INDENTURE

Indenture Agreement

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MGM MIRAGE | U.S. BANK NATIONAL ASSOCIATION

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Title: INDENTURE
Governing Law: Nevada Date: 8/25/2004
Industry: Hotels and Motels Sector: Services

INDENTURE, Parties: mgm mirage , u.s. bank national association

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Exhibit 4.1

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MGM MIRAGE

$550,000,000 6.75% SENIOR NOTES DUE 2012

INDENTURE

DATED AS OF AUGUST 25, 2004

U.S. BANK NATIONAL ASSOCIATION

TRUSTEE

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TABLE OF CONTENTS

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Page

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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE............................................................ 1

SECTION 1.01 DEFINITIONS...................................................................... 1

SECTION 1.02 OTHER DEFINITIONS................................................................ 10

SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT................................ 11

SECTION 1.04 RULES OF CONSTRUCTION............................................................ 11

ARTICLE II THE NOTES............................................................................................ 12

SECTION 2.01 FORM AND DATING.................................................................. 12

SECTION 2.02 EXECUTION AND AUTHENTICATION..................................................... 12

SECTION 2.03 REGISTRAR, PAYING AGENT AND DEPOSITARY........................................... 13

SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.............................................. 13

SECTION 2.05 HOLDER LISTS..................................................................... 13

SECTION 2.06 TRANSFER AND EXCHANGE............................................................ 14

SECTION 2.07 REPLACEMENT NOTES................................................................ 23

SECTION 2.08 OUTSTANDING NOTES................................................................ 23

SECTION 2.09 INTENTIONALLY OMITTED............................................................ 24

SECTION 2.10 TEMPORARY NOTES.................................................................. 24

SECTION 2.11 CANCELLATION..................................................................... 24

SECTION 2.12 DEFAULTED INTEREST............................................................... 24

SECTION 2.13 CUSIP, ISIN OR COMMON CODE NUMBERS............................................... 25

SECTION 2.14 ISSUANCE OF ADDITIONAL NOTES..................................................... 25

ARTICLE III REDEMPTION.......................................................................................... 26

SECTION 3.01 OPTIONAL REDEMPTION.............................................................. 26

SECTION 3.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE............................................ 27

SECTION 3.03 SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED..................................... 27

SECTION 3.04 NOTICE OF REDEMPTION............................................................. 27

SECTION 3.05 DEPOSIT OF REDEMPTION PRICE...................................................... 28

SECTION 3.06 NOTES PAYABLE ON REDEMPTION DATE................................................. 28

SECTION 3.07 NOTES REDEEMED IN PART........................................................... 28

SECTION 3.08 MANDATORY DISPOSITION OF NOTES PURSUANT TO GAMING LAWS........................... 29

ARTICLE IV COVENANTS............................................................................................ 29

SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST....................................... 29

SECTION 4.02 REPORTS.......................................................................... 29

SECTION 4.03 OFFICER'S CERTIFICATE AS TO COMPLIANCE........................................... 30

SECTION 4.04 MAINTENANCE OF OFFICE OR AGENCY.................................................. 30

SECTION 4.05 MONEY FOR NOTES; PAYMENTS TO BE HELD IN TRUST.................................... 30

SECTION 4.06 CORPORATE EXISTENCE.............................................................. 31

SECTION 4.07 WAIVER OF CERTAIN COVENANTS...................................................... 31

SECTION 4.08 GUARANTEE AND COLLATERAL MATTERS................................................. 32

SECTION 4.09 CONDITIONAL COLLATERAL; GAMING APPROVALS......................................... 33

SECTION 4.10 Limitation on Liens.............................................................. 33

SECTION 4.11 LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.................................... 35

SECTION 4.12 COLLATERAL EVENT AFTER COLLATERAL RELEASE DATE................................... 35

ARTICLE V CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.................................................. 36

SECTION 5.01 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS............................. 36

SECTION 5.02 SUCCESSOR CORPORATION SUBSTITUTED................................................ 36

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ARTICLE VI DEFAULTS AND REMEDIES................................................................................ 37

SECTION 6.01 EVENTS OF DEFAULT................................................................ 37

SECTION 6.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT............................... 38

SECTION 6.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.................. 39

SECTION 6.04 TRUSTEE MAY FILE PROOFS OF CLAIM................................................. 39

SECTION 6.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT SECURITIES................. 40

SECTION 6.06 APPLICATION OF MONEY COLLECTED................................................... 40

SECTION 6.07 LIMITATION ON SUITS.............................................................. 40

SECTION 6.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST........ 41

SECTION 6.09 RESTORATION OF RIGHTS AND REMEDIES............................................... 41

SECTION 6.10 RIGHTS AND REMEDIES CUMULATIVE................................................... 41

SECTION 6.11 DELAY OR OMISSION NOT WAIVER..................................................... 42

SECTION 6.12 CONTROL BY HOLDERS............................................................... 42

SECTION 6.13 WAIVER OF PAST DEFAULTS.......................................................... 42

SECTION 6.14 UNDERTAKING FOR COSTS............................................................ 42

SECTION 6.15 WAIVER OF STAY OR EXTENSION LAWS................................................. 43

SECTION 6.16 DISQUALIFIED HOLDERS............................................................. 43

ARTICLE VII TRUSTEE............................................................................................. 43

SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES.............................................. 43

SECTION 7.02 NOTICE OF DEFAULTS............................................................... 44

SECTION 7.03 CERTAIN RIGHTS OF TRUSTEE........................................................ 44

SECTION 7.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES................................ 45

SECTION 7.05 MAY HOLD NOTES................................................................... 45

SECTION 7.06 MONEY HELD IN TRUST.............................................................. 46

SECTION 7.07 COMPENSATION AND REIMBURSEMENT................................................... 46

SECTION 7.08 DISQUALIFICATION; CONFLICTING INTERESTS.......................................... 46

SECTION 7.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.......................................... 46

SECTION 7.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR................................ 47

SECTION 7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR........................................... 48

SECTION 7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...................... 48

SECTION 7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY................................ 48

SECTION 7.14 APPOINTMENT OF AUTHENTICATING AGENT.............................................. 48

SECTION 7.15 APPOINTMENT OF CO-TRUSTEE........................................................ 49

SECTION 7.16 PAYING AGENT; REGISTRAR.......................................................... 50

SECTION 7.17 REPORTS BY TRUSTEE............................................................... 50

ARTICLE VIII DISCHARGE OF INDENTURE; DEFEASANCE................................................................. 51

SECTION 8.01 SATISFACTION AND DISCHARGE OF INDENTURE.......................................... 51

SECTION 8.02 APPLICATION OF TRUST MONEY....................................................... 52

SECTION 8.03 APPLICABILITY OF ARTICLE......................................................... 52

SECTION 8.04 DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS................. 53

SECTION 8.05 DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST............. 54

SECTION 8.06 REPAYMENT TO COMPANY............................................................. 54

ARTICLE IX SUPPLEMENTAL INDENTURES.............................................................................. 55

SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS............................... 55

SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.................................. 56

SECTION 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES............................................. 56

SECTION 9.04 EFFECT OF SUPPLEMENTAL INDENTURES................................................ 57

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SECTION 9.05 CONFORMITY WITH TRUST INDENTURE ACT.............................................. 57

SECTION 9.06 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.................................... 57

ARTICLE X NOTE GUARANTEES....................................................................................... 57

SECTION 10.01 GUARANTEE........................................................................ 57

SECTION 10.02 EXECUTION AND DELIVERY OF GUARANTEE.............................................. 58

SECTION 10.03 LIMITATION OF SUBSIDIARY GUARANTOR'S LIABILITY................................... 58

SECTION 10.04 CONTRIBUTION..................................................................... 58

SECTION 10.05 RIGHTS UNDER THE GUARANTEE....................................................... 59

SECTION 10.06 PRIMARY OBLIGATIONS.............................................................. 59

SECTION 10.07 WAIVERS.......................................................................... 59

SECTION 10.08 RELEASES......................................................................... 60

SECTION 10.09 NO ELECTION...................................................................... 60

SECTION 10.10 FINANCIAL CONDITION OF THE COMPANY............................................... 60

SECTION 10.11 CONSOLIDATION, MERGER, ETC., ONLY ON CERTAIN TERMS............................... 60

ARTICLE XI COLLATERAL AND SECURITY.............................................................................. 61

SECTION 11.01 EXECUTION OF COLLATERAL DOCUMENTS................................................ 61

SECTION 11.02 COLLATERAL DOCUMENTS............................................................. 61

SECTION 11.03 RECORDING AND OPINIONS........................................................... 62

SECTION 11.04 RELEASE AND SUBORDINATION OF COLLATERAL.......................................... 63

SECTION 11.05 CERTIFICATES OF THE COMPANY...................................................... 64

SECTION 11.06 AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE COLLATERAL

DOCUMENTS........................................................................ 64

SECTION 11.07 AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE COLLATERAL

DOCUMENTS........................................................................ 65

ARTICLE XII MISCELLANEOUS....................................................................................... 65

SECTION 12.01 TRUST INDENTURE ACT CONTROLS..................................................... 65

SECTION 12.02 NOTICES.......................................................................... 65

SECTION 12.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS...................................... 66

SECTION 12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT............................... 66

SECTION 12.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.................................... 66

SECTION 12.06 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR..................................... 66

SECTION 12.07 BUSINESS DAYS.................................................................... 67

SECTION 12.08 GOVERNING LAW.................................................................... 67

SECTION 12.09 NO RECOURSE AGAINST OTHERS....................................................... 67

SECTION 12.10 SUCCESSORS....................................................................... 67

SECTION 12.11 MULTIPLE ORIGINALS............................................................... 67

SECTION 12.12 TABLE OF CONTENTS; HEADINGS...................................................... 67

SECTION 12.13 SEVERABILITY..................................................................... 67

SECTION 12.14 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.................................... 68

SECTION 12.15 NO PARENT LIABILITY.............................................................. 68

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EXHIBITS

EXHIBIT A - FORM OF GLOBAL NOTE

EXHIBIT B - FORM OF CERTIFICATE OF TRANSFER

EXHIBIT C - FORM OF CERTIFICATE OF EXCHANGE

EXHIBIT D - FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

EXHIBIT E - FORM OF GUARANTEE ENDORSEMENT

EXHIBIT F - FORM OF JOINDER

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CROSS-REFERENCE TABLE*

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TIA SECTION INDENTURE SECTION

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310 (a)(1) 7.09

(a)(2) 7.09

(a)(3) N.A.

(a)(4) N.A.

(a)(5) 7.09

(b) 7.08

311 (a) 7.13

(b) 7.13

312 (a) 2.05

(b) 12.03

313 (a) 7.17

(b)(1) 7.17

(b)(2) 7.17

(d) 7.17

314 (a) 4.02

(b) 11.03

(c)(1) 12.04

(c)(2) 12.04

(c)(3) N.A.

(d) 11.04; 11.05

(e) 12.05

(f) N.A.

315 (a) 7.01

(b) 7.02; 12.01

(d) 7.01

(e) 6.14

316 (a)(last sentence) 2.08

(a)(1)(A) 6.12

(a)(1)(B) 6.13

(a)(2) N.A.

(b) 6.08

317 (a)(1) 6.03

(a)(2) 6.04

(b) 2.04

318 (a) 12.01

(b) N.A.

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N.A. means not applicable.

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

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INDENTURE dated as of August 25, 2004, 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 55107-2292.

Each party agrees as follows for the benefit of the other parties and for

the equal and ratable benefit of the Holders of (i) the Company's 6.75% Senior

Notes due 2012 issued on the Closing Date (the "INITIAL NOTES"), (ii) any

Additional Notes (as defined herein) that may be issued on any other Issue Date

and (iii) if and when issued pursuant to the Registration Rights Agreement (as

defined herein), any Exchange Notes (as defined herein) or Private Exchange

Notes (as defined herein) issued in exchange for Initial Notes or Additional

Notes (all such Notes in clauses (i), (ii) and (iii) being referred to

collectively as the "NOTES"):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 DEFINITIONS.

"1998 NOTES" means (i) the Company's 6.95% senior notes due 2005 in the

original aggregate principal amount of $300 million and (ii) the Company's

6.875% senior notes due 2008 in the original aggregate principal amount of $200

million.

"ADDITIONAL INTEREST" has the meaning set forth in the Registration Rights

Agreement.

"ADDITIONAL NOTES" means Notes issued in accordance with Section 2.14.

"AFFILIATE" of any specified Person means any other Person directly or

indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For the purposes of this definition,

"control" (including, with correlative meanings, the terms "controlling,"

"controlled by" and "under common control with") as used with respect to any

Person means the power to direct the management and policies of such Person,

directly or indirectly, whether through the ownership of voting securities, by

agreement or otherwise.

"AGENT" means any Registrar, Paying Agent, co-registrar or additional

paying agent.

"APPLICABLE PROCEDURES" means, with respect to any transfer or exchange of

or for beneficial interests in any Global Note, the rules and procedures of the

Depositary, Euroclear and Clearstream that apply to such transfer or exchange at

the relevant time.

"ATTRIBUTABLE DEBT" with respect to any Sale and Lease-Back Transaction

that is subject to the restrictions under Section 4.11 below, means the present

value of the minimum rental payments called for during the term of the lease

(including any period for which such lease has been extended), determined in

accordance with generally accepted accounting principles, discounted at a rate

that, at the inception of the lease, the lessee would have incurred to borrow

over a similar term the funds necessary to purchase the leased assets.

"AUTHENTICATING AGENT" has the meaning specified in Section 7.14.

"BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar federal, state

or foreign law for the relief of debtors.

"BENEFICIARIES" means the Holders of the Notes and the Trustee.

"BOARD OF DIRECTORS" means, with respect to any Person, the Board of

Directors (or any similar governing body) of such Person, or unless the context

otherwise requires, any authorized committee of the Board of Directors (or such

body) of such Person. Unless otherwise specified, "BOARD OF DIRECTORS" means the

Board of Directors of the Company.

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"BOARD RESOLUTION" means, with respect to the Company, a duly adopted

resolution of the Board of Directors of the Company.

"BROKER-DEALER" means any broker-dealer that receives Exchange Notes for

its own account in any Registered Exchange Offer in exchange for Notes that were

acquired by such broker-dealer as a result of market-making or other trading

activities.

"BUSINESS DAY" means any day which is not a Saturday, a Sunday or a legal

holiday or a day on which banking institutions or trust companies in Nevada or

New York are authorized or obligated by law to close.

"CLEARSTREAM" means Clearstream Banking, societe anonyme, Luxembourg.

"CLOSING DATE" means August 25, 2004.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COLLATERAL" means any assets and interests in assets now owned or

hereafter acquired by the Company or any Subsidiary Guarantor in or upon which a

Lien is granted for the benefit of the Beneficiaries (whether directly or by way

of assignment of a Lien granted to the Company or any Subsidiary Guarantor)

under any of the Collateral Documents; provided that the Liens on assets of MAC,

CORP. will not include a lien on its 50% ownership interest in Marina District

Development Holding Company, LLC, owner of 100% of the ownership interests in

Marina District Development Company, LLC, operator of Borgata.

"COLLATERAL AGENT" means U.S. Bank National Association, in its capacity

as Collateral Agent under the Intercreditor Agreement, or its successor or

replacement pursuant to the Intercreditor Agreement.

"COLLATERAL DOCUMENTS" means, collectively, the documents defined as

Collateral Documents in the Intercreditor Agreement, the Intercreditor

Agreement, and any agreements, documents, or instruments (including UCC

financing statements) required to be executed pursuant to the foregoing and

relating to the Collateral referred to therein, in each case as amended or

modified from time to time.

"COLLATERAL EVENT" means, at any time after a Collateral Release Date when

the 1998 Notes remain outstanding, the occurrence of an event which requires

recollateralization of the 1998 Notes under the indenture governing the 1998

Notes.

"COLLATERAL RELEASE" means a release of all Collateral following a

Collateral Release Date.

"COLLATERAL RELEASE DATE" means any date on which the Company delivers

notice to the Collateral Agent requesting a release of all Liens under the

Collateral Documents which is accompanied by (i) either (A) letters from both

Moody's and Standard & Poor's indicating that both the Credit Facility and the

1998 Notes receive investment grade ratings and that the release of all

Collateral securing the Credit Facility and the 1998 Notes will not result in a

reduction in the ratings of the Credit Facility or the 1998 Notes issued by

either Moody's or Standard & Poor's below the respective ratings in effect as of

the date of issuance of the 1998 Notes or (B) evidence that the 1998 Notes have

been defeased or repaid in full, and (ii) a letter from the Administrative Agent

under the Credit Facility confirming that the Liens securing the Credit Facility

will be released concurrently with the release of the Liens securing the

Existing Senior Notes and the guarantees relating thereto.

"COMMISSION" means the Securities and Exchange Commission or any successor

agency.

"COMPANY" means the Person named as the "Company" in the first paragraph

of this instrument until a successor Person shall have become such pursuant to

the applicable provisions of this Indenture, and thereafter "Company" shall mean

such successor Person.

"COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written

request or order signed in the name of the Company by the Chairman of the Board

of Directors, the President or an Executive or Senior Vice

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President and by the Treasurer, an Assistant Treasurer, the Controller, an

Assistant Controller, the Secretary or an Assistant Secretary of the Company,

and delivered to the Trustee.

"CONDITIONAL COLLATERAL" means the ownership interests of MGM Grand Hotel,

LLC, Mirage Resorts, Incorporated, New York-New York Hotel and Casino, LLC,

Treasure Island Corp., Beau Rivage Resorts, Inc. or certain other licensed

Subsidiaries of the Company unless and until the requisite governmental consents

for a Lien on such ownership interests are obtained.

"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 12.02 or any other office specified by the Trustee from time to time

pursuant to such Section.

"CORPORATION" means a corporation, association, company or business trust.

"CREDIT FACILITY" means, the Third Amended and Restated Loan Agreement,

dated as of November 24, 2003, and as amended on August 11, 2004, among the

Company, as Borrower and Detroit, as Co-Borrower, the Banks, Syndication Agent,

Documentation Agents and Co-Documentation Agents therein named, and Bank of

America, N.A., as Administrative Agent (and their successors and assigns from

time to time party thereto), including any related notes, guarantees, collateral

documents, instruments and agreements executed in connection therewith, in each

case as amended, modified, renewed, extended, refunded, replaced or refinanced

from time to time.

"CREDITOR REPRESENTATIVES" means the creditor representatives named in and

parties to the Intercreditor Agreement with respect to the Existing Senior Notes

and the Credit Facility and, from and after the date of issuance of the Notes,

the Trustee as Creditor Representative for the Holders of the Notes.

"DEFAULT" means any event that, with the passage of time or the giving of

notice or both, would be an Event of Default.

"DEFAULTED INTEREST" has the meaning specified in Section 2.12.

"DEFINITIVE NOTE" means one or more certificated Notes registered in the

name of the Holder thereof, issued in accordance with Section 2.06, and in the

form of Exhibit A hereto.

"DEPOSITARY" means, with respect to the Notes issuable or issued in whole

or in part in global form, the person specified in or pursuant to Section 2.03

as the Depositary with respect to the Notes, until a successor shall have been

appointed and become such pursuant to the applicable provisions of this

Indenture, and thereafter, "DEPOSITARY" means or includes such successor.

"DETROIT" means MGM Grand Detroit, LLC, a Delaware limited liability

company.

"DISTRIBUTION COMPLIANCE PERIOD" means the 40-day Distribution Compliance

Period provided for in Regulation S.

"DISCHARGED" has the meaning specified in Section 8.04.

"DISQUALIFIED HOLDER" has the meaning specified in Section 3.08.

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"DOLLAR" or "$" means a dollar or other equivalent unit in such coin or

currency of the United States that, at the time of payment, is legal tender for

the payment of public and private debts.

"EUROCLEAR" means Euroclear Bank, S.A./N.V., or its successor, as operator

of the Euroclear system.

"EVENT OF DEFAULT" has the meaning specified in Section 6.01.

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

"EXCHANGE OFFER REGISTRATION STATEMENT" means a registration statement in

respect of Exchange Notes prepared pursuant to the Registration Rights

Agreement.

"EXCHANGE NOTES" means, if and when issued pursuant to an Exchange Offer

Registration Statement as provided in the Registration Rights Agreement, Notes

of the Company guaranteed by the Subsidiary Guarantors issued in exchange for

Initial Notes or Additional Notes with terms substantially identical in all

material respects to the Initial Notes or Additional Notes for which such Notes

were exchanged.

"EXCLUDED SUBSIDIARY" means Victoria Partners, Detroit and its

Subsidiaries (including MGM Grand Detroit II, LLC), MGM Insurance Company, a

Vermont corporation, 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 and provided that except for Detroit to the extent it

guarantees 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.

"EXEMPTION" has the meaning specified in Section 11.05.

"EXEMPTION DATE" has the meaning specified in Section 11.05.

"EXISTING SENIOR NOTES" means (i) the 1998 Notes, (ii) the Company's 6.0%

Senior Notes due 2009 in the original aggregate principal amount of $600

million, (iii) the Company's 8.50% Senior Notes due 2010 in the original

aggregate principal amount of $850 million, (iv) the Company's 5.875% Senior

Notes due 2014 in the original aggregate principal amount of $225 million, (v)

the Company 's 5.875% Senior Notes due 2014 in the original aggregate principal

amount of $300 million (including such notes issued in the exchange offer for

the 5.875% Senior Notes due 2014 in the original aggregate principal amount of

$300 million issued in a private placement on March 23, 2004) and (vi) 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 or any similar commission or

agency

<PAGE>

which has, or may at any time after the date of this Indenture have,

jurisdiction over the gaming activities of the Company or a Subsidiary (other

than an Excluded Subsidiary) of the Company or any successor thereto.

"GAMING LAWS" means the gaming laws of a jurisdiction or jurisdictions to

which the Company or a Subsidiary of the Company is, or may at any time after

the date of this Indenture be, subject.

"GAMING LICENSES" means every material license, permit, franchise,

registration or other material approval held by, or issued at any time after the

date of this indenture, to the Company or any of its Subsidiaries authorizing

the Company or any of its Subsidiaries to own, lease, operate or otherwise

conduct or manage gaming in any state or jurisdiction.

"GLOBAL NOTES" means one or more Notes 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.

"GLOBAL NOTE LEGEND" means the legend set forth in Section 2.06(f)(ii),

which is required to be placed on all Global Notes issued under this Indenture.

"GUARANTEE" has the meaning specified in Section 10.01.

"GUARANTEED OBLIGATIONS" has the meaning specified in Section 10.01.

"HOLDER" means the Person in whose name a Note is registered on the

Registrar's books.

"IAI GLOBAL NOTE" means one or more Global Notes bearing the Private

Placement Legend that will be issued in an aggregate principal amount equal to

the aggregate principal amount of Initial Notes that may be resold to

Institutional Accredited Investors on any Issue Date.

"INCUR" means, with respect to any Indebtedness, to incur, create, issue,

assume, guarantee or otherwise become liable for or with respect to, or become

responsible for, the payment of, contingently or otherwise, such Indebtedness;

provided that the accrual of interest shall not be considered an Incurrence of

Indebtedness.

"INDEBTEDNESS" of any Person means (i) any indebtedness of such Person,

contingent or otherwise, in respect of borrowed money (whether or not the

recourse of the lender is to the whole of the assets of such Person or only to a

portion thereof), or evidenced by notes, bonds, debentures or similar

instruments or letters of credit, or representing the balance deferred and

unpaid of the purchase price of any property, including any such indebtedness

Incurred in connection with the acquisition by such person or any of its

Subsidiaries of any other business or entity, if and to the extent such

indebtedness would appear as a liability upon a balance sheet of such Person

prepared in accordance with generally accepted accounting principles, including

for such purpose Obligations under capitalized leases, and (ii) any guarantee,

endorsement (other than for collection or deposit in the ordinary course of

business), discount with recourse, or any agreement (contingent or otherwise) to

purchase, repurchase or otherwise acquire or to supply or advance funds with

respect to, or to become liable with respect to (directly or indirectly) any

indebtedness, obligation, liability or dividend of any Person, but shall not

include indebtedness or amounts owed for compensation to employees, or for goods

or materials purchased, or services utilized, in the ordinary course of business

of such Person. For purposes of this definition of Indebtedness, a "capitalized

lease" shall be deemed to mean a lease of real or personal property which, in

accordance with generally accepted accounting principles, is required to be

capitalized.

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

time.

"INDIRECT PARTICIPANT" means an entity that, with respect to any

Depositary, clears through or maintains a direct or indirect, custodial

relationship with a Participant.

"INITIAL PURCHASERS" means Banc of America Securities LLC and those

parties listed as initial purchasers in the Purchase Agreement.

<PAGE>

"INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an

"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the

Securities Act, who is not also a QIB.

"INTEREST PAYMENT DATE" with respect to any Note means September 1 and

March 1 of each year, commencing March 1, 2005, 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.

"INTERCREDITOR AGREEMENT" means the Collateral Agent and Intercreditor

Agreement dated as of February 13, 2002 and entered into among the Company, the

Subsidiary Guarantors, U.S. Bank, National Association as the Collateral Agent

and the Creditor Representatives named therein (including any subsequent

amendments thereto).

"ISSUE DATE" means, in respect of Initial Notes of any series, the Closing

Date or other date on which Initial Notes of such series are originally issued

under this Indenture.

"JOINT VENTURE" means any partnership, corporation or other entity, in

which up to and including 50% of the partnership interests, outstanding voting

stock or other equity interests is owned, directly or indirectly, by the Company

and/or one or more of its Subsidiaries.

"LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared by

the Company and sent to all Holders of the Notes for use by such Holders in

connection with a Registered Exchange Offer.

"LIEN" means any mortgage, pledge, hypothecation, assignment, deposit,

arrangement, encumbrance, security interest, lien (statutory or otherwise), or

preference, priority or other security or similar agreement or preferential

arrangement of any kind or nature whatsoever (including, without limitation, any

conditional sale or other title retention agreement having substantially the

same economic effect as any of the foregoing).

"MATURITY" when used with respect to any Note means the date on which the

principal of such Note or an installment of principal becomes due and payable as

therein or herein provided, whether at the Stated Maturity or by declaration of

acceleration, call for redemption, repayment or otherwise.

"MATURITY DATE" means September 1, 2012.

"MIRAGE" means Mirage Resorts, Incorporated, a Nevada corporation.

"MIRAGE NOTES" means (i) Mirage's 6.625% notes due 2005 in the original

aggregate principal amount of $200 million, (ii) Mirage's 7.25% notes due 2006

in the original aggregate principal amount of $250 million, (iii) Mirage's 6.75%

notes due 2007 in the original aggregate principal amount of $200 million, (iv)

Mirage's 6.75% notes due 2008 in the original aggregate principal amount of $200

million and (v) Mirage's 7.25% debentures due 2017 in the original aggregate

principal amount of $100 million.

"MOODY'S" means Moody's Investor Service, Inc.

"NEW GUARANTEE" has the meaning specified in the Intercreditor Agreement.

"NON-PRINCIPAL PROPERTY COLLATERAL" means any leased real property parcel

that is not Principal Property and the granting of a Lien over which requires

the consent of the applicable lessor, which consent has not been obtained as of

the Issue Date.

"NON-RECOURSE INDEBTEDNESS" means Indebtedness the terms of which provide

that the lender's claim for repayment of such Indebtedness is limited solely to

a claim against the property which secures such Indebtedness.

"NON-U.S. PERSON" means any Person other than a U.S. Person.

"NOTE REGISTER" means a register (the registers maintained in such office

and in any other office or agency of the Company in a Place of Payment being

herein sometimes collectively referred to as the "Note Register") in

<PAGE>

which, subject to such reasonable regulations as it may prescribe, the Company

shall provide for the registration of Notes and of transfers and exchanges of

Notes which Company shall cause to be kept at the Corporate Trust Office of the

Trustee (or at the appropriate office of any other Registrar appointed

hereunder).

"NOTES" has the meaning stated in the recital of this Indenture and more

particularly means any Notes authenticated and delivered under this Indenture.

From and after the issuance of any Additional Securities (but not for purposes

of determining whether such issuance is permitted hereunder), "SECURITIES" shall

include such Additional Securities for purposes of this Indenture from time to

time issued with respect to any Initial Securities that constitute such

Additional Securities. All Securities, including any such Additional Securities,

shall vote together as one series of Securities under this Indenture.

"NOTES CUSTODIAN" or "CUSTODIAN" means the custodian with respect to any

Global Note (as appointed by the Depositary), or any successor entity thereto

covered in 2.03.

"OBLIGATIONS" means any principal, interest, premium, if any, penalties,

fees, indemnifications, reimbursements, expenses, damages or other liabilities

or amounts payable under the documentation governing or otherwise in respect of

any Indebtedness.

"OFFERING MEMORANDUM" means the offering memorandum dated August 11, 2004

relating to the sale of $550,000,000 aggregate principal amount of Initial

Notes.

"OFFICERS" means any of the following: the Chairman of the Board of

Directors, the President, an Executive or Senior Vice President, the Treasurer,

an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary

or an Assistant Secretary of the Company.

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the

Board of Directors, the President or an Executive or Senior Vice President and

by the Treasurer, an Assistant Treasurer, the Controller, an Assistant

Controller, the Secretary or an Assistant Secretary of the Company and delivered

to the Trustee.

"OPINION OF COUNSEL" means a written opinion of counsel, who may be

counsel to the Company (including an employee of the Company).

"OUTSTANDING NOTES" has the meaning set forth in Section 2.08.

"PARTICIPANT" means, with respect to the Depositary, Euroclear or

Clearstream, a Person who has an account with the Depositary, Euroclear or

Clearstream, respectively (and, with respect to DTC, shall include Euroclear and

Clearstream).

"PAYMENT" means, with respect to the Notes and Guarantees, any payment,

whether in cash or other assets or property, of interest, principal, premium,

Additional Interest or any other amount on, of or in respect of the Notes, any

other acquisition of Notes and any deposit into the trust described in Article

VIII. The verb "pay" has a correlative meaning.

"PERSON" means any individual, corporation, partnership, limited liability

company, joint venture, association, joint stock company, trust, estate,

unincorporated organization or government or any agency or political subdivision

thereof or any other entity.

"PLACE OF PAYMENT" when used with respect to the Notes means the Corporate

Trust Office of the Trustee or such other location as may be established under

Section 4.04.

"PREDECESSOR NOTE" of any particular Note means every previous Note

evidencing all or a portion of the same debt as that evidenced by such

particular Note; and, for the purposes of this definition, any Note

authenticated and delivered under Section 2.07 in lieu of a mutilated, lost,

destroyed or stolen Note shall be deemed to evidence the same debt as the

mutilated, lost, destroyed or stolen Note.

<PAGE>

"PRINCIPAL PROPERTY" means any real estate or other physical facility or

depreciable asset or securities the net book value of which on the date of

determination exceeds the greater of $25 million and 2% of Consolidated Net

Tangible Assets.

"PRIVATE PLACEMENT LEGEND" means the legend set forth in Section

2.06(f)(i) to be placed on all Notes issued under this Indenture except where

specifically stated otherwise by the provisions of this Indenture.

"PURCHASE AGREEMENT" means the Purchase Agreement dated August 11, 2004

for the purchase of $550,000,000 principal amount of Initial Notes among the

Company, the Subsidiary Guarantors and the Initial Purchasers as such agreement

may be amended, modified or supplemented from time to time in accordance with

the terms thereof.

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

"REDEMPTION DATE" means the date fixed for redemption of any Note pursuant

to this Indenture.

"REDEMPTION PRICE" has the meaning specified in Section 3.01.

"REGISTRATION RIGHTS AGREEMENT" means (i) with respect to the Initial

Notes issued on the Closing Date, the Registration Rights Agreement dated August

25, 2004, among the Company, the Subsidiary Guarantors and the Initial

Purchasers, as such agreement may be amended, modified, or supplemented from

time to time in accordance with the terms thereof, and (ii) with respect to any

Additional Notes, one or more registration rights agreements among the Company,

the Subsidiary Guarantors and the other parties thereto, as such agreements may

be amended, modified, or supplemented from time to time in accordance with the

terms thereof, relating to the rights given by the Company to the purchasers of

Additional Notes to register such Additional Notes under the Securities Act.

"REGISTERED EXCHANGE OFFER" means an offer made by the Company pursuant to

an Exchange Offer Registration Statement under the Securities Act to exchange

Exchange Notes for outstanding Initial Notes or Additional Notes substantially

identical in all material respects to such Initial Notes or Additional Notes

(except for the differences provided for therein).

"REGULAR RECORD DATE" for the interest payable on the Notes on any

Interest Payment Date means the February 15 or August 15 (whether or not a

Business Day), as the case may be, immediately preceding such Interest Payment

Date.

"REGULATION S" means Regulation S promulgated under the Securities Act, as

it may be amended from time to time, and any successor provision thereto.

"REGULATION S GLOBAL NOTE" means one or more Global Notes issued in an

aggregate principal amount equal to the aggregate principal amount of the

Initial Notes sold in reliance on Rule 903 of Regulation S on any Issue Date.

"RESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes issued

under this Indenture bearing the Private Placement Legend.

"RESTRICTED GLOBAL NOTE" means one or more Global Notes bearing the

Private Placement Legend, issued under this Indenture; provided, that in no case

shall an Exchange Note issued in accordance with this Indenture and the terms of

any Registration Rights Agreement be a Restricted Global Note.

"RESTRICTED NOTES" means Global Notes and Definitive Notes issued under

this Indenture that bear or are required to bear the Private Placement Legend.

"RULE 144A" means Rule 144A promulgated under the Securities Act, as it

may be amended from time to time, and any successor provision thereto.

<PAGE>

"RULE 144A GLOBAL NOTE" means one or more Global Notes bearing the Private

Placement Legend that will be issued in an aggregate principal amount equal to

the aggregate principal amount of the Initial Notes to be resold by the Initial

Purchasers in reliance on Rule 144A on any Issue Date.

"SALE AND LEASE-BACK TRANSACTION" means any arrangement with a person

(other than the Company or any of its Subsidiaries), or to which any such person

is a party, providing for the leasing to the Company or any of its Subsidiaries

for a period of more than three years of any Principal Property which has been

or is to be sold or transferred by the Company or any of its Subsidiaries to

such person or to any other person (other than the Company or any of its

Subsidiaries), to which funds have been or are to be advanced by such person on

the security of the leased property.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SHELF REGISTRATION STATEMENT" means a shelf registration statement

prepared pursuant to the Registration Rights Agreement in respect of Initial

Notes not previously registered for sale to the public under the Securities Act.

"SIGNIFICANT SUBSIDIARY" means, with respect to any Person, any Subsidiary

of that Person that would be a "significant subsidiary" as defined in Article I,

Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933,

as amended, as such Regulation is in effect on the date hereof.

"SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a

date fixed by the Trustee pursuant to Section 2.12.

"STANDARD &POOR'S" means Standard & Poor's Ratings Group (a division of

McGraw Hill, Inc.).

"STATED MATURITY" when used with respect to any Note or any payment of

principal thereof or premium thereon or interest thereon means the date

specified in such Note or in this Indenture, as the date on which the principal

of such Note or such payment of principal, premium or interest is due and

payable.

"SUBSIDIARY" of any specified Person means any corporation, partnership or

limited liability company of which at least a majority of the outstanding stock

(or other equity interests) having by the terms thereof ordinary voting power

for the election of directors (or the equivalent) of such Person (irrespective

of whether or not at the time stock (or other equity interests) of any other

class or classes of such Person shall have or might have voting power by reason

of the happening of any contingency) is at the time directly or indirectly owned

by such Person, or by one or more other Subsidiaries, or by such Person and one

or more other Subsidiaries.

"SUBSIDIARY GUARANTOR" means (i) each Subsidiary of the Company identified

as a Subsidiary Guarantor on the signature pages hereof and (ii) each other

Subsidiary of the Company that becomes a Subsidiary Guarantor in accordance with

Section 4.08 or by executing a supplemental indenture in which such Subsidiary

agrees to be bound by the terms of this Indenture as a Subsidiary Guarantor,

together with their permitted successors and assigns provided that if the

Guarantee of a Subsidiary Guarantor is withdrawn or cancelled pursuant to

Section 4.08(b), such Person shall no longer be a Subsidiary Guarantor

hereunder.

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections

77aaa-77bbbb) as in effect on the date of this Indenture, except as stated in

Section 9.03.

"TREASURY SECURITIES" mean any obligations issued or guaranteed by the

United States government or any agency thereof.

"TRUSTEE" means the party named as such in this Indenture until a

successor replaces it and, thereafter, means the successor.

"TRUST OFFICER" means, when used with respect to the Trustee or Paying

Agent, any officer within the corporate trust department of the Trustee or

Paying Agent, as applicable, including any vice president, assistant vice

president, assistant secretary, assistant treasurer, trust officer or any other

officer of the Trustee or Paying Agent

<PAGE>

who customarily performs functions similar to those performed by the persons who

at the time shall be such officers, respectively, or to whom any corporate trust

matter is referred because of such person's knowledge of and familiarity with

the particular subject and who shall have direct responsibility for the

administration of this Indenture.

"UNIFORM COMMERCIAL CODE" means the Nevada Uniform Commercial Code as in

effect from time to time.

"UNITED STATES" means the United States of America (including the States

and the District of Columbia), its territories and possessions and other areas

subject to its jurisdiction.

"UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes issued

under this Indenture that do not bear and are not required to bear the Private

Placement Legend.

"UNRESTRICTED GLOBAL NOTE" means one or more Global Notes issued under

this Indenture representing a series of Notes that does not bear and is not

required to bear the Private Placement Legend.

"UNRESTRICTED NOTE" means any Unrestricted Definitive Note or Unrestricted

Global Note.

"U.S. DEPOSITARY" means Depository Trust Company or any other clearing

agency registered under the Securities Exchange Act of 1934, as amended, or any

successor thereto, which shall in either case be the U.S. Depositary designated

in the form of Note attached as Exhibit A hereto until a successor U.S.

Depositary shall have become such pursuant to the applicable provisions of this

Indenture, and thereafter "U.S. Depositary" shall mean or include each Person

who is then a U.S. Depositary hereunder.

"U.S. GOVERNMENT OBLIGATIONS" has the meaning specified in Section 8.04.

"U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the

Securities Act.

"VICE PRESIDENT" includes, with respect to the Company, any Executive or

Senior Vice President and includes, with respect to the Trustee, any Vice

President, whether or not designated by a number or word or words added before

or after the title "Vice President."

SECTION 1.02 OTHER DEFINITIONS.

<TABLE>

TERM DEFINED IN SECTION

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

<S> <C>

"ADJUSTED TREASURY RATE"........................................ 3.01

"AUTHENTICATION ORDER".......................................... 2.02

"COMPARABLE TREASURY ISSUE"..................................... 3.01

"COMPARABLE TREASURY PRICE"..................................... 3.01

"COVENANT DEFEASANCE OPTION".................................... 8.04

"DTC"........................................................... 2.03

"FUNDING GUARANTOR"............................................. 10.04

"INDEPENDENT INVESTMENT BANKER"................................. 3.01

"INITIAL NOTES"................................................. Preamble

"LEGAL DEFEASANCE OPTION"....................................... 8.04

"MD&A".......................................................... 4.02

"NOTICE OF DEFAULT"............................................. 6.01

"PAYING AGENT".................................................. 2.03

"PROTECTED PURCHASER"........................................... 2.07

"PRIVATE EXCHANGE".............................................. 2.06(i)(ii)

"PRIVATE EXCHANGE NOTES"........................................ 2.06(i)(ii)

"REFERENCE TREASURY DEALER"..................................... 3.01

"REFERENCE TREASURY DEALER QUOTATIONS".......................... 3.01

"REGISTRAR"..................................................... 2.03

"REMAINING LIFE"................................................ 3.01

</TABLE>

<PAGE>

<TABLE>

TERM DEFINED IN SECTION

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

<S> <C>

"TRANSACTION DOCUMENTS"......................................... 12.15

</TABLE>

SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

This Indenture is subject to the mandatory provisions of the TIA, which

are incorporated by reference in and made a part of this Indenture. The

following TIA terms have the following meanings:

"indenture securities" means the Notes.

"indenture security holder" means a Holder.

"indenture to be qualified" means this Indenture.

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

"obligor" on the indenture securities means the Company, each Subsidiary

Guarantor and any other obligor on the Notes.

All other TIA terms used in this Indenture that are defined by the TIA,

defined by TIA reference to another statute or defined by Commission rule have

the meanings assigned to them by such definitions.

SECTION 1.04 RULES OF CONSTRUCTION.

Unless the context otherwise requires:

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

(2) an accounting term not otherwise defined has the meaning assigned to

it in accordance with GAAP and all financial calculations and determinations

contemplated by this Indenture shall be made in conformity with GAAP as in

effect as of the Closing Date;

(3) "or" is not exclusive;

(4) "including" means "including without limitation";

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

include the singular;

(6) the principal amount of any noninterest bearing or other discount

security at any date shall be the principal amount thereof that would be shown

on a balance sheet of the Company dated such date prepared in accordance with

GAAP and accretion of principal on such security shall not be deemed to be the

incurrence of Debt;

(7) all references to "principal" of the Notes include redemption price

and purchase price and all references to "interest" on the Notes include

Additional Interest, if any, as well as interest accruing after the commencement

of a proceeding under Title 11, U.S. Code or any similar federal or state law

for the relief of debtors (including post-petition interest), whether or not

allowed or allowable as a claim in any such proceeding;

(8) all exhibits are incorporated by reference herein and expressly made a

part of this Indenture;

(9) all references to articles, sections and exhibits (and subparts

thereof) are to this Indenture; and

(10) all references to statutes or rules (or their subparts) include

replacement or successor provisions.

<PAGE>

ARTICLE II

THE NOTES

SECTION 2.01 FORM AND DATING.

(a) General. The Notes and the Trustee's certificate of authentication

shall be substantially in the form of Exhibit A hereto. The Notes may have

notations, legends or endorsements required by law, stock exchange rule, usage

or this Indenture. Each Note shall be dated the date of its authentication. The

Notes shall be in denominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes shall constitute, and are

hereby expressly made, a part of this Indenture and the Company, any Subsidiary

Guarantors and the Trustee, by their execution and delivery of this Indenture,

expressly agree to such terms and provisions and to be bound thereby. However,

to the extent any provision of any Note conflicts with the express provisions of

this Indenture, the provisions of this Indenture shall govern and be

controlling.

(b) Global Notes. Notes issued in global form shall be substantially in

the form of Exhibit A attached hereto (including the Global Note Legend thereon

and the "Schedule of Exchanges of Interests in the Global Note" attached

thereto). Notes issued in definitive form shall be substantially in the form of

Exhibit A attached hereto (but without the Global Note Legend thereon and

without the "Schedule of Exchanges of Interests in the Global Note" attached

thereto). Each Global Note shall represent such of the outstanding Notes as

shall be specified therein and each shall provide that it shall represent the

aggregate principal amount of outstanding Notes from time to time endorsed

thereon and that the aggregate principal amount of outstanding Notes represented

thereby may from time to time be reduced or increased, as appropriate, to

reflect exchanges, redemptions or transfers of beneficial interests from one

Global Note to another Global Note. Any endorsement of a Global Note to reflect

the amount of any increase or decrease in the aggregate principal amount of

outstanding Notes represented thereby shall be made by the Trustee or the Notes

Custodian, at the direction of the Trustee, in accordance with instructions

given by the Holder or beneficial owner thereof as required by Section 2.06.

Date are being or will be offered and sold by the Initial Purchasers only (i) to

QIBs (in which case they will be evidenced by a Rule 144A Global Note) or (ii)

in reliance on Regulation S under the Securities Act (in which case they will be

evidenced by a Regulation S Global Note). After such initial offers and sales,

Initial Notes that are evidenced by Restricted Global Notes or Restricted

Definitive Notes may also be transferred to Institutional Accredited Investors

(in which case they shall be evidenced by Definitive Notes or by an IAI Global

Note). All Additional Notes issued after the Closing Date shall be issued in

such form, and shall be permitted to be resold, as shall be provided in the

related Officers' Certificate required by Section 2.14.

SECTION 2.02 EXECUTION AND AUTHENTICATION.

The Notes shall be executed on behalf of the Company by its Chairman of

the Board of Directors, its President, one of its Executive or Senior Vice

Presidents or Chief Executive Officers or its Treasurer, and attested by its

Secretary or one of its Assistant Secretaries. The signature of any of these

officers may be manual or facsimile.

If an Officer whose signature is on a Note no longer holds that office at

the time a Note is authenticated, the Note shall nevertheless be valid. A Note

shall not be valid until authenticated by the manual signature of the Trustee.

The signature shall be conclusive evidence that the Note has been authenticated

under this Indenture. The Trustee shall, upon a written order of the Company

signed by an Officer (an "AUTHENTICATION ORDER"), authenticate (i) Initial Notes

for original issuance up to the aggregate principal amount stated in such

Authentication Order in such form as may be provided therein or in this

Indenture, (ii) in accordance with Section 2.06(i)(i), Exchange Notes, (iii) in

accordance with Section 2.06(i)(ii), Private Exchange Notes and (iv) Additional

Notes; provided, that the aggregate principal amount of Notes outstanding at any

time may not exceed $550,000,000, except in accordance with Section 2.14. The

Trustee may appoint an authenticating agent acceptable to the Company to

authenticate Notes. An authenticating agent may authenticate Notes whenever the

Trustee may do so. Each

<PAGE>

reference in this Indenture to authentication by the Trustee includes

authentication by such agent. An authenticating agent has the same rights as an

Agent to deal with Holders or an Affiliate of the Company.

SECTION 2.03 REGISTRAR, PAYING AGENT AND DEPOSITARY.

The Company shall maintain an office or agency in the Borough of

Manhattan, the City of New York, where Notes may be presented for registration

of transfer or for exchange ("REGISTRAR") and an office or agency where Notes

may be presented for payment ("PAYING AGENT"). The Registrar shall keep a

appoint one or more co-registrars and one or more additional paying agents. The

term "Registrar" includes any co-registrar and the term "Paying Agent" includes

any additional paying agent. The Company shall enter into an appropriate agency

agreement with any Registrar, Paying Agent or other Agent not a party to this

Indenture, which shall incorporate the mandatory terms of the TIA not otherwise

excluded hereunder. The Company may change any Paying Agent or Registrar without

notice to any Holder. The Registrar or Paying Agent may resign at any time upon

not less than 10 Business Days' prior written notice to the Company; provided,

however, that the Trustee may resign as Paying Agent or Registrar only if the

Trustee also resigns as Trustee in accordance with Section 7.10.

The Company shall notify the Trustee in writing of the name and address of

any Agent not a party to this Indenture. If the Company fails to appoint or

maintain another entity as Registrar or Paying Agent, the Trustee shall act as

such. The Company or any of its Subsidiaries may act as Paying Agent or

Registrar.

The Company initially appoints The Depository Trust Company ("DTC") to act

as Depositary with respect to the Global Notes. The Company initially appoints

the Trustee to act as the Registrar and Paying Agent and to act as Notes

Custodian with respect to the Global Notes.

SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

Prior to 10:00 a.m. on each due date of the principal and interest on any

Note, the Company shall deposit with the Paying Agent (or if the Company or a

Subsidiary is acting as Paying Agent, segregate and hold in trust for the

benefit of the Persons entitled thereto) by wire transfer a sum sufficient to

pay such principal and interest when so becoming due. The Company shall require

each Paying Agent other than the Trustee to agree in writing that the Paying

Agent shall hold in trust for the benefit of Holders or the Trustee all money

held by the Paying Agent for the payment of principal, premium or interest on

the Notes, and shall notify the Trustee in writing of any default by the Company

in making any such payment. While any such default continues, the Trustee may

require a Paying Agent, and in such event any such Paying Agent shall have the

obligation, to pay all money held by it to the Trustee. The Company at any time

may require a Paying Agent to pay all money held by it to the Trustee. Upon

payment over to the Trustee, the Paying Agent (if other than the Company or a

Subsidiary) shall have no further liability for such money. If the Company or a

Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust

fund for the benefit of the Holders all money held by it as Paying Agent. Upon

any bankruptcy or reorganization proceedings relating to the Company, the

Trustee shall serve as Paying Agent for the Notes.

Any money deposited with any Paying Agent, or then held by the Company or

a domestic Subsidiary in trust for the payment of principal or interest on any

Note and remaining unclaimed for two years after such principal and interest has

become due and payable shall be paid to the Company at its request, or, if then

held by the Company or a domestic Subsidiary, shall be discharged from such

trust; and the Holders shall thereafter, as general unsecured creditors, look

only to the Company for payment thereof, and all liability of the Paying Agent

with respect to such money, and all liability of the Company or such permitted

Subsidiary as trustee thereof, shall thereupon cease.

SECTION 2.05 HOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably

practicable the most recent list available to it of the names and addresses of

all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee

is not the Registrar, the Company shall furnish, or shall cause the Registrar

(if other than the Company) to furnish, to the Trustee at least seven Business

Days before each interest payment date and at such other times as the Trustee

may

<PAGE>

request in writing, a list in such form and as of such date as the Trustee may

reasonably require of the names and addresses of the Holders of Notes and, to

the extent applicable, the Company shall otherwise comply with TIA Section

312(a).

SECTION 2.06 TRANSFER AND EXCHANGE.

(a) Transfer and Exchange of Global Notes. A Global Note may not be

transferred as a whole except by the Depositary to a nominee of the Depositary,

by a nominee of the Depositary to the Depositary or to another nominee of the

Depositary, or by the Depositary or any such nominee to a successor Depositary

or a nominee of such successor Depositary. All Global Notes shall be exchanged

by the Company for Definitive Notes if (i) the Company notifies the Trustee in

writing that the Depositary is no longer willing or able to act as a depositary

or ceases to be registered as a clearing agency under the Exchange Act and a

successor Depositary is not appointed within 90 days of such notice or cessation

or (ii) the Company in its sole discretion determines that the Global Notes (in

whole but not in part) should be exchanged for Definitive Notes and delivers a

written notice to such effect to the Trustee. Upon the occurrence of any of the

preceding events in (i) or (ii) above, Definitive Notes shall be issued in such

names as the Depositary shall instruct the Trustee. Global Notes also may be

exchanged or replaced, in whole or in part, as provided in Sections 2.07 and

2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a

Global Note or any portion thereof, pursuant to this Section 2.06 or Section

2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be,

a Global Note. A Global Note may not be exchanged for another Note other than as

provided in this Section 2.06(a); however, beneficial interests in a Global Note

may be transferred and exchanged as provided in Section 2.06(b) or (c).

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The

transfer and exchange of beneficial interests in the Global Notes shall be

effected through the Depositary, in accordance with the provisions of this

Indenture and the Applicable Procedures. Beneficial interests in the Restricted

Global Notes shall be subject to restrictions on transfer comparable to those

set forth herein to the extent required in order for the Company to comply with

the Securities Act. Transfers and exchanges of beneficial interests in the

Global Notes also shall require compliance with either subparagraph (i) or (ii)

below, as applicable, as well as one or more of the other following

subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note;

Transfers of Beneficial Interests in Unrestricted Global Notes for Interests in

Other Unrestricted Global Notes. Beneficial interests in any Restricted Global

Note may be transferred to Persons who take delivery thereof in the form of a

beneficial interest in the same Restricted Global Note in accordance with the

transfer restrictions set forth in the Private Placement Legend; provided,

however, that prior to the expiration of the Distribution Compliance Period,

transfers of beneficial interests in a Regulation S Global Note may not be made

to a U.S. Person or for the account or benefit of a U.S. Person (other than an

Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be

transferred to Persons who take delivery thereof in the form of a beneficial

interest in the same or any other Unrestricted Global Note. No written orders or

instructions shall be required to be delivered to the Registrar to effect the

transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in

Global Notes. In connection with all transfers and exchanges of beneficial

interests that are not subject to Section 2.06(b)(i), the transferor of such

beneficial interest must deliver to the Registrar either (A) (1) an order from a

Participant or an Indirect Participant given to the Depositary in accordance

with the Applicable Procedures directing the Depositary to credit or cause to be

credited a beneficial interest in another Global Note in an amount equal to the

beneficial interest to be transferred or exchanged and (2) instructions given in

accordance with the Applicable Procedures containing information regarding the

Participant account to be credited with such increase or (B) (1) an order from a

Participant or an Indirect Participant given to the Depositary in accordance

with the Applicable Procedures directing the Depositary to cause to be issued a

Definitive Note in an amount equal to the beneficial interest to be transferred

or exchanged and (2) instructions given by the Depositary to the Registrar

containing information regarding the Person in whose name such Definitive Note

shall be registered to effect the transfer or exchange referred to in (B)(1)

above. Upon consummation of a Registered Exchange Offer by the Company, the

requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied

upon receipt by the Registrar of the instructions contained in the Letter of

Transmittal delivered by the Holder of such beneficial interests in the

Restricted Global Notes and the other documents contemplated by the Registered

Exchange Offer. Upon satisfaction of all of the requirements for transfer

<PAGE>

or exchange of beneficial interests in Global Notes contained in this Indenture

and the Notes or otherwise applicable under the Securities Act, the Trustee or

Notes Custodian shall adjust the principal amount of the relevant Global Note(s)

pursuant to Section 2.06(g).

(iii) Transfer of Beneficial Interests to Another Restricted Global

Note. A beneficial interest in any Restricted Global Note may be transferred to

a Person who takes delivery thereof in the form of a beneficial interest in

another Restricted Global Note if the transfer complies with the requirements of

Section 2.06(b)(ii) and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a

beneficial interest in the Rule 144A Global Note, then the transferor must

deliver a certificate in the form of Exhibit B hereto, including the

certifications in item (1) thereof;

(B) if the transferee will take delivery in the form of a

beneficial interest in the Regulation S Global Note, then the transferor must

deliver a certificate in the form of Exhibit B hereto, including the

certifications in item (2) thereof;

beneficial interest in the IAI Global Note, then the transferor must deliver a

certificate in the form of Exhibit B hereto, including the certifications and

certificates (including the certificate in the form of Exhibit D hereto) in item

(3) thereof, if applicable; or

(D) if such beneficial interest is being transferred to the

Company or any of its Subsidiaries, a certificate to the effect set forth in

Exhibit B hereto, including the certifications in item (3)(a) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted

Global Note for Beneficial Interests in an Unrestricted Global Note. A

beneficial interest in any Restricted Global Note may be exchanged for a

beneficial interest in an Unrestricted Global Note or transferred to a Person

who takes delivery thereof in the form of a beneficial interest in an

Unrestricted Global Note if the exchange or transfer complies with the

requirements of Section 2.06(b)(ii) and:

(A) such exchange or transfer is effected pursuant to the

Registered Exchange Offer in accordance with the Registration Rights Agreement

and the Holder of the beneficial interest to be transferred, in the case of an

exchange, or the transferee, in the case of a transfer, certifies in the

applicable Letter of Transmittal that (1) it is not a Broker-Dealer, (2) it is

not an affiliate of the Company within the meaning of Rule 405 under the

Securities Act, (3) any Exchange Notes received by it will be acquired in the

ordinary course of business, (4) it is not engaged in, and does not intend to

engage in, the distribution of the Exchange Notes and (5) it has no arrangements

or understanding with any Person to participate in the distribution of the

Exchange Notes;

(B) such transfer is effected pursuant to a Shelf Registration

Statement in accordance with the Registration Rights Agreement and the Registrar

receives a certificate from such Holder to such effect;

the Exchange Offer Registration Statement in accordance with the Registration

Rights Agreement; or

(D) the Registrar receives the following: (1) if the Holder of

such beneficial interest in a Restricted Global Note proposes to exchange such

beneficial interest for a beneficial interest in an Unrestricted Global Note, a

certificate from such Holder in the form of Exhibit C hereto, including the

certifications in item (1)(a) thereof; or (2) if the Holder of such beneficial

interest in a Restricted Global Note proposes to transfer such beneficial

interest to a Person who shall take delivery thereof in the form of a beneficial

interest in an Unrestricted Global Note, a certificate from such Holder in the

form of Exhibit B hereto, including the certifications in item (4) thereof; and,

in each such case set forth in this subparagraph (D) (except in the case of a

transfer contemplated by item (4)(a) or (d) of Exhibit B or by item (4)(b) of

Exhibit B in the case of any transfer after the Distribution Compliance Period),

an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to

the Registrar and the Company to the effect that such exchange or transfer is in

compliance with the Securities Act and that the

<PAGE>

restrictions on transfer contained herein and in the Private Placement Legend

are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above

at a time when an Unrestricted Global Note has not yet been issued, the Company

shall issue and, upon receipt of an Authentication Order in accordance with

Section 2.02, the Trustee shall authenticate one or more Unrestricted Global

Notes in an aggregate principal amount equal to the aggregate principal amount

of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or

transferred to Persons who take delivery thereof in the form of, a beneficial

interest in a Restricted Global Note.

(i) Beneficial Interests in Restricted Global Notes to Restricted

Definitive Notes. If any Holder of a beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for a Restricted Definitive

Note or to transfer such beneficial interest to a Person who takes delivery

thereof in the form of a Restricted Definitive Note, then, upon receipt by the

Registrar of the following documentation:

(A) if the Holder of such beneficial interest in a Restricted

Global Note proposes to exchange such beneficial interest for a Restricted

Definitive Note, a certificate from such Holder in the form of Exhibit C hereto,

including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB

in accordance with Rule 144A under the Securities Act, a certificate from such

Holder to the effect set forth in Exhibit B hereto, including the certifications

in item (1) thereof;

Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule

904 under the Securities Act, a certificate from such Holder to the effect set

forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred to an

Institutional Accredited Investor in reliance on an exemption from the

registration requirements of the Securities Act other than those listed in

subparagraphs (B) through (C) above, a certificate from such Holder to the

effect set forth in Exhibit B hereto, including the certifications required by

item (3)(b) thereof, if applicable;

(E) if such beneficial interest is being transferred to the

Company or any of its Subsidiaries, a certificate to the effect set forth in

Exhibit B hereto, including the certifications in item (3)(a) thereof; the

Trustee shall cause the aggregate principal amount of the applicable Restricted

Global Note to be reduced accordingly pursuant to Section 2.06(g), and the

Company shall execute and, upon receipt of an Authentication Order pursuant to

Section 2.02, the Trustee shall authenticate and deliver to the Person

designated in the instructions a Restricted Definitive Note in the appropriate

principal amount. Any Restricted Definitive Note issued in exchange for a

beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)

shall be registered in such name or names and in such authorized denomination or

denominations as the Holder of such beneficial interest shall instruct the

Registrar through instructions from the Depositary and the Participant or

Indirect Participant. The Trustee shall deliver such Restricted Definitive Notes

to the Persons in whose names such Notes are so registered. Any Restricted

Definitive Note issued in exchange for a beneficial interest in a Restricted

Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement

Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Restricted Global Notes to Unrestricted

Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note

may exchange such beneficial interest for an Unrestricted Definitive Note or may

transfer such beneficial interest to a Person who takes delivery thereof in the

form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to the

Registered Exchange Offer in accordance with the Registration Rights Agreement

and the Holder of such beneficial interest, in the case of an

<PAGE>

exchange, or the transferee, in the case of a transfer, certifies in the

applicable Letter of Transmittal that (1) it is not a Broker-Dealer, (2) it is

not an affiliate of the Company within the meaning of Rule 405 under the

Securities Act, (3) any Exchange Notes received by it will be acquired in the

ordinary course of business, (4) it is not engaged in, and does not intend to

engage in, the distribution of the Exchange Notes and (5) it has no arrangements

or understanding with any Person to participate in the distribution of the

Exchange Notes;

(B) such transfer is effected pursuant to a Shelf Registration

Statement in accordance with the Registration Rights Agreement and the Registrar

receives a certificate from such Holder to such effect;

the Exchange Offer Registration Statement in accordance with the Registration

Rights Agreement; or

(D) the Registrar receives the following: (1) if the Holder of

such beneficial interest in a Restricted Global Note proposes to exchange such

beneficial interest for a Definitive Note that does not bear the Private

Placement Legend, a certificate from such Holder in the form of Exhibit C

hereto, including the certifications in item (1)(b) thereof; or (2) if the

Holder of such beneficial interest in a Restricted Global Note proposes to

transfer such beneficial interest to a Person who shall take delivery thereof in

the form of a Definitive Note that does not bear the Private Placement Legend, a

certificate from such Holder in the form of Exhibit B hereto, including the

certifications in item (4) thereof; and, in each such case set forth in this

subparagraph (D) (except in the case of a transfer contemplated by item (4)(a)

or (d) of Exhibit B or by item (4)(b) of Exhibit B in the case of any transfer

after the Distribution Compliance Period), an Opinion of Counsel in form, and

from legal counsel, reasonably acceptable to the Registrar and the Company to

the effect that such exchange or transfer is in compliance with the Securities

Act and that the restrictions on transfer contained herein and in the Private

Placement Legend are no longer required in order to maintain compliance with the

Securities Act.

(iii) Beneficial Interests in Unrestricted Global Notes to

Unrestricted Definitive Notes. If any Holder of a beneficial interest in an

Unrestricted Global Note proposes to exchange such beneficial interest for an

Unrestricted Definitive Note or to transfer such beneficial interest to a Person

who takes delivery thereof in the form of an Unrestricted Definitive Note, then,

upon satisfaction of the conditions set forth in Section 2.06(b)(ii), the

Trustee shall cause the aggregate principal amount of the applicable

Unrestricted Global Note to be reduced accordingly pursuant to Section 2.06(g),

and the Company shall execute and, upon receipt of an Authentication Order

pursuant to Section 2.02, the Trustee shall authenticate and deliver to the

Person designated in the instructions an Unrestricted Definitive Note in the

appropriate principal amount. Any Unrestricted Definitive Note issued in

exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall

be registered in such name or names and in such authorized denomination or

denominations as the Holder of such beneficial interest shall instruct the

Registrar through instructions from the Depositary and the Participant or

Indirect Participant. The Trustee shall deliver such Unrestricted Definitive

Notes to the Persons in whose names such Notes are so registered. Any

Unrestricted Definitive Note issued in exchange for a beneficial interest in an

Unrestricted Global Note pursuant to this Section 2.06(c)(iii) shall not bear

the Private Placement Legend.

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

Global Notes.

(i) Restricted Definitive Notes to Beneficial Interests in

Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes

to exchange such Note for a beneficial interest in a Restricted Global Note or

to transfer such Restricted Definitive Notes to a Person who takes delivery

thereof in the form of a beneficial interest in a Restricted Global Note, then,

upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes

to exchange such Note for a beneficial interest in a Restricted Global Note, a

certificate from such Holder in the form of Exhibit C hereto, including the

certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to

a QIB in accordance with Rule 144A under the Securities Act, a certificate from

such Holder to the effect set forth in Exhibit B hereto, including the

certifications in item (1) thereof;

<PAGE>

a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule

904 under the Securities Act, a certificate from such Holder to the effect set

forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred to

an Institutional Accredited Investor in reliance on an exemption from the

registration requirements of the Securities Act other than those listed in

subparagraphs (B) through (C) above, a certificate from such Holder to the

effect set forth in Exhibit B, including the certifications required by item

3(b) thereof; or

(E) if such Restricted Definitive Note is being transferred to

the Company or any of its Subsidiaries, a certificate to the effect set forth in

Exhibit B hereto, including the certifications in item (3)(a) thereof;

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be

increased the aggregate principal amount of, in the case of clause (A), the

appropriate Restricted Global Note, in the case of clause (B) above, the Rule

144A Global Note, in the case of clause (C) above, the Regulation S Global Note,

and in all other cases, the IAI Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in

Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange

such Note for a beneficial interest in an Unrestricted Global Note or transfer

such Restricted Definitive Note to a Person who takes delivery thereof in the

form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the

Registered Exchange Offer in accordance with the Registration Rights Agreement

and the Holder, in the case of an exchange, or the transferee, in the case of a

transfer, certifies in the applicable Letter of Transmittal that (1) it is not a

Broker-Dealer, (2) it is not an affiliate of the Company within the meaning of

Rule 405 under the Securities Act, (3) any beneficial interests in Exchange

Notes received by it will be acquired in the ordinary course of business, (4) it

is not engaged in, and does not intend to engage in, the distribution of

beneficial interests in the Exchange Notes and (5) it has no arrangements or

understanding with any Person to participate in the distribution of beneficial

interests in the Exchange Notes;

(B) such transfer is effected pursuant to the Shelf

Registration Statement in accordance with the Registration Rights Agreement and

the Registrar receives a certificate from such Holder to such effect;

the Exchange Offer Registration Statement in accordance with the Registration

Rights Agreement; or

(D) the Registrar receives the following: (1) if the Holder of

such Restricted Definitive Notes proposes to exchange such Notes for a

beneficial interest in the Unrestricted Global Note, a certificate from such

Holder in the form of Exhibit C hereto, including the certifications in item

(1)(c) thereof; or (2) if the Holder of such Restricted Definitive Notes

proposes to transfer such Notes to a Person who shall take delivery thereof in

the form of a beneficial interest in the Unrestricted Global Note, a certificate

from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof; and, in each such case set forth in this subparagraph (D)

(except in the case of a transfer contemplated by item (4)(a) or (d) of Exhibit

B or by item (4)(b) of Exhibit B in the case of any transfer after the

Distribution Compliance Period), an Opinion of Counsel, in form and from legal

counsel reasonably acceptable to the Registrar and the Company to the effect

that such exchange or transfer is in compliance with the Securities Act and that

the restrictions on transfer contained herein and in the Private Placement

Legend are no longer required in order to maintain compliance with the

Securities Act. Upon satisfaction of the conditions of any of the subparagraphs

in this Section 2.06(d)(ii), the Trustee shall cancel the Restricted Definitive

Notes so transferred or exchanged and increase or cause to be increased the

aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in

Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may

exchange such Note for a beneficial interest in an Unrestricted

<PAGE>

Global Note or transfer such Definitive Notes to a Person who takes delivery

thereof in the form of a beneficial interest in an Unrestricted Global Note at

any time. Upon receipt of a request for such an exchange or transfer, the

Trustee shall cancel the applicable Unrestricted Definitive Note and increase or

cause to be increased the aggregate principal amount of one of the Unrestricted

Global Notes.

(iv) Issuance of Unrestricted Global Notes. If any such exchange or

transfer from a Definitive Note to a beneficial interest in a Global Note is

effected pursuant to subparagraphs (ii)(A), (ii)(B) or (iii) of this Section

2.06(d) at a time when an Unrestricted Global Note has not yet been issued, the

Company shall issue and, upon receipt of an Authentication Order in accordance

with Section 2.02, the Trustee shall authenticate one or more Unrestricted

Global Notes in an aggregate principal amount equal to the principal amount of

Definitive Notes so exchanged or transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon

request by a Holder of Definitive Notes and such Holder's compliance with the

provisions of this Section 2.06(e), the Registrar shall register the transfer or

exchange of Definitive Notes. Prior to such registration of transfer or

exchange, the requesting Holder shall present or surrender to the Registrar the

Definitive Notes duly endorsed or accompanied by a written instruction of

transfer in form satisfactory to the Registrar duly executed by such Holder or

by its attorney, duly authorized in writing. In addition, the requesting Holder

shall provide any additional certifications, documents and information, as

applicable, required pursuant to the following provisions of this Section

2.06(e).

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any

Restricted Definitive Note may be transferred to and registered in the name of

Persons who take delivery thereof in the form of a Restricted Definitive Note if

the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A under

the Securities Act, then the transferor must deliver a certificate in the form

of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule

904, then the transferor must deliver a certificate in the form of Exhibit B

hereto, including the certifications in item (2) thereof;

an Institutional Accredited Investor in reliance on an exemption from the

registration requirements of the Securities Act other than those listed in

subparagraphs (A) and (B) above, then the transferor must deliver a certificate

in the form of Exhibit B hereto, including the certifications required by item

(3)(b) thereof, if applicable; or

(D) if such Restricted Definitive Note is being transferred to

the Company or any of its Subsidiaries, a certificate to the effect set forth in

Exhibit B hereto, including the certifications in item (3)(a) thereof;

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes.

Any Restricted Definitive Note may be exchanged by the Holder thereof for an

Unrestricted Definitive Note or transferred to a Person or Persons who take

delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the

Registered Exchange Offer in accordance with the Registration Rights Agreement

and the Holder, in the case of an exchange, or the transferee, in the case of a

transfer, certifies in the applicable Letter of Transmittal that (1) it is not a

Broker-Dealer, (2) it is not an affiliate of the Company within the meaning of

Rule 405 under the Securities Act, (3) any Exchange Notes received by it will be

acquired in the ordinary course of business, (4) it is not engaged in, and does

not intend to engage in, the distribution of the Exchange Notes and (5) it has

no arrangements or understanding with any Person to participate in the

distribution of the Exchange Notes;

(B) any such transfer is effected pursuant to a Shelf

Registration Statement in accordance with the Registration Rights Agreement and

the Registrar receives a certificate from such Holder to such effect;

<PAGE>

the Exchange Offer Registration Statement in accordance with the Registration

Rights Agreement; or

(D) the Registrar receives the following: (1) if the Holder of

such Restricted Definitive Notes proposes to exchange such Notes for an

Unrestricted Definitive Note, a certificate from such Holder in the form of

Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if

the Holder of such Restricted Definitive Notes proposes to transfer such Notes

to a Person who shall take delivery thereof in the form of an Unrestricted

Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,

including the certifications in item (4) thereof; and, in each such case set

forth in this subparagraph (D) (except in the case of a transfer contemplated by

item (4)(a) or (d) of Exhibit B or by item (4)(b) of Exhibit B in the case of

any transfer after the Distribution Compliance Period), an Opinion of Counsel in

form, and from legal counsel, reasonably acceptable to the Registrar and the

Company to the effect that such exchange or transfer is in compliance with the

Securities Act and that the restrictions on transfer contained herein and in the

Private Placement Legend are no longer required in order to maintain compliance

with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive

Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a

Person who takes delivery thereof in the form of an Unrestricted Definitive

Note. Upon receipt of a request to register such a transfer, the Registrar shall

Holder thereof.

(f) Legends. The following legends shall appear on the face of all Global

Notes and Definitive Notes issued under this Indenture unless specifically

stated otherwise in the applicable provisions of this Indenture.

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global

Note and each Definitive Note (and all Notes issued in exchange therefor or

substitution thereof) shall bear the legend in substantially the following form:

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED

IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES

SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY

EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE

ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH

PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER

MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE

SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER. ACCORDINGLY,

NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,

SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR

THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT

SENTENCE. BY ITS ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE HOLDER

OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY OF THE

SECURITY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED

ONLY (1)(a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES

IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES

ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED

INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b)

OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904

OF REGULATION S UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE

REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL

"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) or (7) OF THE

SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED

LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN

BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN

AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL

ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE

SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE

<PAGE>

SECURITIES ACT PROVIDED THAT THE COMPANY SHALL HAVE THE RIGHT PRIOR TO ANY SUCH

OFFER, RESALE, ASSIGNMENT, PLEDGE OR TRANSFER PURSUANT TO THIS CLAUSE (e) ABOVE

TO REQUIRE THE DELIVERY OF AN OPINION (IN FORM AND SUBSTANCE SATISFACTORY TO THE

COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, CERTIFICATION AND/OR OTHER

INFORMATION SATISFACTORY TO THE COMPANY, (2) TO THE COMPANY OR (3) PURSUANT TO

AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE,

IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED

STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL, AND EACH

SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY

EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE."

(B) Notwithstanding the foregoing, any Global Note or

Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),

(d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes

issued in exchange therefor or substitution thereof) shall not bear the Private

Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in

substantially the following form (unless otherwise specified by the Depositary):

"THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A

NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE

REGISTERED, AND NO TRANSFER OF THE NOTE IN WHOLE OR IN PART MAY BE REGISTERED,

IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT

IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE."

(g) Cancellation and/or Adjustment of Global Notes. At such time as all

beneficial interests in a particular Global Note have been exchanged for

Definitive Notes or a particular Global Note has been redeemed, repurchased or

cancelled in whole and not in part, each such Global Note shall be returned to

or retained and cancelled by the Trustee in accordance with Section 2.11. At any

time prior to such cancellation, if any beneficial interest in a Global Note is

exchanged for or transferred to a Person who will take delivery thereof in the

form of a beneficial interest in another Global Note or for Definitive Notes,

the principal amount of Notes represented by such Global Note shall be reduced

accordingly and an endorsement shall be made on such Global Note by the Trustee

or by the Depositary at the direction of the Trustee to reflect such reduction;

and if the beneficial interest is being exchanged for or transferred to a Person

who will take delivery thereof in the form of a beneficial interest in another

Global Note, the principal amount of Notes represented by such other Global Note

shall be increased accordingly and an endorsement shall be made on such Global

Note by the Trustee or by the Depositary at the direction of the Trustee to

reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(i) The Notes shall be transferable only upon the surrender of a

Note for registration of transfer and in compliance with this Section 2.06. When

a Note is presented to the Registrar with a request to register a transfer, the

Registrar shall register the transfer as requested if the requirements of

Section 8-401 of the Uniform Commercial Code and this Section 2.06 are met. When

Notes are presented to the Registrar with a request to exchange them for an

equal principal amount of Notes of other denominations, the Registrar shall make

the exchange as requested if the same requirements are met.

(ii) To permit registrations of transfers and exchanges, the Company

shall execute and the Trustee shall authenticate Global Notes and Definitive

Notes upon receipt of an Authentication Order.

(iii) No service charge shall be made to a Holder of a beneficial

interest in a Global Note or to a Holder of a Definitive Note for any

registration of transfer or exchange, but the Company may require payment of a

sum sufficient to cover any transfer tax or similar governmental charge payable

in connection therewith (other than any such transfer taxes or similar

governmental charge payable upon exchange or transfer pursuant to Sections 2.10,

3.07 and 9.06).

<PAGE>

(iv) The Registrar shall retain copies of all certificates, Opinions

of Counsel, notices and other written communications received pursuant to this

Section 2.06. The Company shall have the right to inspect and make copies of all

such certificates, Opinions of Counsel, notices or other written communications

at any reasonable time upon the giving of reasonable written notice to the

Registrar.

(v) All Global Notes and Definitive Notes issued upon any

registration of transfer or exchange of Global Notes or Definitive Notes shall

be the valid obligations of the Company, evidencing the same indebtedness, and

entitled to the same benefits under this Indenture, as the Global Notes or

Definitive Notes surrendered upon such registration of transfer or exchange.

(vi) The Company, Trustee and Registrar shall not be required (A) to

issue, to register the transfer of or to exchange any Notes during a period

beginning at the opening of business 15 days before the day of any selection of

Notes for redemption under Section 3.02 and ending at the close of business on

the day of selection, (B) to register the transfer of or to exchange any Note so

selected for redemption in whole or in part, except the unredeemed portion of

any Note being redeemed in part or (C) to register the transfer of or to

exchange a Note between a record date and the next succeeding interest payment

date.

(vii) Prior to due presentment for the registration of a transfer of

any Note, the Trustee, any Agent and the Company may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the

purpose of receiving payment of principal of, premium, if any, and interest on

such Notes, payment of the redemption price of the Notes and for all other

purposes, and none of the Trustee, any Agent or the Company shall be affected by

notice to the contrary.

(viii) The Trustee shall authenticate Global Notes and Definitive

Notes in accordance with the provisions of Section 2.02.

(ix) All certifications, certificates and Opinions of Counsel

required to be submitted to the Registrar pursuant to this Section 2.06 to

effect a registration of transfer or exchange may be submitted by facsimile,

with an original of such document to be sent promptly thereafter.

(x) Notwithstanding anything herein to the contrary, as to any

certifications and certificates delivered to the Registrar pursuant to this

Section 2.06, the Registrar's duties shall be limited to confirming that any

such certifications and certificates delivered to it are in the form of Exhibits

B, C and D attached hereto. The Registrar shall not be responsible for

confirming the truth or accuracy of representations made in any such

certifications or certificates.

(i) Exchange Offer; Private Exchange.

(i) Promptly after the expiration of the Registered Exchange Offer

in accordance with the Registration Rights Agreement, the Company shall issue

and, upon receipt of an Authentication Order in accordance with Section 2.02,

the Trustee shall authenticate (A) one or more Unrestricted Global Notes in an

aggregate principal amount equal to the sum of (1) the principal amount of the

beneficial interests in the Restricted Global Notes validly tendered for

acceptance by Persons that certify in the applicable Letters of Transmittal that

they are entitled to participate under the Registered Exchange Offer pursuant to

the terms thereof, and accepted for exchange in the Registered Exchange Offer,

and (2) the principal amount of Definitive Securities exchanged or transferred

for beneficial interests in Unrestricted Global Securities in connection with

the Registered Exchange Offer pursuant to Section 2.06(d)(ii), and (B)

Unrestricted Definitive Notes in an aggregate principal amount equal to the

principal amount of the Restricted Definitive Notes accepted for exchange in the

Registered Exchange Offer (other than Definitive Notes described in clause

(A)(2) immediately above). Concurrently with the issuance of such Notes, the

Trustee shall cause the aggregate principal amount of the applicable Restricted

Global Notes to be reduced accordingly, and the Company shall execute and, upon

receipt of an Authentication Order pursuant to Section 2.02, the Trustee shall

authenticate and deliver to the Persons designated by the Holders of Definitive

Notes so accepted Definitive Notes in the appropriate principal amount.

<PAGE>

(ii) If, upon consummation of a Registered Exchange Offer, any

Initial Purchasers hold Initial Notes (or beneficial interests therein) acquired

by them as part of the initial distribution, simultaneously with the delivery of

the Exchange Notes pursuant to the Registered Exchange Offer, upon the written

request of such Initial Purchasers, the Company shall issue and, upon receipt of

an Authentication Order in accordance with Section 2.02, the Trustee shall

authenticate, in exchange (a "PRIVATE EXCHANGE") for the Initial Notes held by

such Initial Purchasers, (A) one or more Restricted Global Notes in an aggregate

principal amount equal to the sum of (1) the principal amount of the beneficial

interests in the Restricted Global Notes validly tendered for acceptance by such

Initial Purchasers and (2) the principal amount of Restricted Definitive Notes

being exchanged or transferred by such Initial Purchasers for beneficial

interests in Restricted Global Notes in connection therewith pursuant to Section

2.06(d)(i) and (B) Restricted Definitive Notes in an aggregate principal amount

equal to the aggregate principal amount of the Restricted Definitive Notes

tendered for exchange by such Initial Purchasers (other than Definitive Notes

described in clause (A)(2) immediately above) (collectively, the "PRIVATE

EXCHANGE NOTES"). Concurrently with the issuance of such Private Exchange Notes,

the Trustee shall cause the aggregate principal amount of the applicable

Restricted Global Notes to be reduced accordingly, and the Company shall execute

and, upon receipt of an Authentication Order pursuant to Section 2.02, the

Trustee shall authenticate and deliver to the Persons designated by the Holders

of Definitive Notes so accepted Definitive Notes in the appropriate principal

amount. The Company shall use its reasonable best efforts to cause the Private

Exchange Notes to bear the same CUSIP number as the Exchange Notes.

SECTION 2.07 REPLACEMENT NOTES.

If a mutilated Note is surrendered to the Registrar or if the Holder of a

Note claims that the Note has been lost, destroyed or wrongfully taken, the

Company shall issue and the Trustee shall authenticate a replacement Note if the

requirements of Section 8-405 of the Uniform Commercial Code are met, such that

the Holder (i) satisfies the Company or the Trustee within a reasonable time

after he has notice of such loss, destruction or wrongful taking and the

Registrar does not register a transfer prior to receiving such notification,

(ii) makes such request to the Company or the Trustee prior to the Note being

acquired by a protected purchaser as defined in Section 8-303 of the Uniform

Commercial Code (a "PROTECTED PURCHASER") and (iii) satisfies any other

reasonable requirements of the Trustee and the Company including evidence of the

destruction, loss or theft of the Note. Such Holder shall furnish an indemnity

bond sufficient in the judgment of the Trustee to protect the Company, any

Subsidiary Guarantor, the Trustee, the Paying Agent, and the Registrar from any

loss that any of them may suffer if a Note is replaced. The Company and the

Trustee may charge the Holder for their expenses in replacing a Note including

the payment of a sum sufficient to cover any tax or other governmental charge

that may be required. In the event any such mutilated, lost, destroyed or

wrongfully taken Note has become or is about to become due and payable, the

Company in its discretion may pay such Note instead of issuing a new Note in

replacement thereof.

Every replacement Note is an additional obligation of the Company and

shall be entitled to all of the benefits of this Indenture equally and

proportionally with all other Notes duly issued hereunder.

The provisions of this Section 2.07 are exclusive and shall preclude (to

the extent lawful) all other rights and remedies with respect to the replacement

or payment of mutilated, lost, destroyed or wrongfully taken Notes.

SECTION 2.08 OUTSTANDING NOTES.

Outstanding Notes, means, as of the date of determination, all Notes

theretofore authenticated and delivered under this Indenture, except:

(i) Notes theretofore cancelled by the Trustee or delivered to the

Trustee for cancellation;

(ii) Notes for which payment or redemption money in the necessary

amount has been theretofore deposited with the Trustee or any Paying Agent

(other than the Company) in trust or set aside and segregated in trust by the

Company (if the Company shall act as its own Paying Agent) for the Holders of

such Notes; provided, however, that if such Notes are to be redeemed, then

notice of such redemption has been duly given pursuant to this Indenture or

provision therefor satisfactory to the Trustee has been made and the date for

such redemption has passed;

<PAGE>

(iii) Notes, except to the extent provided in Section 8.04, with

respect to which the Company has effected defeasance as provided in Article

VIII; and

(iv) Notes paid pursuant to Section 2.07 and Notes in exchange for

or in lieu of which other Notes have been authenticated and delivered pursuant

to this Indenture, other than any such Notes in respect of which there shall

have been presented to the Trustee proof satisfactory to it that such Notes are

held by a bona fide purchaser in whose hands such Notes are valid obligations of

the Company;

provided, however, that in determining whether the Holders of the requisite

principal amount of Notes Outstanding have performed any Act hereunder, Notes

owned by the Company or any other obligor upon the Notes or any Affiliate of the

Company or of such other obligor shall be disregarded and deemed not to be

Outstanding (provided, that in connection with any offer by the Company or any

obligor to purchase Notes, Notes tendered by a Holder shall be Outstanding until

the date of purchase), except that, in determining whether the Trustee shall be

protected in relying upon any such Act, only Notes which a Trust Officer of the

Trustee actually knows to be so owned shall be so disregarded. Notes so owned

which have been pledged in good faith may be regarded as Outstanding if the

pledgee establishes to the satisfaction of the Trustee the pledgee's right to

act with respect to such Notes and that the pledgee is not the Company or any

other obligor upon the Notes or any Affiliate of the Company or of such other

obligor.

SECTION 2.09 INTENTIONALLY OMITTED.

SECTION 2.10 TEMPORARY NOTES.

Until certificates representing Notes are ready for delivery, the Company

may prepare and the Trustee, upon receipt of an Authentication Order, shall

authenticate temporary Notes. Temporary Notes shall be substantially in the form

of Definitive Notes but may have variations that the Company considers

appropriate for temporary Notes and as shall be reasonably acceptable to the

Trustee. Without unreasonable delay, the Company shall prepare and the Trustee

shall authenticate Definitive Notes in exchange for temporary Notes. Holders of

temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11 CANCELLATION.

All Notes surrendered for payment, redemption, transfer or exchange shall,

if surrendered to any Person other than the Trustee, be delivered to the Trustee

at its Corporate Trust Office. All Notes so delivered shall be promptly

cancelled by the Trustee. The Company may at any time deliver to the Trustee for

cancellation any Notes previously authenticated and delivered hereunder which

the Company may have acquired in any manner whatsoever, and may deliver to the

Trustee (or to any other Person for delivery to the Trustee) for cancellation

any Notes previously authenticated hereunder which the Company has not issued,

and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes

shall be authenticated in lieu of or in exchange for any Notes cancelled as

provided in this Section, except as permitted by this Indenture. All cancelled

Notes held by the Trustee shall be delivered to the Company upon Company

Request. The acquisition of any Notes by the Company shall not operate as a

redemption or satisfaction of the indebtedness represented thereby unless and

until such Notes are surrendered to the Trustee for cancellation. The Notes

shall not be disposed of until exchanged in full for Definitive Notes or until

payment thereon is made in full.

SECTION 2.12 DEFAULTED INTEREST.

(a) Any interest on any Note which is payable but is not punctually paid

or duly provided for on any Interest Payment Date (herein called "DEFAULTED

INTEREST") shall forthwith cease to be payable to the registered Holder on the

relevant Regular Record Date by virtue of his having been such registered

Holder, and such Defaulted Interest may be paid by the Company, at its election

in each case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest

to the Persons in whose names such Notes (or their respective Predecessor Note)

are registered at the close of business on a special record date (the "Special

Record Date") for the payment of such Defaulted Interest, which shall be fixed

in the

<PAGE>

following manner. The Company shall notify the Trustee in writing of the amount

of Defaulted Interest proposed to be paid on each such Note and the date of the

proposed payment, and at the same time the Company shall deposit with the

Trustee prior to 10:00 a.m., New York City time, an amount of money equal to the

aggregate amount proposed to be paid in respect of such Defaulted Interest or

shall make arrangements satisfactory to the Trustee for such deposit prior to

the date of the proposed payment, such money when deposited to be held in trust

for the benefit of the Persons entitled to such Defaulted Interest as in this

clause provided. Thereupon the Trustee shall fix a Special Record Date for the

payment of such Defaulted Interest. The Trustee shall promptly notify the

Company of such Special Record Date and, in the name and at the expense of the

Company, shall cause notice of the proposed payment of such Defaulted Interest

and the Special Record Date therefor to be mailed, first-class postage prepaid,

to the Holders of such Notes at their addresses as they appear in the Note

proposed payment of such Defaulted Interest and the Special Record Date therefor

having been mailed as aforesaid, such Defaulted Interest shall be paid to the

Persons in whose names such Notes (or their respective Predecessor Note) are

registered at the close of business on such Special Record Date and shall no

longer be payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted Interest on Notes

in any other lawful manner not inconsistent with the requirements of any

securities exchange on which such Notes may be listed, and upon such notice as

may be required by such exchange, if, after notice is given by the Company to

the Trustee of the proposed payment pursuant to this clause, such manner of

payment shall be deemed practicable by the Trustee.

(b) Subject to the foregoing provisions of this Section, each Note

delivered under this Indenture upon transfer of, in exchange for, or in lieu of,

any other Note shall carry the rights to interest accrued and unpaid, and to

accrue, which were carried by such other Note.

SECTION 2.13 CUSIP, ISIN OR COMMON CODE NUMBERS.

The Company in issuing the Notes may use "CUSIP," "ISIN" or "Common Code"

numbers (if then generally in use) and, if so, the Trustee shall use such

numbers in notices of redemption or repurchase as a convenience to Holders;

provided, however, that any such notice may state that no representation is made

as to the correctness of such numbers either as printed on the Notes or as

contained in any notice of a redemption or repurchase and that reliance may be

placed only on the other identification numbers printed on the Notes, and any

such redemption or repurchase shall not be affected by any defect in or omission

of such numbers. The Company shall promptly notify the Trustee of any change in

"CUSIP," "ISIN" or "Common Code" numbers.

SECTION 2.14 ISSUANCE OF ADDITIONAL NOTES.

If authorized by a Board Resolution, the Company shall be entitled to

issue Additional Notes under this Indenture which shall have substantially

identical terms as the Notes, other than with respect to the date of issuance,

issue price, amount of interest payable on the first interest payment date

applicable thereto or upon a registration default as provided under a

registration rights agreement related thereto, if any (and if such Additional

Notes shall be issued in the form of Unrestricted Notes, other than with respect

to transfer restrictions); provided that such issuance shall be made in

compliance with this Indenture; provided, however, that no Additional Notes may

be issued at a price that would cause such Additional Notes to have "original

issue discount" within the meaning of Section 1273 of the Code. The Initial

Notes issued on the Closing Date, any Additional Notes and all Exchange Notes or

Private Exchange Notes issued in exchange for such Initial Notes or Additional

Notes shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Company shall set forth in an

Officers' Certificate, a copy of which shall be delivered to the Trustee, or in

a supplemental indenture, the following information:

(1) the aggregate principal amount of Notes outstanding immediately prior

to the issuance of such Additional Notes;

(2) the aggregate principal amount of such Additional Notes to be

authenticated and delivered pursuant to this Indenture;

<PAGE>

(3) the issue price and the issue date of such Additional Notes and the

amount of interest payable on the first interest payment date applicable

thereto;

(4) the "CUSIP", "ISIN" or "Common Code" number, as applicable, of such

Additional Notes; and

(5) whether such Additional Notes shall be Restricted Notes, and in which

form and pursuant to which exemptions from the Securities Act they may be issued

and resold, or whether they shall be Unrestricted Notes issued pursuant to a

registration statement under the Securities Act.

ARTICLE III

REDEMPTION

SECTION 3.01 OPTIONAL REDEMPTION.

The Notes are redeemable at the option of the Company, in whole or in part

at any time at a redemption price (the "REDEMPTION PRICE") equal to the greater

of:

- 100% of the principal amount thereof; or

- as determined by an Independent Investment Banker, the sum of

the present values of the remaining scheduled payments of

principal and interest on the Notes to be redeemed (not

including any portion of such payments of interest accrued to

the Redemption Date) discounted to the Redemption Date on a

semiannual basis (assuming a 360-day year consisting of twelve

30-day months) at the Adjusted Treasury Rate, plus 50 basis

points,

plus, in either of the above cases, accrued and unpaid interest to the

Redemption Date on the Notes to be redeemed.

"ADJUSTED TREASURY RATE" means, with respect to any Redemption Date:

- the yield, under the heading which represents the average for

the immediately preceding week, appearing in the most recently

published statistical release designated "H.15(519)" or any

successor publication which is published weekly by the Board

of Governors of the Federal Reserve System and which

establishes yields on actively traded United States Treasury

securities adjusted to constant maturity under the caption

"Treasury Constant Maturities," for the maturity corresponding

to the Comparable Treasury Issue (if no maturity is within

three months before or after the Remaining Life (as defined

below), yields for the two published maturities most closely

corresponding to the Comparable Treasury Issue shall be

determined and the Adjusted Treasury Rate shall be

interpolated or extrapolated from such yields on a straight

line basis, rounding to the nearest month); or

- if such release (or any successor release) is not published

during the week preceding the calculation date or does not

contain such yields, the rate per annum equal to the

semi-annual equivalent yield to maturity of the Comparable

Treasury Issue, calculated using a price for the Comparable

Treasury Issue (expressed as a percentage of its principal

amount) equal to the Comparable Treasury Price for such

Redemption Date.

The Adjusted Treasury Rate shall be calculated 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").

<PAGE>

"COMPARABLE TREASURY PRICE" means (1) the average of four Reference

Treasury Dealer Quotations for such Redemption Date, after excluding the highest

and lowest Reference Treasury Dealer Quotations, or (2) if the Independent

Investment Banker obtains fewer than four such Reference Treasury Dealer

Quotations, the average of all such quotations.

"INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury

Dealers appointed by the Company.

"REFERENCE TREASURY DEALER" means any primary U.S. Government securities

dealer in New York City selected by the Company.

"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each

Reference Treasury Dealer and any Redemption Date, the average, as determined by

the Independent Investment Banker, of the bid and asked prices for the

Comparable Treasury Issue (expressed in each case as a percentage of its

principal amount) quoted in writing to the Independent Investment Banker at 5:00

p.m., New York City time, on the third Business Day preceding such Redemption

Date.

SECTION 3.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem the Notes shall be evidenced by a

Board Resolution. The Company shall, not less than 35 (unless a shorter notice

period is acceptable to the Trustee) nor more than 60 days before the Redemption

Date fixed by the Company, notify the Trustee of such Redemption Date, the

Redemption Price, the CUSIP numbers and the principal amount of Notes to be

redeemed.

SECTION 3.03 SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED.

If less than all the Notes are to be redeemed at the election of the

Company, the particular Notes to be redeemed shall be selected not more than 60

days prior to the Redemption Date by the Trustee from the Outstanding Notes not

previously called for redemption by such method as the Trustee shall deem fair

and appropriate and which may provide for the selection for redemption of

portions (equal to the minimum authorized denomination for Notes or any integral

multiple thereof) of the principal amount of Notes in a denomination larger than

the minimum authorized denomination for Notes pursuant to Section 2.01(a) in the

currency in which the Notes are denominated. The portions of the principal

amount of Notes so selected for partial redemption shall be equal to the minimum

authorized denominations for Notes pursuant to Section 2.01(a) in the currency

in which the Notes are denominated or any integral multiple thereof. In any case

when more than one Note is registered in the same name, the Trustee, in its

discretion, may treat the aggregate principal amount so registered as if it were

represented by one Note.

The Trustee shall promptly notify the Company and the U.S. Depositary for

the Notes (if other than itself) in writing of the Notes selected for redemption

and, in the case of any Notes selected for partial redemption, the principal

amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires,

all provisions relating to the redemption of Notes shall relate, in the case of

any Note redeemed or to be redeemed only in part, to the portion of the

principal amount of such Note which has been or is to be redeemed.

SECTION 3.04 NOTICE OF REDEMPTION.

Notice of redemption shall be given by the Company, or at the Company's

written request, by the Trustee in the name and at the expense of the Company,

not less than 30 days and not more than 60 days prior to the Redemption Date to

the Holders of the Notes to be redeemed pursuant to this Article III, in the

manner provided in Section 12.02. Any notice so given shall be conclusively

presumed to have been duly given, whether or not the Holder receives such

notice. Failure to give such notice, or any defect in such notice to the Holder

of any Note, in whole or in part, shall not affect the sufficiency of any notice

of redemption with respect to the Holder of any other Note.

<PAGE>

All notices of redemption shall identify the Notes to be redeemed

(including CUSIP number) and shall state:

(a) the Redemption Date,

(b) the Redemption Price,

contained in this Indenture or the terms of the Notes, together with a brief

statement of the facts permitting such redemption,

(d) that all Outstanding Notes are to be redeemed,

(e) that on the Redemption Date the Redemption Price will become due and

payable upon each such Note to be redeemed, and that interest thereon, if any,

shall cease to accrue on and after said date, and

(f) the Place or Places of Payment where such Notes are to be surrendered

for payment of the Redemption Price.

SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.

On or prior to 10:00 a.m., New York City time, on the Redemption Date for

any Notes, the Company shall deposit with the Trustee or with a Paying Agent

(or, if the Company is acting as its own Paying Agent, segregate and hold in

trust as provided in Section 4.05) an amount of money in the currency in which

such Notes are denominated sufficient to pay the Redemption Price of such Notes

which are to be redeemed on that date.

SECTION 3.06 NOTES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, any Notes so to be

redeemed shall, on the Redemption Date, become due and payable at the Redemption

Price in the currency in which the Notes are payable, and from and after such

date (unless the Company shall default in the payment of the Redemption Price)

such Notes shall cease to bear interest. Upon surrender of any such Note for

redemption in accordance with said notice, such Note shall be paid by the

Company at the Redemption Price; provided, however, that installments of

interest on Notes which have a Stated Maturity on or prior to the Redemption

Date for such Notes shall be payable according to the terms of such Notes and

the provisions of Section 2.04, Section 2.12 and Section 4.05.

If any Note called for redemption shall not be so paid upon surrender

thereof for redemption, the principal (and premium, if any) shall, until paid,

bear interest from the Redemption Date at the rate prescribed therefor in the

Note.

SECTION 3.07 NOTES REDEEMED IN PART.

Any Note which is to be redeemed only in part shall be surrendered at the

Corporate Trust Office with, if the Company, the U.S. Depositary for the Notes

or the Trustee so requires, due endorsement by, or a written instrument of

transfer in form satisfactory to the Company, the U.S. Depositary for the Notes

and the Trustee duly executed by, the Holder thereof or such Holder's attorney

duly authorized in writing, and the Company shall execute, and the Trustee shall

authenticate and deliver to the Holder of such Note without service charge, a

new Note or Notes, of like tenor and form, of any authorized denomination as

requested by such Holder in aggregate principal amount equal to and in exchange

for the unredeemed portion of the principal of the Note so surrendered. In the

case of a Note providing appropriate space for such notation, at the option of

the Holder thereof, the Trustee, in lieu of delivering a new Note or Notes as

aforesaid, may make a notation on such Note of the payment of the redeemed

portion thereof.

<PAGE>

SECTION 3.08 MANDATORY DISPOSITION OF NOTES PURSUANT TO GAMING LAWS.

Each Holder and beneficial owner, by accepting or otherwise acquiring an

interest in the Notes, shall be deemed to have agreed that if the Gaming

Authority of any jurisdiction in which the Company or any of its Subsidiaries

conducts or proposes to conduct gaming requires that a Person who is a Holder or

beneficial owner must be licensed, qualified or found suitable under the

applicable Gaming Laws, such Holder or beneficial owner shall apply for a

license, qualification or a finding of suitability within the required time

period. If such Person fails to apply or become licensed or qualified or is

found unsuitable (a "DISQUALIFIED HOLDER"), then the Company shall have the

right, at its option, notwithstanding any other provision of this Indenture:

(i) to require such Person to dispose of its Notes or beneficial interest

therein within 30 days of receipt of notice of the Company's election or such

earlier date as may be requested or prescribed by such Gaming Authority; or

(ii) to redeem such Notes, which Redemption Date may be less than 30 days

following the notice of redemption if so requested or prescribed by the Gaming

Authority, at a redemption price equal to:

(1) the lesser of:

(a) the Person's cost, plus accrued and unpaid interest, if

any, to the earlier of the Redemption Date or the date of the

finding of unsuitability or failure to comply; and

(b) 100% of the principal amount thereof, plus accrued and

unpaid interest to the earlier of the Redemption Date and the date

of the finding of unsuitability; or

(2) such other amount as may be required by applicable Gaming Laws

or by order of any Gaming Authority.

The Company shall notify the Trustee in writing of any such Disqualified

Holder status or redemption as soon as practicable. The Company shall not be

responsible for any costs or expenses any such Holder or beneficial owner may

incur in connection with its application for a license, qualification or a

finding of suitability. Notwithstanding any other provision of this Indenture,

immediately upon the imposition of a requirement to dispose of Notes by a Gaming

Authority, such Person shall, to the extent required by applicable Gaming Laws,

have no further right (i) to exercise, directly or indirectly, through any

trustee, nominee or any other person or entity, any right conferred by the Notes

or (ii) to receive any interest, dividends or any other distributions or

payments with respect to the Notes or any remuneration in any form with respect

to the Notes from the Company or the Trustee, except the redemption price.

ARTICLE IV

COVENANTS

SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company covenants and agrees for the benefit of the Notes, that it

will duly and punctually pay the principal of (and premium, if any) and interest

on the Notes in accordance with the terms of the Notes and this Indenture.

SECTION 4.02 REPORTS

(a) Whether or not required by the Commission, so long as any Notes are

outstanding, the Company shall furnish to the Holders within 15 days after the

time periods specified in the Commission's rules and regulations:

(1) all quarterly and annual financial information that would be

required to be contained in a filing with the Commission on Forms 10-Q and 10-K

if the Company were required to file such Forms, including a

<PAGE>

"Management's Discussion and Analysis of Financial Condition and Results of

Operations" ("MD&A") and, with respect to the annual information only, a report

thereon by the Company's independent registered public accounting firm; and

(2) all current reports that would be required to be filed with the

Commission on Form 8-K if the Company were required to file such reports.

(b) In addition, the Company and the Subsidiary Guarantors, for so long as

any Notes remain outstanding, shall furnish to the Holders and to securities

analysts and prospective investors, upon their request, the information required

to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The

Company shall at all times comply with TIA Section 314(a).

SECTION 4.03 OFFICER'S CERTIFICATE AS TO COMPLIANCE.

The Company will deliver to the Trustee, within 120 days after the end of

each fiscal year, a certificate of the principal executive officer, principal

financial officer or principal accounting officer of the Company stating whether

or not, to the knowledge of the signer thereof, the Company is in compliance

with all covenants and conditions under this Indenture, and, in the event of any

noncompliance, specifying such noncompliance and the nature and status thereof

of which such signer may have knowledge. For purposes of this Section, such

compliance shall be determined without regard to any period of grace or

requirement of notice provided under this Indenture.

SECTION 4.04 MAINTENANCE OF OFFICE OR AGENCY.

The Company will maintain in each Place of Payment an office or agency

where Notes may be presented or surrendered for payment, where Notes may be

surrendered for registration of transfer or exchange, where Notes that are

convertible may be surrendered for conversion, if applicable, and where notices

and demands to or upon the Company in respect of the Notes and this Indenture

may be served. If the Notes are listed on The Stock Exchange of the United

Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other

stock exchange located outside the United States and such stock exchange shall

so require, the Company will maintain a Paying Agent for the Notes in London,

Luxembourg or any other required city located outside the United States, as the

case may be, so long as the Notes are listed on such exchange, and subject to

any laws or regulations applicable thereto, in a Place of Payment located

outside the United States an office or agency where any Notes may be surrendered

for registration of transfer, where Notes may be surrendered for exchange or

redemption and where notices and demands to or upon the Company in respect of

the Notes and this Indenture may be served. The Company will give prompt written

notice to the Trustee of the location, and any change in the location, of such

office or agency. If at any time the Company shall fail to maintain any such

required office or agency or shall fail to furnish the Trustee with the address

thereof, such presentations, surrenders, notices and demands may be made or

served at the Corporate Trust Office of the Trustee and the Company hereby

appoints the Trustee as its agent to receive all presentations, surrenders,

notices and demands.

The Company may also from time to time designate different or additional

offices or agencies to be maintained for such purposes (in or outside of such

Place of Payment), and may from time to time rescind any such designations;

provided, however, that no such designation or rescission shall in any manner

relieve the Company of its obligations described in the preceding paragraph. The

Company will give prompt written notice to the Trustee of any such additional

designation or rescission of designation and any change in the location of any

such different or additional office or agency.

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

If the Company shall at any time act as its own Paying Agent with respect

to the Notes, it will, on or before each due date of the principal of (and

premium, if any) or interest on any of the Notes, segregate and hold in trust

for the benefit of the Persons entitled thereto a sum sufficient to pay the

principal (and premium, if any) or interest so becoming due until such sums

shall be paid to such Persons or otherwise disposed of as herein provided, and

will promptly notify the Trustee of its action or failure so to act.

<PAGE>

Whenever the Company shall have one or more Paying Agents with respect to

the Notes, it will, by or on each due date of the principal (and premium, if

any) or interest on any Notes, deposit with any such Paying Agent a sum

sufficient to pay the principal (and premium, if any) or interest so becoming

due (in same day funds and, if a Global Note is Outstanding, by 10:00 a.m., New

York City time, in order for the Trustee to make payment to the U.S. Depositary

for such Note in accordance with rules of such U.S. Depositary), such sum to be

held in trust for the benefit of the Persons entitled thereto, and (unless any

such Paying Agent is the Trustee) the Company will promptly notify the Trustee

of its action or failure so to act.

The Company will cause each Paying Agent with respect to the Notes other

than the Trustee to execute and deliver to the Trustee an instrument in which

such Paying Agent shall agree with the Trustee, subject to the provisions of

this Section, that such Paying Agent will:

(a) hold all sums held by it for the payment of the principal of (and

premium, if any) or interest on Notes in trust for the benefit of the Persons

entitled thereto until such sums shall be paid to such Persons or otherwise

disposed of as herein provided;

(b) give the Trustee notice of any default by the Company (or any other

obligor upon the Notes) in the making of any payment of principal (and premium,

if any) or interest on the Notes; and

written request of the Trustee, forthwith pay to the Trustee all sums so held in

trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction

and discharge of this Indenture or for any other purpose, pay, or by Company

Order direct any Paying Agent to pay, to the Trustee all sums held in trust by

the Company or such Paying Agent, such sums to be held by the Trustee upon the

same trusts as those upon which such sums were held by the Company or such

Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such

Paying Agent shall be released from all further liability with respect to such

money.

Any money deposited with the Trustee or any Paying Agent, or then held by

the Company, in trust for the payment of the principal of (and premium, if any)

or interest on any Note and remaining unclaimed for two years after such

principal (and premium, if any) or interest has become due and payable shall be

paid to the Company upon Company Request, or (if then held by the Company) shall

be discharged from such trust; and the Holder of such Note shall thereafter, as

an unsecured general creditor, look only to the Company for payment thereof, and

all liability of the Trustee or such Paying Agent with respect to such trust

money, and all liability of the Company as trustee thereof, shall thereupon

cease; provided, however, that the Trustee or such Paying Agent, before being

required to make any such repayment, shall at the expense of the Company cause

to be transmitted in the manner and to the extent provided by Section 12.02,

notice that such money remains unclaimed and that, after a date specified

therein, which shall not be less than 30 days from the date of such

notification, any unclaimed balance of such money then remaining will be repaid

to the Company upon Company Request.

SECTION 4.06 CORPORATE EXISTENCE.

Subject to Articles V and X, the Company will do or cause to be done all

things necessary to preserve and keep in full force and effect its and each

Subsidiary Guarantor's corporate existence, rights (charter and statutory) and

franchises; provided, however, that the Company shall not be required to

preserve any such righ

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