FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.2

EXECUTION COPY

MGM MIRAGE

7.625% Notes due 2017

FIRST SUPPLEMENTAL INDENTURE

Dated as of December 21, 2006

U.S. BANK NATIONAL ASSOCIATION,

Trustee

TABLE OF CONTENTS

     FIRST SUPPLEMENTAL INDENTURE dated as of December 21, 2006 (this “ Supplemental Indenture ”), among MGM MIRAGE, a Delaware corporation (the “ Company ”), the Subsidiary Guarantors party hereto, and U.S. BANK NATIONAL ASSOCIATION (the “ Trustee ”), having its Corporate Trust Office at 60 Livingston Avenue, St. Paul, MN 55107-1419.

     WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have entered into an Indenture dated as of December 21, 2006 (the “ Base Indenture ”, and as modified, supplemented or amended from time to time, including pursuant to this Supplemental Indenture, the “ Indenture ”), providing for the issuance from time to time of one or more series of the Company’s debt securities;

     WHEREAS, Section 2.01 of the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture to establish the form or terms of debt securities of any series as permitted by Section 2.01 and Section 9.01 of the Base Indenture;

     WHEREAS, the Company is entering into this Supplemental Indenture to establish the form and terms of its 7.625% Notes due January 15, 2017;

     WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

     WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and the terms of the Indenture have been done.

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

      SECTION 1.01 DEFINITIONS

     Each term used herein has the meaning assigned to such term in the Base Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern the Notes issued under this Supplemental Indenture. The following terms, as used herein, have the following meanings:

     “ Additional Notes ” means Notes issued in accordance with Section 2.04 of this Supplemental Indenture.

     “ Attributable Debt ” with respect to any Sale and Lease-Back Transaction that is subject to the restrictions under Section 4.04 of this Supplemental Indenture, means the present value of the minimum rental payments called for during the term of the lease (including any period for which such lease has been extended), determined in accordance with generally accepted accounting principles, discounted at a rate that, at the inception of the lease, the lessee would have incurred to borrow over a similar term the funds necessary to purchase the leased assets.

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

     “ Closing Date ” means December 21, 2006.

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

most recently completed fiscal quarter for which financial statements are available and computed in accordance with generally accepted accounting principles.

     “ Corporate Trust Office ” means the office of the Trustee specified in Section 9.01 of this Supplemental Indenture or any other office specified by the Trustee from time to time pursuant to such Section.

     “ Credit Facility ” means the Fifth Amended and Restated Loan Agreement, dated as of October 3, 2006, among the Company, as Borrower and Detroit, as Co-Borrower, the Banks, Syndication Agent, Documentation Agents and Co-Documentation Agents therein named, and Bank of America, N.A., as Administrative Agent (and their successors and assigns from time to time party thereto), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as amended, modified, renewed, extended, refunded, replaced or refinanced from time to time.

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

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

     “ Excluded Subsidiary ” means Detroit and its Subsidiaries (including MGM Grand Detroit II, LLC), MGMM Insurance Company, a Vermont corporation, Circus Circus New Jersey, Inc., a New Jersey corporation, Go Vegas, a Nevada corporation, MGM MIRAGE Online, LLC, a Nevada limited liability company, Nevada Landing Partnership, an Illinois partnership, Pine Hills Development II, a Mississippi partnership, Revive Partners, LLC, a Nevada limited liability company, M3 Nevada Insurance Company, a Nevada corporation, and other Subsidiaries that may from time to time become Excluded Subsidiaries (if such other Subsidiaries are not guarantors of the Company’s other Indebtedness, and are not subject to any covenants in, or Liens securing, the Credit Facility or the Existing Senior Notes), and the Company’s non-U.S. Subsidiaries whose only tangible assets are located in foreign nations and their U.S. holding companies, provided such holding companies have no other assets or operations, provided , further , that except for Detroit to the extent of any amounts of proceeds of borrowings under the Credit Facility made available to Detroit, if any Excluded Subsidiary becomes subject to the covenants in the Credit Facility applicable to the Subsidiary Guarantors or grants any Liens to secure the Credit Facility, or if any Excluded Subsidiary guarantees or grants any Liens to secure any of the Existing Senior Notes, such Excluded Subsidiary will thereafter not be an Excluded Subsidiary, and provided , further , that Nevada Landing Partnership will be an Excluded Subsidiary only until receipt of approval from the Illinois Gaming Board of its Subsidiary Guarantee of the Notes.

     “ Existing Senior Notes ” means (i) the Company’s 6.0% senior notes due 2009 in the original aggregate principal amount of $1,050 million, (ii) the Company’s 8.50% senior notes due 2010 in the original aggregate principal amount of $850 million, (iii) the Company’s 6.75% senior notes due 2012 in the original aggregate principal amount of $550 million, (iv) the Company’s 6.75% senior notes due 2013 in the original aggregate principal amount of $500 million, (v) the Company’s 5.875% senior notes due 2014 in the original aggregate principal amount of $525 million, (vi) the Company’s 6.625% senior notes due 2015 in the original aggregate principal amount of $875 million, (vii) the Company’s 6.875% senior notes due 2016 in the original aggregate principal amount of $250 million, (viii) the Mandalay Senior Notes, and (ix) the Mirage Notes (in each case, including any guarantees thereof by any Subsidiary Guarantors).

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

     “ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

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

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

     “ Initial Notes ” means Notes issued in accordance with Section 2.02 of this Supplemental Indenture.

     “ Interest Payment Date ” with respect to any Note means January 15 and July 15 of each year, commencing July 15, 2007, provided that if such Interest Payment Date is not a Business Day, interest due on such Interest Payment Date shall be payable on the next succeeding Business Day.

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

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

     “ Maturity Date ” means January 15, 2017.

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

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

     “ Notes ” means any Notes authenticated and delivered under this Supplemental Indenture and any additional supplemental indenture entered into pursuant to Section 2.04 of this Supplemental Indenture. For all purposes of this Supplemental Indenture, the term “Notes” shall include Initial Notes and any Additional Notes. All Initial Notes and Additional Notes shall vote together as one series of Notes under the Indenture.

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

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

     “ Redemption Price ” has the meaning specified in Article III of this Supplemental Indenture.

     “ Regular Record Date ” for the interest payable on the Notes on any Interest Payment Date means the January 1 or July 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.

     “ Sale and Lease-Back Transaction ” means any arrangement with a person (other than the Company or any of its Subsidiaries), or to which any such person is a party, providing for the leasing to the Company or any of its Subsidiaries for a period of more than three years of any Principal Property which has been or is to be sold or

transferred by the Company or any of its Subsidiaries to such person or to any other person (other than the Company or any of its Subsidiaries), to which funds have been or are to be advanced by such person on the security of the leased property.

     “ Subsidiary Guarantor ” means (i) each Subsidiary of the Company identified as a Subsidiary Guarantor on the signature pages hereof and (ii) each other Subsidiary of the Company that becomes a Subsidiary Guarantor in accordance with Section 4.02 of this Supplemental Indenture or by executing a supplemental indenture in which such Subsidiary agrees to be bound by the terms of this Indenture as a Subsidiary Guarantor, together with their permitted successors and assigns provided that if the Guarantee of a Subsidiary Guarantor is withdrawn or cancelled pursuant to Section 4.02(b) of this Supplemental Indenture, such Person shall no longer be a Subsidiary Guarantor hereunder.

     “ Trustee ” means the Person named as the “Trustee” in the first paragraph of this Supplemental Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

ARTICLE II
CERTAIN TERMS AND ISSUANCE OF THE NOTES

      SECTION 2.01. DESIGNATION OF NOTES.

     The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Debt Securities that have been or may be issued under the Indenture unless a supplemental indenture with respect to such other Debt Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby designated a series of Notes under the Indenture entitled “7.625% Notes due 2017.”

      SECTION 2.02. AGGREGATE INITIAL PRINCIPAL AMOUNT.

     Subject to Section 2.01(b) of the Base Indenture, the aggregate initial principal amount of the Notes which may be authenticated and delivered pursuant to this Supplemental Indenture is $750,000,000 (the “ Initial Notes ”). The Company may issue Additional Notes from time to time pursuant to Section 2.04 of this Supplemental Indenture.

      SECTION 2.03. FORM; PAYMENT OF INTEREST AND PRINCIPAL ON NOTES; CUSIP.

     (a)  General . Without limiting the foregoing provisions of this Article II, the terms of the Notes shall be as set forth in the form of Notes set forth in Exhibit A hereto and as provided in the Indenture, as supplemented by this Supplemental Indenture. The Notes will be issued in denominations of $1,000 and integral multiples thereof.

     (b)  Payment of Interest and Principal on Notes. The Notes will mature on January 15, 2017 and will bear interest at the rate of 7.625% per annum. Interest on the Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2007, to the Holders thereof at the close of business on the immediately preceding January 1 and July 1 of each year. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     (c)  CUSIP . The CUSIP number for the Initial Notes is 552953BB6.

      SECTION 2.04. ISSUANCE OF ADDITIONAL NOTES.

     If authorized by a Board Resolution, the Company shall be entitled to issue Additional Notes under this Supplemental Indenture which shall have substantially identical terms as the Initial Notes, other than with respect to

the date of issuance, issue price or amount of interest payable on the first interest payment date applicable thereto; provided that such issuance shall be made in compliance with the Indenture; provided, however , that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture.

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

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

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

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

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

ARTICLE III
OPTIONAL REDEMPTION

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

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

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

     The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date.

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

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

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

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

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

     Other than as specifically provided in this Article III, any redemption of Notes shall be conducted in accordance with the provisions of Article III of the Base Indenture.

ARTICLE IV
ADDITIONAL COVENANTS.

     In addition to the covenants set forth in Article IV of the Base Indenture, the Notes shall be subject to the additional covenants set forth in this Article IV.

      SECTION 4.01. WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 4.02 through 4.04 of this Supplemental Indenture if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent expressly so waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect; provided that no waiver of any requirement to provide a Guarantee or collateral shall be effective without the Act of the Holder of each Outstanding Note affected thereby.

      SECTION 4.02. GUARANTEE.

     (a) The Company shall from time to time (i) cause each Subsidiary of the Company that is not an Excluded Subsidiary to become, on the Closing Date or, if such Subsidiary is acquired or created after the Closing Date or such Subsidiary was an Excluded Subsidiary but thereafter is not an Excluded Subsidiary, at the later of (A) the time of the acquisition, creation or change in status of such Subsidiary and (B) the time at which such Subsidiary Incurs Indebtedness or such Subsidiary guarantees or secures any Indebtedness of the Company, a guarantor of the obligations of the Company under this Indenture and the Notes by executing this Indenture (directly, by supplemental indenture or by a joinder agreement, a form of which is attached hereto as Exhibit C) as a Subsidiary Guarantor or by executing a Guarantee in substantially the form of Article X of the Base Indenture ( provided that

the provision of a Guarantee by a Subsidiary after the Closing Date shall be subject to compliance with any applicable Gaming Laws and the Company agrees that (subject to Section 4.02(b) of this Supplemental Indenture) it shall not have any such Subsidiary that is not an Excluded Subsidiary unless it is permitted to give such Guarantee under applicable Gaming Laws) and (ii) deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is the valid, binding and enforceable obligation of such Subsidiary Guarantor, subject to customary exceptions for bankruptcy, fraudulent transfer and equitable principles.

     (b) The actions set forth in Section 4.02(a) of this Supplemental Indenture shall be taken within 10 days of the time on which any Person is required to become a Subsidiary Guarantor, provided that if such Person is not permitted to give a Guarantee under applicable Gaming Laws, then, unless such Person has become a guarantor of the Credit Facility, any Existing Senior Notes or any Additional Notes, such period shall be extended as long as the Company continues to use best efforts to obtain the requisite consents for such Guarantee from the applicable Gaming Authority. Each Note issued after the date of execution by any additional Subsidiary Guarantor of a Guarantee set forth in this Indenture shall be endorsed with a form of Guarantee that has been executed by such Subsidiary Guarantor. However, the failure of any Note to have endorsed thereon a Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Guarantee. In the case of a Subsidiary that becomes a Subsidiary Guarantor after the Closing Date as a result of its guarantee of Indebtedness of the Company (and not as a result of its Incurrence of Indebtedness), if such Subsidiary thereafter no longer guarantees any Indebtedness and has not Incurred any Indebtedness, then, upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such conditions to release of the Guarantee by such Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its Guarantee Obligations under its Guarantee.

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

      SECTION 4.03. LIMITATION ON LIENS.

     (a) Other than as provided in Section 4.03(c) of this Supplemental Indenture and subject to compliance with any applicable Gaming Laws, neither the Company nor any Subsidiary Guarantor will, directly or indirectly, issue, assume or guarantee any Indebtedness secured by a Lien upon any Principal Property or on any evidences of Indebtedness or shares of capital stock of, or other ownership interests in, any Subsidiaries (regardless of whether the Principal Property, Indebtedness, capital stock or ownership interests were acquired before or after the date hereof) without effectively providing that all of the Notes or Guarantees then outstanding, as the case may be, shall be secured equally and ratably with (or prior to) the Indebtedness so long as such Indebtedness shall be so secured, except that this restriction will not apply to:

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

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

     (iii) Liens (including purchase money Liens) existing at the time of acquisition thereof on property acquired after the date hereof or to secure Indebtedness Incurred prior to, at the time of, or within 24 months after the acquisition for the purpose of financing all or part of the purchase price of property

acquired after the date hereof (provided that such Liens do not extend to or cover any property of the Company or any Subsidiary Guarantor other than the property so acquired);

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

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

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

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

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

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

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

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

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

     (b) Notwithstanding the foregoing,

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

     (ii) if the Company and the Subsidiary Guarantors become entitled to the release of any of such equal, ratable and pari passu Liens securing the Existing Senior Notes, and provided that no Default or Event of Default has then occurred and remains continuing, the Company and the Subsidiary Guarantors

may in their sole discretion request that the collateral agent release any corresponding Liens securing the Notes, the Existing Senior Notes and such other notes and guarantees, and in such circumstances the collateral agent (or the Trustee) shall so release such Liens.

     (c) Notwithstanding the foregoing, the Company or any Subsidiary Guarantor may create, assume or suffer to exist Liens not otherwise permitted as described above, provided that at the time of such incurrence, assumption or sufferance, after giving effect to such Lien, the sum of outstanding Indebtedness secured by such Liens (not including Liens permitted under Section 4.03(a) of this Supplemental Indenture) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 4.04(a) of this Supplemental Indenture), measured, in each case, at the time the Lien is incurred, does not exceed 15% of Consolidated Net Tangible Assets, provided that the foregoing shall not apply to any Liens that may at any time secure any of the Existing Senior Notes.

      SECTION 4.04. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

     (a) Other than as provided in Section 4.04(b) of this Supplemental Indenture, neither the Company nor any Subsidiary Guarantor will enter into any Sale and Lease-Back Transaction, unless either:

     (i) the Company or such Subsidiary Guarantor would be entitled, pursuant to the provisions described in clauses (i) through (xii) of Section 4.03(a) of this Supplemental Indenture, to create, assume or suffer to exist a Lien on the property to be leased without equally and ratably securing the Notes; or

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

     (b) Notwithstanding the foregoing, the Company or any Subsidiary Guarantor may enter into Sale and Lease-Back Transactions not otherwise permitted as described above, provided that at the time of entering into such Sale and Lease-Back Transaction, after giving effect to such Sale and Lease-Back Transaction, the sum of outstanding Indebtedness secured by Liens (not including Liens permitted under Section 4.03(a) of this Supplemental Indenture) plus all Attributable Debt in respect of Sale and Lease-Back Transactions entered into (not including Sale and Lease-Back Transactions permitted under Section 4.04(a) of this Supplemental Indenture), measured, in each case, at the time any such Sale and Lease-Back Transaction is entered into, does not exceed 15% of Consolidated Net Tangible Assets, provided that the foregoing shall not apply to any Liens that may at any time secure any of the Existing Senior Notes.

ARTICLE V
ADDITIONAL EVENTS OF DEFAULT

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

     (a) the acceleration or maturity of any Indebtedness of the Company or any Subsidiary Guarantor (oth