EXHIBIT 10.2Cp Note Agreement • November 14th, 1997 • Mirage Resorts Inc • Services-miscellaneous amusement & recreation
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
