MIRAGE RESORTS INC, S-3, 1996-06-28

MIRAGE RESORTS INC
S-3, 1996-06-28
MISCELLANEOUS AMUSEMENT & RECREATION

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<PAGE>
As filed with the Securities and Exchange Commission, via EDGAR, on June 28,
1996
Registration No. 333-
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

----------------------------

MIRAGE RESORTS, INCORPORATED
(Exact name of Registrant as specified in its charter)
----------------------------
Nevada 88-0058016
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
----------------------------
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(702) 791-7111
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
----------------------------
Bruce A. Levin, Esquire
Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 791-7111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
Please send a copy of all correspondence to:
Howell J. Reeves, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
S.E. Corner 15th & Chestnut Streets
Philadelphia, Pennsylvania 19102
(215) 977-2000
---------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
---------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: /x/
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
------------

If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box: /x/

---------------------

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
<S> <C> <C> <C> <C>
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be Offering Price Aggregate Offering Registration Fee (4)
Registered Registered (1) Per Unit (2)(3) Price (1)(2)(3)
- ----------------------------------------------------------------------------------------------------
Debt Securities (5)....
Preferred Stock,
$.10 par value (5)...
Depositary Shares (6).. $500,000,000 100% $500,000,000 $172,414
Common Stock,
$.004 par value (5)..
Warrants (5)...........
===================================================================================================
</TABLE>
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(1) In United States dollars or the equivalent thereof in one or more
foreign currencies or units of two or more foreign currencies or
composite currencies (such as European Currency Units). The
aggregate initial offering price of the above-referenced
securities (collectively, the "Securities") registered hereby will
not exceed $500,000,000. Such amount represents the principal
amount of any Debt Securities issued at their principal amount,
the issue price rather than the principal amount of any Debt
Securities issued at an original issue discount, the issue price
of any Common Stock, the liquidation preference (or, if different,
the issue price) of any Preferred Stock and the issue price of any
Warrants (but not the exercise price of any Securities issuable
upon the exercise of such Warrants).

(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act").

(3) No separate consideration will be received for (i) any Depositary
Shares representing shares of Preferred Stock or (ii) any Debt
Securities, Common Stock or Preferred Stock that may be issuable
upon conversion of or in exchange for convertible or exchangeable
Debt Securities or Preferred Stock (including any securities
issuable upon stock splits or similar transactions pursuant to
Rule 416 under the Securities Act).

(4) Calculated pursuant to Rule 457 under the Securities Act, based
upon bona fide estimate as of the date hereof of the maximum
offering price.

(5) Includes such indeterminate principal amount of Debt Securities,
such indeterminate number of shares of Common Stock and Preferred
Stock, such indeterminate number of Warrants to purchase Debt
Securities, Common Stock or Preferred Stock and such indeterminate
principal amount of Debt Securities, or number of shares of Common
Stock or Preferred Stock as may be issued upon conversion of, or
in exchange for, or upon exercise of, convertible or exchangeable
Debt Securities, Preferred Stock or Warrants (including any
securities issuable upon stock splits or similar transactions
pursuant to Rule 416 under the Securities Act).

(6) Represents such indeterminate number of Depositary Shares as may
be evidenced by Depositary Receipts issued pursuant to a Deposit
Agreement. In the event that the Registrant elects to offer to
the public fractional interests in shares of the Preferred Stock
registered hereunder, Depositary Receipts will be distributed to
those persons acquiring such fractional interest and the shares of
Preferred Stock will be issued to a Depositary under the terms of
a Deposit Agreement.

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<PAGE>
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--------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- ------------------------------------------------------------------------------<PAGE>

<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 28, 1996
PROSPECTUS
$500,000,000
MIRAGE RESORTS, INCORPORATED
SECURITIES

Mirage Resorts, Incorporated, a Nevada corporation (the "Company"), may
offer from time to time (i) its debt securities (the "Debt Securities"), which
may be any of senior secured Debt Securities, senior unsecured Debt Securities,
senior subordinated Debt Securities or subordinated Debt Securities, in each
case consisting of bonds, debentures, notes and/or other evidences of
indebtedness, (ii) shares of its common stock, $.004 par value (the "Common
Stock"), (iii) shares of its preferred stock, $.10 par value (the "Preferred
Stock"), in one or more series, which may be issued in the form of depositary
shares (the "Depositary Shares"), evidenced by depositary receipts (the
"Depositary Receipts"), and (iv) warrants to purchase Debt Securities, or shares
of Common Stock or Preferred Stock (the "Warrants"), in each case, as shall be
designated by the Company at the time of the offering thereof. The Debt
Securities, the Common Stock, the Preferred Stock, the Depositary Shares and
the Warrants are collectively referred to in this Prospectus as the
"Securities" and will have an aggregate initial offering price of up to
$500,000,000, or the equivalent thereof in U.S. dollars if any Securities are
denominated in a currency other than U.S. dollars or in currency units. The
Securities may be offered separately or together (in any combination) and as
separate series, in any case in amounts, at prices and on terms to be
determined at the time of sale.

The form in which the Securities are to be issued, their specific title or
designation, authorized denominations, aggregate principal amount or aggregate
initial offering price, maturity, if any, rate or rates (which may be fixed or
variable) (or the manner of calculation thereof) and times of payment of
interest or dividends, if any, redemption, repayment, conversion, exchange and
sinking fund terms, if any, voting or other rights, if any, exercise price and
detachability, if any, additional covenants, if any, and other specific terms
will be set forth in a Prospectus Supplement (including any related terms
sheet) relating to such Securities (the "Prospectus Supplement"), together with
the terms of offering of such Securities. If so specified in the applicable
Prospectus Supplement, Debt Securities of a series may be issued in whole or in
part in the form of one or more temporary or permanent global securities. The
Prospectus Supplement will also contain information, as applicable, about
certain material United States federal income tax considerations relating to
the particular Securities offered thereby. The Prospectus Supplement will also
contain information, where applicable, as to any listing on a national
securities exchange of the Securities covered by such Prospectus Supplement.

The Common Stock is traded on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "MIR." A two-for-one split of the Common Stock
has been declared by the Company and will be distributed on July 1, 1996 to
stockholders of record at the close of business on June 17, 1996 (the "Split").
On June 27, 1996, the last reported sale price of the Common Stock, as
reported on the New York Stock Exchange Composite Tape, was $50 per share
($25 as adjusted for the Split). Except as otherwise indicated, all
information in this Prospectus has been adjusted to give retroactive effect
to the Split.

The Securities may be offered directly to one or more purchasers, through
agents designated from time to time by the Company or to or

through underwriters or dealers. If any agents or underwriters are involved in
the sale of the Securities, their names, and any applicable purchase price,
fee, commission or discount arrangement between or among them, will be set
forth, or will be calculable from the information set forth, in the
applicable Prospectus Supplement. See "Plan of Distribution." No Securities
may be sold without delivery of a Prospectus Supplement describing
the method and terms of the offering of such Securities.

------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NEITHER THE NEVADA GAMING COMMISSION, THE NEVADA STATE GAMING CONTROL BOARD,
THE NEW JERSEY CASINO CONTROL COMMISSION NOR ANY OTHER GAMING REGULATORY
AUTHORITY HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS
OR THE INVESTMENT MERITS OF THE SECURITIES OFFERED HEREBY. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

------------

The date of this Prospectus is , 1996.

2<PAGE>
<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

3
<PAGE>
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

------------
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and its regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may be obtained by mail from the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Reports, proxy statements
and other information regarding the Company may also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005, and the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.

The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information set forth
in the Registration Statement, including the exhibits and schedules thereto.
For further information with respect to the Company and the Securities offered
hereby, reference is made to the Registration Statement, including the exhibits
and schedules thereto. The Registration Statement, including the exhibits and
schedules thereto, may be inspected at the Commission's public reference
facilities in Washington, D.C. and copies of all or any part thereof may be
obtained from the Commission upon payment of the prescribed fees. Statements
contained in this Prospectus, in any Prospectus Supplement or in any document
incorporated by reference herein or therein as to the contents of any contract
or other document referred to herein or therein are not necessarily complete
and, in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to, or incorporated by reference in, the
Registration Statement, each such statement being qualified in all respects by
such reference.
------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed by the Company (File No. 1-6697)
with the Commission under the Exchange Act are incorporated by reference in
this Prospectus as of their respective dates: (i) the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995; (ii)the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;

4<PAGE>
<PAGE>

(iii) the Company's Current Report on Form 8-K dated May 23, 1996; and (iv) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed under Section 12 of the Exchange Act on July 23,
1980, as amended by Amendment No. 4 thereto filed on June 19, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents, except as to any portion of any
future annual or quarterly report to the Company's stockholders or proxy
statement which is not deemed to be filed under those provisions. Any
statement contained in this Prospectus, or in a document, all or a portion of
which is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently dated document, as the case may be,
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as modified or superseded, to constitute a part of this
Prospectus.

The Company undertakes to provide, without charge, to each person to whom a
copy of this Prospectus has been delivered, upon the request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents, unless such exhibits are also specifically incorporated by reference
herein. Written or oral requests for such copies should be directed to the
Company at 3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention:
General Counsel; telephone number (702) 791-7111.

THE COMPANY

The Company, through wholly owned subsidiaries, owns and operates (i) The
Mirage, a hotel-casino and destination resort on the Las Vegas Strip, (ii)
Treasure Island at The Mirage ("Treasure Island"), a hotel-casino resort
adjacent to The Mirage, (iii) the Golden Nugget, a hotel-casino in downtown Las
Vegas, and (iv) the Golden Nugget-Laughlin, a hotel-casino in Laughlin, Nevada.
The Company, through a wholly owned subsidiary, also owns a 50% interest in a
joint venture which owns and operates Monte Carlo, a mid-priced hotel-casino
resort on the Las Vegas Strip which opened on June 21, 1996.

The Company, through a wholly owned subsidiary, is constructing "Bellagio,"
a major new 3,000-guest room luxury hotel, casino and resort facility on
approximately 120 acres adjacent to Monte Carlo, scheduled to open in the
spring of 1998.

The Company, through wholly owned subsidiaries, owns approximately 18 acres
of land in Biloxi, Mississippi on which it is constructing a casino-based
destination resort. The planned facility will be a luxurious resort featuring
a waterfront casino, more than 1,800 hotel rooms, a variety of restaurants and
other amenities. Construction is expected to be completed in early 1998 at

5<PAGE>
<PAGE>

a total cost, including land and capitalized interest, of approximately $500
million.

The Company and the City of Atlantic City, New Jersey have entered into a
redevelopment agreement providing for the City to convey 150 acres owned by the
City, located in the Marina area of Atlantic City, to the Company in exchange
for the Company agreeing to develop a casino-based destination
resort on the site and undertaking certain other obligations, including
remediation of environmental contamination and the relocation of City-owned
facilities currently located on the site. Closing under the redevelopment
agreement requires the satisfaction of a number of conditions, including the
receipt by the Company of all requisite licenses, permits, allocations and
authorizations, resolution of real estate title issues, the Company determining
that the costs of environmental remediation are not unreasonable and the
approval by the State of New Jersey of funding for certain major roadway
improvements affecting the site. Accordingly, there can be no assurance as to
whether or when the Company will proceed with the project. As currently
proposed, the project, if developed, would include the Company's construction
of a luxury hotel-casino featuring approximately 2,000 guest rooms, a
115,000-square foot casino, a variety of restaurants, a large entertainment and
retail concourse and other amenities. The Company, which will act as master
developer of the entire site, has entered into separate agreements with Boyd
Gaming Corporation ("BGC") and Circus Circus Enterprises, Inc. ("Circus"),
pursuant to which the Company and BGC will, through a joint venture, construct
a hotel-casino resort containing a minimum of 1,000 guest rooms on a portion of
the site and Circus will acquire a portion of the site from the Company and
construct an additional 2,000-room hotel-casino resort in architectural
formats that conform to an agreed-to master plan. Development of the projects
by the joint venture and Circus are also contingent upon the satisfaction of
the conditions to the Company's obligation to develop its wholly owned resort.

The Company was incorporated in Nevada in 1949 as the successor to a
partnership that began business in 1946. Its executive offices are located at
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109; telephone
(702) 791-7111.

6<PAGE>
<PAGE>

RATIO OF EARNINGS TO FIXED CHARGES

Set forth in the table below are the ratios of earnings to fixed charges of
the Company for the three months ended March 31, 1996 and each of the years in
the five-year period ended December 31, 1995.

THREE MONTHS ENDED YEAR ENDED DECEMBER 31
-----------------------
MARCH 31, 1996 1995 1994 1993 1992 1991
------------------- ---- ---- ---- ---- ----

Ratio of earnings
to fixed
charges (1) 12.1 8.2 4.5 1.5 1.4 1.6

- ---------------
(1) For purposes of computing the ratios, "earnings" consist of
income before fixed charges, income taxes, extraordinary
items and the cumulative effect of a change in accounting
principle, adjusted to exclude capitalized interest and
equity in undistributed earnings and losses of less-than-
50%-owned ventures, such as The Fremont Street Experience
Limited Liability Company. "Fixed charges" include
interest, whether expensed or capitalized, amortization of
debt discount and issuance costs, the Company's
proportionate share of the interest cost of 50%-owned
ventures, such as the joint venture which owns Monte Carlo,
and the estimated interest component of rental expense.

USE OF PROCEEDS

The Company intends to use the net proceeds from the sale of the
Securities for general corporate purposes, which may include financing the
development and construction of new facilities (including Bellagio and the
currently contemplated projects in Biloxi, Mississippi and Atlantic City, New
Jersey), capital expenditures and working capital, to repay or repurchase
outstanding indebtedness of the Company or its subsidiaries or for such other
purposes as may be specified in an accompanying Prospectus Supplement.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent to which such general
provisions may apply to the Debt Securities will be described in a Prospectus
Supplement relating to such Debt Securities.

The Debt Securities may constitute either senior secured debt, senior
unsecured debt, senior subordinated debt or subordinated debt, or any

7<PAGE>
<PAGE>

combination thereof, of the Company. One or more series of Debt
Securities may be issued under a single indenture amended in the case of each
subsequent series of Debt Securities by a supplemental indenture to include the
additional terms applicable to such series, or alternatively, any series of
Debt Securities may be issued under a separate indenture. Each indenture
pursuant to which any Debt Securities are issued (hereinafter referred to as an
"Indenture," and collectively with any other Indentures, as the "Indentures")
will be entered into between the Company, as obligor, and an institution to be
named in the applicable Prospectus Supplement, as trustee (the "Trustee").

The terms of any series of the Debt Securities include those stated in
the applicable Indenture and those made part of such Indenture by reference to
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
Holders of each series of the Debt Securities are referred to the Indenture for
such series and the Trust Indenture Act for a statement of such terms. A copy
of the form of Indenture for the Debt Securities, which may be amended or
modified for any series of Debt Securities as described in an applicable
Prospectus Supplement, is filed as an exhibit to the Registration Statement.
The following summaries of certain provisions of the Debt Securities and the
Indenture for such Debt Securities do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the Debt Securities and such Indenture, including the definitions
therein of certain terms which are not otherwise defined in this Prospectus,
and the Prospectus Supplement(s) and supplemental indenture(s) with respect
thereto. Wherever particular provisions or defined terms of an Indenture are
referred to, such provisions or defined terms are incorporated herein by
reference.

GENERAL

An Indenture will not limit the aggregate principal amount of Debt
Securities which may be issued thereunder. Debt Securities may be issued
thereunder from time to time as a single series or in two or more separate
series up to the aggregate principal amount from time to time authorized by the
Company for each series. As of the date of this Prospectus, the Company has
authorized the issuance under the Indentures of Debt Securities, the aggregate
initial offering price of which (represented by the aggregate principal amount
of Debt Securities issued at their principal amount or the issue price of Debt
Securities issued at an original issue discount) does not exceed $500 million.
Each series of Debt Securities will be denominated in United States dollars
unless otherwise provided in the Prospectus Supplement relating thereto. The
Debt Securities will be issued in denominations of $1,000 and integral
multiples thereof unless otherwise provided in the Prospectus Supplement
relating thereto.

The applicable Prospectus Supplement or Prospectus Supplements will
describe, among other things, the following terms of the Debt Securities, to
the extent applicable to such Debt Securities: (i) the title of the Debt
Securities and, if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Debt Securities shall be issuable; (ii)
any limit on the aggregate principal amount of the Debt Securities and any
provisions relating to the seniority or subordination of all or any portion of

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the indebtedness evidenced thereby to other indebtedness of the Company; (iii)
the price or prices (expressed as a percentage of the respective aggregate
principal amount thereof) at which the Debt Securities will be issued; (iv) the
date or dates on which the principal of the Debt Securities is payable or the
method of determination thereof; (v) the rate or rates (which may be fixed or
variable) at which the Debt Securities will bear interest (which rate may be
zero in the case of certain Debt Securities issued at an issue price
representing a discount from the principal amount payable at maturity), the
date or dates from which such interest, if any, will accrue and the
circumstances, if any, in which the Company may defer interest payments; (vi)
the interest payment dates, if any, on which any interest on the Debt
Securities will be payable, the record date for any interest payable on any
Debt Securities and the person to whom interest shall be payable if other than
the person in whose name the Debt Security is registered at the close of
business on the record date for such interest; (vii) the place or places where
principal of, premium, if any, and interest on the Debt Securities shall be
payable; (viii) the terms applicable to any "original issue discount" (as
defined in the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), including the rate or rates at which such original issue discount
shall accrue; (ix) the right or obligation, if any, of the Company to redeem or
purchase Debt Securities pursuant to any sinking fund or analogous provisions
or at the option of a holder thereof, or otherwise, the conditions, if any,
giving rise to such right or obligation and the period or periods within which,
and the price or prices at which and the terms and conditions upon which, Debt
Securities shall be redeemed or purchased, in whole or in part, and any
provisions for the marketing of such Debt Securities; (x) if the amount of
payments of principal of, premium, if any, and interest, if any, on the Debt
Securities is to be determined by reference to an index, formula or other
method, the manner in which such amounts are to be determined and the
calculation agent, if any, with respect thereto; (xi) if other than the
principal amount thereof, the portion of the principal amount of the Debt
Securities which will be payable upon declaration or acceleration of the stated
maturity thereof pursuant to an Event of Default; (xii) whether the Debt
Securities will be issued in certificated or book-entry form and, if
applicable, the identity of the depositary for the Debt Securities; (xiii) any
listing of the Debt Securities on a securities exchange; (xiv) any restrictive
covenants included for the benefit of Holders of such Debt Securities; (xv) any
additional events of default provided with respect to such Debt Securities;
(xvi) the terms, if any, on which such Debt Securities will be convertible into
or exchangeable for other debt or equity securities; (xvii) the collateral, if
any, securing payments with respect to such Debt Securities and any provisions
relating thereto; and (xviii) any other material terms of the Debt Securities.
Any such Prospectus Supplement will also describe any special provisions for
the payment of additional amounts with respect to the Debt Securities.

MANDATORY DISPOSITION PURSUANT TO GAMING LAWS

An Indenture will provide that each Holder, by accepting any of the
Debt Securities subject thereto, shall be deemed to have agreed that if any
Gaming Authority of any jurisdiction that holds regulatory, licensing or permit
authority over the gaming or gaming-related activities of the Company or any

9<PAGE>
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of its subsidiaries or any joint venture or other entity in which the Company
or any of its subsidiaries owns an interest requires that a person who is a
Holder of Debt Securities or the beneficial owner of the Debt Securities of a
Holder must be licensed, qualified or found suitable under applicable Gaming
Laws, such Holder or beneficial owner, as the case may be, shall apply for a
license, qualification or a finding of suitability, as the case may be, within
the required time period. Such Indenture will further provide that if such
person fails to apply or become licensed or qualified or is found unsuitable
(in each case, a "failure of compliance"), the Company shall have the right, at
its option, (i) to require such person to dispose of its Debt Securities 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 within such 30-day or earlier period
requested or prescribed by such Gaming Authority such Debt Securities at a
redemption price equal to the lesser of (a) such person's cost or (b) 100% of
the principal amount thereof, together, in either case, with accrued and unpaid
interest to the earlier of the redemption date or the date of the failure of
compliance, which may be less than 30 days following the notice of redemption
if so requested or prescribed by such Gaming Authority. The Company shall
notify the Trustee under such Indenture in writing of any such redemption as
soon as practicable. The Company shall not be responsible for any costs or
expenses any such Holder or owner may incur in connection with its application
for a license, qualification or finding of suitability.

REGISTERED GLOBAL SECURITIES

The registered Debt Securities of a series may be issued in the form of
one or more registered Global Securities that will be deposited with and
registered in the name of a depositary (each, a "Depositary") or its nominee
identified in the applicable Prospectus Supplement. In such case, one or more
registered Global Securities will be issued, each in a denomination equal to
the portion of the aggregate principal amount of outstanding registered Debt
Securities of the series to be represented by such registered Global Security.
Unless and until it is exchanged in whole or in part for Debt Securities in
definitive registered form, a registered Global Security may not be transferred
except as a whole by the Depositary for such registered Global Security to a
nominee of such Depositary, or by such a nominee to such Depositary or to
another nominee of such Depositary, or by such Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.

The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a registered Global
Security will be described in the applicable Prospectus Supplement. The Company
anticipates that the following provisions will apply to all depositary
arrangements.

Ownership of beneficial interests in a registered Global Security will
be limited to persons that have accounts with the Depositary for such
registered Global Security (collectively, the "participants") or persons
holding interests through participants. Upon the issuance of a registered
Global Security, the Depositary for such registered Global Security will
credit, on its book-entry registration and transfer system, the

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participants' accounts with the respective principal amounts of the Debt
Securities represented by such registered Global Security beneficially owned by
such participants. The accounts to be credited shall be designated by any
dealers, underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in such registered Global
Security will be shown on, and the transfer of such ownership interests will be
effected only through, records maintained by the Depositary for such registered
Global Security (with respect to interests of participants) and on the records
of participants (with respect to interests of persons holding through
participants). The laws of certain states may require that certain purchasers
of securities take physical delivery of such securities in definitive form.
Such limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in registered Global Securities.

So long as the Depositary for a registered Global Security, or its
nominee, is the registered owner of such registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such registered
Global Security for all purposes under the Indenture applicable thereto.
Except as set forth below, owners of beneficial interests in a registered
Global Security will not be entitled to have the Debt Securities represented by
such registered Global Security registered in their names, will not receive or
be entitled to receive physical delivery of such Debt Securities in definitive
form and will not be considered the owners or holders thereof under the
Indenture applicable thereto. Accordingly, each person owning a beneficial
interest in a registered Global Security must rely on the procedures of the
Depositary for such registered Global Security and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interests, to exercise any rights of a holder under the Indenture
applicable to such registered Global Security. The Company understands that
under existing industry practices, if the Company requests any action of
holders, or if an owner of a beneficial interest in a registered Global
Security desires to give or take any action which a holder is entitled to give
or take under the applicable Indenture, the Depositary for such registered
Global Security would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
holding through them.

Principal, premium, if any, and interest payments on Debt Securities
represented by a registered Global Security registered in the name of a
Depositary, or its nominee, will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such registered Global Security.
None of the Company, the Trustee under the applicable Indenture or any other
agent of the Company or agent of such Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in such registered Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

The Company expects that the Depositary for any Debt Securities

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represented by a registered Global Security, upon receipt of any payment of
principal, premium or interest in respect of such registered Global Security,
will immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such registered
Global Security as shown on the records of such Depositary. The Company also
expects that payments by participants to owners of beneficial interests in such
registered Global Security held through such participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such participants.

If the Depositary for any Debt Securities represented by a registered
Global Security is at any time unwilling or unable to continue as Depositary or
ceases to be a clearing agency registered under the Exchange Act, and a
successor Depositary registered as a clearing agency under the Exchange Act is
not appointed by the Company within 90 days, the Company will issue such Debt
Securities in definitive form in exchange for such registered Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Debt Securities of a series represented by one or more
registered Global Securities and, in such event, will issue Debt Securities of
such series in definitive form in exchange for each registered Global Security
representing such Debt Securities. Any Debt Securities issued in definitive
form in exchange for a registered Global Security will be registered in such
name or names as the Depositary shall instruct the Trustee. It is expected
that such instructions will be based upon directions received by the Depositary
from participants with respect to ownership of beneficial interests in such
registered Global Security.

COVENANTS

PUT OPTION UPON CHANGE IN CONTROL

If there is a Change in Control (the time of a Change in Control being
referred to as the "Change in Control Date"), then the Company will (a)
commence, within five business days following the Change in Control Date, an
offer to repurchase (the "Repurchase Offer") all of the then outstanding Debt
Securities at a price (the "Repurchase Price") of 101% of the principal amount,
plus accrued interest to the Repurchase Date (as defined below) and (b) deposit
with the Paying Agent an amount equal to the aggregate Repurchase Price for all
Debt Securities then outstanding so as to be available for payment to holders
of Debt Securities who elect to require the Company to repurchase all or a
portion of their Debt Securities.

An Indenture will require the Repurchase Offer to remain open from the
time of mailing until 10 business days thereafter, unless a longer period is
required by law or stock exchange rule or unless a majority of the Continuing
Directors of the Company votes in favor of extending such period (the date on
which the Repurchase Offer closes being the "Repurchase Date"). Under the
tender offer rules currently in effect under the Exchange Act, the Repurchase
Offer must remain open for at least 20 business days. The Company intends to
comply with all applicable tender offer rules in connection with any Repurchase
Offer.

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OTHER COVENANTS

Any additional covenants of the Company with respect to any series of
Debt Securities will be set forth in the Prospectus Supplement relating
thereto.

CERTAIN DEFINITIONS

"Capital Stock" of any person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock and
any and all forms of partnership interests or other equity interests in a
person, including but not limited to any type of preference stock which for
other purposes may not be treated as equity.

"Change in Control" means, as to any Indenture (i) the time the Company
first determines that any person or group, within the meaning of Section
14(d)(2) of the Exchange Act (other than any person who was at the date of such
Indenture an officer or director of the Company or a group
consisting of persons who were at the date of such Indenture officers or
directors of the Company) have acquired direct or indirect beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of 35% or more of the
outstanding voting Capital Stock of the Company, unless a majority of the
Continuing Directors approves the acquisition not later than 10 business days
after the Company makes the determination, or (ii) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors.

"Continuing Directors" means, as to any Indenture and as of any date of
determination, any member of the Board of Directors of the Company who (i) was
a member of that Board of Directors on the date of such Indenture, (ii) had
been a member of that Board of Directors for the two years immediately
preceding such date of determination or (iii) was nominated for election or
elected to that Board of Directors with the affirmative vote of the greater of
(x) a majority of Continuing Directors who were members of that Board at the
time of such nomination or election or (y) at least three Continuing Directors.

"Existing Properties" means The Mirage, Treasure Island, the Golden
Nugget and the Golden Nugget-Laughlin.

"Gaming Authority" means any Governmental Authority that holds
regulatory, licensing or permit authority over any gaming or gaming related
casino activities conducted or proposed to be conducted by the Company or any
of its subsidiaries or any joint venture or other entity in which the Company
or any of its subsidiaries owns an interest, including without limitation the
Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark
County Liquor and Gaming Licensing Board.

"Gaming License" means, as to any Indenture, every license, franchise
or other authorization on the date of such Indenture or thereafter required to
own, lease, operate or otherwise conduct gaming or gaming related activities at
any property owned or operated by the Company or any of its subsidiaries or any
joint venture or other entity in which the Company or any of its subsidiaries
owns an interest.

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"Indebtedness" of any person means any indebtedness, contingent or
otherwise, but exclusive of deferred taxes, 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 a portion thereof), or evidenced by bonds, notes,
debentures or similar instruments or reimbursement obligations with respect to
letters of credit, or representing the balance deferred and unpaid of the
purchase price of any property or interest therein (including pursuant to
capitalized leases), except any such balance that constitutes a trade payable,
if and to the extent such indebtedness would appear as a liability upon a
balance sheet of such person prepared on a consolidated basis in accordance
with generally accepted accounting principles, and also includes, to the extent
not otherwise included, the guaranty of any Indebtedness (other than the
guaranty of completion of construction).

"Paying Agent" means, with respect to any series of Debt Securities, an
office or agency where Debt Securities of that series may be presented for
payment.

"Qualified Government Obligations" means, with respect to any Debt
Securities, direct obligations of, or obligations the principal of and interest
on which are fully guaranteed by, the government which issued the currency in
which such Debt Securities are denominated, and which are not subject to
prepayment, redemption or call.

"subsidiary" of any specified person means (i) a corporation, a
majority of whose Capital Stock with voting power under ordinary circumstances
to elect directors is at the time, directly or indirectly, owned by such person
or by such person and a subsidiary or subsidiaries of such person or by a
subsidiary or subsidiaries of such person or (ii) any other person (other than
a corporation) in which such person or such person and a subsidiary or
subsidiaries of such person or a subsidiary or subsidiaries of such person
directly or indirectly, at the date of determination thereof, has at least a
majority ownership interest.

"Trustee" means, as to any Indenture, the person named therein as such
until a successor replaces it in accordance with the applicable provisions of
such Indenture and thereafter means (i) during any period when a successor
Trustee is serving as Trustee with respect to all of the Debt Securities to
which such Indenture relates, such successor Trustee, and (ii) during any
period when a successor Trustee is serving as Trustee with respect to one or
more (but not all) series of Debt Securities to which such Indenture relates,
as to each series the successor serving as Trustee with respect thereto.

SUCCESSOR CORPORATION AND ASSIGNMENT

An Indenture will provide that the Company may not consolidate or merge
with or into, or sell, lease, convey or otherwise dispose of all or
substantially all of its assets to, another person unless (i) the successor, if
other than the Company, is a corporation organized under the laws of the United
States or any state thereof or the District of Columbia, (ii) the successor, if
other than the Company, assumes all obligations of the Company under the Debt
Securities to which such Indenture relates and such Indenture, and (iii)
immediately after such transaction no Default or Event of Default

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exists under such Indenture. Upon the occurrence of such a consolidation,
merger or transfer in which there is a successor other than the Company, all
such obligations of the Company will terminate.

EVENTS OF DEFAULT AND NOTICE THEREOF

Unless otherwise indicated in the applicable Prospectus Supplement, the
term "Event of Default," when used in an Indenture with respect to any series
of Debt Securities, will mean any one of the following: (i) failure of the
Company to pay (whether or not prohibited by applicable subordination
provisions, if any), interest for 30 days on, or the principal when due of, any
Debt Securities of such series; (ii) failure of the Company to comply with any
of its other agreements or other covenants contained in such series of Debt
Securities or in such Indenture and applicable to such series of Debt
Securities, and continuance of such default for 60 days after notice (or in the
case of certain defaults, without notice); (iii) the occurrence of an event of
default under any instrument evidencing Indebtedness of the Company or of any
subsidiary of the Company (or the payment of which is guaranteed by the Company
or any subsidiary of the Company), if (a) such event of default results from
the failure to pay principal of or interest upon maturity on any such
Indebtedness, (b) the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness in default for failure to pay
principal or interest thereon upon maturity, aggregates $50,000,000 or more and
(c) the default continues for a period of 60 days after the receipt by the
Company of notice of such event from the Trustee under such Indenture or the
holders of 25% in principal amount of such series of Debt Securities then
outstanding; (iv) entry of final judgments against the Company or any
subsidiary or subsidiaries of the Company which remain undischarged for a
period of 60 days, provided that the aggregate of all such judgments exceeds
$50,000,000 and the judgments remain undischarged for 60 days after notice; (v)
certain events of bankruptcy, insolvency or reorganization; and (vi) a
revocation, suspension or involuntary loss of any Gaming License by the Company
or a subsidiary of the Company (after the same shall have been obtained) which
results in the cessation of operation of the business at the Existing
Properties for a period of more than 90 consecutive days.

An Indenture will provide that the Trustee thereunder will, within 90
days after the occurrence of a default with respect to the Debt Securities
subject thereto, give the holders of such Debt Securities notice of all uncured
defaults known to it (the term "default" to include the events specified above
without grace or notice), provided, that, except in the case of a default in
the payment of principal of or interest on such Debt Securities, such Trustee
shall be protected in withholding such notice if and so long as a committee of
its trust officers in good faith determines that the withholding of such notice
is in the interest of the holders of such Debt Securities.

In case an Event of Default (other than certain events of bankruptcy,
insolvency or reorganization) occurs and is continuing with respect to any
series of Debt Securities, the Trustee under the Indenture relating to such
series of Debt Securities or the holders of not less than 25% in principal
amount of such series of Debt Securities then

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outstanding, by notice in writing to the Company (and to such Trustee if given
by the holders of such series of Debt Securities), may declare the unpaid
principal of and all accrued and unpaid interest on all such series of Debt
Securities to be due and payable immediately. Such declaration may be rescinded
by holders of a majority in principal amount of such series of Debt Securities
then outstanding if, among other conditions, all existing Events of Default
with respect to such series of Debt Securities (except non-payment of principal
of or interest on such series that has become due solely because of the
acceleration) have been cured or waived and if the rescission would not
conflict with any judgment or decree.

Defaults with respect to any series of Debt Securities (except, unless
theretofore cured, a default in payment of principal of or interest on such
series of Debt Securities or default with respect to a provision which cannot
be modified under the terms of the applicable Indenture without the consent of
each holder of the Debt Securities affected) may be waived by the holders of a
majority in principal amount of such series of Debt Securities then outstanding
upon the conditions provided in such Indenture.

An Indenture will include a covenant that the Company will (so long as
it has not been relieved of the obligation by covenant defeasance or discharge
of such Indenture in accordance with the terms thereof) file annually with the
Trustee under such Indenture a statement regarding compliance by the Company
with the terms thereof and specifying any defaults thereunder of which the
signers may have knowledge.

MODIFICATION OF THE INDENTURES

Under an Indenture, the rights and obligations of the Company and the
rights of the holders of the Debt Securities covered by such Indenture
generally may be modified by the Company and the Trustee under such Indenture
with the consent of the holders of not less than a majority in principal amount
of the Debt Securities then outstanding affected by such modification.
Notwithstanding the foregoing, without the consent of each affected holder of
Debt Securities, an amendment or waiver with respect to such Indenture may not
(i) reduce the amount of Debt Securities whose holders must consent to an
amendment, supplement or waiver; (ii) reduce the rate of or change the time for
payment of interest on any Debt Security in a manner adverse to the holders
thereof; (iii) reduce the principal of, or extend the stated maturity of any
Debt Security or alter the redemption provisions of any Debt Securities in a
manner adverse to the holders thereof; (iv) make any Debt Security payable in
money other than that stated in such Debt Security; (v) waive a default in the
payment of the principal of, or interest on, any Debt Security; or (vi) take
any other action, if any, described in a Prospectus Supplement as requiring the
consent of each affected holder of Debt Securities. Under certain
circumstances, the Company and the Trustee may amend or supplement an Indenture
without notice to or the consent of any holder of the Debt Securities covered
by such Indenture.

SATISFACTION AND DISCHARGE OF INDENTURES

Unless otherwise indicated in the applicable Prospectus Supplement, the
Indenture with respect to any series of Debt Securities will be

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discharged upon payment in full of such series of Debt Securities outstanding
thereunder, or upon the deposit with the Trustee, in trust, of money or
Qualified Government Obligations, or both, which, together with the
predetermined and certain income to accrue thereon, without consideration of
any reinvestment thereof, will provide money in an amount sufficient to pay and
discharge the principal of and each installment of interest on such series of
Debt Securities on the maturity or redemption date, as the case may be, in
accordance with the terms of such Indenture and such series of Debt Securities
issued thereunder. The Company will be entitled to make such a deposit if,
among other things, the Company has delivered to the Trustee an opinion of
counsel to the effect that the holders of such series of Debt Securities will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit and defeasance of the applicable Indenture and will be subject
to federal income tax in the same manner as would have been the case if such
deposit and defeasance had not occurred.

COVENANT DEFEASANCE

Unless otherwise indicated in the applicable Prospectus Supplement, an
Indenture will provide that the Company may be released from its obligations
with respect to any series of Debt Securities to which such Indenture relates
other than the Company's obligations with respect to the payment of principal
of, premium, if any, and interest on such series of Debt Securities, and that
such release will not be deemed to be an Event of Default under such Indenture
with respect to any such series of Debt Securities ("covenant defeasance"),
upon the deposit with the Trustee (or other qualifying trustee), in trust, of
money or Qualified Government Obligations, or both, which through the payment
of interest and principal in accordance with their terms will provide money in
an amount sufficient to pay and discharge the principal of and each installment
of interest on such series of Debt Securities on the maturity of such payments
in accordance with the terms of the applicable Indenture and such series of
Debt Securities issued thereunder. The Company will be entitled to make such a
deposit if, among other things, the Company has delivered to the Trustee an
opinion of counsel to the effect that the holders of such series of Debt
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such covenant defeasance and will be subject to federal
income tax in the same manner as would have been the case if such covenant
defeasance had not occurred.

CONCERNING THE TRUSTEE

The applicable Prospectus Supplement relating to each issuance of Debt
Securities will identify the Trustee under the Indenture relating to such Debt
Securities. If more than one series of Debt Securities is outstanding under an
Indenture, a Trustee may serve in such capacity with respect to the Debt
Securities of one or more of such series. If more than one series of Debt
Securities is outstanding under an Indenture, the holders of a majority in
aggregate principal amount of each such series at any time outstanding may
remove the Trustee with respect to such series (but not as to any other series)
by so notifying the Trustee and may appoint a successor Trustee with respect to
such series. Each reference in this Prospectus to the Trustee under an
Indenture refers, in the case of each series of Debt Securities outstanding
under such Indenture, to the

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Trustee for such series. Except as otherwise described in the applicable
Prospectus Supplement or provided for in an Indenture, payments of principal
of, premium, if any, and interest on, and all registration, transfer, exchange,
authentication and delivery (including authentication and delivery on original
issuance of the Debt Securities) of, Debt Securities issued under such
Indenture will be effected by the Trustee under the Indenture applicable to
such Debt Securities at such Trustee's corporate trust office, or at an office
designated by such Trustee in New York, New York.

An Indenture will contain certain limitations on the right of the
Trustee under such Indenture, should it become a creditor of the Company, to
obtain payment of claims in certain cases or to realize on certain property
received in respect of any such claim as security or otherwise. The Trustee
under each Indenture will be permitted to engage in other transactions;
however, if a Trustee acquires any conflicting interest, it must eliminate such
conflict or resign its position as Trustee.

The holders of a majority in principal amount of any series of Debt
Securities then outstanding under an Indenture will have the right to direct
the time, method and place of conducting any proceeding for exercising any
remedy available to the Trustee under such Indenture applicable to such series
of Debt Securities, provided that such direction would not conflict with any
rule of law or with such Indenture, would not be unduly prejudicial to the
rights of another holder of such Debt Securities and would not involve such
Trustee in personal liability. An Indenture will provide that in case an Event
of Default under such Indenture shall occur and be known to the Trustee under
such Indenture (and not be cured), such Trustee will be required to use the
degree of care of a prudent person in the conduct of such person's own affairs
in the exercise of its power. Subject to such provisions, a Trustee will be
under no obligation to exercise any of its rights or powers under such
Indenture at the request of any of the holders of the Debt Securities to which
the Indenture relates unless such holders shall have offered to such Trustee
security and indemnity satisfactory to it.

NO PERSONAL LIABILITY

An Indenture will provide that no past, present or future director,
officer, employee, stockholder or incorporator of the Company or any successor
corporation shall have any liability for any obligations of the Company under
the Debt Securities to which such Indenture relates or for any claim based on,
in respect of or by reason of such obligations or their creation, by reason of
such person's status as such director, officer, employee, stockholder or
incorporator.

DESCRIPTION OF PREFERRED STOCK

GENERAL

The Company may issue, from time to time, shares of one or more series
of Preferred Stock.

The following description of the terms of the Preferred Stock sets

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forth certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. The particular terms of any series of
Preferred Stock offered by any Prospectus Supplement and the extent, if any, to
which such general provisions may apply to the series of Preferred Stock so
offered will be described in a Prospectus Supplement relating to such Preferred
Stock. The following summary of certain provisions of the Preferred Stock does
not purport to be complete and is subject to, and is qualified in its entirety
by express reference to, the provisions of the Company's Articles of
Incorporation, as amended (the "Articles of Incorporation"), and each
Certificate of Designation relating to a specific series of the Preferred Stock
(each, a "Certificate of Designation"), which will be in the form filed as an
exhibit to, or incorporated by reference in, the Registration Statement at or
prior to the time of issuance of such series of Preferred Stock.

Pursuant to the Articles of Incorporation, the Company has the
authority to issue 5,000,000 shares of Preferred Stock. The Board of Directors
of the Company is authorized to issue shares of Preferred Stock, in one or more
series, and to fix for each such series voting powers and such preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions, as are permitted by the Nevada
Revised Statutes.

The Board of Directors of the Company is authorized to determine for
each series of Preferred Stock, and the Prospectus Supplement shall set forth
with respect to such series, the following: (i) the designation of such series
and the number of shares that constitute such series; (ii) the dividend rate
(or the method of calculation thereof), if applicable, on the shares of such
series and the priority as to payment of dividends with respect to other
classes or series of capital stock of the Company; (iii) the dividend periods
(or the method of calculation thereof), if applicable; (iv) the voting rights,
if any, of the shares; (v) the liquidation preference and the priority as to
payment of such liquidation preference with respect to other classes or series
of capital stock of the Company and any other rights of the shares of such
series upon any liquidation or winding-up of the Company; (vi) whether or not
and on what terms the shares of such series will be subject to redemption or
repurchase at the option of the Company; (vii) whether and on what terms the
shares of such series will be convertible into or exchangeable for other debt
or equity securities; (viii) whether depositary shares representing shares of
such series of Preferred Stock will be offered and, if so, the fraction of a
share of such series of Preferred Stock represented by each depositary share
(see "Description of Depositary Shares" below); (ix) whether the shares of such
series of Preferred Stock will be listed on a securities exchange; and (x) the
other rights and privileges and any qualifications, limitations or restrictions
of such rights or privileges of such series.

DIVIDENDS

Holders of shares of Preferred Stock shall be entitled to receive, when
and as declared by the Board of Directors of the Company out of funds
of the Company legally available therefor, cash dividends payable on such dates
and at such rates, if any, per share set forth in the applicable Prospectus
Supplement.

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Unless otherwise set forth in the applicable Prospectus Supplement,
each series of Preferred Stock will rank junior as to dividends to any series
of Preferred Stock that may be issued in the future that is expressly senior as
to dividends to such earlier series of the Preferred Stock. If at any time the
Company has failed to pay accrued dividends on any such senior series at the
time dividends are payable on a junior series, the Company may not pay any
dividend on such junior series of Preferred Stock or redeem or otherwise
repurchase shares of such junior series of Preferred Stock until such
accumulated but unpaid dividends on the senior series have been paid or set
aside for payment in full by the Company.

Unless otherwise set forth in the applicable Prospectus Supplement, no
dividends (other than in Common Stock or other capital stock ranking junior to
the Preferred Stock of any series as to dividends and upon liquidation) shall
be declared or paid or set aside for payment, nor shall any other distribution
be declared or made upon the Common Stock, or any other capital stock of the
Company ranking junior to or on a parity with the Preferred Stock of such
series as to dividends, nor shall any Common Stock or any other capital stock
of the Company ranking junior to or on a parity with the Preferred Stock of
such series as to dividends be redeemed, purchased or otherwise acquired for
any consideration (or any monies be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Company (except
by conversion into or exchange for other capital stock of the Company ranking
junior to the Preferred Stock of such series as to dividends) unless (i) if
such series of Preferred Stock has a cumulative dividend, full cumulative
dividends on the Preferred Stock of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for all past dividend periods and the then current dividend period or
(ii) if such series of Preferred Stock does not have a cumulative dividend,
full dividends on the Preferred Stock of such series have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for payment for the then current dividend period;
provided, however, that any monies theretofore deposited in any sinking fund
with respect to any Preferred Stock of the Company in compliance with the
provisions of such sinking fund may thereafter be applied to the purchase or
redemption of such Preferred Stock in accordance with the terms of such sinking
fund, regardless of whether at the time of such application full cumulative
dividends upon shares of the Preferred Stock outstanding on the last dividend
payment date shall have been paid or declared and set apart for payment; and
provided, further, that any such junior or parity Preferred Stock of the
Company or Common Stock of the Company may be converted into or exchanged for
stock of the Company ranking junior to the series of Preferred Stock then
senior to such junior or parity Preferred Stock as to dividends.

The amount of dividends payable for the initial dividend period or any
period shorter than a full dividend period shall be computed on the basis of a
360-day year of twelve 30-day months. Accrued but unpaid dividends will not
bear interest.

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CONVERTIBILITY

No series of Preferred Stock will be convertible into, or exchangeable
for, other securities or property except as set forth in the applicable
Prospectus Supplement.

REDEMPTION AND SINKING FUND

No series of Preferred Stock will be redeemable or receive the benefit
of a sinking fund except as set forth in the applicable Prospectus Supplement.

LIQUIDATION RIGHTS

Unless otherwise set forth in the applicable Prospectus Supplement, in
the event of any liquidation, dissolution or winding-up of the Company, the
holders of shares of each series of Preferred Stock are entitled to receive out
of assets of the Company available for distribution to stockholders, before any
distribution of assets is made to holders of: (i) any other shares of Preferred
Stock of the Company ranking junior to such series of Preferred Stock as to
rights upon liquidation, dissolution or winding-up; or (ii) shares of Common
Stock, liquidating distributions per share in the amount of the liquidation
preference specified in the applicable Prospectus Supplement for such series of
Preferred Stock plus any dividends accrued and accumulated but unpaid to the
date of final distribution, but, in either case, the holders of each series of
Preferred Stock will not be entitled to receive the liquidating distribution
of, plus such dividends on, such shares until the liquidation preference of any
shares of the Company's capital stock ranking senior to such series of the
Preferred Stock as to the rights upon liquidation, dissolution or winding-up
shall have been paid (or a sum set aside therefor sufficient to provide for
payment) in full. If upon any liquidation, dissolution or winding-up of the
Company, funds available for such purpose are insufficient to pay in full the
amounts payable with respect to any series of the Preferred Stock, and any
other Preferred Stock ranking as to any such distribution on a parity with such
series of the Preferred Stock, the holders of such series of the Preferred
Stock of the Company and such other parity Preferred Stock will share ratably
in any such distribution of assets in proportion to the full respective
preferential amounts to which they are entitled. Unless otherwise specified in
a Prospectus Supplement for a series of Preferred Stock, after payment of the
full amount of the liquidating distribution to which they are entitled, the
holders of shares of Preferred Stock will not be entitled to any further
participation in any distribution of assets by the Company. Neither a
consolidation or merger of the Company with another corporation nor a sale of
securities shall be considered a liquidation, dissolution or winding-up of the
Company.

VOTING RIGHTS

Holders of Preferred Stock will not have any voting rights except as
set forth in the applicable Prospectus Supplement or as otherwise from time to
time required by law.

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MISCELLANEOUS

The holders of Preferred Stock will have no preemptive rights. The
Preferred Stock, upon issuance against full payment of the purchase price
therefor, will be fully paid and nonassessable. Shares of Preferred Stock
redeemed or otherwise reacquired by the Company shall resume the status of
authorized and unissued shares of Preferred Stock undesignated as to series,
and shall be available for subsequent issuance. There are no restrictions on
repurchase or redemption of the Preferred Stock on account of any arrearage on
sinking fund installments except as may be set forth in an applicable
Prospectus Supplement. Payment of dividends on any series of Preferred Stock
may be restricted by loan agreements, indentures or other agreements entered
into by the Company. The accompanying Prospectus Supplement will describe any
material contractual restrictions on dividend payments. Such Prospectus
Supplement will also describe any material United States federal income tax
considerations applicable to the Preferred Stock.

NO OTHER RIGHTS

The shares of a series of Preferred Stock will not have any
preferences, voting powers or relative, participating, optional or other
special rights except as set forth above or in the applicable Prospectus
Supplement, the Articles of Incorporation or the applicable Certificate of
Designation, or as otherwise required by law.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for each series of Preferred Stock
will be designated in the applicable Prospectus Supplement.

DESCRIPTION OF DEPOSITARY SHARES

GENERAL

The Company may, at its option, elect to offer fractional shares of the
Preferred Stock of a series, rather than full shares of the Preferred Stock of
such series. In the event such option is exercised, the Company will issue
Depositary Receipts for Depositary Shares, each of which will represent a
fraction (to be set forth in the Prospectus Supplement relating to a particular
series of Preferred Stock) of a share of a particular series of Preferred Stock
as described below.

The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
among the Company, a depositary to be named in the applicable Prospectus
Supplement (the "Preferred Stock Depositary") and the holders from time to time
of depositary receipts issued thereunder. Subject to the terms of the Deposit
Agreement, each holder of a Depositary Share will be entitled, in proportion to
the applicable fraction of a share of Preferred Stock represented by such
Depositary Share, to all the rights and preferences of the Preferred Stock
represented thereby (including dividend, voting, redemption, subscription and
liquidation rights).

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The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement to those persons purchasing Depositary
Shares.

The following description of the terms of the Depositary Shares sets
forth certain general terms and provisions of the Depositary Shares to which
any Prospectus Supplement may relate. The particular terms of the Depositary
Shares offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Depositary Shares so offered will be
described in a Prospectus Supplement relating to such Depositary Shares. The
forms of Deposit Agreement and Depositary Receipt will be filed with the
Commission as exhibits to a document incorporated by reference in the
Registration Statement prior to the date of any Prospectus Supplement relating
to an offering of the Depositary Shares.

Immediately following the issuance of fractional shares of a series of
Preferred Stock by the Company, the Company will deposit such shares with the
Preferred Stock Depositary, which will then issue and deliver the Depositary
Receipts to the purchasers thereof. Depositary Receipts will only be issued
evidencing whole Depositary Shares. A Depositary Receipt may evidence any
number of whole Depositary Shares.

Pending the preparation of definitive engraved Depositary Receipts, the
Preferred Stock Depositary may, upon the written order of the Company, issue
temporary Depositary Receipts substantially identical to (and entitling the
holders thereof to all the rights pertaining to) the definitive Depositary
Receipts but not in definitive form. Definitive Depositary Receipts will be
prepared thereafter without unreasonable delay, and such temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts at the
Company's expense.

The following summary of certain provisions which will be included in
the Deposit Agreement with respect to the Depositary Shares does not purport to
be complete and is subject to, and is qualified in its entirety by express
reference to, all the provisions of the Deposit Agreement, including the
definitions therein of certain terms.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Preferred Stock Depositary will distribute all cash dividends or
other cash distributions received in respect of the Preferred Stock represented
by the Depositary Shares to the record holders of the Depositary Shares in
proportion to the number of such Depositary Shares owned by such holders.

In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Shares entitled thereto in proportion to the number of Depositary
Shares owned by such holders, unless the Preferred Stock Depositary determines
that such distribution cannot be made proportionately among such holders or
that it is not feasible to make such distributions, in which case the Preferred
Stock Depositary may, with the approval of the Company, adopt such method as it
deems equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities

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or other property thus received, or any part thereof, at such place or places
and upon such terms as it may deem proper.

The amount distributed in any of the foregoing cases will be reduced by
any amounts required to be withheld by the Company or the Preferred Stock
Depositary on account of taxes or other governmental charges.

REDEMPTION OF DEPOSITARY SHARES

If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Preferred Stock Depositary resulting from any redemption, in
whole or in part, of such series of the Preferred Stock held by the Preferred
Stock Depositary. The redemption price per Depositary Share will be the
fraction of the redemption price per share payable with respect to such series
of the Preferred Stock equal to the fraction of a share of such Preferred Stock
represented by a Depositary Share. If the Company redeems shares of a series
of Preferred Stock held by the Preferred Stock Depositary, the Preferred Stock
Depositary will redeem as of the same redemption date the number of Depositary
Shares representing the shares of Preferred Stock so redeemed. If less than
all the Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed will be selected by lot or substantially equivalent method determined
by the Preferred Stock Depositary.

After the date fixed for redemption, the Depositary Shares so called
for redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
monies payable upon such redemption and any money or other property to which
the holders of such Depositary Shares were entitled upon such redemption, upon
surrender to the Preferred Stock Depositary of the Depositary Receipts
evidencing such Depositary Shares.

VOTING THE PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of any
series of the Preferred Stock are entitled to vote, the Preferred Stock
Depositary will mail the information contained in such notice of meeting to the
record holders of the Depositary Shares relating to such series of Preferred
Stock. Each record holder of such Depositary Shares on the record date (which
will be the same date as the record date for the related series of Preferred
Stock) will be entitled to instruct the Preferred Stock Depositary as to the
exercise of the voting rights pertaining to the number of shares of the series
of Preferred Stock represented by such holder's Depositary Shares. The
Preferred Stock Depositary will endeavor, insofar as practicable, to vote or
cause to be voted the number of shares of the Preferred Stock represented by
such Depositary Shares in accordance with such instructions, provided the
Preferred Stock Depositary receives such instructions sufficiently in advance
of such meeting to enable it to so vote or cause to be voted the shares of
Preferred Stock, and the Company will agree to take all reasonable action that
may be deemed necessary by the Preferred Stock Depositary in order to enable
the Preferred Stock Depositary to do so. The Preferred Stock Depositary

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will abstain from voting shares of the Preferred Stock represented by
Depositary Shares to the extent it does not receive specific instructions from
the holders of Depositary Shares representing such Preferred Stock.

WITHDRAWAL OF STOCK

Upon a holder's surrender of Depositary Receipts at the corporate trust
office of the Preferred Stock Depositary and upon such holder's payment of the
taxes, charges and fees provided for in the Deposit Agreement and subject to
the terms thereof, the holder of the Depositary Shares evidenced thereby will
be entitled to delivery at such office, to or upon his or her order, of the
number of whole shares of the related series of Preferred Stock and any money
or other property, if any, represented by such Depositary Shares.

Holders of Depositary Shares will be entitled to receive whole shares
of the related series of Preferred Stock, but holders of such whole shares of
Preferred Stock will not thereafter be entitled to deposit such shares of
Preferred Stock with the Preferred Stock Depositary or to receive Depositary
Shares therefor. If the Depositary Receipts delivered by the holder evidence a
number of Depositary Shares in excess of the number of Depositary Shares
representing the number of whole shares of the related series of Preferred
Stock to be withdrawn, the Preferred Stock Depositary will deliver to such
holder or upon such holder's order at the same time a new Depositary Receipt
evidencing such excess number of Depositary Shares.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Preferred Stock Depositary.
However, any amendment that materially adversely alters the rights of the
holders of Depositary Shares will not be effective unless such amendment has
been approved by the holders of a majority of the Depositary Shares then
outstanding. Every holder of a Depositary Receipt at the time such amendment
becomes effective will be deemed, by continuing to hold such Depositary
Receipt, to be bound by the Deposit Agreement as so amended. Notwithstanding
the foregoing, in no event may any amendment impair the right of any holder of
any Depositary Shares, upon surrender of the Depositary Receipts evidencing
such Depositary Shares and subject to any conditions specified in the Deposit
Agreement, to receive shares of the related series of Preferred Stock and any
money or other property represented thereby, except in order to comply with
mandatory provisions of applicable law. The Deposit Agreement may be
terminated by the Company at any time upon not less than 60 days' prior written
notice to the Preferred Stock Depositary, in which case, on a date that is not
later than 30 days after the date of such notice, the Preferred Stock
Depositary shall deliver or make available for delivery to holders of
Depositary Shares, upon surrender of the Depositary Receipts evidencing such
Depositary Shares, such number of whole or fractional shares of the related
series of Preferred Stock as are represented by such Depositary Shares. The
Deposit Agreement shall automatically terminate after all outstanding
Depositary Shares have been redeemed or there has been a final

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distribution in respect of the related series of Preferred Stock in connection
with any liquidation, dissolution or winding-up of the Company and such
distribution has been distributed to the holders of Depositary Shares.

CHARGES OF DEPOSITARY

The Company will pay all transfer and other taxes and the governmental
charges arising solely from the existence of the depositary arrangements. The
Company will pay the charges of the Preferred Stock Depositary, including
charges in connection with the initial deposit of any series of Preferred Stock
represented by Depositary Shares and the initial issuance of the Depositary
Shares and all withdrawals of shares of the related series of Preferred Stock,
except that holders of Depositary Shares will pay other transfer and other
taxes and governmental charges and such other charges as are expressly provided
in the Deposit Agreement to be for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

The Preferred Stock Depositary may resign at any time by delivering to
the Company written notice of its election to do so, and the Company may at any
time remove the Depositary, any such resignation or removal to take effect upon
the appointment of a successor Preferred Stock Depositary, which successor
Preferred Stock Depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.

MISCELLANEOUS

The Preferred Stock Depositary will forward to the holders of
Depositary Shares all reports and communications from the Company that are
delivered to the Preferred Stock Depositary and which the Company is required
to furnish to the holders of the Preferred Stock.

The Preferred Stock Depositary's corporate trust office will be
identified in the applicable Prospectus Supplement. Unless otherwise set forth
in the applicable Prospectus Supplement, the Preferred Stock Depositary will
act as transfer agent and registrar for Depositary Receipts and if shares of a
series of Preferred Stock are redeemable, the Preferred Stock Depositary will
act as redemption agent for the corresponding Depositary Receipts.

DESCRIPTION OF WARRANTS

GENERAL

The Company may issue, together with other Securities or separately,
warrants for the purchase of (i) Debt Securities (the "Debt Warrants"), (ii)
Common Stock (the "Common Stock Warrants") or (iii) Preferred Stock (the
"Preferred Stock Warrants" and, collectively with the Debt Warrants and the
Common Stock Warrants, the "Warrants").

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The Warrants will be issued under Warrant Agreements (as defined below)
to be entered into between the Company and a bank or trust company, as warrant
agent (the "Warrant Agent"), all to be set forth in the applicable Prospectus
Supplement relating to Warrants in respect of which this Prospectus is being
delivered. Copies of the form of agreement for each Warrant (each, a "Debt
Securities Warrant Agreement," a "Common Stock Warrant Agreement" or a
"Preferred Stock Warrant Agreement," as the case may be, or collectively, the
"Warrant Agreements"), including the forms of certificates representing the
Warrants (the "Debt Warrant Certificate(s)," the "Common Stock Warrant
Certificate(s)" or the "Preferred Stock Warrant Certificate(s)," as the case
may be, or collectively, the "Warrant Certificates"), reflecting the provisions
to be included in such agreements that will be entered into with respect to the
particular offerings of each type of Warrant will be, in each case, filed with
the Commission as an exhibit to a document incorporated by reference in the
Registration Statement prior to the date of any Prospectus Supplement relating
to an offering of such Warrant.

The following description of the terms of the Warrants sets forth
certain general terms and provisions of the Warrants to which any Prospectus
Supplement may relate. The particular terms of the Warrants offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Warrants so offered will be described in a Prospectus
Supplement relating to such Warrants. The following summary of certain
provisions of the Warrants, the Warrant Agreements and the Warrant Certificates
does not purport to be complete and is subject to, and is qualified in its
entirety by express reference to, all of the provisions of the Warrant
Agreements and Warrant Certificates, including the definitions therein of
certain terms.

DEBT WARRANTS

GENERAL. Reference is made to the applicable Prospectus Supplement for
the terms of Debt Warrants in respect of which this Prospectus is being
delivered, the Debt Securities Warrant Agreement relating to such Debt Warrants
and the Debt Warrant Certificate(s) representing such Debt Warrants, including
the following: (i) the designation, aggregate principal amount and terms of the
Debt Securities purchasable upon exercise of such Debt Warrants and the
procedures and conditions relating to the exercise of such Debt Warrants; (ii)
the designation and terms of any related Debt Securities with which such Debt
Warrants are issued and the number of such Debt Warrants issued with each such
Debt Security; (iii) the date, if any, on and after which such Debt Warrants
and the related Debt Securities will be separately transferable; (iv) the
principal amount of Debt Securities purchasable upon exercise of each Debt
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (v) the date on which the right to exercise such
Debt Warrants shall commence and the date on which such right shall expire;
(vi) a discussion of the material United States federal income tax
considerations applicable to the exercise of Debt Warrants; (vii) whether the
Debt Warrants represented by the Debt Warrant Certificates will be issued in
registered or bearer form, and, if registered, where they may be transferred
and registered; (viii) call provisions of such Debt Warrants, if any; and (ix)
any other terms of the Debt Warrants.

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Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated
in the applicable Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of holders
of the Debt Securities purchasable upon such exercise and will not be entitled
to payments of principal of (and premium, if any) or interest, if any, on the
Debt Securities purchasable upon such exercise.

EXERCISE OF DEBT WARRANTS. Each Debt Warrant will entitle the holder
to purchase for cash such principal amount of Debt Securities at such exercise
price as shall in each case be set forth in, or be determinable as set forth
in, the applicable Prospectus Supplement relating to the Debt Warrants offered
thereby. Debt Warrants may be exercised at any time up to the date and time on
such date set forth in the applicable Prospectus Supplement. Thereafter,
unexercised Debt Warrants will become void.

Debt Warrants may be exercised as set forth in the applicable
Prospectus Supplement relating to the Debt Warrants. Upon receipt of payment
and the Debt Warrant Certificate properly completed and duly executed at the
corporate trust office of the Warrant Agent or any other office indicated in
the applicable Prospectus Supplement, the Company will, as soon as practicable,
forward the Debt Securities purchasable upon such exercise. If less than all
of the Debt Warrants represented by such Debt Warrant Certificate are
exercised, a new Debt Warrant Certificate will be issued for the remaining
amount of Debt Warrants.

COMMON STOCK WARRANTS

GENERAL. Reference is made to the applicable Prospectus Supplement for
the terms of Common Stock Warrants in respect of which this Prospectus is being
delivered, the Common Stock Warrant Agreement relating to such Common Stock
Warrants and the Common Stock Warrant Certificates representing such Common
Stock Warrants, including the following: (i) the procedures and conditions
relating to the exercise of such Common Stock Warrants; (ii) the number of
shares of Common Stock, if any, issued with such Common Stock Warrants; (iii)
the date, if any, on and after which such Common Stock Warrants and any related
shares of Common Stock will be separately transferable; (iv) the offering price
of such Common Stock Warrants, if any; (v) the number of shares of Common Stock
purchasable upon exercise of such Common Stock Warrants and the price or prices
at which such shares may be purchased upon exercise; (vi) the date on which the
right to exercise such Common Stock Warrants shall commence and the date on
which such right shall expire; (vii) a discussion of the material United States
federal income tax considerations applicable to the exercise of Common Stock
Warrants; (viii) call provisions of such Common Stock Warrants, if any; and
(ix) any other terms of the Common Stock Warrants.

Common Stock Warrant Certificates will be exchangeable for new Common
Stock Warrant Certificates of different denominations and Common Stock Warrants
may be exercised at the corporate trust office of the Warrant Agent or any
other office indicated in the applicable Prospectus Supplement. Prior to the
exercise of their Common Stock Warrants, holders of Common Stock

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Warrants will not have any of the rights of holders of Common Stock purchasable
upon such exercise, including, without limitation, the right to any dividend
payments on the Common Stock purchasable upon such exercise.

EXERCISE OF COMMON STOCK WARRANTS. Each Common Stock Warrant will
entitle the holder to purchase for cash such number of shares of Common Stock
at such exercise price as shall in each case be set forth in, or be
determinable as set forth in, the applicable Prospectus Supplement relating to
the Common Stock Warrants offered thereby. Common Stock Warrants may be
exercised at any time up to the date and time on such date set forth in the
applicable Prospectus Supplement. Thereafter, unexercised Common Stock
Warrants will become void.

Common Stock Warrants may be exercised as set forth in the applicable
Prospectus Supplement relating to the Common Stock Warrants. Upon receipt of
payment and the Common Stock Warrant Certificate properly completed and duly
executed at the corporate trust office of the Warrant Agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon as
practicable, forward a certificate representing the number of shares of Common
Stock purchasable upon such exercise. If less than all of the Common Stock
Warrants represented by such Common Stock Warrant Certificate are exercised, a
new Common Stock Warrant Certificate will be issued for the remaining amount of
Common Stock Warrants.

PREFERRED STOCK WARRANTS

GENERAL. Reference is made to the applicable Prospectus Supplement for
the terms of Preferred Stock Warrants in respect of which this Prospectus is
being delivered, the Preferred Stock Warrant Agreement relating to such
Preferred Stock Warrants and the Preferred Stock Warrant Certificates
representing such Preferred Stock Warrants, including the following: (i) the
designation and terms of the shares of Preferred Stock purchasable upon
exercise of such Preferred Stock Warrants and the procedures and conditions
relating to the exercise of such Preferred Stock Warrants; (ii) the designation
and terms of any related shares of Preferred Stock with respect to which such
Preferred Stock Warrants are issued and the number of shares of such Preferred
Stock, if any, issued with Preferred Stock Warrants; (iii) the date, if any, on
and after which such Preferred Stock Warrants and any related shares of
Preferred Stock will be separately transferable; (iv) the offering price of
such Preferred Stock Warrants, if any; (v) the number of shares of Preferred
Stock purchasable upon exercise of such Preferred Stock Warrants and the
initial price or prices at which such shares may be purchased upon exercise;
(vi) the date on which the right to exercise such Preferred Stock Warrants
shall commence and the date on which such right shall expire; (vii) a
discussion of the material United States federal income tax considerations
applicable to the exercise of Preferred Stock Warrants; (viii) call provisions
of such Preferred Stock Warrants, if any; and (ix) any other terms of the
Preferred Stock Warrants.

Preferred Stock Warrant Certificates will be exchangeable for new
Preferred Stock Warrant Certificates of different denominations and Preferred
Stock Warrants may be exercised at the corporate trust office of the Warrant

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Agent or any other office indicated in the applicable Prospectus Supplement.
Prior to the exercise of their Preferred Stock Warrants, holders of Preferred
Stock Warrants will not have any of the rights of holders of Preferred Stock
purchasable upon such exercise, including, without limitation, any right to any
dividend payments on the Preferred Stock purchasable upon such exercise.

EXERCISE OF PREFERRED STOCK WARRANTS. Each Preferred Stock Warrant
will entitle the holder to purchase for cash such number of shares of Preferred
Stock at such exercise price as shall in each case be set forth in, or be
determinable as set forth in, the applicable Prospectus Supplement relating to
the Preferred Stock Warrants offered thereby. Preferred Stock Warrants may be
exercised at any time up to the date and time on such date set forth in the
applicable Prospectus Supplement. Thereafter, unexercised Preferred Stock
Warrants will become void.

Preferred Stock Warrants may be exercised as set forth in the
applicable Prospectus Supplement relating to the Preferred Stock Warrants.
Upon receipt of payment and the Preferred Stock Warrant Certificate properly
completed and duly executed at the corporate trust office of the Warrant Agent
or any other office indicated in the applicable Prospectus Supplement, the
Company will, as soon as practicable, forward a certificate representing the
number of shares of Preferred Stock purchasable upon such exercise. If less
than all of the Preferred Stock Warrants represented by such Preferred Stock
Warrant Certificate are exercised, a new Preferred Stock Warrant Certificate
will be issued for the remaining amount of Preferred Stock Warrants.

PLAN OF DISTRIBUTION

The Company may offer and sell the Securities directly to purchasers or
to or through underwriters, dealers or agents. Any such underwriter, dealer or
agent involved in the offer and sale of the Securities in respect of which this
Prospectus is delivered will be named in the applicable Prospectus Supplement.
The applicable Prospectus Supplement with respect to such Securities will also
set forth the terms of the offering of such Securities, including the purchase
price of such Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which such
Securities may be listed.

The distribution of the Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
from time to time at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
applicable Prospectus Supplement will describe the method of distribution of
the Securities.

If underwriters are used in an offering of Securities, the name of each
managing underwriter, if any, and any other underwriters and terms of the
transaction, including any underwriting discounts and other items constituting
compensation of the underwriters and dealers, if any, will be set forth in the

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applicable Prospectus Supplement relating to such offering and the Securities
will be acquired by the underwriters for their own accounts and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time. Underwriters, dealers and agents may be entitled, under agreements which
may be entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act, and to reimbursement by the Company of certain expenses.

If a dealer is used in an offering of Securities, the Company will sell
such Securities to the dealer, as principal. The dealer may then resell such
Securities to the public at varying prices to be determined by such dealer at
the time of resale. The name of the dealer and the terms of the transaction
will be set forth in the applicable Prospectus Supplement relating thereto.

If an agent is used in an offering of Securities, the agent will be
named, and the terms of the agency will be set forth, in the applicable
Prospectus Supplement relating thereto. Unless otherwise indicated in such
applicable Prospectus Supplement, an agent will act on a best efforts basis for
the period of its appointment.

Dealers and agents named in an applicable Prospectus Supplement may be
deemed to be underwriters (within the meaning of the Securities Act) of the
Securities described therein and, under agreements which may be entered into
with the Company, may be entitled to indemnification by the Company against
certain civil liabilities under the Securities Act. Underwriters, dealers and
agents may be customers of, engage in transactions with or perform services
for, the Company in the ordinary course of business.

Offers to purchase Securities may be solicited, and sales thereof may
be made, by the Company directly to institutional investors or others,
who may be deemed to be underwriters within the meaning of the Securities Act
with respect to any resales thereof. The terms of any such offer will be set
forth in the applicable Prospectus Supplement relating thereto.

If so indicated in the applicable Prospectus Supplement, the Company
will authorize underwriters or other agents of the Company to solicit offers by
certain institutional investors to purchase Securities from the Company
pursuant to contracts providing for payment and delivery at a future date.
Institutional investors with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases
such purchasers must be approved by the Company. The obligations of any
purchaser under any such contract will not be subject to any conditions except
that (i) the purchase of the Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction to which such purchaser is
subject and (ii) if the Securities are also being sold to underwriters, the
Company shall have sold to such underwriters the Securities not subject to
delayed delivery. Underwriters and other agents will not have any

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responsibility in respect of the validity or performance of such contracts.

In addition, the Securities may be offered and sold by the holders
thereof in one or more of the transactions described above, which transactions
may be effected at any time and from time to time. Upon any such sale of
Securities, the respective holders thereof and any broker, dealer or
underwriter participating therewith may be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act, and any commissions, discounts
or concessions upon such sale, or any profit on the resale of such shares,
received thereby in connection with such sale may be deemed to be underwriting
commissions or discounts under the Securities Act. The compensation, including
commissions, discounts, concessions and other profits, received by any broker,
dealer or underwriter in connection with the sale of any of such Securities may
be less than or in excess of customary commissions.

The anticipated date of delivery of Securities will be set forth in the
applicable Prospectus Supplement relating to each offering.

The Securities may or may not be listed on a national securities
exchange or a foreign securities exchange. No assurances can be given that
there will be a market for any of the Securities.

LEGAL MATTERS

Certain legal matters will be passed upon for the Company by Wolf,
Block, Schorr and Solis-Cohen, Philadelphia, Pennsylvania, and, as to certain
matters of Nevada law, by Peter C. Walsh, Assistant General Counsel of the
Company. Mr. Walsh holds options to purchase 134,000 shares of Common Stock.

EXPERTS

The consolidated balance sheets of Mirage Resorts, Incorporated and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, stockholders' equity and cash flows for the years then
ended, incorporated by reference herein, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of such
firm as experts in accounting and auditing.

The consolidated statements of income, stockholders' equity and cash
flows of Mirage Resorts, Incorporated and subsidiaries for the year ended
December 31, 1993, incorporated by reference herein, have been incorporated
herein in reliance upon the report of Coopers & Lybrand, independent
accountants, given upon the authority of that firm as experts in accounting and
auditing.

32<PAGE>
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses to be paid by the Company in connection with the
sale of the securities being registered in the Registration Statement are as
follows:

Securities and Exchange Commission fee . . $172,414
Accounting fees and expenses . . . . . . . 35,000
Legal fees and expenses . . . . . . . . . 75,000
Rating agency fees . . . . . . . . . . . . 250,000
Printing and engraving expenses . . . . . . 50,000
Trustee and registrar fees and expenses . . 7,500
Miscellaneous expenses. . . . . . . . . . . 10,086
--------
Total . . . . . . . . . . . . . . . . . $600,000
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Nevada Revised Statutes and the Bylaws of the Company contain
provisions for indemnification of officers, directors, employees and agents of
the Company. The Bylaws provisions require the Company to indemnify such
persons to the full extent permitted by Nevada law. Each person will be
indemnified in any proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Company. Indemnification would cover expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement. In addition, the Company's
Articles of Incorporation provide that officers and directors shall not be
personally liable to the Company or its stockholders for damages for breach of
their fiduciary duty, except for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or for the payment of a
dividend in violation of Nevada law.

The Company maintains in effect a liability insurance policy under
which officers and directors of the Company and its subsidiaries are generally
indemnified against losses and liability (including costs, expenses,
settlements and judgments) incurred by them in such capacities, individually or
otherwise, other than specified excluded losses. The insurance policy will pay
on behalf of the Company or its subsidiaries all covered losses for which the
Company or its subsidiaries grant indemnification to any officer or director as
permitted by law which the officer or director becomes legally obligated to pay
on account of an indemnifiable claim. However, the policy excludes any claims
or loss arising out of the filing of a registration statement under the
Securities Act, the Exchange Act or any state Blue Sky or securities law.

See Item 17 of this Part II for further information concerning
indemnification of directors, officers and controlling persons of the Company.

II-1<PAGE>
<PAGE>

ITEM 16. EXHIBITS.

4 Form of Indenture.
5 Opinion and Consent of Peter C. Walsh, Esquire.
12 Computation of ratio of earnings to fixed charges.
15 Letter from Arthur Andersen LLP re: unaudited interim financial
information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Peter C. Walsh, Esquire (contained in Exhibit 5).
24 Power of Attorney (see pages II-4 and II-5).

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) to reflect in the prospectus
any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereto) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement; provided, however, that clauses
(1)(i)and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those clauses is contained
in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-2<PAGE>
<PAGE>

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions of Item 15 of this Part
II, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-3<PAGE>
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada, on June 28, 1996.

MIRAGE RESORTS, INCORPORATED

By: /s/ STEPHEN A. WYNN

---------------------------
Stephen A. Wynn
Chairman of the Board, President
and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel R. Lee and Bruce A. Levin, and
each of them, jointly and severally, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ STEPHEN A. WYNN Chairman of the Board, June 28, 1996
- ---------------------- President and Chief
Stephen A. Wynn Executive Officer
(Principal Executive
Officer)

II-4<PAGE>
<PAGE>

/s/ DANIEL R. LEE Senior Vice President- June 28, 1996
- ----------------------- Finance and Development,
Daniel R. Lee Chief Financial Officer and
Treasurer (Principal
Financial and Accounting
Officer)

/s/ ELAINE P. WYNN Director June 28, 1996
- -----------------------
Elaine P. Wynn

/s/ MELVIN B. WOLZINGER Director June 28, 1996
- -----------------------
Melvin B. Wolzinger

/s/ RONALD M. POPEIL Director June 28, 1996
- -----------------------
Ronald M. Popeil

/s/ DANIEL B. WAYSON Director June 28, 1996
- -----------------------
Daniel B. Wayson

/s/ GEORGE J. MASON Director June 28, 1996
- -----------------------
George J. Mason

/s/ RICHARD D. BRONSON Director June 28, 1996
- -----------------------
Richard D. Bronson

II-5

<PAGE>

MIRAGE RESORTS, INCORPORATED, as Issuer,

--------------------

Indenture

Dated as of

--------------------

[Name of Trustee]

Trustee<PAGE>
<PAGE>
CROSS-REFERENCE TABLE*
----------------------
Trust Indenture
Act Section Indenture Section
- --------------- -----------------

310(a)(1) . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . N.A.
(b). . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10; 10.02
(c). . . . . . . . . . . . . . . . . . . . . . N.A.
311(a). . . . . . . . . . . . . . . . . . . . . . 7.11
(b). . . . . . . . . . . . . . . . . . . . . . 7.11
(c). . . . . . . . . . . . . . . . . . . . . . N.A.
312(a). . . . . . . . . . . . . . . . . . . . . . 2.07
(b). . . . . . . . . . . . . . . . . . . . . . 10.03
(c). . . . . . . . . . . . . . . . . . . . . . 10.03
313(a). . . . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . 7.06
(c). . . . . . . . . . . . . . . . . . . . . . 7.06; 10.02
(d). . . . . . . . . . . . . . . . . . . . . . 7.06
314(a). . . . . . . . . . . . . . . . . . . . . . 4.02; 10.02
(b). . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . 10.04
(c)(2) . . . . . . . . . . . . . . . . . . . . 10.04
(c)(3) . . . . . . . . . . . . . . . . . . . . N.A.
(d). . . . . . . . . . . . . . . . . . . . . . N.A.
(e). . . . . . . . . . . . . . . . . . . . . . 10.05
(f). . . . . . . . . . . . . . . . . . . . . . N.A.
315(a). . . . . . . . . . . . . . . . . . . . . . 7.01(b)
(b). . . . . . . . . . . . . . . . . . . . . . 7.05; 10.02
(c). . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d). . . . . . . . . . . . . . . . . . . . . . 7.01(c)
(e). . . . . . . . . . . . . . . . . . . . . . 6.11
316(a)(last sentence) . . . . . . . . . . . . . . 2.11
(a)(1)(A). . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B). . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . N.A.
(b). . . . . . . . . . . . . . . . . . . . . . 6.07
317(a)(1) . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . 6.09
(b). . . . . . . . . . . . . . . . . . . . . . 2.06
318(a). . . . . . . . . . . . . . . . . . . . . . 10.01
N.A. means not applicable.

- ---------------
* This Cross-Reference Table is not part of the Indenture.<PAGE>
<PAGE>
TABLE OF CONTENTS
-----------------

Page
----

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . 1
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . 1
Section 1.02. Other Definitions . . . . . . . . . . . . . . . 6
Section 1.03. Incorporation by Reference of Trust Indenture
Act. . . . . . . . . . . . . . . . . . . . 7
Section 1.04. Rules of Construction . . . . . . . . . . . . . 7

ARTICLE 2 THE SECURITIES . . . . . . . . . . . . . . . . . . . . 8
Section 2.01. Forms Generally . . . . . . . . . . . . . . . . 8
Section 2.02. Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . 8
Section 2.03. Amount Unlimited, Issuable in Series. . . . . . 9
Section 2.04. Execution and Authentication; Denominations;
Delivery and Dating. . . . . . . . . . . . 12
Section 2.05. Registrar and Paying Agent. . . . . . . . . . . 12
Section 2.06. Paying Agent to Hold Money in Trust . . . . . . 14
Section 2.07. Securityholder Lists. . . . . . . . . . . . . . 14
Section 2.08. Transfer and Exchange . . . . . . . . . . . . . 14
Section 2.09. Replacement Securities. . . . . . . . . . . . . 18
Section 2.10. Outstanding Securities. . . . . . . . . . . . . 18
Section 2.11. Treasury Securities . . . . . . . . . . . . . . 18
Section 2.12. Temporary Securities. . . . . . . . . . . . . . 19
Section 2.13. Cancellation. . . . . . . . . . . . . . . . . . 19
Section 2.14. Defaulted Interest. . . . . . . . . . . . . . . 19

ARTICLE 3 REDEMPTION AND OFFER TO REPURCHASE . . . . . . . . . . 19
Section 3.01. Notices to Trustee. . . . . . . . . . . . . . . 19
Section 3.02. Selection of Securities to Be Redeemed. . . . . 20
Section 3.03. Notice of Redemption. . . . . . . . . . . . . . 20
Section 3.04. Effect of Notice of Redemption. . . . . . . . . 21
Section 3.05. Deposit of Redemption Price . . . . . . . . . . 21
Section 3.06. Securities Redeemed in Part . . . . . . . . . . 21
Section 3.07. Redemption Pursuant to Gaming Laws. . . . . . . 21

ARTICLE 4 COVENANTS. . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.01. Payment of Securities . . . . . . . . . . . . . 22
Section 4.02. SEC Reports, Financial Reports. . . . . . . . . 22
Section 4.03. Compliance Certificate. . . . . . . . . . . . . 23
Section 4.04. Stay, Extension and Usury Laws. . . . . . . . . 23
Section 4.05. Corporate Existence . . . . . . . . . . . . . . 24
Section 4.06. Taxes . . . . . . . . . . . . . . . . . . . . . 24
Section 4.07. Change in Control . . . . . . . . . . . . . . . 24

ARTICLE 5 SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.01. When the Company May Merge, etc. . . . . . . . 26

i<PAGE>
<PAGE>

Page
----

Section 5.02. Successor Corporation Substituted . . . . . . . 26

ARTICLE 6 DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . 27
Section 6.01. Events of Default . . . . . . . . . . . . . . . 27
Section 6.02. Acceleration. . . . . . . . . . . . . . . . . . 29
Section 6.03. Other Remedies. . . . . . . . . . . . . . . . . 29
Section 6.04. Waiver of Past Defaults . . . . . . . . . . . . 30
Section 6.05. Control by Majority . . . . . . . . . . . . . . 30
Section 6.06. Limitation on Suits . . . . . . . . . . . . . . 30
Section 6.07. Rights of Holders to Receive Payment. . . . . . 31
Section 6.08. Collection Suit by Trustee. . . . . . . . . . . 31
Section 6.09. Trustee May File Proofs of Claim. . . . . . . . 31
Section 6.10. Priorities. . . . . . . . . . . . . . . . . . . 31
Section 6.11. Undertaking for Costs . . . . . . . . . . . . . 32

ARTICLE 7 TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . 32
Section 7.01. Duties of Trustee . . . . . . . . . . . . . . . 32
Section 7.02. Rights of Trustee . . . . . . . . . . . . . . . 33
Section 7.03. Individual Rights of Trustee. . . . . . . . . . 34
Section 7.04. Trustee's Disclaimer. . . . . . . . . . . . . . 34
Section 7.05. Notice of Defaults. . . . . . . . . . . . . . . 34
Section 7.06. Reports by Trustee to Holders . . . . . . . . . 34
Section 7.07. Compensation and Indemnity. . . . . . . . . . . 35
Section 7.08. Replacement of Trustee. . . . . . . . . . . . . 35
Section 7.09. Successor Trustee by Merger, etc. . . . . . . . 37
Section 7.10. Eligibility; Disqualification . . . . . . . . . 37
Section 7.11. Preferential Collection of Claims Against the
Company. . . . . . . . . . . . . . . . . . 37

ARTICLE 8 DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . 37
Section 8.01. Discharge of Liability on Securities. . . . . . 37
Section 8.02. Repayment to the Company. . . . . . . . . . . . 38
Section 8.03. Option to Effect Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . 38
Section 8.04. Defeasance and Discharge. . . . . . . . . . . . 38
Section 8.05. Covenant Defeasance . . . . . . . . . . . . . . 39
Section 8.06. Conditions to Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . 39

ARTICLE 9 AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . 40
Section 9.01. Without Consent of Holders. . . . . . . . . . . 40
Section 9.02. With Consent of Holders . . . . . . . . . . . . 41
Section 9.03. Compliance with Trust Indenture Act . . . . . . 42
Section 9.04. Revocation and Effect of Consents . . . . . . . 42
Section 9.05. Notation on or Exchange of Securities . . . . . 43
Section 9.06. Trustee Protected . . . . . . . . . . . . . . . 43

ii<PAGE>
<PAGE>

Page
----

ARTICLE 10 MEETINGS OF SECURITYHOLDERS . . . . . . . . . . . . . 43
Section 10.01. Purposes for Which Meetings may be Called. . . 43
Section 10.02. Manner of Calling Meetings . . . . . . . . . . 44
Section 10.03. Call of Meetings by Company or Holders . . . . 44
Section 10.04. Who May Attend or Vote at Meetings . . . . . . 44
Section 10.05. Regulations by Trustee; Conduct of Meeting;
Voting Rights; Adjournment . . . . . . . . 45
Section 10.06. Voting at the Meeting and Record to be Kept. . 45
Section 10.07. Exercise of Rights of Trustee or Security-
holders Not Hindered or Delayed by
Call of Meeting. . . . . . . . . . . . . . 46

ARTICLE 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . 46
Section 11.01. Trust Indenture Act Controls . . . . . . . . . 46
Section 11.02. Notices. . . . . . . . . . . . . . . . . . . . 46
Section 11.03. Communication by Holders with Other Holders. . 47
Section 11.04. Certificate and Opinion as to Conditions
Precedent. . . . . . . . . . . . . . . . . 47
Section 11.05. Statements Required in Certificate or Opinion. 48
Section 11.06. Rules by Trustee and Agents. . . . . . . . . . 48
Section 11.07. Legal Holidays . . . . . . . . . . . . . . . . 48
Section 11.08. No Recourse Against Others . . . . . . . . . . 48
Section 11.09. Counterparts . . . . . . . . . . . . . . . . . 49
Section 11.10. Governing Law. . . . . . . . . . . . . . . . . 49
Section 11.11. No Adverse Interpretation of Other Agreements. 49
Section 11.12. Successors . . . . . . . . . . . . . . . . . . 49
Section 11.13. Severability . . . . . . . . . . . . . . . . . 49
Section 11.14. Qualification of Indenture . . . . . . . . . . 49
Section 11.15. Table of Contents, Headings, etc.. . . . . . . 49

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

iii<PAGE>
<PAGE>

INDENTURE dated as of ____________ between MIRAGE RESORTS,
INCORPORATED, a Nevada corporation (the "Company"), and ________________,
as trustee (the "Trustee").

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its bonds,
debentures, notes and/or other evidences of indebtedness (herein called
the "Securities"), which may be senior secured, senior unsecured, senior
subordinated or subordinated, to be issued in one or more series as in
this Indenture provided.

For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and ratable benefit of the Holders of the Securities or of
each series thereof as follows:

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Definitions.
- ------------ -----------

"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 "controlled by" and "under common control with"), as used with
respect to any person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or
policies of such person, whether through the ownership of voting
securities or by agreement or otherwise.

"Agent" means any Registrar or Paying Agent.

"Assets" means any assets, rights or property of any person.

"Authorized Newspaper" means a newspaper in the English language
or, at the option of the Company, in an official language of the country
of publication, customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays, and of general circulation in
the place in connection with which the term is used or in the financial
community of such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in
the same or in different Authorized Newspapers meeting the foregoing
requirements and in each case on any Business Day.

"Business Day" means, except as otherwise specified as
contemplated by Section 2.03, with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the
Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which <PAGE>
<PAGE>
is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law or executive order to
close.

"Board of Directors" or "Board" means the Board of Directors or
any authorized committee of the Board of Directors of the Company, or a
Consolidated Subsidiary thereof, as the context may indicate.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on
the date of such certification and delivered to the Trustee.

"Capital Stock" of any person means any and all shares, interests,
participations or other equivalents (however designated) of corporate
stock and any and all forms of partnership interests or other equity
interests in a person, including but not limited to any type of preference
stock which for other purposes may not be treated as equity.

"Change in Control" means (i) the time the Company first
determines that any person or group, within the meaning of Section
14(d)(2) of the Exchange Act (other than any person who was at the date
hereof an officer or director of the Company or a group consisting of
persons who were at the date hereof officers or directors of the Company)
have acquired direct or indirect beneficial ownership (within the meaning
of Rule 13d-3 under the Exchange Act) of 35% or more of the outstanding
voting Capital Stock of the Company, unless a majority of the Continuing
Directors approves the acquisition not later than 10 business days after
the Company makes the determination, or (ii) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors.

"Company Request" or "Company Order" means a written request or
order (i) signed in the name of the Company by its Chairman of the Board,
a Vice Chairman, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary, an Assistant Secretary or any other
employee of the Company named in an Officers' Certificate delivered to the
Trustee, and (ii) delivered to the Trustee.

"Consolidated Subsidiary" of any specific person means any
subsidiary, all of whose voting Capital Stock (other than the minimum
required number of directors' qualifying shares) are owned by such person
and/or by another Consolidated Subsidiary of such person, and the accounts
of which are, or under generally accepted accounting principles are
required to be, consolidated with the accounts of such person.

"Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of
that Board of Directors on the date hereof, (ii) had been a member of that
Board of Directors for the two years immediately preceding such date of
determination or (iii) was nominated for election or elected to that Board
of Directors with the affirmative vote of the greater of (x) a majority of
Continuing Directors who were members of that Board at the time of such
nomination or election or (y) at least three Continuing Directors.

2<PAGE>
<PAGE>

"Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 11.02 or such other address of which the
Trustee may give notice to the Company.

"Corporation" includes corporations, associations, companies and
business trusts.

"Default" means any event which is, or after notice or passage of
time would be, an Event of Default.

"Definitive Securities" means any Security in the form established
pursuant to Section 2.01 which is registered on the books of the
Registrar.

"Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the person
specified as contemplated in Section 2.03 as the Depositary with respect
to such series of Securities, until a successor shall have been appointed
and become such pursuant to the applicable provision of this Indenture,
and, thereafter, "Depositary" shall mean or include such successor.

"Equity Interests" means Capital Stock or warrants, options or
other rights to acquire Capital Stock (but excluding any debt security
which is convertible into, or exchangeable for, Capital Stock).

"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

"Existing Properties" means The Mirage, Treasure Island, the
Golden Nugget and the Golden Nugget-Laughlin.

"Gaming Authority" means any Governmental Authority that holds
regulatory, licensing or permit authority over any gaming or gaming
related activities conducted or proposed to be conducted by the Company or
any of its subsidiaries or any joint venture or other entity in which the
Company or any of its subsidiaries owns an interest, including without
limitation the Nevada Gaming Commission, the Nevada State Gaming Control
Board and the Clark County Liquor and Gaming Licensing Board.

"Gaming Laws" means, collectively, all international, foreign,
federal, state and local statutes, treaties, rules, regulations,
ordinances, codes and administrative or judicial precedents pursuant to
which any Gaming Authority possesses regulatory, licensing, or permit
authority over gaming or gaming related activities, including without
limitation, the Nevada Gaming Control Act.

"Gaming License" means every license, franchise or other
authorization on the date of this Indenture or thereafter required to own,
lease, operate or otherwise conduct gaming or gaming related activities at
any property owned or operated by the Company or any of its subsidiaries
or any joint venture or other entity in which the Company or any of its
subsidiaries owns an interest.

3<PAGE>
<PAGE>

"Global Security" means a Security issued to evidence all or a
part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a Depositary or pursuant to
such Depositary's instructions, all in accordance with this Indenture and
pursuant to an Officers' Certificate, which shall be registered as to
Principal and interest in the name of such Depositary or its nominee.

"Golden Nugget" means the real and personal property comprising
the Golden Nugget hotel-casino owned and operated by a wholly-owned
subsidiary of the Company and located at 129 East Fremont Street in Las
Vegas, Nevada.

"Golden Nugget-Laughlin" means the real and personal property
comprising the Golden Nugget hotel-casino owned and operated by a wholly-owned
subsidiary of the Company and located at 2300 South Casino Drive in
Laughlin, Nevada.

"Governmental Authority" means any agency, authority, board,
bureau, commission, department, office or instrumentality of any nature
whatsoever of any federal or state government or any city, county or other
political subdivision thereof or otherwise and whether now or hereafter in
existence, or any officer or official thereof acting in an official
capacity, including, without limitation, any Gaming Authority.

"Holder" or "Securityholder" means a person in whose name a
Security is registered.

"Indebtedness" of any person means any indebtedness, contingent or
otherwise, but exclusive of deferred taxes, 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 a portion thereof), or evidenced by bonds, notes,
debentures or similar instruments or reimbursement obligations with
respect to letters of credit, or representing the balance deferred and
unpaid of the purchase price of any property or interest therein
(including pursuant to capitalized leases), except any such balance that
constitutes a trade payable, if and to the extent such indebtedness would
appear as a liability upon a balance sheet of such person prepared on a
consolidated basis in accordance with generally accepted accounting
principles, and also includes, to the extent not otherwise included, the
guaranty of any Indebtedness (other than the guaranty of completion of
construction).

"Indenture" means this Indenture as amended or supplemented from
time to time.

"Material Subsidiary" of any person means (i) any subsidiary of
such person which is a "significant subsidiary" within the meaning of Rule
1-02(v) of Regulation S-X under the Securities Act of 1933, as amended,
and the Exchange Act (as such Regulation is in effect on the date hereof),
or (ii) any other subsidiary of such person which is material to the
business, earnings, prospects, assets or condition, financial or
otherwise, of such person and its subsidiaries taken as a whole.

4<PAGE>
<PAGE>

"The Mirage" means the real and personal property comprising The
Mirage hotel-casino owned and operated by a wholly-owned subsidiary of the
Company and located at 3400 Las Vegas Boulevard South in Las Vegas,
Nevada.

"Officer" means the Chairman of the Board, any Vice Chairman, the
President, any Vice President, the Chief Financial Officer, the Treasurer,
the Secretary, the Director of Finance, any Assistant Treasurer or any
Assistant Secretary of the Company.

"Officers' Certificate" means a certificate signed by any two
Officers, one of whom must be the Chairman of the Board, a Vice Chairman,
the President, the Chief Financial Officer, the Treasurer or a Vice
President of the Company.

"Opinion of Counsel" means a written opinion from legal counsel.
The counsel may be an employee of or counsel to the Company or the
Trustee.

"Original Issue Discount Security" means any Security which
provides that an amount less than its Principal Amount is due and payable
upon acceleration after an Event of Default.

"Place of Payment," when used with respect to the Securities of
any series, means the place or places where the Principal of and any
interest on the Securities of that series are payable as specified as
contemplated by Section 2.03.

"Predecessor Securities" of any Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by
such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.09 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as
the lost, destroyed or stolen Security.

"Principal" or "Principal Amount" of a Security means the
principal of the Security plus the premium, if any, on the Security.

"SEC" means the Securities and Exchange Commission.

"Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

"Securities Custodian" means the Trustee in its capacity as
custodian with respect to the Securities in global form, or any successor
entity thereto in such capacity.

"Stated Maturity," when used with respect to any Security or any
installment of Principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which an amount equal to
the Principal of such Security or an installment of Principal thereof or
interest thereon is due and payable.

5<PAGE>
<PAGE>

"subsidiary" of any specified person means (i) a corporation, a
majority of whose Capital Stock with voting power under ordinary
circumstances to elect directors is at the time, directly or indirectly,
owned by such person or by such person and a subsidiary or subsidiaries of
such person or by a subsidiary or subsidiaries of such person or (ii) any
other person (other than a corporation) in which such person or such
person and a subsidiary or subsidiaries of such person or a subsidiary or
subsidiaries of such person directly or indirectly, at the date of
determination thereof, has at least a majority ownership interest.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is first
qualified under the TIA, except as provided in Section 9.03.

"Treasure Island" means the real and personal property comprising
the Treasure Island hotel-casino owned and operated by a wholly-owned
subsidiary of the Company and located at 3300 Las Vegas Boulevard South in
Las Vegas, Nevada.

"Trustee" means the person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture
and thereafter means (i) during any period when a successor Trustee is
serving as Trustee with respect to all of the Securities, such successor
Trustee, and (ii) during any period when a successor Trustee is serving as
Trustee with respect to one or more (but not all) series of Securities, as
to each series the successor serving as Trustee with respect thereto.

"Trust Officer" means the Chairman of the Board, the President or
any other officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

Section 1.02. Other Definitions.
- ------------- -----------------

Defined in
Term Section
- ---- -----------

"Bankruptcy Law". . . . . . . . . . . . . . . . . 6.01
"Change in Control Date". . . . . . . . . . . . . 4.07
"Custodian" . . . . . . . . . . . . . . . . . . . 6.01
"Defeased Securities" . . . . . . . . . . . . . . 8.03
"Event of Default". . . . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . . . 11.07
"Paying Agent". . . . . . . . . . . . . . . . . . 2.05
"Qualified Government Obligations". . . . . . . . 8.06
"Registrar" . . . . . . . . . . . . . . . . . . . 2.05
"Repurchase Date". . . . . . . . . . . . . . . . 4.07
"Repurchase Offer". . . . . . . . . . . . . . . . 4.07
"Repurchase Price". . . . . . . . . . . . . . . . 4.07

6<PAGE>
<PAGE>

Section 1.03. Incorporation by Reference of Trust Indenture Act.
- ------------ -------------------------------------------------

Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this
Indenture.

The following TIA terms used in this Indenture have the following
meanings:

"indenture securities" means the Securities;

"indenture security holder" means a Securityholder;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee;

"obligor" on the Securities means the Company and any other
obligor upon the Securities.

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

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 generally accepted accounting
principles;

(3) references to "generally accepted accounting principles"
shall mean generally accepted accounting principles in effect in the
United States of America as of the time when and for the period as to
which such accounting principles are to be applied;

(4) "or" is not exclusive;

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

(6) provisions apply to successive events and transactions.

7<PAGE>
<PAGE>
ARTICLE 2
THE SECURITIES

Section 2.01. Forms Generally.
- ------------ ---------------

The Securities of each series shall be in such form (including
global form) as shall be established by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such
appropriate provisions as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required by any Gaming
Authority or as may be required to comply with the rules of any securities
exchange or Depositary therefor or as may, consistent herewith, be
determined appropriate by the Officers executing such Securities, as
evidenced by their execution thereof. If the form of any series of
Securities is established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the
Secretary or any Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of a Company Order signed by two
Officers of the Company for the authentication and delivery of such
Securities.

The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner,
provided that such method is permitted by the rules of any securities
exchange on which such Securities may be listed, all as determined by the
Officers executing such Securities, as evidenced by their execution of
such Securities.

The terms and provisions in the Securities shall constitute, and
are hereby expressly made, a part of this Indenture.

Section 2.02. Form of Trustee's Certificate of Authentication.
- ------------ -----------------------------------------------

The Trustee's certificate of authentication shall be in
substantially the following form:

This is one of the Securities of the series designated herein
referred to in the within- mentioned Indenture.

------------------------------------
As Trustee

By
----------------------------------
Authorized Signatory

8<PAGE>
<PAGE>

Section 2.03 Amount Unlimited, Issuable in Series.
- ------------ ------------------------------------

The aggregate Principal Amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall
be established in or pursuant to a Board Resolution and, subject to
Section 2.04, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of any series of Securities:

(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other
series);

(2) any limit upon the aggregate Principal Amount of the
Securities of the series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 2.08, 2.09, 2.12 or 9.05
and except for any Securities which, pursuant to Section 2.04, are
deemed never to have been authenticated and delivered hereunder);

(3) the person to whom any interest on a Security of the series
shall be payable, if other than the person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of
business on the record date for such interest;

(4) the date or dates on which the Principal of any Securities of
the series is payable or the method of determination thereof;

(5) the rate or rates (which may be fixed or variable) at which
any Securities of the series shall bear interest, if any, the date or
dates from which any such interest shall accrue, the dates on which any
such interest shall be payable and the record date for any such
interest payable on any such payment date;

(6) any terms applicable to original issue discount, if any (as
that term is defined in the Internal Revenue Code of 1986, as amended,
and the regulations thereunder), including the rate or rates at which
such original issue discount, if any, shall accrue;

(7) the place or places where the Principal of and interest on
any Securities of the series shall be payable;

(8) the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the
Company and, if other than by a Board Resolution, the manner in which
any election by the Company to redeem the Securities shall be
evidenced;

9<PAGE>
<PAGE>

(9) the obligation, if any, of the Company to redeem or purchase
any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or
periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;

(10) the terms and conditions, if any, upon which the Securities
of the series may or must be converted into other securities of the
Company or exchanged for other securities of the Company or another
enterprise;

(11) if other than denomination of $1,000 and any integral
multiple thereof, the denominations in which any Securities of the
series shall be issuable;

(12) if the amount of Principal of or interest on any Securities
of the series is to be determined with reference to an index, pursuant
to a formula or by another method, the manner in which such amounts
shall be determined and the calculation agent, if any, with respect
thereto;

(13) if other than the currency of the United States of America,
the currency, currencies or currency units in which the Principal of or
interest on any Securities of the series shall be payable and the
manner of determining the equivalent thereof in the currency of the
United States of America for any purpose;

(14) if the Principal of or interest on any Securities of the
series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or
those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the Principal of or interest on
such Securities as to which such election is made shall be payable, the
periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in
which such amount shall be determined);

(15) if other than the entire Principal Amount thereof, the
portion of the Principal Amount of any Securities of the series which
shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.02;

(16) if the Principal Amount payable at the maturity of any
Securities of the series will not be determinable as of any one or more
dates prior to maturity, the amount which shall be deemed to be the
Principal Amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the Principal Amount thereof which
shall be due and payable upon any maturity date other than the Stated
Maturity or which shall be deemed to be outstanding as of any date
prior to the Stated Maturity (or, in any such case, the manner in which
such amount deemed to be the Principal Amount shall be determined);

(17) if applicable, that the Securities of the series, in whole or
any specified part, shall be defeasible pursuant to Article 8, and, if
other than by a Board Resolution, the manner in which any election by
the Company to defease such Securities shall be evidenced;
10<PAGE>
<PAGE>

(18) any addition to or change in the Events of Default which
applies to any Securities of the series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the
Principal Amount thereof due and payable pursuant to Section 6.02;

(19) if applicable, any provisions for securing all or any portion
of the Indebtedness evidenced by the Securities of the series;

(20) if applicable, any provisions relating to the seniority or
subordination of all or any portion of the Indebtedness evidenced by
the Securities of the series to other Indebtedness of the Company,
including, as applicable, other Indebtedness evidenced by Securities;

(21) any addition to or change in the covenants set forth in
Article 4 which applies to Securities of the series;

(22) whether the Securities of the series shall be issued in whole
or in part in temporary or permanent form of a Global Security or
Securities and, if so, the initial Depositary with respect to any such
temporary or permanent Global Security or Securities, and if other than
as provided in Section 2.08, whether and the circumstances under which
beneficial owners of interests in any such temporary or permanent
Global Security or Securities may exchange such interests for
Securities of such series and of like tenor of any authorized form and
denomination; and

(23) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may
modify or delete any provision of this Indenture with respect to such
series, provided that no such term may modify or delete any provision
hereof if imposed by the TIA, and provided further that any
modification or deletion of the rights, duties or immunities of the
Trustee hereunder shall have been consented to in writing by the
Trustee).

If any of the foregoing terms are not available at the time such
Board Resolution is adopted, or such Officers' Certificate or any
supplemental indenture is executed, such resolution, Officers' Certificate
or supplemental indenture may reference the document or documents to be
created in which such terms will be set forth prior to the issuance of
such Securities.

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section
2.04) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in any such indenture supplemental
hereto.

11<PAGE>
<PAGE>
If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of
the Officers' Certificate setting forth the terms of the series.

Section 2.04. Execution and Authentication; Denominations; Delivery
- ------------ and Dating.
-----------------------------------------------------

Two Officers shall sign the Securities for the Company by manual
or facsimile signature. The Company's seal shall be reproduced on the
Securities.

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

A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

Upon a written order of the Company signed by two Officers of the
Company, the Trustee shall authenticate the Securities.

The Securities shall be issuable only in registered form without
coupons and only in minimum denominations of $1,000 and in integral
multiples thereof.

The Company and the Trustee, by their execution and
authentication, respectively, of the Securities, expressly agree to the
terms and conditions stated therein and to be bound thereby.

The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may
authenticate Securities 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 the Company or an Affiliate.

Section 2.05. Registrar and Paying Agent.
- ------------ --------------------------

The Company shall maintain in the county where the principal
corporate office of the Trustee is located and in such other locations as
it shall determine (i) an office or agency where Securities of a series
may be presented for registration of transfer or for exchange
("REGISTRAR") and (ii) an office or agency where Securities of that series
may be presented for payment ("PAYING AGENT"). The Registrar for each
series of Securities shall keep a register of the Securities of that
series and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents for each
series of Securities. The term "Paying Agent" includes any additional
paying agent. The term "Registrar" includes any co-registrar. The
Company may change any Paying Agent or Registrar upon thirty (30) days'
notice to the Trustee. The Company shall notify the Trustee of the name
and address of any Agent not a party to this Indenture. If the Company
12<PAGE>
<PAGE>
fails to appoint or maintain another entity as Registrar or Paying Agent
for any series of Securities, the Trustee shall act as such. The Company
or any of its subsidiaries may act as Paying Agent or Registrar for any
series of Securities.

The Company initially appoints the Trustee to act as Securities
Custodian with respect to the Global Securities.

The Company initially appoints the Trustee as Paying Agent,
Registrar and authenticating agent.

The Company shall, if the Securities of any series are listed on
the New York Stock Exchange, designate as authenticating agent, Registrar
and Paying Agent with respect to the Securities of such series a bank or
trust company in good standing, organized under the laws of the United
States of America or any State, doing business in or having a
correspondent relationship with a bank or trust company doing business in
the Borough of Manhattan, City of New York, State of New York, and having
a capital and surplus (including subordinated capital notes and earned
surplus) aggregating at least $10,000,000 (except with respect to Article
8, in which case the Paying Agent (if other than the Trustee) shall have a
capital and surplus (including subordinated capital notes and earned
surplus) aggregating at least $100,000,000). Whenever, pursuant to this
Indenture, the Trustee is obligated, empowered or authorized to perform
any act with respect to the authentication and issuance of the Securities
of any series, or their transfer, other than the authentication and
issuance of Securities of such series upon original issue or in cases of
Securities of such series mutilated, destroyed, lost or stolen, such act
may be performed by the authenticating agent and Registrar for such
series, notwithstanding anything in this Indenture to the contrary.
Whenever, pursuant to this Indenture, the Trustee is obligated, empowered
or authorized to perform any act with respect to payment of the Principal
of or interest on the Securities of any series, such acts may be performed
by the Paying Agent for such series, notwithstanding anything in this
Indenture to the contrary.

The Company covenants that whenever necessary to avoid or fill a
vacancy in the office of authenticating agent, Registrar or Paying Agent
for any series of Securities, the Company will appoint a successor
authenticating agent, Registrar or Paying Agent, as the case may be, so
that there shall, at all times that the Securities of such series are
listed on the New York Stock Exchange, be one or more offices or agencies
in the Borough of Manhattan, City of New York, State of New York,
acceptable to the New York Stock Exchange, where Securities of such series
may be presented or surrendered for payment and where Securities of such
series may be surrendered for registration of transfer or exchange.

In case, at the time of the appointment of a successor to the
authenticating agent, any of the Securities of a series shall have been
authenticated but not delivered, any such successor may adopt the
certificate of authentication of the original authenticating agent or of
any successor to it as authenticating agent hereunder, and deliver such
Securities so authenticated; and in case at any time any of the Securities
of a series shall not have been authenticated, any successor to the
authenticating agent by merger or consolidation may authenticate such
Securities either in the name of its predecessor hereunder or in the name
of the successor authenticating agent; and in all such cases such
certificate shall have the full force which it is anywhere in the
13<PAGE>
<PAGE>
Securities of such series or in this Indenture provided that the
certificate of authentication shall have.

Section 2.06. Paying Agent to Hold Money in Trust.
- ------------ -----------------------------------

Each Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of Principal of or interest on any series of Securities, and shall
notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a
Paying Agent 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 the
money. If the Company or a subsidiary of the Company acts as Paying
Agent, it shall, on or before each due date of Principal of or interest on
that series of Securities, segregate and hold in a separate trust fund for
the benefit of the Holders of such series all money held by it as Paying
Agent for the benefit of the Holders of such series.

Section 2.07. Securityholder 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 Securityholders. If the Trustee is not the Registrar, the
Company and any other obligor shall furnish to the Trustee on or before
each interest payment date and at such other times as the Trustee may
request in writing, but in any event at least semi-annually, a list in
such form and as of such date as the Trustee may reasonably require of the
names and addresses of Securityholders.

Section 2.08. Transfer and Exchange.
- ------------ ---------------------

(a) TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES. When
Definitive Securities of any series are presented to the Registrar with
the request:

(x) to register the transfer of such Definitive Securities; or

(y) to exchange such Definitive Securities for an equal principal
amount of Definitive Securities of such series of other
authorized denominations,

the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met; provided,
however, that the Definitive Securities presented or surrendered for
register of transfer or exchange shall be duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar
duly executed by the Holder thereof or by his attorney, duly authorized in
writing.

(b) RESTRICTIONS ON TRANSFER OF A DEFINITIVE SECURITY FOR A
BENEFICIAL INTEREST IN A GLOBAL SECURITY. A Definitive Security of any
series may not be exchanged for a beneficial interest in a Global Security
of such series except upon satisfaction of the requirements set forth
14<PAGE>
<PAGE>
below. Upon receipt by the Trustee of a Definitive Security of any
series, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Trustee, together with written
instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an endorsement on the Global Security of such series to
reflect an increase in the aggregate Principal Amount of the Securities of
such series represented by such Global Security, then the Trustee shall
cancel such Definitive Security and cause, or direct the Securities
Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian,
the aggregate Principal Amount of Securities of such series represented by
the Global Security of such series to be increased accordingly. If no
Global Securities of such series are then outstanding, the Company shall
issue and the Trustee shall authenticate a new Global Security of such
series in the appropriate Principal Amount.

(c) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES. The transfer and
exchange of Global Securities of any series or beneficial interests
therein shall be effected through the Depositary with respect to such
series, in accordance with this Indenture and the procedures of such
Depositary.

(d) TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL SECURITY FOR A
DEFINITIVE SECURITY.

(i) Any person having a beneficial interest in a Global
Security of any series may upon request exchange such
beneficial interest for a Definitive Security of such
series. Upon receipt by the Trustee of written
instructions or such other form of instructions as is
customary for the Depositary for such series from such
Depositary or its nominee on behalf of any person having
a beneficial interest in a Global Security of such
series (all of which may be submitted by facsimile),
then the Trustee or the Securities Custodian, at the
direction of the Trustee, will cause, in accordance with
the standing instructions and procedures existing
between such Depositary and the Securities Custodian,
the aggregate Principal Amount of the Global Security of
such series to be reduced and, following such reduction,
the Company will execute and, upon receipt of an
authentication order in the form of an Officers'
Certificate, the Trustee will authenticate and deliver
to the transferee a Definitive Security of such series.

(ii) Definitive Securities of any series issued in exchange
for a beneficial interest in a Global Security of such
series pursuant to this Section 2.08(d) shall be
registered in such names and in such authorized
denominations as the Depositary for such series,
pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Definitive Securities to
the persons in whose names such Securities are so registered.

15<PAGE>
<PAGE>

(e) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (f) of this Section 2.08), a Global
Security of any series may not be transferred as a whole except by the
Depositary for such series to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor
Depositary for such series or a nominee of such successor Depositary.

(f) AUTHENTICATION OF DEFINITIVE SECURITIES IN ABSENCE OF
DEPOSITARY. If at any time:

(i) the Depositary for Securities of any series notifies the
Company that such Depositary is unwilling or unable to
continue as Depositary for the Global Securities of such
series and a successor Depositary for the Global
Securities of such series is not appointed by the
Company within 90 days after delivery of such notice; or

(ii) the Company, at its sole discretion, notifies the
Trustee in writing that it elects to cause the issuance
of Definitive Securities of such series under this
Indenture,

then the Company will execute, and the Trustee, upon receipt of an
Officers' Certificate requesting the authentication and delivery
of Definitive Securities of such series, will authenticate and
deliver Definitive Securities of such series, in an aggregate
Principal Amount equal to the Principal Amount of the Global
Securities of such series, in exchange for such Global Securities.

(g) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL SECURITY. At such
time as all beneficial interests in a Global Security of any series have
either been exchanged for Definitive Securities of such series, redeemed,
repurchased or canceled, such Global Security shall be returned to or
retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security of any
series is exchanged for Definitive Securities of such series, redeemed,
repurchased or canceled, the Principal Amount of Securities of such series
represented by such Global Security shall be reduced and an endorsement
shall be made on such Global Security, by the Trustee or the Securities
Custodian, at the direction of the Trustee, to reflect such reduction.

(h) OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
DEFINITIVE SECURITIES.

(i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate
Definitive Securities and Global Securities of any
series at the request of the Registrar for such series.

16<PAGE>
<PAGE>

(ii) No service charge shall be made to a Holder of any
series of Securities for any registration or 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 2.12, 3.06, 4.07 and 9.05 hereof).

(iii) The Registrar for a series of Securities shall not be
required to register the transfer or exchange of any
Definitive Security of such series selected for
redemption in whole or in part, except the unredeemed
portion of any Definitive Security of such series being
redeemed in part.

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

(v) The Company shall not be required

(A) to issue, register the transfer of or exchange
Securities of any series during a period beginning
at the opening of business 15 days before the day
of any selection of Securities of such series for
redemption under Section 3.02 and ending at the
close of business on the day of selection, or

(B) to register the transfer of any Security of such
series so selected for redemption in whole or in
part, except the unredeemed portion of any Security
of such series being redeemed in part.

(vi) Prior to due presentment for registration of transfer of
any Security of a series, the Trustee, any Agent and the
Company may deem and treat the person in whose name such
Security is registered as the absolute owner of such
Security for the purpose of receiving payment of
Principal of and interest on such Security and for all
other purposes whatsoever, whether or not such Security
is overdue, and neither the Trustee, any Agent nor the
Company shall be affected by notice to the contrary.

17<PAGE>
<PAGE>

Section 2.09. Replacement Securities.
- ------------ ----------------------

If the Holder of a Security of any series claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall
issue and the Trustee shall authenticate a replacement Security of such
series if the Trustee's requirements are met. If required by the Trustee
or the Company, an indemnity bond must be provided which is sufficient in
the judgment of both to protect the Company, the Trustee, any Agent or any
authenticating agent from any loss which any of them may suffer if a
Security of any series is replaced. The Company may charge for its
expenses in replacing a Security of any series.

Every replacement Security of any series is an additional
obligation of the Company.

Section 2.10. Outstanding Securities.
- ------------ ----------------------

The Securities of any series outstanding at any time are all the
Securities of such series authenticated by the Trustee except for those
Securities of such series canceled by it, those Securities of such series
delivered to it for cancellation, those reductions in interest in a Global
Security of such series effected by the Trustee hereunder, and those
described in this Section as not outstanding.

If a Security of any series is replaced pursuant to Section 2.09,
it ceases to be outstanding unless the Trustee receives proof satisfactory
to it that the replaced Security is held by a bona fide purchaser.

A Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security.

For each series of Original Issue Discount Securities, the
Principal Amount of such Securities that shall be deemed to be outstanding
and used to determine whether the necessary Holders have given any
request, demand, authorization, direction, notice, consent or waiver shall
be the Principal Amount of such Securities that could be declared to be
due and payable upon acceleration upon an Event of Default as of the date
of such determination. When requested by the Trustee, the Company will
advise the Trustee in writing of such amount, showing its computations in
reasonable detail.

Section 2.11. Treasury Securities.
- ------------ -------------------

In determining whether the Holders of the required Principal
Amount of Securities of any series have concurred in any direction, waiver
or consent, Securities of such series owned by the Company or any other
obligor or an Affiliate of the Company or any other obligor shall be
considered as though they are not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities of such series
which the Trustee knows are so owned shall be so disregarded.

18<PAGE>
<PAGE>

Section 2.12. Temporary Securities.
- ------------ --------------------

Until Definitive Securities of any series are ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary
Securities of such series. Temporary Securities of any series shall be
substantially in the form of Definitive Securities of such series but may
have variations that the Company considers appropriate for temporary
Securities of such series. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate Definitive Securities of any
series in exchange for temporary Securities of such series.

Section 2.13. Cancellation.
- ------------ ------------

The Company at any time may deliver Securities of any series to
the Trustee for cancellation. The Registrar and Paying Agent for any
series shall forward to the Trustee any Securities of such series
surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Securities of any series surrendered for
registration of transfer, exchange, payment, replacement or cancellation
and shall dispose of canceled Securities as the Company directs. The
Company may not issue new Securities of any series to replace Securities
of such series that it has paid or that have been delivered to the Trustee
for cancellation.

Section 2.14. Defaulted Interest.
- ------------ ------------------

If the Company fails to make a payment of interest on the
Securities of any series, it shall pay such defaulted interest plus any
interest payable on the defaulted interest, if any, in any lawful manner.
It may pay such defaulted interest, plus any such interest payable on it,
to the persons who are Holders of such series on a subsequent special
record date in each case at the rate provided in the Securities of such
series and Section 4.01 hereof. The Company shall fix any such record
date and payment date. At least 15 days before any such record date, the
Company shall mail to the Holders of the affected series a notice that
states the record date, payment date and amount of such interest to be
paid.

ARTICLE 3
REDEMPTION AND OFFER TO REPURCHASE

Section 3.01. Notices to Trustee.
- ------------ ------------------

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.03 for Securities of such
series) in accordance with this Article. If the Company elects to redeem
Securities of any series, it shall notify the Trustee in writing of the
redemption date and the Principal Amount of the Securities to be redeemed.

The Company shall give each notice provided for in this Section
3.01 at least 40 days before the redemption date (unless a shorter notice

19<PAGE>
<PAGE>
period shall be satisfactory to the Trustee). The Trustee shall have no
liability to any Holder if it deems such shorter notice period
satisfactory to it.

Section 3.02. Selection of Securities to Be Redeemed.
- ------------ --------------------------------------

Except as provided below, if less than all of the Securities of a
series are to be redeemed, the Trustee shall select the Securities of such
series to be redeemed on a substantially pro rata basis or by lot among
the Holders of the Securities of such series in accordance with a method
the Trustee considers fair and appropriate (in such manner as complies
with applicable legal and stock exchange requirements, if any).

The amount of Securities shall be calculated as the aggregate
Principal Amount of Securities of such series originally issued hereunder
less the aggregate Principal Amount of any Securities of such series
previously redeemed. The Trustee shall make the selection not more than
60 days and not less than 30 days before the redemption date from
outstanding Securities of such series not previously called for
redemption.

The Trustee shall promptly notify the Company of the Securities or
portions of Securities to be called for redemption. The Trustee may
select for redemption portions of the Principal of Securities that have
denominations larger than $1,000. Securities and portions of them it
selects shall be in amounts of $1,000 or integral multiples of $1,000.
Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

Section 3.03. Notice of Redemption.
- ------------ --------------------

At least 30 days but not more than 60 days before a redemption
date, the Company shall mail by first class mail, postage prepaid a notice
of redemption to each Holder whose Securities are to be redeemed.

The notice shall identify the Securities to be redeemed and shall
state:

(1) the redemption date;

(2) the redemption price;

(3) if any Security is being redeemed in part, the portion
of the Principal Amount of such Security to be redeemed and that, after
the redemption date, upon surrender of such Security, a new Security or
Securities of the same series in Principal Amount equal to the
unredeemed portion will be issued;

(4) the name and address of the Paying Agent for the
Securities being redeemed;

(5) that Securities called for redemption must be
surrendered to the Paying Agent for such Securities to collect the
redemption price;

20 <PAGE>
<PAGE>
(6) that interest on Securities called for redemption ceases
to accrue on and after the redemption date; and

(7) the paragraph of the Securities pursuant to which the
Securities called for redemption are being redeemed.

At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.

Section 3.04. Effect of Notice of Redemption.
- ------------ ------------------------------

Once notice of redemption is mailed, Securities called for
redemption become due and payable on the redemption date at the price set
forth in the Security.

Section 3.05. Deposit of Redemption Price.
- ------------ ---------------------------

Prior to or on the redemption date, the Company shall deposit with
the Paying Agent for the Securities being redeemed (or if the Company or a
subsidiary or an Affiliate of the Company is the Paying Agent for such
Securities, shall segregate and hold in trust) money sufficient to pay the
redemption price and (except if the redemption date shall be an interest
payment date) accrued interest on, of all Securities to be redeemed on
that date other than Securities or portions of Securities called for
redemption which prior thereto have been delivered by the Company to the
Trustee for cancellation. If such money is then held by the Company or a
subsidiary or an Affiliate of the Company in trust and is not required for
such purpose, it shall be discharged from such trust.

Section 3.06. Securities Redeemed in Part.
- ------------ ---------------------------

Upon surrender of a Security of any series that is redeemed in
part, the Company shall issue and the Trustee shall authenticate for the
Holder at the expense of the Company a new Security of the same series
equal in Principal Amount to the unredeemed portion of the Security
surrendered.

Section 3.07. Redemption Pursuant to Gaming Laws.
- ------------ ----------------------------------

Notwithstanding any other provision of this Article 3, if any
Gaming Authority requires that a Holder or beneficial owner of Securities
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 owner's
Securities 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 within such 30-day or earlier period
requested or prescribed by such Gaming Authority the Securities of such
Holder or owner at a redemption price equal to the lesser of (A) 100% of
the Principal Amount thereof or (B) the price at which such Holder or
21<PAGE>
<PAGE>

owner acquired the Securities, together, in either case, with accrued
interest to the earlier of the redemption date or the date of the failure
of compliance, which may be less than 30 days following the notice of
redemption if so requested or prescribed by such Gaming Authority. The
Company shall notify the Trustee in writing of any such redemption as soon
as practicable. The Company shall not be responsible for any costs or
expenses any such Holder or owner may incur in connection with its
application for a license, qualification or finding of suitability.

ARTICLE 4
COVENANTS

Section 4.01. Payment of Securities.
- ------------ ---------------------

The Company shall pay the Principal of and interest on the
Securities of each series on the dates and in the manner provided in the
Securities of such series. Principal and interest on any series of
Securities shall be considered paid on the date due if the Paying Agent
for such series (other than the Company or any subsidiary or Affiliate of
the Company) holds on that date money in immediately available funds
designated for and sufficient to pay all Principal and interest then due
with respect to such series.

To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on (i)
overdue Principal at the rate borne by the Securities compounded
semiannually; and (ii) overdue installments of interest (without regard to
any applicable grace period) at the same rate, compounded semiannually.

Section 4.02. SEC Reports, Financial Reports.
- ------------ ------------------------------

The Company shall make available to all of the Holders, upon
written request, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d)
of the Exchange Act.

If the Company is not subject to, or for any reason is not
complying with, the requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall make available to all of the Holders all quarterly
and annual reports which the Company would have been required to file with
the SEC if it was subject to the requirements of Section 13 or 15(d) of
the Exchange Act, including a "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and with respect to annual
financial statements only, a report thereon by the Company's independent
accountants.

The Company also shall comply with the provisions of TIA sec.
314(a). The Company shall timely (giving effect to applicable extensions)
comply with its reporting and filing obligations under applicable federal
securities laws.
22<PAGE>
<PAGE>
Section 4.03. Compliance Certificate.
- ------------ ----------------------

(a) The Company shall deliver to the Trustee for each series of
Securities, within four months after the end of each fiscal year of the
Company (which currently is December 31), an Officers' Certificate stating
that a review of the activities of the Company and its subsidiaries during
the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture
applicable to such series, and further stating, as to each such Officer
signing such certificate, that to the best of his knowledge the Company
has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture applicable to such series and is not in
default in the performance or observance of any of the terms, provisions
and conditions hereof applicable to such series (or, if a Default or Event
of Default applicable to such series shall have occurred, describing all
such Defaults or Events of Default of which he may have knowledge) and
that to the best of his knowledge no event has occurred and remains in
existence by reason of which payments on account of the Principal of or
interest, if any, on the Securities of such series are prohibited, or if
such event has occurred, a description of the event. The first
certificate pursuant to this Section 4.03(a) shall be for the fiscal year
ending on December 31, of the calendar year in which Securities of such
series are first issued under this Indenture.

(b) So long as not contrary to the then current recommendations
of the American Institute of Certified Public Accountants or to a written
policy adopted by the Company's independent public accountants which has
been previously applied (a copy of which shall be delivered to the
Trustee), the annual financial statements delivered pursuant to Section
4.02 shall be delivered to the Trustee for each series of Securities
accompanied by a written statement of the Company's independent public
accountants (which shall be Arthur Andersen LLP or another firm of
established national reputation) that in making the examination necessary
for certification of such financial statements nothing has come to their
attention which would lead them to believe that the Company has violated
any provisions of Article 4 or 5 of this Indenture applicable to such
series or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that, for purposes
hereof, such accountants shall not be liable directly or indirectly to any
person for any failure to obtain knowledge of any such violation.

(c) The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee for each series of Securities
outstanding, forthwith upon becoming aware of (i) any Default, Event of
Default or default in the performance of any covenant, agreement or
condition contained in this Indenture applicable to such series or (ii)
any event of default under any other mortgage, indenture or instrument as
that term is used in Section 6.01(4), an Officers' Certificate specifying
such Default, Event of Default or default.

Section 4.04. Stay, Extension and Usury Laws.
- ------------ ------------------------------

The Company covenants to the Holders of Securities of each series
(to the extent that it may lawfully do so) that it will not at any time
insist upon, plead or in any manner whatsoever claim or take the benefit
23<PAGE>
<PAGE>
or advantage of, any stay, extension or usury law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the
performance of this Indenture applicable to such series; 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, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee for such series, but will suffer and permit
the execution of every such power as though no such law has been enacted.

Section 4.05. Corporate Existence.
- ------------ -------------------

Subject to Article 5 hereof, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership or other existence
of each subsidiary of the Company, if any, in accordance with the
respective organizational documents of each such entity and the rights
(charter and statutory), licenses and franchises of the Company and its
subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate,
partnership or other existence of any subsidiary, if the Board of
Directors of the Company shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Company and its
subsidiaries taken as a whole and that the loss thereof is not adverse in
any material respect to the Holders of any series of Securities.

Section 4.06. Taxes.
- ------------ -----

The Company shall, and shall cause each of its subsidiaries to,
pay prior to delinquency all taxes, assessments and governmental levies,
except as contested in good faith and by appropriate proceedings or where
the failure to pay would not have a material adverse effect on the Company
and its respective subsidiaries taken as a whole.

Section 4.07. Change in Control.
- ------------ -----------------

If there is a Change in Control (the time of a Change in Control
being referred to as the "CHANGE IN CONTROL DATE"), then the Company shall
(a) commence, within five business days following the Change in Control
Date, an offer to repurchase (the "REPURCHASE OFFER") all of the then
outstanding Securities at the Repurchase Price (as defined below) and (b)
deposit with the Paying Agent an amount equal to the aggregate Repurchase
Price for all Securities then outstanding so as to be available for
payment to the Holders of Securities who elect to require the Company to
repurchase all or a portion of their Securities.

The Repurchase Offer for the Securities shall be made at a price
of 101% of the Principal Amount, plus accrued interest to the Repurchase
Date (as defined below) (the "REPURCHASE PRICE").

If the Repurchase Date (as defined below) is on or after an
interest payment record date and on or before the related interest payment
date, any accrued interest will be paid to the person in whose name a
Security is registered at the close of business on such record date, and
no additional interest will be payable to Holders who tender Securities
pursuant to the Repurchase Offer.
24<PAGE>
<PAGE>
Notice of any Repurchase Offer shall be mailed by the Company to
the Trustee and the Holders of the Securities at their last registered
addresses. The Repurchase Offer shall remain open from the time of
mailing until 10 Business Days thereafter, and no longer, unless a longer
period is required by law or stock exchange rule or unless a majority of
the Continuing Directors of the Company votes in favor of extending such
period (the date on which the Repurchase Offer closes being the
"REPURCHASE DATE"). The notice shall contain all instructions and
materials necessary to enable such Holders to tender Securities pursuant
to the Repurchase Offer. The notice, which shall govern the terms of the
Repurchase Offer, shall state:

(1) that the Repurchase Offer is being made pursuant to this
Section 4.07 and that Securities will be accepted for payment either
(A) in whole or (B) in part in integral multiples of $1,000;

(2) the Repurchase Price and the Repurchase Date;

(3) that any Security not tendered will continue to accrue
interest;

(4) that any Security accepted for payment pursuant to the
Repurchase Offer shall cease to accrue interest from and after the
Repurchase Date;

(5) that Holders electing to have a Security of any series
purchased pursuant to the Repurchase Offer will be required to
surrender the Security, with such form, if any, as shall be specified
in the notice completed, to the Paying Agent for such series at the
address specified in the notice prior to the close of business on the
Repurchase Date;

(6) that Holders of any series will be entitled to withdraw
their election if the Paying Agent for such series receives, not later
than three Business Days before the Repurchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder,
the Principal Amount of Securities the Holder delivered for purchase
and a statement that such Holder is withdrawing his election to have
such Securities purchased; and

(7) that Holders whose Securities of any series are
purchased only in part will be issued new Securities of the same series
equal in Principal Amount to the unpurchased portion of the Securities
surrendered.

On the Repurchase Date, the Company shall, to the extent lawful,
(i) accept for payment Securities of each series or portions thereof
tendered pursuant to the Repurchase Offer and (ii) deliver to the Trustee
for such series the Securities of such series so tendered together with an
Officers' Certificate stating the Securities of such series or portions
thereof accepted for payment by the Company. The Paying Agent for each
series of Securities shall promptly mail or deliver to Holders of
Securities of such series so accepted payment in an amount equal to the
Repurchase Price. The Trustee shall promptly authenticate and mail or
deliver to each Holder who tendered a Security of any series a new
Security or Securities of such series equal in Principal Amount to any
untendered portion of the Security surrendered. The Paying Agent for each

25<PAGE>
<PAGE>
series of Securities shall invest funds deposited with it pursuant to this
Section 4.07 for the benefit of, and at the written direction of, the
Company to the Repurchase Date.

ARTICLE 5
SUCCESSORS

Section 5.01. When the Company May Merge, etc.
- ------------ -------------------------------

The Company shall not consolidate or merge with or into, or sell,
lease, convey or otherwise dispose of all or substantially all of its
Assets to, any person unless:

(1) the person formed by or surviving any such consolidation
or merger (if other than the Company), or to which such disposition
shall have been made, is a corporation organized and existing under the
laws of the United States, any State thereof or the District of
Columbia;

(2) the corporation formed by or surviving any such
consolidation or merger (if other than the Company), or to which such
disposition shall have been made, assumes by supplemental indenture all
the obligations of the Company under the Securities and this Indenture;
and

(3) immediately after the transaction no Default or Event of
Default exists.

The Company shall deliver to the Trustee for each series of
Securities prior to the consummation of the proposed transaction an
Officers' Certificate to the foregoing effect and an Opinion of Counsel
stating that the proposed transaction and such supplemental indenture
comply with the provisions of this Indenture applicable to such series.

Section 5.02. Successor Corporation Substituted.
- ------------ ---------------------------------

Upon any consolidation or merger, or any sale, lease, conveyance
or other disposition of all or substantially all of the Assets of the
Company in accordance with Section 5.01, the successor corporation formed
by such consolidation or into or with which the Company is merged or to
which such sale, lease, conveyance or other disposition 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 person had been named as the Company herein.

26<PAGE>
<PAGE>
ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01. Events of Default.
- ------------ -----------------

Unless otherwise specified as contemplated by Section 2.03 with
respect to any series of Securities, an "Event of Default" occurs with
respect to each series of Securities individually, if:

(1) the Company defaults in the payment of interest on any
Security of such series when the same becomes due and payable and the
Default continues for 30 days after the date due and payable;

(2) the Company defaults in the payment of the Principal of any
Security of such series when the same becomes due and payable at maturity,
upon redemption or otherwise;

(3) the Company fails to comply with any of its other agreements
or covenants in such series of Securities or in this Indenture and
applicable to such series of Securities and the Default continues for the
period and after the notice specified below;

(4) an event of default occurs under any mortgage, indenture
(other than this Indenture) or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness of the
Company or any subsidiary thereof (or the payment of which is guaranteed
by the Company or any subsidiary of the Company), whether such
Indebtedness or guarantee now exists or shall be created hereafter, if (a)
such event of default results from the failure to pay principal of or
interest upon maturity on any such Indebtedness, (b) the principal amount
of such Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal or interest thereon
upon maturity, aggregates $50,000,000 or more and (c) the Default
continues for the period and after the notice specified below;

(5) a final judgment or final judgments, no longer subject to
appeal, for the payment of money are entered by a court or courts of
competent jurisdiction against the Company or any subsidiary thereof and
such remains undischarged for a period (during which such judgment remains
undischarged, unvacated or unstayed) of 60 days, provided that the
aggregate of all such judgments exceeds $50,000,000 and the Default
continues for the period and after the notice specified below;

(6) the Company, pursuant to or within the meaning of any
Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it
in an involuntary case,

27<PAGE>
<PAGE>

(D) makes a general assignment for the benefit of its
creditors, or

(E) admits in writing its inability generally to pay its
debts as the same become due;

(7) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

(A) is for relief against the Company or any Material
Subsidiary of the Company in an involuntary case,

(B) appoints a Custodian of the Company for all or
substantially all of the property of the Company or any Material
Subsidiary of the Company, or

(8) there has occurred a revocation, suspension or involuntary
loss of any Gaming License by the Company or any subsidiary of the
Company (after the same shall have been obtained) which results in the
cessation of operation of the business at the Existing Properties for a
period of more than 90 consecutive days.

The term "BANKRUPTCY LAW" means title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "CUSTODIAN"
means any receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law.

A Default under clause (3) (other than a Default under Section
4.05, 4.07 or 5.01, each of which Default shall be an Event of Default
without the notice or passage of time specified in this paragraph) or (5)
is not an Event of Default with respect to a series of Securities until
the Trustee or the Holders of at least 25% in Principal Amount of such
series of Securities then outstanding notify the Company of the Default
and the Company does not cure the Default or cause the Default to be cured
within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice
of Default."

A Default under clause (4) is not an Event of Default with respect
to a series of Securities until the Trustee with respect to such series or
the Holders of at least 25% in Principal Amount of the such series then
outstanding notify the Company of the Default and the Company has not
caused such Default to be cured or waived or such acceleration to be
rescinded or annulled within 10 days after receipt of the notice. The
notice must specify the Default, demand that it be rescinded or annulled
and state that the notice is a "Notice of Default."

28<PAGE>
<PAGE>
In the case of any Event of Default pursuant to the provisions of
this Section 6.01 occurring with respect to a series of Securities by
reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding payment of the
premium which the Company would have had to pay if the Company then had
elected optionally to redeem such series of Securities, an equivalent
premium (or, in the event that the Company would not be permitted to
redeem such series of Securities optionally on such date, the premium
payable on the first date thereafter on which such redemption would be
permissible) shall also become and be immediately due and payable with
respect to such series to the extent permitted by law, anything in this
Indenture applicable to such series or in the Securities of such series
contained to the contrary notwithstanding.

Section 6.02. Acceleration.
- ------------ ------------

If an Event of Default relating to any series of Securities (other
than an Event of Default specified in clause (6) or (7) of Section 6.01)
occurs and is continuing, the Trustee with respect to such series by
notice to the Company (and if Senior Bank Debt (as defined in any
indenture supplemental hereto) is outstanding, to the representative of
the Senior Bank Debt as specified in such supplemental indenture), or the
Holders of at least 25% in Principal Amount of the then outstanding
Securities of such series by notice to the Company (and to such Trustee if
given by the Holders of such series of Securities), may declare the unpaid
Principal (or, in the case of Original Issue Discount Securities, such
lesser amount as may be provided for in such Securities) of and any
accrued interest on all the Securities of such series to be due and
payable. Upon such declaration, the Principal of and interest on such
series shall be due and payable immediately; provided, however, that so
long as any Senior Credit Agreement (as defined in any indenture
supplemental hereto) shall be in force and effect, if an Event of Default
with respect to any series of Securities shall have occurred and be
continuing (other than an Event of Default pursuant to clause (6) or (7)
of Section 6.01 with respect to the Company or any Material Subsidiary),
any acceleration pursuant to this Section 6.02 shall not be effective
until the earlier of (a) three Business Days following a notice of
acceleration given to the representative of the Senior Bank Debt (which
notice shall be given only after an Event of Default has occurred) unless
such Event of Default is theretofore cured or (b) the acceleration of any
Indebtedness under the Senior Credit Agreement. If an Event of Default
specified in clause (6) or (7) of Section 6.01 occurs with respect to any
series of Securities, such an amount shall ipso facto become and be
immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder of such series. The Holders of a
majority in Principal Amount of any series of then outstanding Securities
by notice to the Trustee with respect to such series may rescind an
acceleration with respect to such series and its consequences if the
rescission would not conflict with any judgment or decree and if all
existing Events of Default with respect to such series have been cured or
waived, except non-payment of Principal of or interest on such series that
has become due solely because of the acceleration.

Section 6.03. Other Remedies.
- ------------ --------------

If an Event of Default with respect to any series of Securities
29<PAGE>
<PAGE>
occurs and is continuing, the Trustee with respect to such series may
pursue any available remedy to collect the payment of Principal of or
interest on the Securities of such series or to enforce the performance of
any provision of the Securities of such series or any provision of this
Indenture applicable to such series.

The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder of a series of
Securities in exercising any right or remedy accruing upon an Event of
Default with respect to such series shall not impair the right or remedy
or constitute a waiver of or acquiescence in such Event of Default. All
remedies are cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.
- ------------ -----------------------

Subject to Section 9.02, the Holders of a majority in Principal
Amount of any series of then outstanding Securities by notice to the
Trustee may waive an existing Default or Event of Default with respect to
such series of Securities and its consequences.

Section 6.05. Control by Majority.
- ------------ -------------------

The Holders of a majority in Principal Amount of any series of
then outstanding Securities may 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 it with respect to any default
under such series of Securities. However, subject to Section 7.01, the
Trustee may refuse to follow any direction that conflicts with any rule of
law or this Indenture, that is unduly prejudicial to the rights of another
Holder of such series of Securities, or that would involve the Trustee in
personal liability.

Section 6.06. Limitation on Suits.
- ------------ -------------------

A Holder of any series of Securities may not pursue a remedy with
respect to this Indenture or any series of Securities unless:

(1) the Holder gives to the Trustee written notice stating
that an Event of Default with respect to the Securities of that series
is continuing;

(2) the Holders of at least 25% in aggregate Principal
Amount of such series of Securities then outstanding make a written
request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60
days after receipt of the notice, the request and the offer of
indemnity; and

30<PAGE>
<PAGE>
(5) during such 60-day period the Holders of a majority in
aggregate Principal Amount of such series of Securities then
outstanding do not give the Trustee a direction inconsistent with the
request.

A Holder of any series of Securities may not use this Indenture to
prejudice the rights of another Holder of such series of Securities or to
obtain a preference or priority over another Holder.

Section 6.07. Rights of Holders to Receive Payment.
- ------------ ------------------------------------

Notwithstanding any other provision of this Indenture, the right
of any Holder of a Security to receive payment of the Principal of and
interest on such Security, on or after the respective due dates expressed
in the Security, or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.
- ------------ --------------------------

If an Event of Default specified in Section 6.01(1) or (2) with
respect to Securities of any series occurs and is continuing, the Trustee
may recover judgment as permitted under applicable law in its own name and
as trustee of an express trust against the Company or any other obligor on
the Securities for the whole amount of Principal (or such portion of the
Principal as may be specified as due upon acceleration at that time in the
terms of that series of Securities) and interest remaining unpaid with
respect to such series of Securities and interest on overdue Principal and
interest and such further amount as shall be sufficient to cover the costs
and, to the extent lawful, expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.
- ------------ --------------------------------

The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of
the Trustee and the Securityholders allowed in any judicial proceedings
relative to the Company, its creditors or its property. Nothing contained
herein shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

Section 6.10. Priorities.
- ------------ ----------

Subject to any applicable subordination provisions in any
indenture supplemental hereto, if the Trustee collects any money pursuant
to this Article with respect to any series of Securities, it shall pay out
the money in the following order:

First: to the Trustee for amounts due under Section 7.07;
31<PAGE>
<PAGE>
Second: to Securityholders for amounts due and unpaid on such
series of Securities for Principal and interest,
ratably, without preference or priority of any kind,
according to the amounts due and payable on such series
of Securities for Principal and interest, respectively;
and

Third: to the Company or any other obligor on such series of
Securities, as their interests may appear, or as a court
of competent jurisdiction may direct.

The Trustee may fix a record date and payment date for any payment
to Holders of any series of Securities pursuant to this Section. The
Trustee shall notify the Company in writing reasonably in advance of any
such record date and payment date.

Section 6.11. Undertaking for Costs.
- ------------ ---------------------

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 or
omitted by it as Trustee, a court in its discretion may require the filing
by any party litigant in the suit of an undertaking to pay the costs of
the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a
suit by Holders of more than 10% in Principal Amount of any series of
Securities then outstanding.

ARTICLE 7
TRUSTEE

Section 7.01. Duties of Trustee.
- ------------ -----------------

(a) If an Event of Default has occurred and is continuing with
respect to any series of Securities, the Trustee with respect to such
series shall 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 man would exercise or use under the circumstances in the conduct
of his own affairs.

(b) Except during the continuance of an Event of Default with
respect to any series of Securities:

(1) the Trustee with respect to such series need perform
only those duties that are specifically set forth in this Indenture and
no others.

(2) in the absence of bad faith on its part, 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. However, the Trustee shall examine the certificates
and opinions to determine whether or not they conform to the
requirements of this Indenture.
32<PAGE>
<PAGE>

(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

(1) this paragraph does not limit the effect of paragraph
(b) 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 is proved
that the Trustee was negligent in ascertaining the pertinent facts.

(3) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05.

(d) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any
loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

Section 7.02. Rights of Trustee.
- ------------ -----------------

(a) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in
good faith in reliance on such Officers' Certificate or Opinion of
Counsel.

(c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with
due care.

(d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within
its rights or powers.

33<PAGE>
<PAGE>
Section 7.03. Individual Rights of Trustee.
- ------------ ----------------------------

The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities of any series and may otherwise deal with
the Company or an Affiliate of the Company with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to Sections 7.10 and 7.11.

Section 7.04. Trustee's Disclaimer.
- ------------ --------------------

The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities, it shall not be accountable for the
Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Company in the Indenture or any
statement in the Securities other than its authentication.

Section 7.05. Notice of Defaults.
- ------------ ------------------

If a Default or Event of Default with respect to any series of
Securities occurs and is continuing and if it is known to the Trustee with
respect to such series, the Trustee shall mail to the Holders of such
series a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment on
any series of Securities (including any failure to make any mandatory
redemption payment required hereunder), the Trustee with respect to such
series may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of the Holders of such series.

Section 7.06. Reports by Trustee to Holders.
- ------------ -----------------------------

Within 60 days after the reporting date stated below, the Trustee
with respect to each series of Securities shall mail, if required by TIA
sec. 313, to the Holders of such series a brief report dated as of such
reporting date that complies with TIA sec. 313(a). The Trustee with
respect to each series of Securities also shall comply with TIA sec.
313(b)(1) and TIA sec. 313(b)(2). The Trustee with respect to each series
of Securities shall also transmit by mail all reports as required by TIA
sec. 313(c).

Commencing at the time this Indenture is qualified under the TIA,
a copy of each report at the time of its mailing to Holders of any series
of Securities shall be filed with the SEC and each securities exchange on
which the Securities of such series are listed. The Company shall notify
the Trustee with respect to a series of Securities when the Securities of
such series are listed on any securities exchange.

The reporting date for this Section 7.06 is May 15 of each year.
The first reporting date is May 15 following the calendar year in which
Securities of such series are first issued under this Indenture.

34<PAGE>
<PAGE>
Section 7.07. Compensation and Indemnity.
- ------------ --------------------------

The Company shall pay to the Trustee from time to time reasonable
compensation for its services hereunder. The Trustee's compensation shall
not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred by it. Such expenses shall
include the reasonable compensation and out-of-pocket expenses of the
Trustee's agents and counsel.

The Company shall indemnify the Trustee against any loss or
liability incurred by it except as set forth in the next paragraph. The
Trustee shall notify the Company promptly of any claim for which it may
seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel, and the
Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld.

The Company need not reimburse any expense or indemnify against
any loss or liability incurred by the Trustee through negligence or bad
faith.

To secure the Company's payment obligations in this Section, the
Trustee with respect to each series of Securities shall have a lien prior
to the Securities of such series on all money or property held or
collected by the Trustee, except that held in trust to pay Principal and
interest on particular Securities of such series.

When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(6) or (7) occurs, the expenses
and the compensation for the services are intended to constitute expenses
of administration under any Bankruptcy Law.

Section 7.08. Replacement of Trustee.
- ------------ ----------------------

The Trustee with respect to any series of Securities may resign by
so notifying the Company; provided, however, no such resignation shall be
effective until a successor Trustee with respect to such series has
accepted its appointment pursuant to this Section 7.08. The Holders of a
majority in aggregate Principal Amount of the Securities of any series at
the time outstanding may remove the Trustee with respect to the Securities
of such series by so notifying the Trustee and may appoint a successor
Trustee. The Company shall remove the Trustee with respect to any series
of Securities if:

(1) such Trustee fails to comply with Section 7.10;

(2) such Trustee is adjudged bankrupt or insolvent;

(3) a receiver or public officer takes charge of such
Trustee or its property; or

(4) such Trustee otherwise becomes incapable of acting.

35 <PAGE>
<PAGE>

If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or
more series, the Company shall promptly appoint, by resolution of its
Board of Directors, a successor Trustee with respect to the Securities of
that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with
respect to the Securities of any series).

In the case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee shall deliver
a written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon, the resignation or removal of the retiring Trustee
shall become effective and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to the Holders of
the Securities. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to
the Securities of one or more series shall execute and deliver an
indenture supplemental hereto 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 Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, 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 Securities of that or those 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 as 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 Securities of that or those 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 Securities of that or those series
to which the appointment of such successor Trustee relates, subject,
nevertheless, to its lien, if any, provided for in Section 7.07. Each
successor Trustee shall mail a notice of its succession to the Holders of
Securities of the particular series with respect to which such successor
Trustee has been appointed.
36<PAGE>
<PAGE>
If a successor Trustee with respect to the Securities of any
series does not take office within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of
a majority in aggregate Principal Amount of the Securities of such series
at the time outstanding may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities
of such series.

If the Trustee fails to comply with Section 7.10, any Holder of a
Security of any series for which such Trustee acts in such capacity may
petition any court of competent jurisdiction for the removal of such
Trustee and the appointment of a successor Trustee.

Section 7.09. Successor Trustee by Merger, etc.
- ----------- --------------------------------

If the Trustee with respect to Securities of any series
consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee with
respect to the Securities of such series.

Section 7.10. Eligibility; Disqualification.
- ------------ -----------------------------

This Indenture shall always have a Trustee with respect to each
series of Securities who satisfies the requirements of TIA sec. 310(a)(1).
The Trustee with respect to each series of Securities shall always have a
combined capital and surplus (including subordinated capital notes and
earned surplus) of $25,000,000. The Trustee with respect to each series
of Securities is subject to TIA sec. 310(b), including the optional
provision permitted by the second sentence of TIA sec. 310(b)(9).

Section 7.11. Preferential Collection of Claims Against the Company.
- ------------ -----------------------------------------------------

The Trustee with respect to each series of Securities is subject
to TIA sec. 311(a), excluding any creditor relationship listed in TIA sec.
311(b). A Trustee who has resigned or been removed shall be subject to
TIA sec. 311(a) to the extent indicated therein.

ARTICLE 8
DISCHARGE OF INDENTURE

Section 8.01. Discharge of Liability on Securities.
- ------------ ------------------------------------

Except as otherwise contemplated by Section 2.03, when (a) the
Company delivers to the Trustee all outstanding Securities or all
outstanding Securities of any series, as the case may be, theretofore
authenticated and delivered (other than (i) Securities or Securities of
such series, as the case may be, which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.09, and (ii)
Securities or Securities of such series, as the case may be, for whose
payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or
37<PAGE>
<PAGE>
discharged from such trust, as provided in Section 3.05) for cancellation
or (b) all outstanding Securities have become due and payable and the
Company deposits with the Trustee cash sufficient to pay at Stated
Maturity the amount of all Principal of and interest on outstanding
Securities or all outstanding Securities of such series (other than
Securities replaced pursuant to Section 2.09), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 7.07, cease to be of further effect as
to all outstanding Securities or all outstanding Securities of any series,
as the case may be. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate
and Opinion of Counsel, each containing the applicable information
specified in Sections 11.04 and 11.05, and at the cost and expense of the
Company.

Section 8.02. Repayment to the Company.
- ------------ ------------------------

The Trustee and the Paying Agent shall return to the Company on
Company Request any money held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years; provided,
however, that the Trustee or such Paying Agent, before being required to
make any such return, may at the expense and direction of the Company
cause to be published once in an Authorized Newspaper in each Place of
Payment of or mail to each such Holder 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 publication or mailing, any
unclaimed money then remaining will be returned to the Company. After
return to the Company, Holders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned
property law designates another person.

Section 8.03. Option to Effect Defeasance or Covenant Defeasance.
- ------------ --------------------------------------------------

Unless otherwise specified as contemplated by Section 2.03 with
respect to Securities of a particular series, the Company, may at its
option, by Board Resolution, at any time, with respect to any series of
Securities, elect to have either Section 8.04 or Section 8.05 be applied
to all of the outstanding Securities of any series (the "DEFEASED
SECURITIES"), upon compliance with the conditions set forth below in this
Article 8.

Section 8.04. Defeasance and Discharge.
- ------------ ------------------------

Upon the Company's exercise under Section 8.03 of the option
applicable to this Section 8.04, the Company shall be deemed to have been
discharged from its obligations with respect to the Defeased Securities on
the date the conditions set forth below are satisfied (hereinafter
"defeasance"). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness
represented by the Defeased Securities, which shall thereafter be deemed
to be "outstanding" only for the purposes of Sections 2.04, 2.05, 2.06,
2.09, 2.12, 2.13, 4.01, 6.06, 6.07, 7.07, 7.08 and 8.02 of this Indenture
and to have satisfied all its other obligations under such series of
Securities and this Indenture insofar as such series of Securities are
38<PAGE>
<PAGE>
concerned (and the Trustee, at the expense of the Company, and, upon
written request, shall execute proper instruments acknowledging the same).
Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.04 notwithstanding the prior exercise of its
option under Section 8.05 with respect to a series of Securities.

Section 8.05. Covenant Defeasance.
- ------------ -------------------
Upon the Company's exercise under Section 8.03 of the option
applicable to this Section 8.05, the Company shall be released from its
obligations under Sections 4.02, 4.03, 4.06 and 4.07 and Article 5 and
such other provisions as may be provided as contemplated by Section 2.03
with respect to Securities of a particular series and with respect to the
Defeased Securities on and after the date the conditions set forth below
are satisfied (hereinafter "COVENANT DEFEASANCE"), and the Defeased
Securities shall thereafter be deemed to be not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences, if any, thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to the Defeased Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such Section or Article, whether directly
or indirectly, by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or
Article to any other provisions herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 but, except as specified above, the remainder of this
Indenture and such Defeased Securities shall be unaffected thereby.

Section 8.06. Conditions to Defeasance or Covenant Defeasance.
- ------------ -----------------------------------------------
The following shall be the conditions to application of either
Section 8.04 or Section 8.05 to a series of outstanding Securities.

(a) The Company shall have irrevocably deposited with the
Trustee, in trust, (i) sufficient funds in the currency or currency
unit in which the Securities of such series are denominated to pay the
Principal of and interest to Stated Maturity (or redemption) on, the
Securities of such series, or (ii) such amount of direct obligations
of, or obligations the principal of and interest on which are fully
guaranteed by, the government which issued the currency in which the
Securities of such series are denominated, and which are not subject to
prepayment, redemption or call ("QUALIFIED GOVERNMENT OBLIGATIONS"), as
will, together with the predetermined and certain income to accrue
thereon without consideration of any reinvestment thereof, be
sufficient to pay when due the Principal of, and interest to Stated
Maturity (or redemption) on, the Securities of such series, or
(iii) any combination of funds in the currency or currency unit
specified in (i) and Qualified Government Obligations, as will,
together with the predetermined and certain income to accrue thereon
without consideration of any reinvestment thereof, be sufficient to pay
when due the Principal of, and interest to Stated Maturity (or
redemption) on, the Securities of such series;

(b) The Company shall (i) have delivered an Opinion of Counsel
that the Holders of the Securities of such series will not recognize
income, gain or loss for United States federal income tax purposes as a
39<PAGE>
<PAGE>
result of such defeasance, and will be subject to tax in the same
manner as if no defeasance and discharge or covenant defeasance, as the
case may be, had occurred or (ii) in the case of an election under
Section 8.04 the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or
(B) since the date this Indenture was first executed, there has been a
change in the applicable federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of outstanding Securities of that particular series
will not recognize income, gain or loss for federal income tax purposes
as a result of such defeasance; and

(c) If applicable, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the funds deposited
pursuant to Section 8.06(a) will not be subject to the rights of the
holders of "Senior Indebtedness" as defined in any indenture
supplemental hereto applicable to the Securities of such series.

ARTICLE 9
AMENDMENTS

Section 9.01. Without Consent of Holders.
- ------------ --------------------------

Without the consent of any Holder of Securities, the Company and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:

(1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities; or

(2) to add to the covenants, agreements and obligations of
the Company for the benefit of the Holders of all of the Securities or
any series thereof, or to surrender any right or power herein conferred
upon the Company; or

(3) to establish the form and/or terms of Securities of any
series as permitted by Sections 2.01 and 2.03, respectively; or

(4) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more 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, pursuant to the requirements of Section 7.08; or

(5) to cure any ambiguity, defect or inconsistency; or

(6) to add to, change or eliminate any of the provisions of
this Indenture (which addition, change or elimination may apply to one
or more series of Securities), provided that any such addition, change
or elimination other than those permitted by all or any of clauses (1),
(2), (3), (4), (5), (7), (8), (9), (10) and (11) of this Section 9.01
shall neither (a) apply to any Security of any series created prior to

40<PAGE>
<PAGE>
the execution of such supplemental indenture and entitled to the benefit
of such provision nor (b) modify the rights of the Holder of any such
Security with respect to such provision; or

(7) to comply with Article 5; or

(8) to comply with any requirements of the SEC in connection
with the qualification or requalification of this Indenture under the
TIA; or

(9) to provide for uncertificated Securities in addition to
certificated Securities; or

(10) to secure the Securities; or

(11) to make any change that does not adversely affect the
legal rights hereunder of any Securityholder.

Section 9.02. With Consent of Holders.
- ------------ -----------------------

Subject to Section 6.07, the Company and the Trustee with respect
to any series of Securities may amend or supplement this Indenture or such
series of Securities without notice to any Securityholder but with the
written consent of the Holders of at least a majority in Principal Amount
of the then outstanding Securities of each series affected by such
amendment or supplement, with each such series voting as a separate class.
The Holders of a majority in Principal Amount of any series of Securities
then outstanding may also waive compliance in a particular instance by the
Company with any provision of this Indenture with respect to that series
or the Securities of that series.

However, without the consent of each Securityholder affected, an
amendment, supplement or waiver under this Section, including a waiver
pursuant to Section 6.04, may not:

(1) reduce the amount of Securities whose Holders must
consent to an amendment, supplement or waiver;

(2) reduce the rate of or change the time for payment of
interest on any Security in a manner adverse to the Holders thereof;

(3) reduce the Principal of, or extend the Stated Maturity
of any Security or alter the redemption provisions of any Securities in
a manner adverse to the Holders thereof;

(4) make any Security payable in money other than that
stated in the Security;

(5) make any change in Section 6.04, 6.07 or 9.02 (this
sentence); or

41<PAGE>
<PAGE>
(6) waive a default in the payment of the Principal of, or
interest on, any Security.

To secure a consent of the Holders under this Section it shall not
be necessary for the Holders to approve the particular form of any
proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to Holders of Securities of each
series affected thereby a notice briefly describing the amendment,
supplement or waiver.

Section 9.03. Compliance with Trust Indenture Act.
- ------------ -----------------------------------

Every amendment to or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.
- ------------ ---------------------------------

Until an amendment, supplement or waiver becomes effective, a
consent to such amendment, supplement or waiver by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a
Security or portion of a Security that evidences the same Indebtedness as
the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may
revoke the consent as to his Security or portion of a Security if the
Trustee receives notice of revocation before the date on which the Trustee
receives an Officers' Certificate certifying that the Holders of the
requisite Principal Amount of Securities of each affected series have
consented to the amendment, supplement or waiver (or before such later
date as may be required by law or stock exchange rule).

The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver permitted by this Indenture. If a record
date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those persons who were Holders at such record date
(or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke
any consent previously given, whether or not such persons continue to be
Holders after such record date. No consent of a Holder of a series of
Securities shall be valid or effective for more than 90 days after such
record date unless consents from Holders of the Principal Amount of
Securities of such series required hereunder for such amendment,
supplement or waiver to be effective shall have also been given and not
revoked within such 90-day period.

After an amendment, supplement or waiver becomes effective it
shall bind every Holder of Securities of an affected series, unless it is
of the type described in any of clauses (1) through (6) of Section 9.02.
In such case, the amendment, supplement or waiver shall bind each Holder
of a Security who has consented to it and every subsequent Holder of a
Security or a portion of a Security that evidences the same Indebtedness
as the consenting Holder's Security.
42<PAGE>
<PAGE>
Section 9.05. Notation on or Exchange of Securities.
- ------------ -------------------------------------

If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it
to the Trustee. The Trustee may place an appropriate notation on the
Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms.

Section 9.06. Trustee Protected.
- ------------ -----------------

The Trustee shall sign any indenture supplemental hereto relating
to any amendment, supplement or waiver authorized pursuant to this Article
if the amendment, supplement or waiver does not adversely affects its
rights. The Trustee may request an Opinion of Counsel and an Officers'
Certificate, each of which complies with Sections 11.04 and 11.05, stating
that such amendment, supplement or waiver and the related supplemental
indenture are permitted hereunder and all conditions precedent have been
complied with.

ARTICLE 10
MEETINGS OF SECURITYHOLDERS

Section 10.01. Purposes for Which Meetings May be Called.
- ------------- -----------------------------------------

A meeting of Holders of any series of Securities, either
separately or jointly, may be called at any time and from time to time
pursuant to the provisions of this Article 10 for any of the following
purposes:

(a) to give any notice to the Company or to the Trustee, or
to give any directions to the Trustee, or to waive or consent to the
waiving of any Default or Event of Default hereunder and its
consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article 6;

(b) to remove the Trustee or appoint a successor Trustee
pursuant to the provisions of Article 7;

(d) to take any action (i) authorized to be taken by or on
behalf of the Holders of any specified aggregate Principal Amount of
such series of Securities under any other provision of this Indenture,
or authorized or permitted by law or (ii) which the Trustee deems
necessary or appropriate in connection with the administration of this
Indenture; in each case without prejudice to the rights of the Company
or Holders of Securities to take such action in writing in lieu of a
meeting.

43<PAGE>
<PAGE>
Section 10.02. Manner of Calling Meetings.
- ------------- --------------------------
The Trustee may at any time call a meeting of Holders of any
series of Securities to take any action specified in Section 10.01, to be
held at such time and at such place in the City of Las Vegas, Nevada, as
the Trustee shall determine. Notice of every meeting of Holders of any
series of Securities, setting forth the time and place of such meeting and
in general terms the action or actions proposed to be taken at such
meeting, shall be mailed by the Trustee, first-class postage prepaid, to
the Company, and to the Holders of such series of Securities at their last
addresses as they shall appear on the registration books of the Registrar,
not less than 10 nor more than 60 days prior to the date fixed for the
meeting.

Any meeting of Holders of the Securities shall be valid
without notice if (i) with respect to a meeting of any series of
Securities, all Holders of such series of Securities then outstanding are
present in person or by proxy, or if notice is waived before or after the
meeting by all Holders of such series of Securities then outstanding who
are not present and (ii) with respect to a meeting of all Securityholders,
all Holders of such Securities then outstanding are present in person or
by proxy or if notice is waived before or after the meeting by all Holders
of such Securities then outstanding who are not present, and, in each
case, if the Company and the Trustee are either present by duly authorized
representative or have, before or after the meeting, waived notice.

Section 10.03. Call of Meetings by Company or Holders.
- ------------- --------------------------------------
In case at any time the Company, pursuant to resolution of
its Board of Directors or the Holders of not less than 25% in aggregate
Principal Amount of any series of Securities then outstanding shall have
requested the Trustee to call a meeting of Securityholders of such series,
either separately or jointly, to take any action specified in Section
10.01, by written request setting forth in reasonable detail the action or
actions proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days of receipt of such
request, then the Company or the Holders of such series of Securities in
the amount above specified may determine the time and place in the City of
Las Vegas, Nevada, or in the Borough of Manhattan, City of New York, for
such meeting and may call such meeting for the purpose of taking such
action, by mailing or causing to be mailed notice thereof as provided in
Section 10.02, or by causing notice thereof to be published at least once
in each of two successive calendar weeks (on any day of the week) in a
newspaper or newspapers printed in the English language, customarily
published at least five days a week and of general circulation in the City
of Las Vegas, Nevada and in the Borough of Manhattan, City of New York,
the first such publication to be not less than 10 nor more than 60 days
prior to the date fixed for the meeting.

Section 10.04. Who May Attend or Vote at Meetings.
- ------------- ----------------------------------
To be entitled to vote at any meeting of Securityholders, a
person shall (a) be a registered Holder of one or more Securities (or, if
the meeting is of Holders of one or more (but not all) series of
Securities, one or more Securities of such Series), or (b) be a person
appointed by an instrument in writing as proxy for the registered Holder
or Holders of Securities (or, if the meeting is of Holders of one or more

44<PAGE>
<PAGE>
(but not all) series of Securities, one or more Securities of such
series). The only persons who shall be entitled to be present or to speak
at any meeting of Securityholders shall be the persons entitled to vote at
such meeting and their counsel and any representative of the Trustee and
its counsel and any representatives of the Company and its counsel.

Section 10.05. Regulations by Trustee; Conduct of Meeting; Voting
- ------------- Rights; Adjournment.
--------------------------------------------------

Notwithstanding any other provision of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Securityholders, in regard to proof of the holding of
Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, and submission and
examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it
shall think appropriate. Such regulations may fix a record date and time
for determining the Holders of record of Securities entitled to vote at
such meeting, in which case those and only those persons who are Holders
of Securities at the record date and time so fixed, or their proxies,
shall be entitled to vote at such meeting whether or not they shall be
such Holders at the time of the meeting.

The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Securityholders as provided in Section 10.03,
in which case the Company or the Securityholders calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Holders of a majority in Principal Amount of the
Securities represented at the meeting and entitled to vote.

At any meeting each Securityholder or proxy shall be entitled
to one vote for each $1,000 Principal Amount of Securities held or
represented by him; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Securities challenged as not
outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote
other than by virtue of Securities held by him or instruments in writing
as aforesaid duly designating him as the person to vote on behalf of other
Securityholders. At any meeting of Securityholders, the presence of
persons holding or representing any number of Securities shall be
sufficient for a quorum. Any meeting of Securityholders duly called
pursuant to the provisions of Section 10.02 or Section 10.03 may be
adjourned from time to time by vote of the Holders of a majority in
aggregate Principal Amount of the Securities represented at the meeting
and entitled to vote, and the meeting may be held as so adjourned without
further notice.

Section 10.06. Voting at the Meeting and Record to be Kept.
- ------------- -------------------------------------------

The vote upon any resolution submitted to any meeting of
Securityholders shall be by written ballots on which shall be subscribed
the signatures of the Holders of Securities or of their representatives by
proxy and the Principal Amount of the Securities voted by the ballot. The
permanent chairman of the meeting shall appoint two inspectors of votes,
45<PAGE>
<PAGE>
who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to such record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts, setting forth a copy of
the notice of the meeting and showing that such notice was mailed as
provided in Section 10.02 or published as provided in Section 10.03. The
record shall be signed and verified by the affidavits of the permanent
chairman and the secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at
the meeting

Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

Section 10.07. Exercise of Rights of Trustee or Security Holders not
- ------------- Hindered or Delayed by Call of Meeting.
----------------------------------------------------
Nothing in this Article 10 contained shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of
Securityholders or any rights expressly or impliedly conferred hereunder
to make such call, any hindrance or delay in the exercise of any right or
rights conferred upon or reserved to the Trustee or to the Securityholders
under any of the provisions of this Indenture or of the Securities.

ARTICLE 11
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.

Section 11.02. Notices.
- ------------- -------

Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in person or mailed by
first-class mail to the other's address:

The Company's address is:

Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attention: General Counsel

46<PAGE>
<PAGE>
The Trustee's address is:

------------------------

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 a Securityholder shall be
mailed by first-class mail to his address shown on the register kept by
the Registrar. Failure to mail a notice or communication to a
Securityholder or any defect in it shall not affect its sufficiency with
respect to other Securityholders.

If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given when mailed, whether or
not the addressee receives it.

If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the
same time.

Section 11.03. Communication by Holders with Other Holders.
- ------------- -------------------------------------------

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

Section 11.04. Certificate and Opinion as to Conditions Precedent.
- ------------- --------------------------------------------------

Upon any request or application by the Company or any other
obligor to the Trustee to take any action under this Indenture, the
Company or any other obligor, as the case may be, shall furnish to the
Trustee:

(a) an Officers' Certificate 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; and

(b) an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent have been complied with.

47<PAGE>
<PAGE>
Section 11.05. Statements Required in Certificate or Opinion.
- ------------- ---------------------------------------------

Each Officers' Certificate or Opinion of Counsel with respect
to compliance with a condition or covenant provided for in this Indenture
shall include:

(1) a statement that the person 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 person, 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; and

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

Section 11.06. Rules by Trustee and Agents.
- ------------- ---------------------------

The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.

Section 11.07. Legal Holidays.
- ------------- --------------

A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which
banking institutions in the State of Nevada or New York are not required
to be open. If a payment date is a Legal Holiday at a Place of Payment,
payment may be made at that place on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period on
such payment.

Section 11.08. No Recourse Against Others.
- ------------- --------------------------

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 Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the
issue of the Securities.

48<PAGE>
<PAGE>
Section 11.09. Counterparts.
- ------------- ------------

This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.

Section 11.10. Governing Law.
- ------------- -------------

The internal laws of the State of Nevada shall govern this
Indenture and the Securities, without regard to the conflicts of laws
provisions thereof.

Section 11.11. No Adverse Interpretation of Other Agreements.
- ------------- ---------------------------------------------

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

Section 11.12. Successors.
- ------------- ----------

All agreements of the Company in this Indenture and the
Securities shall bind its successors. All agreements of the Trustee in
this Indenture shall bind its successors.

Section 11.13. Severability.
- ------------- ------------

In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

Section 11.14. Qualification of Indenture.
- ------------- --------------------------

The Company shall qualify this Indenture under the TIA and
shall pay all costs and expenses (including attorneys' fees for the
Company and the reasonable attorneys' fees for the Trustee) incurred in
connection therewith, including, but not limited to, costs and expenses of
qualification of this Indenture and the Securities and printing this
Indenture and the Securities. In connection with any such qualification
of this Indenture under the TIA, the Trustee shall be entitled to receive
from the Company any such Officers' Certificates, Opinions of Counsel or
other documentation as it may reasonably request.

Section 11.15. Table of Contents, Headings, etc.
- ------------- --------------------------------

The Table of Contents, Cross-Reference Table and headings of
the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and
shall in no way modify or restrict any of the terms or provisions hereof.
49<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be executed as of the day and year first above written.

SIGNATURES

Dated: as of MIRAGE RESORTS, INCORPORATED
---------------

By:
---------------------------
Attest: Its:

(SEAL)
- -----------------------------

By:
----------------------------
Its:

Dated: as of
--------------- --------------------------------,
as Trustee

By:
---------------------------
Attest: Its:

(SEAL)
- -----------------------------

<PAGE>

June 28, 1996

Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109

Re: Mirage Resorts, Incorporated
Registration Statement on Form S-3
----------------------------------

Gentlemen:

I am Assistant General Counsel of Mirage Resorts, Incorporated, a
Nevada corporation (the "Company"). In such capacity, I have reviewed the
Registration Statement on Form S-3 (together with all exhibits thereto and
documents incorporated by reference therein, the "Registration Statement")
in the form proposed to be filed by the Company with the Securities and
Exchange Commission (the "Commission"). The Registration Statement
relates to the issuance and sale from time to time, pursuant to Rule 415
of the General Rules and Regulations of the Commission promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), of the
following securities of the Company with an aggregate initial public
offering price of up to $500,000,000 or the equivalent thereof in one or
more foreign currencies or composite currencies: (i) debt securities,
which may be any of senior secured debt securities, senior unsecured debt
securities, senior subordinated debt securities or subordinated debt
securities, in one or more series (the "Debt Securities"), which in each
case are to be issued under an indenture (an "Indenture" and, collectively
with any other indentures relating to other Debt Securities, the
"Indentures") to be entered into between the Company and an institution to
be designated prior to the issuance of any Debt Securities under such
Indenture to serve as trustee thereunder (a "Trustee" and, collectively
with the trustees, if any, under other Indentures, the "Trustees"); (ii)
shares of the Company's common stock, $0.004 par value (the "Common
Stock"); (iii) shares of the Company's preferred stock, $.10 par <PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 2

value (the "Preferred Stock"), in one or more series, which may also be
issued in the form of depositary shares (the "Depositary Shares")
evidenced by depositary receipts (the "Receipts"); (iv) warrants to
purchase Debt Securities (the "Debt Warrants") to be issued pursuant to a
warrant agreement (the "Debt Warrant Agreement") between the Company and a
warrant agent (the "Debt Warrant Agent") to be appointed prior to the
issuance of Debt Warrants; (v) warrants to purchase Common Stock (the
"Common Stock Warrants") to be issued pursuant to a warrant agreement (the
"Common Stock Warrant Agreement") between the Company and a warrant agent
(the "Common Stock Warrant Agent") to be appointed prior to the issuance
of Common Stock Warrants; and (vi) warrants to purchase Preferred Stock
(the "Preferred Stock Warrants", and, together with the Debt Warrants and
the Common Stock Warrants, the "Warrants") to be issued pursuant to a
warrant agreement (the "Preferred Stock Warrant Agreement") between the
Company and a warrant agent (the "Preferred Stock Warrant Agent") to be
appointed prior to the issuance of Preferred Stock Warrants. The Debt
Securities, the Common Stock, the Preferred Stock, the Depositary Shares
and the Warrants are collectively referred to herein as the "Offered
Securities."

This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K promulgated under the
Securities Act.

For the purpose of rendering this opinion, I have examined (i) the
Registration Statement relating to the Offered Securities; (ii) the form
of Indenture being filed as an exhibit to the Registration Statement;
(iii) the Restated Articles of Incorporation of the Company, as amended to
date (the "Articles of Incorporation"); (iv) the Bylaws of the Company as
currently in effect (the "Bylaws"); and (v) certain resolutions adopted by
the Board of Directors of the Company (the "Board of Directors") relating
to the issuance of the Offered Securities. I have also examined originals
or copies, certified or otherwise identified to my satisfaction, of such
records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the
Company and others and such other documents, certificates and records as
I have deemed necessary or appropriate as a basis for the opinions set
forth herein.

Mirage Resorts, Incorporated
June 28, 1996
Page 3

In my examination, I have assumed without independent verification
(i) the legal capacity of all natural persons, (ii) the genuineness of all
signatures, (iii) the authenticity of all documents submitted to me as
originals, (iv) the conformity to original documents of all documents
submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents and (v) the power
and authority of all persons other than the Company signing such documents
to execute, deliver and perform such documents, and the valid
authorization, execution and delivery of such documents by such other
persons. As to any facts material to the opinions expressed herein which
were not independently established or verified, I have relied upon oral or
written statements and representations of officers or other
representatives of the Company and others.

I am admitted to the Bar in the State of Nevada and I do not
express any opinion as to the laws of any other jurisdiction other than
the federal laws of the United States of America to the extent referred to
specifically herein. The Offered Securities may be issued from time to
time on a delayed or continuous basis, and this opinion is limited to the
laws, including applicable rules and regulations, in effect on the date
hereof. I assume no obligation to update such opinion.

Based upon and subject to the foregoing, such examinations of law
and such other matters as I have deemed relevant under the circumstances,
I am of the opinion that, as of the date hereof:

1. The form of Indenture filed as an exhibit to the Registration
Statement (the "Basic Indenture") has been duly authorized by the Board of
Directors. The Basic Indenture and each other Indenture in the form of
the Basic Indenture, as modified in accordance with duly adopted
resolutions of the Board of Directors to reflect the additional terms
applicable to the Debt Securities to which such Indenture relates, when
executed and delivered by the Company, will be a valid and binding
agreement, enforceable against the Company in accordance with its terms,
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally, (b) general principles of equity (regardless
<PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 4

of whether enforceability is considered in a proceeding at law or in
equity), (c) requirements that a claim with respect to any Debt Securities
denominated other than in United States dollars (or a judgment denominated
other than in United States dollars in respect of such claim) be converted
into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law and (d) governmental authority to
limit, delay or prohibit the making of payments outside the United States
or in foreign currency or composite currency.

2. With respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) if the Offered Debt Securities are to be sold
pursuant to a firm commitment underwritten offering, the underwriting
agreement with respect to the Offered Debt Securities (the "Debt
Underwriting Agreement") has been duly authorized, executed and delivered
by the Company and the other parties thereto; (ii) if the Offered Debt
Securities are to be sold on an agency basis, the distribution agreement
with respect to the Offered Debt Securities (the "Debt Distribution
Agreement") has been duly authorized, executed and delivered by the
Company and the other parties thereto; (iii) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Offered Debt Securities and related
matters; (iv) the terms of the Offered Debt Securities and of their
issuance and sale have been duly established in conformity with the
Indenture relating thereto so as not to violate any applicable law, the
Articles of Incorporation or Bylaws or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; (v) the applicable
Indenture has been duly executed and delivered by the Company and the
Trustee thereunder; and (vi) the Offered Debt Securities have been duly
executed and authenticated in accordance with the provisions of the
applicable Indenture and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the Offered Debt
Securities, when issued and sold in accordance with the applicable
Indenture and the related Debt Underwriting Agreement or Debt Distribution
Agreement, if any, or any other duly authorized, executed and delivered
applicable purchase agreement, will be valid and binding obligations of <PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 5

the Company, enforceable against the Company in accordance with their
respective terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), (c) requirements that a claim with
respect to any Debt Securities denominated other than in United States
dollars (or a judgment denominated other than in United States dollars in
respect of such claim) be converted into United States dollars at a rate
of exchange prevailing on a date determined pursuant to applicable law and
(d) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in foreign currency or composite
currency.

I note that, as of the date hereof, a judgment for money in an
action based on a Debt Security denominated in a foreign currency,
currency unit or composite currency in a federal or state court in the
United States ordinarily would be enforced in the United States only in
United States dollars. The date used to determine the rate of conversion
of the foreign currency, currency unit or composite currency in which a
particular Debt Security is denominated into United States dollars will
depend upon various factors, including which court renders the judgment.

3. With respect to any shares of Common Stock (the "Offered
Common Stock"), when (i) if the Offered Common Stock is to be sold
pursuant to a firm commitment underwritten offering, the underwriting
agreement with respect to the Offered Common Stock (the "Common Stock
Underwriting Agreement") has been duly authorized, executed and delivered
by the Company and the other parties thereto; (ii) if the Offered Common
Stock is to be sold on an agency basis, the distribution agreement with
respect to the Offered Common Stock (the "Common Stock Distribution
Agreement") has been duly authorized, executed and delivered by the
Company and the other parties thereto; (iii) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to
approve the issuance and terms of issuance of the shares of Offered Common
Stock in conformity with the Articles of Incorporation and the Bylaws, so
<PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 6

as not to violate any applicable law, the Articles of Incorporation or the
Bylaws or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; and (iv) certificates representing
the shares of the Offered Common Stock are duly executed, countersigned,
registered and delivered upon payment of the agreed-upon consideration
therefor, the shares of the Offered Common Stock, when issued and sold in
accordance with the related Common Stock Underwriting Agreement or Common
Stock Distribution Agreement, if any, or any other duly authorized,
executed and delivered applicable purchase agreement, will be duly
authorized, validly issued, fully paid and nonassessable, provided that
the consideration therefor is not less than the par value thereof.

4. With respect to the shares of any series of Preferred Stock
(the "Offered Preferred Stock"), when (i) if the Offered Preferred Stock
is to be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the shares of the Offered Preferred
Stock (the "Preferred Stock Underwriting Agreement") has been duly
authorized, executed and delivered by the Company and the other parties
thereto; (ii) if the Offered Preferred Stock is to be sold on an agency
basis, the distribution agreement with respect to the Offered Preferred
Stock (the "Preferred Stock Distribution Agreement") has been duly
authorized, executed and delivered by the Company and the other parties
thereto; (iii) the Board of Directors, including any appropriate committee
appointed thereby, and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance and terms of the shares
of the Offered Preferred Stock and related matters, including the adoption
of a certificate of designation for the Offered Preferred Stock in the
form required by applicable law (the "Certificate of Designation"); (iv)
the filing of the Certificate of Designation with the Secretary of State
of the State of Nevada has duly occurred; (v) the terms of the Offered
Preferred Stock and of their issuance and sale have been duly established
in conformity with the Articles of Incorporation, the Certificate of
Designation and the Bylaws, so as not to violate any applicable law, the
Articles of Incorporation, the Certificate of Designation or the Bylaws or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction <PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 7

imposed by any court or governmental body having jurisdiction over the
Company; and (vi) certificates representing the shares of the Offered
Preferred Stock are duly executed, countersigned, registered and delivered
upon payment of the agreed-upon consideration therefor, the shares of the
Offered Preferred Stock, when issued and sold in accordance with the
related Preferred Stock Underwriting Agreement or Preferred Stock
Distribution Agreement, if any, or any other duly authorized, executed and
delivered applicable purchase agreement, will be duly authorized, validly
issued, fully paid and nonassessable, provided that the consideration
therefor is not less than the par value thereof.

5. With respect to Depositary Shares representing fractional
interests in any series of Preferred Stock (the "Offered Depositary
Shares"), when (i) if the Offered Depositary Shares are to be sold
pursuant to a firm commitment underwritten offering, the Preferred Stock
Underwriting Agreement with respect to the Offered Depositary Shares has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (ii) if the Offered Depositary Shares are to be sold on
an agency basis, the distribution agreement with respect to the Offered
Depositary Shares (the "Depositary Shares Distribution Agreement") has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (iii) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the issuance and terms of
the Offered Depositary Shares and related matters, including the adoption
of the Certificate of Designation for the related series of Preferred
Stock in the form required by applicable law (the "Underlying Preferred
Stock Certificate of Designation"); (iv) the filing of the Underlying
Preferred Stock Certificate of Designation with the Secretary of State of
the State of Nevada has duly occurred; (v) a deposit agreement between the
Company and an institution appointed by the Company to act as depositary
thereunder (the "Deposit Agreement") has been duly authorized by the Board
of Directors and executed and delivered by the Company; (vi) the
institution appointed by the Company to act as depositary under the
Deposit Agreement (the "Depositary") has duly authorized, executed and
delivered the Deposit Agreement; (vii) the terms of the Offered Depositary
Shares and of their issuance and sale have been duly established in
conformity with the Deposit Agreement so as not to violate any applicable
<PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 8

law, the Articles of Incorporation or the Bylaws or result in a default
under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company; (viii)
the related series of Preferred Stock has been duly authorized, validly
issued and delivered to the Depositary for deposit in accordance with the
laws of the State of Nevada; and (ix) the Receipts evidencing the
Depositary Shares are duly issued against the deposit of the Preferred
Stock in accordance with the Deposit Agreement, such Offered Depositary
Shares will be validly issued and the Receipts will entitle the holders
thereof to the rights specified therein and in the Deposit Agreement,
provided that the consideration therefor is not less than the par value of
the Preferred Stock represented by such Offered Depositary Shares.

6. With respect to any Debt Warrants (the "Offered Debt
Warrants"), when (i) if the Offered Debt Warrants are to be sold pursuant
to a firm commitment underwritten offering, the Debt Underwriting
Agreement with respect to the Offered Debt Warrants has been duly
authorized, executed and delivered by the Company and the other parties
thereto; (ii) if the Offered Debt Warrants are to be sold on an agency
basis, the distribution agreement with respect to the Offered Debt
Warrants (the "Debt Warrant Distribution Agreement") has been duly
authorized, executed and delivered by the Company and the other parties
thereto; (iii) the Board of Directors, including any appropriate committee
appointed thereby, and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance and terms of the
Offered Debt Warrants and related matters; (iv) the terms of the Offered
Debt Warrants and of their issuance and sale have been duly established in
conformity with the Debt Warrant Agreement so as not to violate any
applicable law, the Articles of Incorporation or the Bylaws or result in a
default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company; (v)
the Debt Warrant Agreement has been duly authorized, executed and
delivered by the Company to the Debt Warrant Agent; (vi) the Debt Warrant
Agreement has been duly authorized, delivered and executed by the Debt
Warrant Agent; and (vii) the Offered Debt Warrants have been duly executed
<PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 9

and authenticated in accordance with the provisions of the Debt Warrant
Agreement and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Offered Debt Warrants, when issued
and sold in accordance with the Debt Warrant Agreement and the related
Debt Underwriting Agreement or Debt Warrant Distribution Agreement, if
any, or any other duly authorized, executed and delivered applicable
purchase agreement, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally, (b) general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or in
equity), (c) requirements that a claim with respect to any Debt Warrants
to purchase Debt Securities denominated other than in United States
dollars (or a judgment denominated other than in United States dollars in
respect of such claim) be converted into United States dollars at a rate
of exchange prevailing on a date determined pursuant to applicable law and
(d) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in foreign currency or composite
currency.

I note that, as of the date hereof, a judgment for money in an
action based on a Debt Warrant to purchase a Debt Security denominated in
a foreign currency, currency unit or composite currency in a federal or
state court in the United States ordinarily would be enforced in the
United States only in United States dollars. The date used to determine
the rate of conversion of the foreign currency, currency unit or composite
currency in which a particular Debt Security is denominated into United
States dollars will depend upon various factors, including which court
renders the judgment.

7. With respect to any Preferred Stock Warrants (the "Offered
Preferred Stock Warrants"), when (i) if the Offered Preferred Stock
Warrants are to be sold pursuant to a firm commitment underwritten
offering, the Preferred Stock Underwriting Agreement with respect to the
Offered Preferred Stock Warrants has been duly authorized, executed and
delivered by the Company and the other parties thereto; (ii) if the <PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 10

Offered Preferred Stock Warrants are to be sold on an agency basis, the
distribution agreement with respect to the Offered Preferred Stock
Warrants (the "Preferred Stock Warrant Distribution Agreement") has been
duly authorized, executed and delivered by the Company and the other
parties thereto; (iii) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the issuance and terms of
the Offered Preferred Stock Warrants and related matters; (iv) the terms
of the Offered Preferred Stock Warrants and of their issuance and sale
have been duly established in conformity with the Preferred Stock Warrant
Agreement so as not to violate any applicable law, the Articles of
Incorporation or the Bylaws or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; (v) the Preferred Stock Warrant
Agreement has been duly authorized, executed and delivered by the Company
to the Preferred Stock Warrant Agent; (vi) the Preferred Stock Warrant
Agreement has been duly authorized, executed and delivered by the
Preferred Stock Warrant Agent; and (vii) the Offered Preferred Stock
Warrants have been duly executed and authenticated in accordance with the
provisions of the Preferred Stock Warrant Agreement and duly delivered to
the purchasers thereof upon payment of the agreed-upon consideration
therefor, the Offered Preferred Stock Warrants, when issued and sold in
accordance with the Preferred Stock Warrant Agreement and the related
Preferred Stock Underwriting Agreement or Preferred Stock Warrant
Distribution Agreement, if any, or any other duly authorized, executed and
delivered applicable purchase agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance
with their respective terms, except to the extent that enforcement thereof
may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally and (b) general
principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), provided that the per share
consideration payable upon the exercise of the Offered Preferred Stock
Warrants is not less than the par value of the Preferred Stock.

Mirage Resorts, Incorporated
June 28, 1996
Page 11

8. With respect to any Common Stock Warrants (the "Offered
Common Stock Warrants"), when (i) if the Offered Common Stock Warrants are
to be sold pursuant to a firm commitment underwritten offering, the Common
Stock Underwriting Agreement with respect to the Offered Common Stock
Warrants has been duly authorized, executed and delivered by the Company
and the other parties thereto; (ii) if the Offered Common Stock Warrants
are to be sold on an agency basis, the distribution agreement with respect
to the Offered Common Stock Warrants (the "Common Stock Warrant
Distribution Agreement") has been duly authorized, executed and delivered
by the Company and the other parties thereto; (iii) the Board of
Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate
action to approve the issuance and terms of the Offered Common Stock
Warrants and related matters; (iv) the terms of the Offered Common Stock
Warrants and of their issuance and sale have been duly established in
conformity with the Common Stock Warrant Agreement so as not to violate
any applicable law, the Articles of Incorporation or the Bylaws or result
in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company; (v) the Common Stock Warrant Agreement has been duly authorized,
executed and delivered by the Company to the Common Stock Warrant Agent;
(vi) the Common Stock Warrant Agreement has been duly authorized, executed
and delivered by the Common Stock Warrant Agent; and (vii) the Offered
Common Stock Warrants have been duly executed and authenticated in
accordance with the provisions of the Common Stock Warrant Agreement and
duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the Offered Common Stock Warrants, when issued and
sold in accordance with the Common Stock Warrant Agreement and the related
Common Stock Underwriting Agreement or Common Stock Warrant Distribution
Agreement, if any, or any other duly authorized, executed and delivered
applicable purchase agreement, will be valid and binding obligations of
the Company, enforceable against the Company in accordance with their
respective terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally and (b) general <PAGE>
<PAGE>

Mirage Resorts, Incorporated
June 28, 1996
Page 12

principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), provided that the per share
consideration payable upon the exercise of the Offered Common Stock
Warrants is not less than the par value of the Common Stock.

I hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. I also consent to the
reference to me under the heading "Legal Matters" in the Registration
Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission.

As of the date hereof, I hold options to purchase 134,000 shares
of Common Stock.

Very truly yours,

/s/ PETER C. WALSH
- --------------------------
PETER C. WALSH
Assistant General Counsel

<PAGE>
EXHIBIT 12
<TABLE>
MIRAGE RESORTS, INCORPORATED

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<CAPTION>

THREE MONTHS
ENDED FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------
MARCH 31, 1996 1995 1994 1993 1992 1991
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Income before
income taxes,
extraordinary item
and cumulative effect
of change in
accounting principle $102,505 $265,261 $196,004 $72,303 $45,583 $67,570

Equity in
(undistributed
income) loss of less-
than-50%-owned venture 1,122 (321) -- -- -- --

Interest expense 2,696 23,183 44,215 63,465 99,246 113,712

Estimated interest
component of rental
expense 334 1,192 1,074 1,069 1,055 790
-------- -------- -------- -------- -------- --------
Earnings as defined $106,657 $289,315 $241,293 $136,837 $145,884 $182,072
======== ======== ======== ======== ======== ========
Interest expense $ 2,696 $ 23,183 $ 44,215 $ 63,465 $ 99,246 $113,712

Interest capitalized 4,024 9,616 7,815 25,080 4,158 730

Proportionate share
of interest cost of
50%-owned venture 1,742 1,495 -- -- -- --

Estimated interest
component of rental
expense 334 1,192 1,074 1,069 1,055 790
-------- -------- -------- -------- -------- --------
Fixed charges as
defined $ 8,796 $ 35,486 $ 53,104 $ 89,614 $104,459 $115,232
======== ======== ======== ======== ======== ========
Ratio of earnings to
fixed charges 12.1 8.2 4.5 1.5 1.4 1.6
==== === === === === ===

</TABLE>
<PAGE>

<PAGE>
EXHIBIT 15

June 28, 1996
To Mirage Resorts, Incorporated

We are aware that Mirage Resorts, Incorporated has incorporated by
reference in its Registration Statement on Form S-3 its Form 10-Q for the
quarter ended March 31, 1996, which includes our report dated May 6, 1996
covering the unaudited interim financial information contained therein.
Pursuant to Regulation C under the Securities Act of 1933, that report is
not considered a part of the Registraton Statement prepared or certified
by our Firm or a report prepared or certified by our Firm within the
meaning of Sections 7 and 11 of the Act.

Very truly yours,

/s/ Arthur Andersen LLP
- ------------------------
ARTHUR ANDERSEN LLP

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of
our report dated February 9, 1996, included in Mirage Resorts, Incorporated's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995 and
to all references to our Firm included in this Registration Statement.

/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP

Las Vegas, Nevada
June 28, 1996

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 11, 1994 on our audit
of the consolidated statements of income, stockholders' equity and cash
flows, and the financial statement schedule of Mirage Resorts,
Incorporated for the year ended December 31, 1993, included in the Annual
Report on Form 10-K for the year ended December 31, 1995 of Mirage
Resorts, Incorporated. We also consent to the reference to our firm in
the Prospectus included in this Registration Statement under the caption
"Experts."

/s/ Coopers & Lybrand L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.

Las Vegas, Nevada
June 28, 1996