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 INSTITUTIONAL BUYER,"
AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (A "QIB").
BY ITS ACCEPTANCE OF THIS CP NOTE, THE PURCHASER HEREOF (A)
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 TO (i A DEALER
AUTHORIZED BY THE COMPANY (EACH, A "DEALER"), (ii) TO MIRAGE
RESORTS, INCORPORATED (THE "COMPANY"), (iii) TO THE MIRAGE
CASINO-HOTEL, TREASURE ISLAND CORP., BELLAGIO, GNLV, CORP.
OR MH, INC., (iv) THROUGH A DEALER TO AN INSTITUTIONAL
INVESTOR APPROVED BY THE DEALER AS AN INSTITUTIONAL
ACCREDITED INVESTOR, (v) TO A QIB OR (vi) IN A TRANSACTION
PREVIOUSLY APPROVED IN WRITING BY THE COMPANY IN ITS SOLE
AND ABSOLUTE DISCRETION AS EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT.
COMMERCIAL PAPER NOTE
$____________
No._______
New York, New York
________________, 19__
For value received, Mirage Resorts, Incorporated, a
Nevada corporation ("MRI"), and THE MIRAGE CASINO-HOTEL,
Treasure Island Corp., Bellagio, GNLV, CORP. and MH, INC.,
each of which is a Nevada corporation and a direct or
indirect wholly owned subsidiary of MRI (collectively with
MRI, the "Issuers"), jointly and severally promise to pay to
the order of ______________________________________ the sum
of _________________________________ Dollars on
_________________, 19 __ at the office of BankAmerica
National Trust Company (the "Issuing and Paying Agent") at
One World Trade Center, 18th Floor, Corporate Trust
Division/Commercial Paper Department, New York, New York
10048.
Exhibit 4.2
This note has been issued pursuant to, and is subject
to the terms of, the Issuing and Paying Agency Agreement (as
from time to time amended, supplemented or otherwise
modified, the "Issuing and Paying Agency Agreement"), dated
as of November 13, 1995, between the Issuers and the Issuing
and Paying Agent.
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 THE MIRAGE CASINO-HOTEL
By:/s/ Xxxxxx X. Xxx,
By:/s/ Xxxxxx X. Xxx, Assistant Treasurer
Chief Financial Officer Authorized Signature
Authorized Signature
TREASURE ISLAND CORP. BELLAGIO
By:/s/ Xxxxxx X. Xxx, By:/s/ Xxxxxx X. Xxx,
Treasurer Assistant Treasurer
Authorized Signature Authorized Signature
GNLV, CORP. MH, INC.
By:/s/ Xxxxxx X. Xxx, By:/s/ Xxxxxx X. Xxx,
Treasurer Treasurer
Authorized Signature Authorized Signature
Countersigned for authentication only by:
BANKAMERICA NATIONAL TRUST COMPANY
as Issuing and Paying Agent
By:
Authorized Signature
This Note is not valid for any purpose unless
countersigned by BankAmerica National Trust Company, as
Issuing and Paying Agent.
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