EXHIBIT 4(15)
SECOND SUPPLEMENTAL INDENTURE
Dated as of October 10, 2000
Between
MIRAGE RESORTS, INCORPORATED,
AS ISSUER
and
THE CHASE MANHATTAN BANK
AS TRUSTEE
To Indenture Dated as of February 4, 1998
6.625% Notes Due February 1, 2005
6.75% Notes Due February 1, 2008
SECOND SUPPLEMENTAL INDENTURE, dated as of October 10, 2000 (the
"Supplemental Indenture"), between Mirage Resorts, Incorporated, a Nevada
corporation (the "Company"), and The Chase Manhattan Bank, as successor trustee
to PNC Bank, National Association (the "Trustee").
WHEREAS, the Company has executed and delivered the Indenture dated as of
February 4, 1998, as supplemented by a Supplemental Indenture dated as of
February 4, 1998 (as so supplemented, the "Indenture"), to the Trustee to
provide for the issuance of $200,000,000 Principal Amount of the Company's
6.625% Notes Due February 1, 2005 and $200,000,000 Principal Amount of the
Company's 6.75% Notes Due February 1, 2008;
WHEREAS, the Holders of a majority in Principal Amount of such 2005 Notes
and 2008 Notes have each approved an amendment proposed by the Company to
Section 4.02 of the Indenture, and the Company desires to supplement and amend
the Indenture accordingly as contemplated by Section 9.02 thereof; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid
agreement of the Company and the Trustee in accordance with its terms, and a
valid amendment and supplement to the Indenture, have been done.
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein contained, the Company and the Trustee agree as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Unless the context otherwise requires:
(a) capitalized terms used herein that are not otherwise defined herein
shall have the meaning assigned to such terms in the Indenture;
(b) the singular includes the plural and vice versa; and
(c) headings are for convenience of reference only and do not affect
interpretation.
ARTICLE TWO
AMENDMENT TO THE INDENTURE
The Indenture is hereby amended by deleting the second paragraph of Section
4.02 in its entirety and replacing it with the following:
"If the Company is not subject to, or for any reason is not complying with,
the requirements of Section 13 or 15(d) of the Exchange Act, the
Company shall make available to all of the Holders all quarterly and annual
reports which the Company would have been required to file with the SEC if
it were subject to the requirements of Section 13 or 15(d) of the Exchange
Act, including a "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and with respect to annual financial
statements only, a report thereon by the Company's independent accountants.
Notwithstanding the immediately preceding sentence, if (i) the Company is a
subsidiary of a corporation or other person ("Parent") which is subject to
and is complying with the requirements of Section 13 or 15(d) of the
Exchange Act, and (ii) Parent has guaranteed the payment of the Principal
of and interest on the Securities in accordance with their terms, then in
lieu of complying with the foregoing the Company shall make available to
all of the Holders, upon written request, copies of the annual reports and
of the information, documents and other reports (or copies of such portions
of any of the foregoing as the SEC may by rules and regulations prescribe)
which Parent is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act."
ARTICLE THREE
MISCELLANEOUS
3.1. NOTIFICATION TO HOLDERS.
The Company shall notify the Holders in accordance with Section 9.02 of the
Indenture of the execution of this Supplemental Indenture.
3.2. RATIFICATION OF INDENTURE.
The Indenture, as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and therein
provided.
3.3. GOVERNING LAW.
This Supplemental Indenture shall be deemed to be a contract made under the
internal laws of the State of Nevada, and for all purposes shall be construed in
accordance with the laws of said State.
3.4. SEVERABILITY.
In case any one or more of the provisions contained in this Supplemental
Indenture shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Supplemental Indenture, but this Supplemental
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Indenture shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
3.5. COUNTERPARTS.
This Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
3.6. EFFECTIVENESS.
This Supplemental Indenture shall be effective and binding when executed by
the Company and the Trustee.
3.7. TRUSTEE NOT RESPONSIBLE FOR RECITALS.
The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.
3.8. PERFORMANCE BY TRUSTEE.
The Trustee, for itself and its successors, accepts the trust of the
Indenture as amended by this Supplemental Indenture and agrees to perform the
same, but only upon the terms and conditions set forth in the Indenture,
including the terms and provisions defining and limiting the liability and
responsibility of the Trustee.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
MIRAGE RESORTS, INCORPORATED
By: XXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
By: XXXXX XXXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Secretary and Treasurer
THE CHASE MANHATTAN BANK
as Trustee
By: XXXXXXX X. XXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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