
Notes of Such Series.



          (i) Restricted Definitive Notes of a Series to Beneficial Interests in Restricted Global Notes
of Such Series. If any Holder of a Restricted Definitive Note of a series proposes to exchange
such Note for a beneficial interest in a Restricted Global Note of such series 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 of such series, 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 of such series, 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, certificates (including the
certificate in the form of Exhibit D hereto) and Opinion of Counsel required by item 3(b) thereof;
or



17









 





               (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 such 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 of such series, in the case of clause
(C) above, the Regulation S Global Note of such series, and in all other cases, the IAI Global Note
of such series.




          (ii) Restricted Definitive Notes of a Series to Beneficial Interests in Unrestricted Global
Notes of Such Series. A Holder of a Restricted Definitive Note of a series may exchange such Note
for a beneficial interest in an Unrestricted Global Note of such series 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 of such series 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
(1) it is not a Broker-Dealer, (2) it is not an affiliate of the Company within the meaning of Rule
405 under the Securities Act, (3) any beneficial interests in Exchange Notes of such series
received by it will be acquired in the ordinary course of business, (4) it is not engaged in, and
does not intend to engage in, the distribution of beneficial interests in the Exchange Notes of
such series and (5) it has no arrangements or understanding with any Person to participate in the
distribution of beneficial interests in the Exchange Notes of such series;



               (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;



               (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 of
such series, 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 of such series, 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 such Restricted Definitive Notes so transferred or exchanged
and increase or cause to be increased the aggregate principal amount of the Unrestricted Global
Note of such series.



          (iii) Unrestricted Definitive Notes of a Series to Beneficial Interests in Unrestricted Global
Notes of Such Series. A Holder of an Unrestricted Definitive Note of a series may exchange such
Note for a beneficial interest in an Unrestricted Global Note of such series or transfer such
Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note of such series 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 of such series.




          (iv) Issuance of Unrestricted Global Notes of a Series. If any such exchange or transfer from
a Definitive Note of a series to a beneficial interest in a Global Note of such series 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 of such

18









 








series 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 of such series in an aggregate principal amount equal to the principal amount of such
Definitive Notes so exchanged or transferred.




     (e) Transfer and Exchange of Definitive Notes of a Series for Definitive Notes of Such Series.
Upon request by a Holder of Definitive Notes of a series 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 of such series. 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) Restricted Definitive Notes of a Series to Restricted Definitive Notes of Such Series.
Any Restricted Definitive Note of a series may be transferred to and registered in the name of
Persons who take delivery thereof in the form of a Restricted Definitive Note of such series 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, certificates (including
the certificate in the form of Exhibit D hereto) and Opinion of Counsel required by item (3)(b)
thereof, if applicable; or



               (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) Restricted Definitive Notes of a Series to Unrestricted Definitive Notes of Such Series.
Any Restricted Definitive Note of a series may be exchanged by the Holder thereof for an
Unrestricted Definitive Note of such series or transferred to a Person or Persons who take delivery
thereof in the form of an Unrestricted Definitive Note of such series 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
(1) it is not a Broker-Dealer, (2) it is not an affiliate of the Company within the meaning of Rule
405 under the Securities Act, (3) any Exchange Notes of such series received by it will be acquired
in the ordinary course of business, (4) it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Notes of such series and (5) it has no arrangements or understanding
with any Person to participate in the distribution of the Exchange Notes of such series;



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



19









 





               (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 of such series, 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 of
such series, 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) Unrestricted Definitive Notes of a Series to Unrestricted Definitive Notes of Such
Series. A Holder of Unrestricted Definitive Notes of a series may transfer such Notes to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note of such series. Upon
receipt of a request to register such a transfer, the Registrar shall register such 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 of this Indenture.



          (i) Private Placement Legend.




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



     “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR
REGULATION S THEREUNDER. ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1)(a) 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 IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144 UNDER THE SECURITIES ACT, (d) 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 (e) 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 THIS CLAUSE (e) ABOVE
TO REQUIRE THE DELIVERY OF AN OPINION (IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF



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COUNSEL SATISFACTORY TO THE COMPANY, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
THE COMPANY, (2) TO THE COMPANY OR (3) 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 (B) THE HOLDER 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 CLAUSE (A) ABOVE.”



               (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 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.”



     (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. At any
time prior to such cancellation, if any beneficial interest in a Global Note of a series is
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note of such series or for Definitive Notes of such series, 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 of such series, 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 of a series are presented to the Registrar with a request to exchange them for an equal
principal amount of Notes of such series 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

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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.




          (vi) The Company, Trustee and Registrar shall not be required (A) to issue, to register the
transfer of or to exchange any Notes of a series during a period beginning at the opening of
business 15 days before the day of any selection of Notes of such series for redemption under
Section 3.02 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.




          (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 of a series in an aggregate principal amount equal to the sum of (1) the principal amount of
the beneficial interests in the Restricted Global Notes of such series 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 Restricted Definitive
Notes of such series exchanged or transferred for beneficial interests in Unrestricted Global Notes
of such series in connection with the Registered Exchange Offer pursuant to Section 2.06(d)(ii),
and (B) Unrestricted Definitive Notes of a series in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes of such series 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 Unrestricted Definitive Notes of such series in the appropriate principal amount.




          (ii) If, upon consummation of a Registered Exchange Offer, any Initial Purchasers hold Initial
Notes of a series (or beneficial interests therein) acquired by them as part of the initial
distribution,

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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 such Initial Notes held by such Initial Purchasers, (A) one
or more Restricted Global Notes of such series 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 of such series 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 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 of such series
in the appropriate principal amount. The Company shall use all commercially reasonable efforts to
cause the Private Exchange Notes of a series to bear the same CUSIP number as the Exchange Notes of
such series.




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




          (i) Notes of such series 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 of such series 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;




23









 








          (iii) Notes of such series, 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 of such series paid pursuant to Section 2.07 and Notes in exchange for or in lieu
of which other Notes of such series 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 of a series have performed any Act hereunder, Notes of such series owned by the
Company or any other obligor upon such Notes or any Affiliate 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 such Notes which a Trust Officer
of the Trustee actually knows to be so owned shall be so disregarded. Notes of a series 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 such 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

24









 








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 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
of a series under this Indenture which shall have substantially identical terms as the Notes of
such series, 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 of a series issued on the Closing Date, any Additional Notes of such series and
all Exchange Notes of such series or Private Exchange Notes of such series issued in exchange for
such Initial Notes or such 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 of such series outstanding immediately prior to
the issuance of such Additional Notes;



25









 





     (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 title of the series of such Additional Notes and 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.



ARTICLE III




REDEMPTION




     SECTION 3.01 OPTIONAL REDEMPTION.



     The Notes of a series 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 of such
series 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 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



26









 







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.



     SECTION 3.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE.



     The election of the Company to redeem the Notes of a series 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 series of Notes to be redeemed, the Redemption Price, the
CUSIP numbers and the principal amount of Notes to be redeemed of such series.



     SECTION 3.03 SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED.



     If less than all of the Notes of a series are to be redeemed at the election of the Company,
the particular Notes of such series to be redeemed shall be selected not more than 60 days prior to
the Redemption Date by the Trustee from the Outstanding Notes of such series 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 such
Notes or any integral multiple thereof) of the principal amount of the Notes of such series in a
denomination larger than the minimum authorized denomination for such 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 such 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 applicable
series of Notes (if other than itself) in writing of the Notes of such series selected for
redemption and, in the case of any Notes of any such series 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 days and not more than
60 days prior to the Redemption Date to the Holders of the Notes of the series to be redeemed
pursuant to this Article III, in the manner




27










 






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 series of Notes to be redeemed (including CUSIP
number) and shall state:



     (a) the Redemption Date,



     (b) the Redemption Price,



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



     (d) that (i) all Outstanding Notes of such series are to be redeemed, or (ii) if less than all
Outstanding Notes of such series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amount) of the particular Notes to be redeemed,



     (e) in the case of Notes of any series that are to be redeemed in part only, that on or after
the Redemption Date, upon surrender of such Notes, the Holders of such Notes will receive, without
charge, new Notes of such series in authorized denominations for the principal amount thereof
remaining unredeemed,



     (f) 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



     (g) 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 of any
series so 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 of a series so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price in the currency in
which such 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 of a series 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 such Note.



     SECTION 3.07 NOTES REDEEMED IN PART.



     Any Note of a series 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 such Notes or the Trustee so
requires, due endorsement by, or a



28









 







written instrument of transfer in form satisfactory to the
Company, the U.S. Depositary for such 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 the same series, 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 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 shall apply for a license, qualification or
a finding of suitability within the required time period. 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
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:




     (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 of each series, that it will
duly and punctually pay the principal of (and premium, if any) and interest on the Notes of such
series in accordance with the terms of the Notes and this Indenture.



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     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 Holders within 15 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”
(“MD&A”) 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).



     SECTION 4.03 OFFICER’S CERTIFICATE AS TO COMPLIANCE.



     The Company will deliver to the Trustee, within 120 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, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this Indenture.



     SECTION 4.04 MAINTENANCE OF OFFICE OR AGENCY.



     The Company will maintain in each Place of Payment for Notes of each series an office or
agency where such Notes may be presented or surrendered for payment, where such Notes may be
surrendered for registration of transfer or exchange, and where notices and demands to or upon the
Company in respect of such Notes and this Indenture may be served. If Notes of a series 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 such Notes in London, Luxembourg or
any other required city located outside the United States, as the case may be, so long as such
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 such Notes may be
surrendered for registration of transfer,
where such Notes may be surrendered for exchange or redemption and where notices and demands
to or upon the Company in respect of such Notes and this Indenture may be served. The Company will
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.



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     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 of a
series, it will, on or before each due date of the principal of (and premium, if any) or interest
on any of the Notes of such series, 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 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 of a
series, it will, by or on each due date of the principal (and premium, if any) or interest on any
Notes of such series, 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 the Notes of such series 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 will promptly notify the Trustee of its action or failure
so to act.



     The Company will cause each Paying Agent with respect to the Notes of a series 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, that such Paying Agent will:



     (a) hold all sums held by it for the payment of the principal of (and premium, if any) or
interest on the Notes of such series 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
of such series) in the making of any payment of principal (and premium, if any) or interest on the
Notes of such series; 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 of a series
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 will 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



31









 







the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and the
Subsidiary Guarantors, taken as a whole.



     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 for the benefit of the
Holders of the Notes of a series if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Notes of such series 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 for the benefit of the Holders of the Notes of a series shall be
effective without the Act of the Holder of each Outstanding Note of that series 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 of each series 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 have 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 or have 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



32









 







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.



     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 and subject to compliance with any
applicable Gaming Laws, 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 of each series or Guarantees thereof 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;



33









 






     (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;




     (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 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 of each series (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 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 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 Notes bears to the aggregate
outstanding amount of the Existing Senior 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 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 of each series, the Existing Senior 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, provided
that the foregoing shall not apply to any Liens that may at any time secure any of the Existing
Senior Notes.



     SECTION 4.11 LIMITATION ON SALE AND LEASEBACK 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 of each series; or



34









 






     (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 foregoing, 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 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) 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, provided that the foregoing
shall not apply to any Liens that may at any time secure any of the Existing Senior 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 entity 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 and the
predecessor Company.



ARTICLE VI

DEFAULTS AND REMEDIES




     SECTION 6.01 EVENTS OF DEFAULT.



     “Event of Default” wherever used herein with respect to the Notes of a series 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 any Note of such series when it becomes due
and payable, and continuance of such default for a period of 30 days; or



35









 





     (b) default in the payment of the principal of (and premium, if any, on) any Note of such
series at its 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 in respect of the Notes of such series (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 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 of such series, 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 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 of such
series; 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 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 of such series; 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 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; or



     (h) repudiation by the Company or any of the Subsidiary Guarantors of their obligations under
the Guarantees or the Company or any Subsidiary Guarantor takes any action that causes, or asserts,
or fails to timely take any action that it knows, or has been notified by the Trustee, is necessary
to prevent, the unenforceability of the Guarantees against the Company or any of the Subsidiary
Guarantors for any reason, except for such matters as are expressly permitted under this Indenture.



     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 of a series 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 of such series may declare the principal amount of all the Notes of such series
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if
given by such Holders), and upon any such declaration such principal amount of the Notes of such
series (or specified amount) plus accrued and unpaid interest thereon (and premium, if payable)
shall



36









 







become immediately due and payable. Upon payment of such amount all obligations of the
Company in respect of the payment of principal of the Notes of such series shall terminate.



     At any time after such a declaration of acceleration with respect to Notes of a series 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 of such series, 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 of such series,




          (2) the principal of (and premium, if any, on) any Notes of such series 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 of such series 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 of such series, other than the nonpayment of
the principal of Notes of such series 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 of each series 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 any Note of a series when
such interest or payment becomes due and payable and such default continues for a period of 30
days, or



     (b) default is made in the payment of principal of (or premium, if any, on) any Note of a
series 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 of such series, the amount then due and payable on such Notes for the principal (and premium,
if any) and interest, if any, and, in addition 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 of such series 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 such Notes wherever situated.



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     If an Event of Default with respect to the Notes of a series occurs and is continuing, then
the Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the
Holders such 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 of a series 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 of each series 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 of such Notes 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 of the Notes of such
series 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.



     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 such
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.



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     SECTION 6.06 APPLICATION OF MONEY COLLECTED.



     Any money collected by the Trustee in respect of the Notes of a series 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 of such series 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 of such series ratably, without preference or priority of any kind,
according to the amounts due and payable on such Notes for principal (and premium, if any) and
interest, respectively;



     THIRD: Without duplication, to Holders of the Notes of such series for any other obligations
owing to the Holders of such Notes under such 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 Notes of a series 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 of such
series 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 of such series;


it being understood and intended that no one or more of such Holders of Notes of such series 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 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 Maturities expressed in
such Note (or, in the case of redemption, on the Redemption Date) and to institute suit for



39









 







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 of Notes of a series 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
of such series.



     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 of a series
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 of such series, 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 the proceeding so directed would be unjustly prejudicial to the
Holders of Notes of such series 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
of a series, by notice to the Trustee, may, on behalf of the Holders of all the Notes of such
series, waive any past default hereunder and its consequences, except a default:



40









 





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



ARTICLE VII

TRUSTEE




     SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES.



     (a) Except during the continuance of an Event of Default with respect to the Notes of a
series,



          (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.




41









 








     (b) In case an Event of Default with respect to Notes of a series has occurred and is
continuing, the Trustee shall, with respect to such 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;




          (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 in good faith with respect to Notes of a series in accordance with the direction of
the Holders of at least a majority in principal amount of the Outstanding Notes of such series
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.



     SECTION 7.02 NOTICE OF DEFAULTS.



     Within 90 days after the occurrence of any default hereunder with respect to Notes of a
series, the Trustee shall give notice to all Holders of such Notes of such default hereunder known
to the Trustee, unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium, if any) or interest
on any such Note, the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors and/or Trust Officers
of the Trustee in good faith determine that the withholding of such notice is in the interest of
the Holders of such Notes; and provided, further, that in the case of any default of the character
specified in Section 6.01(d) with respect to Notes, no such notice to Holders of Notes of a series
shall be given until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to the Notes of a series.



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



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




42










 







     (b) to each Holder of a Note of the applicable series 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,
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;



     (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 in respect of Notes of a series 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 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.



43









 





     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 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.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a claim prior to the Notes, upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of amounts due on the Notes.



     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.



44









 





     SECTION 7.08 DISQUALIFICATION; CONFLICTING INTERESTS.



     The Trustee shall comply with the relevant provisions of the Trust Indenture Act 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 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:



     (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 of a series 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 such Notes.



     (c) The Trustee may be removed at any time with respect to the Notes of a series and a
successor Trustee appointed by Act of the Holders of at least a majority in principal amount of the
Outstanding Notes of such series, 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 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 such Notes.



     (d) If at any time:



          (1) the Trustee shall fail to comply with Section 7.08 with respect to the Notes of a series
after written request therefor by the Company or by any Holder who has been a bona fide Holder of a
Note of such series 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 all Notes, or (ii) subject to Section 6.14, any Holder who has been a bona fide Holder of such a
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 of such series.




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     (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 of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Notes of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Notes of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Notes of any particular series) 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 of any series shall be appointed by Act of the Holders of at least a majority
in principal amount of the Outstanding Notes of such series 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 of such series and, to that
extent, supersede the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Notes of any series shall have been so appointed by the Company or the Holders of the
Notes of such series 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 of such series.



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



     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 lien and claim, if any, provided for in Section 7.07.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Notes of
one but not both series, the Company, the retiring Trustee and each successor Trustee with respect
to the Notes of such series shall execute and deliver an indenture supplemental hereto, pursuant to
Article IX hereof, wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest
in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Notes of the series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Notes, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Notes of the series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall 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, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each 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 with respect to the Notes of the series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Notes of the series to which the
appointment of such successor Trustee relates.



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     (c) 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, as the case may be.



     (d) 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
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, 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, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.



     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



47









 




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, 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.




          (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.




48









 








SECTION 7.16 REPORTS BY TRUSTEE.




     (a) Within 60 days after May 15 of each year commencing with the first May 15 after the
original issuance of the Notes, the Trustee, if so required under the Trust Indenture Act, shall
transmit by mail to all Holders of Notes, 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 of Notes 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 of a series are listed and also with the Commission. The Company will
notify the Trustee promptly if such 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:



          (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 of each series promptly after the original issuance of such
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 of a series 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 of the applicable series, or a
representative thereof or the Trustee, to the Company and, if accompanied by any such notice to the
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.



     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:



49









 





          (1) to all Holders of Notes, as the names and addresses of such Holders of Notes 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 of a series are listed, with the Commission
and also with the Company. The Company will notify the Trustee promptly when any of the Notes of
such series 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 of a series (except as to any surviving rights of registration of transfer or exchange of
such Notes herein expressly provided for and rights to receive payments of principal (and premium,
if any) and interest on such 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 of such series 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 of such series 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;



     (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



50









 





     (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 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 of the applicable series, 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 of a series 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 the Notes of a series and the Subsidiary
Guarantors shall be deemed to have been discharged from their obligations under their Guarantees in
respect of such 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 of a series 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 such 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 of such series (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 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 of such series 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 Trust Indenture Act;



     (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;



51









 





     (d) If the Notes of such series 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 of such series 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.



     “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 of a series
and the Guarantees in respect of such Notes and to have satisfied all the obligations under this
Indenture in respect of such 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 such 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 of the applicable
series, 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 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 the Notes of a series 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



52









 







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 of such series.



     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 of a series 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 the Notes of a series 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 of Notes of such series, 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 respect of the Notes of a series and 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 the Notes of one or both series (and if such covenants are to be for the benefit of
the Holders of only one series of Notes, stating that such covenants are expressly being included
solely for the benefit of such Holders), or to surrender any right or power herein conferred upon
the Company or the Subsidiary Guarantors; or



     (c) to add any additional Events of Default in respect of the Notes of one or both series (and
if such additional Events of Default are to be for the benefit of the Holders of only one series of
Notes, stating that such additional Events of Default are expressly being included solely for the
benefit of such Holders); 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 of a series pursuant to Article VIII,
provided that any such action shall not adversely affect the interests of the Holders of the Notes
of such series in any material respect; or



     (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Notes of one or both series, 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 Trust Indenture Act; 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, the Notes of one or both
series and the Trust Indenture Act; or



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     (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 of such series; or



     (k) to secure the Notes of a series and the Guarantees thereon; 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 of any series affected by the proposed settlement or amendment, 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 in respect of the Notes of
any such series or of modifying in any manner the rights of the Holders of such 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 such 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 of such series 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 such 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 of a series, 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 respect to Notes of any such series or
certain provisions of this Indenture or certain defaults hereunder and their consequences provided
for in this Indenture; or



     (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.



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     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.



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of the Holders of Notes of a
particular series, or which modifies the rights of the Holders of such Notes with respect to such
covenant or other provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Notes of the other series.



     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 Trust Indenture Act as then in effect.



     SECTION 9.06 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.



     Notes of a series 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 of a series 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 of such series.



ARTICLE X

NOTE GUARANTEES




     SECTION 10.01GUARANTEE.



     (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 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 the Notes of a series authenticated and delivered by the Trustee and
to the Trustee, irrespective of the validity and enforceability of this Indenture, such Notes or the obligations of
the Company under this Indenture or such Notes, that: (i) the principal of and interest on such Notes 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 Notes, if lawful,
and all other obligations of the Company to the Holders or the Trustee under this Indenture or such Notes will be
promptly paid in full or performed, all in accordance with the terms of this Indenture and such Notes; and (ii)
in case of any



55









 




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 in respect of the applicable series of Notes.



     (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
Notes of a series 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 Notes of a series 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 with respect to the applicable Notes. 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 may
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 10.02EXECUTION 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 of a series notwithstanding any failure to endorse on each such 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.



     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.




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          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 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 in respect of the Notes of a series (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 such 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 any
Notes and notice from the Trustee or the Holders from time to time of any of such Notes 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 of Notes of a series against the Company until all such 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. Unless and until the applicable Notes
shall have been paid or deemed to have been paid within the meaning of the Indenture, none of the
Subsidiary Guarantors 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 of
a series 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.




57









 








          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 guaranty 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




58









 







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.




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 provision shall control.




59









 








          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 telex or telecopier, to
the following addresses:




          if to the Company:



MGM MIRAGE

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).




          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




60









 







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 any Note 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.




          SECTION 11.08 GOVERNING LAW.




          THIS INDENTURE, THE NOTES OF EACH SERIES AND THE GUARANTEES THEREOF 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 OR THE NOTES OF EITHER SERIES.




61









 








          SECTION 11.09 NO RECOURSE AGAINST OTHERS.




          No direct or indirect incorporator, employee, stockholder, director or officer, as such, past,
present or future of the Company or any successor corporation or any of the Company’s Affiliates,
shall have any personal liability in respect of the obligations of the Company under the Notes or
this Indenture, either directly or through the Company, by reason of his, her or its status as such
incorporator, stockholder, employee, director or officer. Each Holder by accepting a Note waives
and releases all such liability. Such waiver and release are part of the consideration for the
issuance of the Notes.




          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 of any series, any Guarantee or any other document, instrument or agreement arising out of or
relating to any of the foregoing (collectively, the “Transaction Documents”) or (b) the Trustee,
any Holder of any Note of any such series 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




62









 







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 MIRAGE	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	/s/ Bryan L. Wright	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Bryan L. Wright 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President -
Assistant General Counsel and Assistant Secretary 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard Prokosch 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Richard Prokosch 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 





SIGNATURE PAGE TO MGM MIRAGE INDENTURE

APRIL 2006




64









 








SUBSIDIARY GUARANTORS:




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	AC Holding Corp., a Nevada corporation	 	 
	 

	 	AC Holding Corp. II, a Nevada corporation	 	 
	 

	 	The April Cook Companies, a Nevada corporation	 	 
	 

	 	Beau Rivage Distribution Corp., a Mississippi corporation	 	 
	 

	 	Beau Rivage Resorts, Inc. a Mississippi corporation	 	 
	 

	 	Bellagio, LLC, a Nevada limited liability company	 	 
	 

	 	Bellagio II, LLC, a Nevada limited liability company	 	 
	 

	 	Boardwalk Casino, Inc., a Nevada corporation	 	 
	 

	 	Bungalow, Inc., a Mississippi corporation	 	 
	 

	 	Circus Circus Mississippi, Inc., a Mississippi corporation	 	 
	 

	 	Circus Circus Casinos, Inc., a Nevada corporation	 	 
	 

	 	Colorado Belle Corp., a Nevada corporation	 	 
	 

	 	Country Star Las Vegas, LLC, a Nevada limited liability company	 	 
	 

	 	Destron, Inc., a Nevada corporation	 	 
	 

	 	Diamond Gold, Inc., a Nevada corporation	 	 
	 

	 	Edgewater Hotel Corporation, a Nevada corporation	 	 
	 

	 	Galleon, Inc., a Nevada corporation	 	 
	 

	 	Gold Strike Aviation, Incorporated, a Nevada corporation	 	 
	 

	 	Gold Strike Fuel Company, a Nevada partnership	 	 
	 

	 	      By: Oasis Development Company, Inc., a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Goldstrike Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Last Chance Investments, Incorporated, a Nevada	 	 
	 

	 	                    corporation, Partner	 	 
	 

	 	      By: M.S.E. Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	Gold Strike L.V., a Nevada partnership	 	 
	 

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

	 	      By: Goldstrike Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Last Chance Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: M.S.E. Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	Goldstrike Finance Company, Inc., a Nevada corporation	 	 
	 

	 	Goldstrike Investments, Incorporated, a Nevada corporation	 	 
	 

	 	Grand Laundry, Inc., a Nevada corporation	 	 
	 

	 	Jean Development Company, a Nevada partnership	 	 
	 

	 	      By: Goldstrike Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Last Chance Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: M.S.E. Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	Jean Development North, a Nevada partnership	 	 
	 

	 	      By: M.S.E. Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Last Chance Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

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

	 	      By: Goldstrike Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 






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APRIL 2006




65









 








	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Jean Development West, a Nevada partnership	 	 
	 

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

	 	      By: Goldstrike Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Last Chance Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: M.S.E. Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	Jean Fuel Company West, a Nevada partnership	 	 
	 

	 	      By: Oasis Development Company, Inc., a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Goldstrike Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Last Chance Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: M.S.E. Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	Last Chance Investments, Incorporated, a Nevada corporation	 	 
	 

	 	LV Concrete Corp., a Nevada corporation	 	 
	 

	 	MAC, Corp., a New Jersey corporation	 	 
	 

	 	Mandalay Corp., a Nevada corporation	 	 
	 

	 	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 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, a Nevada corporation	 	 
	 

	 	MGM MIRAGE Advertising, Inc., a Nevada corporation	 	 
	 

	 	MGM MIRAGE Aircraft Holdings, LLC, a Nevada limited liability company	 	 
	 

	 	MGM MIRAGE Aviation Corp., a Nevada corporation	 	 
	 

	 	MGM MIRAGE Corporate Services, a Nevada corporation	 	 
	 

	 	MGM MIRAGE Design Group, a Nevada corporation	 	 
	 

	 	MGM MIRAGE Development, Inc., a Nevada corporation	 	 
	 

	 	MGM MIRAGE Entertainment and Sports, a Nevada corporation	 	 
	 

	 	MGM MIRAGE International, a Nevada corporation	 	 
	 

	 	MGM MIRAGE Manufacturing Corp., a Nevada corporation	 	 
	 

	 	MGM MIRAGE Operations, Inc., a Nevada corporation	 	 
	 

	 	MGM MIRAGE Retail, a Nevada corporation	 	 
	 

	 	MH, Inc., a Nevada corporation	 	 
	 

	 	M.I.R. Travel, a Nevada corporation	 	 
	 

	 	The Mirage Casino-Hotel, 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	 	 






SIGNATURE PAGE TO MGM MIRAGE INDENTURE

APRIL 2006




66









 









	 	 	 	 	 
	 

	 	 	 	 
	 

	 	MRG Vegas Portal, Inc., a Nevada corporation	 	 
	 

	 	MRGS Corp., a Nevada corporation	 	 
	 

	 	M.S.E. Investments, Incorporated, a Nevada corporation	 	 
	 

	 	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	 	 
	 

	 	Oasis Development Company, Inc., a Nevada corporation	 	 
	 

	 	Plane Truth, LLC, a Nevada limited liability company	 	 
	 

	 	The Primadonna Company, 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	 	 
	 

	 	      By: Goldstrike Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Last Chance Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: M.S.E. Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	Ramparts International, a Nevada corporation	 	 
	 

	 	Ramparts, Inc., a Nevada corporation	 	 
	 

	 	Restaurant Ventures of Nevada, Inc., a Nevada corporation	 	 
	 

	 	The Signature Condominiums, LLC, a Nevada limited liability company	 	 
	 

	 	Slots-A-Fun, Inc., a Nevada corporation	 	 
	 

	 	Treasure Island Corp., a Nevada corporation	 	 
	 

	 	Victoria Partners, a Nevada partnership	 	 
	 

	 	      By: MRGS Corp., a Nevada corporation, Partner	 	 
	 

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

	 	      By: M.S.E. Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Last Chance Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

	 	      By: Goldstrike Investments, Incorporated, a Nevada	 	 
	 

	 	                     corporation, Partner	 	 
	 

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

	 	VidiAd, a Nevada corporation	 	 





SIGNATURE PAGE TO MGM MIRAGE INDENTURE

APRIL 2006



67









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bryan L. Wright	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Bryan L. Wright	 	 
	 

	 	Title:
	 	Assistant Secretary or Attorney-in-Fact,	 	 
	 

	 	 	 	as applicable, of each of the foregoing	 	 






SIGNATURE PAGE TO MGM MIRAGE INDENTURE

APRIL 2006





68










 







EXHIBIT A-1




FORM OF 6.75% SENIOR NOTE DUE 2013




GLOBAL NOTE




CUSIP No.                     




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO MGM MIRAGE 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.



     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR
REGULATION S THEREUNDER. ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1)(a) 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 IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144 UNDER THE SECURITIES ACT, (d) 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 (e) 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 THIS CLAUSE (e) 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



A-1-1









 







SATISFACTORY TO THE COMPANY, (2) TO THE COMPANY OR (3) 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 (B) THE HOLDER
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 CLAUSE (A) ABOVE.



MGM MIRAGE




6.75% Senior Note Due April 1, 2013




			
	No.      
	 	$[                    ]






     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
April 1, 2013.



	 	 	 	 	 	 	 
	 

	 	Interest Payment Dates:
	 	 
	 	April 1 and October 1
	 
	 	 	 	 	 	 
	 

	 	Record Dates:
	 	 	 	March 15 and September 15






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



A-1-2









 





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



	 	 	 	 	 	 	 
	 	 	MGM MIRAGE	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:	 	 
	 	 
	 

	 	Title:	 	 	 	 





Attest:




	 	 	 	 	 	 	 
	 	 	 	 	 
	Name:	 	Bryan L. Wright	 	 
	Title:	 	Senior Vice President,
Assistant General Counsel

 and Assistant Secretary	 	 





[Authentication Page to Follow]




A-1-3









 








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-1-4










 







[FORM OF REVERSE SIDE OF NOTE]




6.75% Senior Note Due April 1, 2013




     1. INTEREST



     MGM MIRAGE, 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 April 1 and October 1 of each year commencing on October 1, 2006. 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 April 5, 2006 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 March 15 or September 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 of this series under an Indenture dated as of April 5, 2006 (the
“Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of these
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. These Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of those terms.



     These 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 of this series referred to in the Indenture. These Notes include the
Initial 2013 Notes, the Additional Notes of this series and any Exchange Notes or Private Exchange
Notes issued in exchange for such Additional Notes or Initial 2013 Notes pursuant to the
Registration Rights Agreement and the Indenture. The Initial 2013 Notes, such Additional Notes,
such Exchange Notes and such 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



     These 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-1-5









 






	 	•	 	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 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-1-6









 





     The rights of each Holder or beneficial owner of these 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 the 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 of a series to be redeemed at its registered address all in accordance with the
Indenture. If less than all of the Notes of a series 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 of a series 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 such Notes or portions of them
called for redemption.



     7. DENOMINATIONS; TRANSFER; EXCHANGE



     The Notes are in registered form without coupons in denominations of $1,000 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 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 in respect of these Notes 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



A-1-7









 







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.



     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 these Notes if, among
other things, the Company deposits with the Trustee funds for the payment of principal and interest
on these 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 of a series 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 such 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 of a series 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 of a series, while certain other amendments or
modifications may be made without the consent of any Holders of Notes of such series. 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 in respect of this Note, the Trustee or the Holders of at least 25% in principal
amount of such outstanding Notes may declare the principal of, premium, if any, and accrued
interest (including Additional Interest, if any) on all the Notes of this series 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 of this series except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or such 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 of this series may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from such Holders notice of any continuing Default
(except a Default in payment of principal, premium, if any, or interest in respect of the Notes of
this series) 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.



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     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 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 MIRAGE

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109




Attention of Secretary




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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.




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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




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




	 	 	 	 	 	 	 	 	 
	Date of Exchange

	 	Amount of decrease
in Principal
Amount of this
Global Note
	 	Amount of increase
in Principal Amount
of this Global Note
	 	Principal amount of
this Global Note
following such
decrease or
increase
	 	Signature of
authorized
signatory of
Trustee or Notes
Custodian







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EXHIBIT A-2




FORM OF 6.875% SENIOR NOTE DUE 2016

GLOBAL NOTE




CUSIP No.                     




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO MGM MIRAGE 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.



     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR
REGULATION S THEREUNDER. ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1)(a) 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 IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144 UNDER THE SECURITIES ACT, (d) 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 (e) 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 THIS CLAUSE (e) 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



A-2-1









 







SATISFACTORY TO THE COMPANY, (2) TO THE COMPANY OR (3) 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 (B) THE HOLDER
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 CLAUSE (A) ABOVE.



MGM MIRAGE




6.875% Senior Note Due April 1, 2016




			
	No. ___
	 	$[                    ]






     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
April 1, 2016.



	 	 	 	 
	 

	Interest Payment Dates:
	 	April 1 and October 1
	 
	 	 	 
	 

	Record Dates:
	 	March 15 and September 15






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



A-2-2









 





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



	 	 	 	 	 	 	 
	 	 	MGM MIRAGE	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 





Attest:




	 	 	 	 	 
	 	 	 
	Name:

	 	Bryan L. Wright	 	 
	Title:

	 	Senior Vice President, Assistant General Counsel


and Assistant Secretary	 	 






[Authentication Page to Follow]




A-2-3









 









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-2-4









 







[FORM OF REVERSE SIDE OF NOTE]




6.875% Senior Note Due April 1, 2016





	 	1.	 	INTEREST





          MGM MIRAGE, 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 April 1 and October 1 of each year commencing on October 1, 2006. 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 April 5, 2006 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 March 15 or September 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 of this series under an Indenture dated as of April 5, 2006 (the
“Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of these
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. These Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of those terms.




          These 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 of this series referred to in the Indenture. These Notes include the
Initial 2016 Notes, the Additional Notes of this series and any Exchange Notes or Private Exchange
Notes issued in exchange for such Additional Notes or Initial 2016 Notes pursuant to the
Registration Rights Agreement and the Indenture. The Initial 2016 Notes, such Additional Notes,
such Exchange Notes and such 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





          These 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-2-5




 









 






	 	•	 	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 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-2-6




 









 





          The rights of each Holder or beneficial owner of these 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 the 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 of a series to be redeemed at its registered address all in accordance with the
Indenture. If less than all of the Notes of a series 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 of a series 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 such Notes or portions of them
called for redemption.





	 	7.	 	DENOMINATIONS; TRANSFER; EXCHANGE





          The Notes are in registered form without coupons in denominations of $1,000 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 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 in respect of these Notes 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




A-2-7




 









 




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.





	 	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 these Notes if, among
other things, the Company deposits with the Trustee funds for the payment of principal and interest
on these 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 of a series 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 such 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 of a series 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 of a series, while certain other amendments or
modifications may be made without the consent of any Holders of Notes of such series. 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 in respect of this Note, the Trustee or the Holders of at least 25% in principal
amount of such outstanding Notes may declare the principal of, premium, if any, and accrued
interest (including Additional Interest, if any) on all the Notes of this series 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 of this series except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or such 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 of this series may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from such Holders notice of any continuing Default
(except a Default in payment of principal, premium, if any, or interest in respect of the Notes of
this series) 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.




A-2-8




 









 






	 	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 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 MIRAGE

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109




Attention of Secretary




A-2-9




 









 





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-2-10




 









 





SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE




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




	 	 	 	 	 	 	 	 	 
	Date of Exchange

	 	Amount of decrease
	 	Amount of increase
	 	Principal amount of
	 	Signature of
	 

	 	in Principal
	 	in Principal Amount
	 	this Global Note
	 	authorized
	 

	 	Amount of this
	 	of this Global Note
	 	following such
	 	signatory of
	 

	 	Global Note
	 	 	 	decrease or
	 	Trustee or Notes
	 

	 	 	 	 	 	increase
	 	Custodian






A-2-11




 









 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




MGM MIRAGE

U.S. BANK NATIONAL ASSOCIATION

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Attention: Corporate Trust Trustee Administration




	 	 	 	 	 
	 

	 	Re:
	 	MGM MIRAGE (the “Company”)
	 

	 	 	 	[6.75% Senior Notes due 2013] [6.875% Senior Notes due 2016] (the “Notes”).






          Reference is hereby made to that certain Indenture dated April 5, 2006 (the “Indenture”),
among 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 Notes or interests in
Notes 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
relevant 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 relevant 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 relevant 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
	 
	 	(iii)	 	o IAI 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 IAI Global Note (CUSIP ___), or
	 
	 	(iv)	 	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 MIRAGE

U.S. BANK NATIONAL ASSOCIATION

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Attention: Corporate Trust Trustee Administration



Re:       MGM MIRAGE (the “Company”)

          [6.75% Senior Notes due 2013] [6.875% Senior Notes due 2016] (the “Notes”)




     Reference is hereby made to that certain Indenture dated April 5, 2006 (the “Indenture”) among
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 relevant 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 relevant 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)
or
o IAI Global Note (only if
the Owner is an Institutional Accredited Investor other than a QIB) 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 MIRAGE

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
[6.75% Senior Notes due 2013] [6.875% Senior Notes due 2016] (the “Notes”) of MGM MIRAGE (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



D-1









 




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.




     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 Accredited Investor]
	 
	 	 	 	 
	 

	 	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 [________], 2006




SUBSIDIARY GUARANTORS





AC Holding Corp., a Nevada corporation

AC Holding Corp. II, a Nevada corporation

The April Cook Companies, a Nevada corporation

Beau Rivage Distribution Corp., a Mississippi corporation

Beau Rivage Resorts, Inc. a Mississippi corporation

Bellagio, LLC, a Nevada limited liability company

Bellagio II, LLC, a Nevada limited liability company

Boardwalk Casino, Inc., a Nevada corporation

Bungalow, Inc., a Mississippi corporation

Circus Circus Mississippi, Inc., a Mississippi corporation

Circus Circus Casinos, Inc., a Nevada corporation

Colorado Belle Corp., a Nevada corporation

Country Star Las Vegas, LLC, a Nevada limited liability company

Destron, Inc., a Nevada corporation

Diamond Gold, Inc., a Nevada corporation

Edgewater Hotel Corporation, a Nevada corporation

Galleon, Inc., a Nevada corporation

Gold Strike Aviation, Incorporated, a Nevada corporation

Gold Strike Fuel Company, a Nevada partnership

      By: Oasis Development Company, Inc., a Nevada

               corporation, Partner

      By: Goldstrike Investments, Incorporated, a Nevada

                corporation, Partner

     By: Last Chance Investments, Incorporated, a Nevada

               corporation, Partner

     By: M.S.E. Investments, Incorporated, a Nevada

                corporation, Partner

Gold Strike L.V., a Nevada partnership

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

     By: Goldstrike Investments, Incorporated, a Nevada

                corporation, Partner

     By: Last Chance Investments, Incorporated, a Nevada

                corporation, Partner

      By: M.S.E. Investments, Incorporated, a Nevada

               corporation, Partner

Goldstrike Finance Company, Inc., a Nevada corporation

Goldstrike Investments, Incorporated, a Nevada corporation

Grand Laundry, Inc., a Nevada corporation




E-1









 





Jean Development Company, a Nevada partnership

     By: Goldstrike Investments, Incorporated, a Nevada

                corporation, Partner

     By: Last Chance Investments, Incorporated, a Nevada

                corporation, Partner

     By: M.S.E. Investments, Incorporated, a Nevada

               corporation, Partner

Jean Development North, a Nevada partnership

     By: M.S.E. Investments, Incorporated, a Nevada

                corporation, Partner

     By: Last Chance Investments, Incorporated, a Nevada

               corporation, Partner

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

     By: Goldstrike Investments, Incorporated, a Nevada

               corporation, Partner

Jean Development West, a Nevada partnership

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

     By: Goldstrike Investments, Incorporated, a Nevada

                corporation, Partner

     By: Last Chance Investments, Incorporated, a Nevada

                corporation, Partner

     By: M.S.E. Investments, Incorporated, a Nevada

               corporation, Partner

Jean Fuel Company West, a Nevada partnership

     By: Oasis Development Company, Inc., a Nevada

               corporation, Partner

     By: Goldstrike Investments, Incorporated, a Nevada

               corporation, Partner

      By: Last Chance Investments, Incorporated, a Nevada

               corporation, Partner

     By: M.S.E. Investments, Incorporated, a Nevada

                corporation, Partner

Last ChanceInvestments, Incorporated, a Nevada corporation

LV ConcreteCorp., a Nevada corporation

MAC, Corp., a New Jersey corporation

Mandalay Corp., a Nevada corporation

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 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, a Nevada corporation

MGM MIRAGE Advertising, Inc., a Nevada corporation

MGM MIRAGE Aircraft Holdings, LLC, a Nevada limited liability company

MGM MIRAGE Aviation Corp., a Nevada corporation




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MGM MIRAGE Corporate Services, a Nevada corporation

MGM MIRAGE Design Group, a Nevada corporation

MGM MIRAGE Development, Inc., a Nevada corporation

MGM MIRAGE Entertainment and Sports, a Nevada corporation

MGM MIRAGE International, a Nevada corporation

MGM MIRAGE Manufacturing Corp., a Nevada corporation

MGM MIRAGE Operations, Inc., a Nevada corporation

MGM MIRAGE Retail, a Nevada corporation

MH, Inc., a Nevada corporation

M.I.R. Travel, a Nevada corporation

The Mirage Casino-Hotel, 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 Corp., a Nevada corporation

M.S.E. Investments, Incorporated, a Nevada corporation

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

Oasis Development Company, Inc., a Nevada corporation

Plane Truth, LLC, a Nevada limited liability company

The Primadonna Company, 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

      By: Goldstrike Investments, Incorporated, a Nevada

               corporation, Partner

      By: Last Chance Investments, Incorporated, a Nevada

               corporation, Partner

     By: M.S.E. Investments, Incorporated, a Nevada

                corporation, Partner

Ramparts International, a Nevada corporation

Ramparts, Inc., a Nevada corporation

Restaurant Ventures of Nevada, Inc., a Nevada corporation

The Signature Condominiums, LLC, a Nevada limited liability company

Slots-A-Fun, Inc., a Nevada corporation

Treasure Island Corp., a Nevada corporation

Victoria Partners, a Nevada partnership

      By: MRGS Corp., a Nevada corporation, Partner

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

            By: M.S.E. Investments, Incorporated, a Nevada

                       
corporation, Partner

           By: Last Chance Investments, Incorporated, a Nevada

                        corporation, Partner

           By: Goldstrike Investments, Incorporated, a Nevada

                        corporation, Partner

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

VidiAd, a Nevada corporation




E-3









 





	 	 	 	 	 
	 	 	 
	 	By:  	 
 	 
	 	 	Name:  	Bryan L. Wright 	 
	 	 	Title:  	Assistant Secretary or Attorney-in-Fact,

as
applicable, of each of the foregoing 	 
	 




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EXHIBIT F




FORM OF INSTRUMENT OF JOINDER




(INDENTURES)




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




	 	1.	 	Guaranty of 7.25% Senior Notes due 2006. The Guaranty dated as
of May 31, 2000, made by MGM (under its former name MGM Grand), and certain
subsidiaries of MGM in favor of U.S. Bank, N.A. (formerly known as Firstar Bank of
Minnesota, N.A) (the “7.25% Guaranty”), for the Holders of Mirage’s 7.25% Senior
Notes due 2006 issued pursuant to the Indenture dated as of October 15, 1996,
between Mirage and U.S. Bank, N.A. (formerly known as Firstar Bank of Minnesota,
N.A), as Trustee (the “7.25% Indenture”).
	 
	 	2.	 	Guaranty of 6.75% Senior Notes due 2007 and 7.25% Debentures due
2017. The Guaranty dated as of May 31, 2000, made by MGM (under its former
name MGM Grand), and certain subsidiaries of MGM in favor of First Security Bank,
National Association (the “6.75% and 7.25% Guaranty”), for the Holders of Mirage’s
6.75% Notes due 2007 and for the Holders of Mirage’s 7.25% Debentures due 2017
issued pursuant to the Indenture dated as of August 1, 1997, between Mirage and
First Security Bank, National Association, as Trustee (the “6.75% and 7.25%
Indenture”).
	 
	 	3.	 	Guaranty of 6.75% Notes due 2008. The Guaranty dated as of May
31, 2000, made by MGM (under its former name MGM Grand), and certain subsidiaries
of MGM in favor of JPMorgan Chase Bank (the “6.75% Guaranty”), for the Holders of
Mirage’s 6.75% Notes due 2008 issued pursuant to the Indenture dated as of February
4, 1998, between Mirage and JPMorgan Chase Bank, as successor Trustee to PNC Bank,
National Association (the “6.75% Indenture”).
	 
	 	4.	 	Guaranty of 8.50% Notes Due 2010. The Guaranty dated as of
September 17, 2003, made by certain subsidiaries of MGM in favor of BNY Western
Trust Company, as successor to U.S. Trust Company, National Association (the
“8.50% Guaranty”), for the Holders of MGM’s 8.50% Senior Notes due 2010 issued
pursuant to the Indenture dated as of September 15, 2000, between MGM and U.S.
Trust Company, National Association, as Trustee (the “8.50% Indenture”). 
	 
	 	5.	 	Guaranty of 5.875% Notes Due 2014. The Guaranty dated as of
February 27, 2004, made by certain subsidiaries of MGM in favor of U.S. Bank
National Association (the “February 5.875% Guaranty”), 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”).
	 
	 	6.	 	Guaranty of 5.875% Notes Due 2014. The Guaranty dated as of
March 23, 2004, made by certain subsidiaries of MGM in favor of U.S. Bank National
Association (the “March 5.875% Guaranty”), 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”).




F-1









 






	 	7.	 	Guaranty of 6.75% Notes Due 2012. The Guaranty dated as of
August 25, 2004, made by certain subsidiaries of MGM in favor of U.S. Bank National
Association (the “2004 6.75% Guaranty”), 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”).
	 
	 	8.	 	Guaranty of 6.00% Notes Due 2009. The Guaranty dated as of
September 17, 2003, made by certain subsidiaries of MGM in favor of U.S. Bank
National Association (the “2003 6.00% Guaranty”), for the Holders of MGM’s 6.00%
Senior Notes due 2009 issued pursuant to the Indenture dated as of September 17,
2003, among MGM, the subsidiary guarantors party thereto and U.S. Bank National
Association, as Trustee (the “2003 6.00% Indenture”).
	 
	 	9.	 	Guaranty of 6.00% Notes Due 2009. The Guaranty dated as of
September 22, 2004, made by certain subsidiaries of MGM in favor of U.S. Bank
National Association (the “2004 6.00% Guaranty”), for the Holders of MGM’s 6.00%
Senior Notes due 2009 (including such 6.00% Senior Notes issued in any exchange
offer for the 6.00% Senior Notes due 2009) issued pursuant to the Indenture dated
as of September 22, 2004, among MGM, the subsidiary guarantors party thereto and
U.S. Bank National Association, as Trustee (the “2004 6.00% Indenture”).
	 
	 	10.	 	Guaranty of 6.375% Notes Due 2011. The Guaranty dated as of
April 25, 2005, made by MGM and certain subsidiaries of MGM in favor of The Bank of
New York (the “6.375% Guaranty”), 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, as Trustee (the “6.375%
Indenture”).
	 
	 	11.	 	Guaranty of 6.50% Notes Due 2009. The Guaranty dated as of
April 25, 2005, made by MGM and certain subsidiaries of MGM in favor of The Bank of
New York (the “6.50% Guaranty”), for the Holders of Mandalay’s 6.50% Senior Notes
due 2009 (including such 6.50% Senior Notes issued in any exchange offer for the
6.50% Senior Notes due 2009) issued pursuant to the Indenture dated as of July 31,
2003, between Mandalay and The Bank of New York, as Trustee (the “6.50%
Indenture”).
	 
	 	12.	 	Guaranty of 9.50% Notes Due 2008. The Guaranty dated as of
April 25, 2005, made by MGM and certain subsidiaries of MGM in favor of The Bank of
New York (the “9.50% Guaranty”), for the Holders of Mandalay’s 9.50% Senior Notes
due 2008 (including such 9.50% Senior Notes issued in any exchange offer for the
9.50% Senior Notes due 2008) issued pursuant to the Indenture dated as of August
16, 2000, between Mandalay and The Bank of New York, as Trustee (the “9.50%
Indenture”).
	 
	 	13.	 	Guaranty of Floating Rate Convertible Debentures Due 2033. The
Guaranty dated as of April 25, 2005, made by MGM and certain subsidiaries of MGM in
favor of The Bank of New York (the “Convertible Debentures Guaranty”), 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, as Trustee (the “ Floating Rate Convertible
Debentures Indenture”).




F-2









 






	 	14.	 	Guaranty of 7.00% Debentures Due 2036. The Guaranty 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 Guaranty”), 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”).
	 
	 	15.	 	Guaranty of 6.70% Debentures Due 2096. The Guaranty 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 Guaranty”), 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”).
	 
	 	16.	 	Guaranty of 6.625% Notes Due 2015. The Guaranty dated as of
June 20, 2005, made by certain subsidiaries of MGM in favor of U.S. Bank National
Association (the “6.625% Guaranty”), 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”).
	 
	 	17.	 	Guaranty of 6.625% Notes Due 2015. The Guaranty dated as of
September 9, 2005, made by certain subsidiaries of MGM in favor of U.S. Bank
National Association (the “September 6.625% Guaranty”), 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.
	 
	 	18.	 	Guaranty of 6.75% Notes Due 2013. The Guaranty dated as of
April 5, 2006, made by certain subsidiaries of MGM in favor of U.S. Bank National
Association (the “2006 6.75% Guaranty”), 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”).
	 
	 	19.	 	Guaranty of 6.875% Notes Due 2016. The Guaranty dated as of
April 5, 2006, made by certain subsidiaries of MGM in favor of U.S. Bank National
Association (the “6.875% Guaranty”), 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.





     (The 7.25% Guaranty, the 6.75% and 7.25% Guaranty, the 6.75% Guaranty, the 8.50% Guaranty, the
February 5.875% Guaranty, the March 5.875% Guaranty, the 2004 6.75% Guaranty, the 2003 6.00%
Guaranty, the 2004 6.00% Guaranty, the 6.375% Guaranty, the 6.50% Guaranty, the 9.50% Guaranty, the
Convertible Debentures Guaranty, the 7.00% Debentures Guaranty, the 6.70% Debentures Guaranty and
the 6.625% Guaranty, the September 6.625% Guaranty, the 2006 6.75% Guaranty and the 6.875%
Guaranty, are collectively referred to herein as the “Guaranties.”)



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 Guaranties (capitalized terms
used by not defined herein having the meaning ascribed to such terms in the 2006 6.75% and 6.875%
Indenture).



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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 Guaranties 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 Guaranties and will be bound by all terms,
conditions, and duties applicable to a Guarantor under each of the Guaranties.




          2. The effective date of this Joinder is                     .




          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:	 	 	 	 
	 

	 	 	 	 

	 	 







F-5