THIS CP NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THE INITIAL SALE OF
THIS CP NOTE MAY BE MADE ONLY TO AN INSTITUTIONAL "ACCREDITED
INVESTOR," AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR"), OR A "QUALIFIED INSTITU-
TIONAL BUYER," AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT (A "QIB"). BY ITS ACCEPTANCE OF THIS CP NOTE. THE PURCHASER
HEREOF REPRESENTS THAT IT IS (i) AN INSTITUTIONAL ACCREDITED
INVESTOR OR A "BANK," AS DEFINED IN SECTION 3(a)(2) OF THE
SECURITIES ACT, OR A SAVINGS AND LOAN ASSOCIATION OR OTHER
INSTITUTION OF THE TYPE REFERRED TO IN SECTION 3(a)(5)(A) OF
THE SECURITIES ACT, THAT IS ACTING AS A FIDUCIARY ON BEHALF
OF AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT THIS CP NOTE
IS BEING ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION OR (ii) A QIB ACTING ON BEHALF OF ITSELF OR ANOTHER
QIB, AND (B) AGREES THAT ANY RESALE OF THIS CP NOTE WILL BE
MADE ONLY IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT (INCLUDING, IN THE CASE OF A SALE BY A QIB, A
TRANSACTION EXEMPT PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT), AND, IN EACH CASE, ONLY (i) TO A DEALER (EACH, A "DEALER"
AUTHORIZED BY MIRAGE RESORTS, INCORPORATED (THE "COMPANY"),
(ii) TO THE COMPANY. (iii) THROUGH A DEALER TO AN INSTITUTIONAL
INVESTOR APPROVED BY THE DEALER AS AN INSTITUTIONAL ACCREDITED
INVESTOR, (iv) TO A QIB OR (v) IN A TRANSACTION PREVIOUSLY
APPROVED IN WRITING BY THE COMPANY IN ITS SOLE AND ABSOLUTE
DISCRETION AS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.
Series A Commercial Paper Note
$_______________ No. A-_______________
New York, New York
____________, 19__
For value received, Mirage Resorts, Incorporated, a Nevada
corporation (the "Company"), promises to pay to the order of
_______________________ the sum of __________________ Dollars on
__________, 19__ at the office of First Trust of New York,
National Association (the "Issuing and Paying Agent") at 000 Xxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxx Xxxxx Xxxxxxxxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
This note has been issued pursuant to, and is subject to the
terms of, the Issuing and Paying Agency Agreement, dated
________, 1997, between the Company and the Issuing and Paying
Agent (as from time to time amended, supplemented or otherwise
modified, the "Issuing and Paying Agency Agreement").
EXHIBIT 10.2
Reference is made to the Issuing and Paying Agency Agreement and
the other related documents, which, as from time to time amended,
are on file with the Issuing and Paying Agent at its aforesaid
office. This note shall be governed by, and construed in
accordance with, the laws of the State of New York.
MIRAGE RESORTS, INCORPORATED
By: XXXXXX X. XXX
----------------------------------------
Authorized Signature
Countersigned for authentication only by:
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
as Issuing and Paying Agent
By:
----------------------------------------
Authorized Signature
This Note is not valid for any purpose unless countersigned by
First Trust of New York, National Association, as Issuing and
Paying Agent.
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