Exhibit 4.1


 


EXECUTION COPY


 




 





SCIENTIFIC GAMES INTERNATIONAL, INC.


 


as Issuer


 


and


 


SCIENTIFIC
GAMES CORPORATION


 


as a Guarantor


 


and


 


THE
SUBSIDIARY GUARANTORS PARTY HERETO


 


as additional Guarantors


 


and


 


THE
BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK


 


as Trustee


 


7.875% Senior Subordinated Notes due 2016


 






 


INDENTURE


 


Dated as of June 11, 2008


 






 




 




















 


CROSS-REFERENCE
TABLE


 


	
  TIA 

  Section

  	
   

  	
  Indenture 

  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
   

  	
   

  	
  7.10

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  7.10

  	
   

  
	
  (a)(3)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  (a)(4)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  (a)(5)

  	
   

  	
   

  	
   

  	
  7.08;
  7.10

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.08;
  7.10; 13.02

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
   

  	
   

  	
  7.11

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.11

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
   

  	
   

  	
  2.05

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  13.03

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  13.03

  	
   

  
	
  313(a)

  	
   

  	
   

  	
   

  	
  7.06

  	
   

  
	
  (b)(1)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  (b)(2)

  	
   

  	
   

  	
   

  	
  7.06

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  7.06;
  13.02

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  7.06

  	
   

  
	
  314(a)

  	
   

  	
   

  	
   

  	
  4.08;
  4.10; 13.02

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  (c)(1)

  	
   

  	
   

  	
   

  	
  7.02; 13.04

  	
   

  
	
  (c)(2)

  	
   

  	
   

  	
   

  	
  7.02; 13.04

  	
   

  
	
  (c)(3)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  (e)

  	
   

  	
   

  	
   

  	
  13.05

  	
   

  
	
  (f)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  315(a)

  	
   

  	
   

  	
   

  	
  7.01(b)

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  7.05;
  13.02

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  7.01(a)

  	
   

  
	
  (d)

  	
   

  	
   

  	
   

  	
  7.01(c)

  	
   

  
	
  (e)

  	
   

  	
   

  	
   

  	
  6.11

  	
   

  
	
  316(a)(last sentence)

  	
   

  	
   

  	
   

  	
  2.09

  	
   

  
	
  (a)(1)(A)

  	
   

  	
   

  	
   

  	
  6.05

  	
   

  
	
  (a)(1)(B)

  	
   

  	
   

  	
   

  	
  6.04

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  6.07

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  9.04

  	
   

  
	
  317(a)(1)

  	
   

  	
   

  	
   

  	
  6.08

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
   

  	
  6.09

  	
   

  
	
  (b)

  	
   

  	
   

  	
   

  	
  2.04

  	
   

  
	
  318(a)

  	
   

  	
   

  	
   

  	
  13.01

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
  13.01

  	
   

  



 






N.A.
means Not Applicable.

Note:  This Cross-Reference Table shall
not, for any purpose, be deemed to be part of the Indenture.


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  
	
  ARTICLE 1

  
	
   

  	
   

  	
   

  
	
  Definitions and
  Incorporation by Reference

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
  1

  
	
  SECTION 1.02.

  	
  Incorporation by Reference of TIA

  	
  23

  
	
  SECTION 1.03.

  	
  Rules of Construction

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
   

  
	
  The Securities

  
	
   

  
	
  SECTION 2.01.

  	
  Form and Dating

  	
  24

  
	
  SECTION 2.02.

  	
  Execution and Authentication

  	
  25

  
	
  SECTION 2.03.

  	
  Registrar and Paying Agent

  	
  25

  
	
  SECTION 2.04.

  	
  Paying Agent to Hold Assets in Trust

  	
  26

  
	
  SECTION 2.05.

  	
  Securityholder Lists

  	
  26

  
	
  SECTION 2.06.

  	
  Transfer and Exchange

  	
  26

  
	
  SECTION 2.07.

  	
  Replacement Securities

  	
  26

  
	
  SECTION 2.08.

  	
  Outstanding Securities

  	
  27

  
	
  SECTION 2.09.

  	
  Treasury Securities

  	
  27

  
	
  SECTION 2.10.

  	
  Temporary Securities

  	
  27

  
	
  SECTION 2.11.

  	
  Cancellation

  	
  28

  
	
  SECTION 2.12.

  	
  Defaulted Interest

  	
  28

  
	
  SECTION 2.13.

  	
  CUSIP Number

  	
  28

  
	
  SECTION 2.14.

  	
  Deposit of Moneys

  	
  28

  
	
  SECTION 2.15.

  	
  Issuance of Additional Securities

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
   

  
	
  Redemption

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Notices to Trustee

  	
  29

  
	
  SECTION 3.02.

  	
  Selection of Securities to be Redeemed

  	
  29

  
	
  SECTION 3.03.

  	
  Notice of Redemption

  	
  30

  
	
  SECTION 3.04.

  	
  Effect of Notice of Redemption

  	
  31

  
	
  SECTION 3.05.

  	
  Deposit of Redemption Price

  	
  31

  
	
  SECTION 3.06.

  	
  Securities Redeemed in Part

  	
  31

  



 


i

















 


	
  ARTICLE 4

  
	
   

  	
   

  
	
  Covenants

  
	
   

  
	
  SECTION 4.01.

  	
  Payment of Securities

  	
  32

  
	
  SECTION 4.02.

  	
  Maintenance of Office or Agency

  	
  32

  
	
  SECTION 4.03.

  	
  Limitation on Restricted Payments

  	
  32

  
	
  SECTION 4.04.

  	
  Limitation on Incurrence of Additional Indebtedness

  	
  35

  
	
  SECTION 4.05.

  	
  Corporate Existence

  	
  36

  
	
  SECTION 4.06.

  	
  Payment of Taxes and Other Claims

  	
  36

  
	
  SECTION 4.07.

  	
  Maintenance of Properties and Insurance

  	
  36

  
	
  SECTION 4.08.

  	
  Compliance Certificate; Notice of Default

  	
  37

  
	
  SECTION 4.09.

  	
  Compliance with Laws

  	
  37

  
	
  SECTION 4.10.

  	
  Commission Reports

  	
  38

  
	
  SECTION 4.11.

  	
  Waiver of Stay, Extension or Usury Laws

  	
  38

  
	
  SECTION 4.12.

  	
  Limitations on Transactions with Affiliates

  	
  39

  
	
  SECTION 4.13.

  	
  Limitation on Dividend and Other Payment Restrictions Affecting
  Subsidiaries

  	
  40

  
	
  SECTION 4.14.

  	
  Limitation on Liens

  	
  42

  
	
  SECTION 4.15.

  	
  Change of Control

  	
  42

  
	
  SECTION 4.16.

  	
  Limitation on Asset Sales

  	
  44

  
	
  SECTION 4.17.

  	
  Limitation on Preferred Stock of Restricted Subsidiaries

  	
  48

  
	
  SECTION 4.18.

  	
  Limitation on Sale and Leaseback Transactions

  	
  48

  
	
  SECTION 4.19.

  	
  Limitation of Guarantees by Restricted Subsidiaries

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
   

  	
   

  	
   

  
	
  Successor Corporation

  
	
   

  
	
  SECTION 5.01.

  	
  Merger, Consolidation and Sale of Assets

  	
  49

  
	
  SECTION 5.02.

  	
  Successor Substituted

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
   

  	
   

  	
   

  
	
  Default and Remedies

  
	
   

  
	
  SECTION 6.01.

  	
  Events of Default

  	
  52

  
	
  SECTION 6.02.

  	
  Acceleration

  	
  53

  
	
  SECTION 6.03.

  	
  Other Remedies

  	
  54

  
	
  SECTION 6.04.

  	
  Waiver of Past Defaults

  	
  54

  
	
  SECTION 6.05.

  	
  Control by Majority

  	
  54

  
	
  SECTION 6.06.

  	
  Limitation on Suits

  	
  54

  
	
  SECTION 6.07.

  	
  Rights of Holders to Receive Payment

  	
  55

  
	
  SECTION 6.08.

  	
  Collection Suit by Trustee

  	
  55

  
	
  SECTION 6.09.

  	
  Trustee May File Proofs of Claim

  	
  55

  



 


ii

















 


	
  SECTION 6.10.

  	
  Priorities

  	
  56

  
	
  SECTION 6.11.

  	
  Undertaking for Costs

  	
  56

  
	
  SECTION 6.12.

  	
  Restoration of Rights and Remedies

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
   

  	
   

  	
   

  
	
  Trustee

  
	
   

  
	
  SECTION 7.01.

  	
  Duties of Trustee

  	
  57

  
	
  SECTION 7.02.

  	
  Rights of Trustee

  	
  58

  
	
  SECTION 7.03.

  	
  Individual Rights of Trustee

  	
  59

  
	
  SECTION 7.04.

  	
  Trustee’s Disclaimer

  	
  59

  
	
  SECTION 7.05.

  	
  Notice of Default

  	
  59

  
	
  SECTION 7.06.

  	
  Reports by Trustee to Holders

  	
  60

  
	
  SECTION 7.07.

  	
  Compensation and Indemnity

  	
  60

  
	
  SECTION 7.08.

  	
  Replacement of Trustee

  	
  61

  
	
  SECTION 7.09.

  	
  Successor Trustee by Merger, etc

  	
  62

  
	
  SECTION 7.10.

  	
  Eligibility; Disqualification

  	
  62

  
	
  SECTION 7.11.

  	
  Preferential Collection of Claims Against Issuer

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  
	
   

  	
   

  	
   

  
	
  Discharge of Indenture;
  Defeasance

  
	
   

  
	
  SECTION 8.01.

  	
  Termination of the Issuer’s Obligations

  	
  62

  
	
  SECTION 8.02.

  	
  Legal Defeasance and Covenant Defeasance

  	
  63

  
	
  SECTION 8.03.

  	
  Conditions to Legal Defeasance or Covenant Defeasance

  	
  64

  
	
  SECTION 8.04.

  	
  Application of Trust Money

  	
  65

  
	
  SECTION 8.05.

  	
  Repayment to the Issuer

  	
  66

  
	
  SECTION 8.06.

  	
  Reinstatement

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  
	
   

  	
   

  	
   

  
	
  Amendments, Supplements and
  Waivers

  
	
   

  
	
  SECTION 9.01.

  	
  Without Consent of Holders

  	
  67

  
	
  SECTION 9.02.

  	
  With Consent of Holders

  	
  67

  
	
  SECTION 9.03.

  	
  Compliance with TIA

  	
  68

  
	
  SECTION 9.04.

  	
  Revocation and Effect of Consents

  	
  68

  
	
  SECTION 9.05.

  	
  Notation on or Exchange of Securities

  	
  69

  
	
  SECTION 9.06.

  	
  Trustee to Sign Amendments, etc

  	
  69

  



 


iii

















 


	
  ARTICLE 10

  
	
   

  
	
  Subordination of Securities

  
	
   

  
	
  SECTION 10.01.

  	
  Securities Subordinated to Senior Debt

  	
  69

  
	
  SECTION 10.02.

  	
  No Payment on Securities in Certain Circumstances

  	
  70

  
	
  SECTION 10.03.

  	
  Payment Over of Proceeds upon Dissolution, etc

  	
  70

  
	
  SECTION 10.04.

  	
  Subrogation

  	
  72

  
	
  SECTION 10.05.

  	
  Obligations of Issuer Unconditional

  	
  72

  
	
  SECTION 10.06.

  	
  Notice to Trustee

  	
  73

  
	
  SECTION 10.07.

  	
  Reliance on Judicial Order or Certificate of Liquidating Agent

  	
  73

  
	
  SECTION 10.08.

  	
  Trustee’s Relation to Senior Debt

  	
  73

  
	
  SECTION 10.09.

  	
  Subordination Rights Not Impaired by Acts or Omissions of the Issuer
  or Holders of Senior Debt

  	
  74

  
	
  SECTION 10.10.

  	
  Securityholders Authorize Trustee to Effectuate Subordination of
  Securities

  	
  74

  
	
  SECTION 10.11.

  	
  This Article Not to Prevent Events of Default

  	
  74

  
	
  SECTION 10.12.

  	
  Trustee’s Compensation Not Prejudiced

  	
  74

  
	
  SECTION 10.13.

  	
  No Waiver of Subordination Provisions

  	
  74

  
	
  SECTION 10.14.

  	
  Subordination Provisions Not Applicable to Assets Held in Trust for
  Securityholders; Payments May be Paid Prior to Dissolution

  	
  75

  
	
  SECTION 10.15.

  	
  Acceleration of Securities

  	
  75

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  
	
   

  	
   

  	
   

  
	
  Guarantee of Securities

  
	
   

  
	
  SECTION 11.01.

  	
  Unconditional Guarantee

  	
  75

  
	
  SECTION 11.02.

  	
  Limitations on Guarantees

  	
  77

  
	
  SECTION 11.03.

  	
  Execution and Delivery

  	
  77

  
	
  SECTION 11.04.

  	
  Release of a Guarantor

  	
  77

  
	
  SECTION 11.05.

  	
  Waiver of Subrogation

  	
  78

  
	
  SECTION 11.06.

  	
  Obligations Continuing

  	
  78

  
	
  SECTION 11.07.

  	
  Obligations Reinstated

  	
  78

  
	
  SECTION 11.08.

  	
  Waiver

  	
  79

  
	
  SECTION 11.09.

  	
  No Obligation to Take Action Against the Issuer

  	
  79

  
	
  SECTION 11.10.

  	
  Default and Enforcement

  	
  79

  
	
  SECTION 11.11.

  	
  Amendment, Etc

  	
  79

  
	
  SECTION 11.12.

  	
  Acknowledgment

  	
  79

  
	
  SECTION 11.13.

  	
  Costs and Expenses

  	
  79

  
	
  SECTION 11.14.

  	
  No Waiver; Cumulative Remedies

  	
  79

  
	
  SECTION 11.15.

  	
  Successors and Assigns

  	
  80

  
	
  SECTION 11.16.

  	
  Contribution

  	
  80

  
	
  SECTION 11.17.

  	
  Future Guarantors

  	
  80

  



 


iv

















 


	
  ARTICLE 12

  
	
   

  	
   

  	
   

  
	
  Subordination of Guarantee

  
	
   

  
	
  SECTION 12.01.

  	
  Guarantee Obligations Subordinated to Senior Debt

  	
  80

  
	
  SECTION 12.02.

  	
  No Payment on Guarantee in Certain Circumstances

  	
  80

  
	
  SECTION 12.03.

  	
  Payment Over of Proceeds upon Dissolution, etc

  	
  81

  
	
  SECTION 12.04.

  	
  Subrogation

  	
  83

  
	
  SECTION 12.05.

  	
  Obligations of Guarantor Unconditional

  	
  83

  
	
  SECTION 12.06.

  	
  Notice to Trustee

  	
  84

  
	
  SECTION 12.07.

  	
  Reliance on Judicial Order or Certificate of Liquidating Agent

  	
  84

  
	
  SECTION 12.08.

  	
  Trustee’s Relation to Senior Debt of Guarantors

  	
  85

  
	
  SECTION 12.09.

  	
  Subordination Rights Not Impaired by Acts or Omissions of the
  Guarantors or Holders of their Senior Debt

  	
  85

  
	
  SECTION 12.10.

  	
  Securityholders Authorize Trustee to Effectuate Subordination of
  Guarantees

  	
  85

  
	
  SECTION 12.11.

  	
  This Article Not to Prevent Events of Default

  	
  85

  
	
  SECTION 12.12.

  	
  Trustee’s Compensation Not Prejudiced

  	
  85

  
	
  SECTION 12.13.

  	
  No Waiver of Guarantee Subordination Provisions

  	
  86

  
	
  SECTION 12.14.

  	
  Payments May be Paid Prior to Dissolution

  	
  86

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  
	
   

  
	
  SECTION 13.01.

  	
  TIA Controls

  	
  86

  
	
  SECTION 13.02.

  	
  Notices

  	
  86

  
	
  SECTION 13.03.

  	
  Communications by Holders with Other Holders

  	
  88

  
	
  SECTION 13.04.

  	
  Certificate and Opinion as to Conditions Precedent

  	
  88

  
	
  SECTION 13.05.

  	
  Statements Required in Certificate or Opinion

  	
  88

  
	
  SECTION 13.06.

  	
  Rules by Trustee, Paying Agent, Registrar

  	
  88

  
	
  SECTION 13.07.

  	
  Legal Holidays

  	
  88

  
	
  SECTION 13.08.

  	
  Governing Law

  	
  89

  
	
  SECTION 13.09.

  	
  No Adverse Interpretation of Other Agreements

  	
  89

  
	
  SECTION 13.10.

  	
  No Recourse Against Others

  	
  89

  
	
  SECTION 13.11.

  	
  Successors

  	
  89

  
	
  SECTION 13.12.

  	
  Duplicate Originals

  	
  89

  
	
  SECTION 13.13.

  	
  Severability

  	
  89

  



 


v

















 


	
   

  	
  APPENDIX A  Provisions Relating
  to Initial Securities, Additional Securities,and Exchange Securities

  	
  A-1

  
	
  EXHIBIT 1

  	
  Form of Initial Security

  	
  B-1

  
	
  EXHIBIT 2

  	
  Form of Exchange Security

  	
  C-1

  



 


Note:  This Table of Contents shall not, for any
purpose, be deemed to be part of the Indenture.


 


vi

















 


INDENTURE, dated as of June 11, 2008,
among Scientific Games International, Inc., a Delaware corporation (the “Issuer”), Scientific Games Corporation, a Delaware
corporation (the “Company”), as a
Guarantor, the additional Guarantors from time to time party hereto and The
Bank of Nova Scotia Trust Company of New York, as Trustee (the “Trustee”).


 


Each party
agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Issuer’s Initial Securities and Exchange
Securities (each as defined in Appendix A hereto, and collectively, the “Securities”).


 


ARTICLE 1


 


Definitions
and Incorporation by Reference


 


SECTION 1.01.  Definitions.


 


“Acquired Indebtedness” means Indebtedness of a Person or any
of its Restricted Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary of the Company or at the time it merges or consolidates
with the Company or any of its Subsidiaries or is assumed in connection with
the acquisition of assets from such Person and not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.


 


“Additional Securities”
means Securities issued under this Indenture after the Issue Date and in
compliance with Sections 2.15 and 4.04, it being understood that any Securities
issued in exchange for or replacement of any Initial Security issued on the
Issue Date shall not be an Additional Security, including any such Securities
issued pursuant to a Registration Rights Agreement.


 


“Affiliate” means, with respect to any Person, any Person who
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such Person; provided, however,
that with respect to the Company the term Affiliate shall not include the
Company or any Subsidiary of the Company so long as no Affiliate of the Company
has any direct or indirect interest therein, except through the Company or its
Subsidiaries. The term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.


 


“Affiliate Transaction” has the meaning set forth in Section 4.12.


 


“Agent” means the Registrar or any Paying Agent.


 


“Asset Acquisition” means


 


(a) an
Investment by the Company or any Restricted Subsidiary of the Company in any
other Person pursuant to which such Person becomes a Restricted 


 

















 


Subsidiary of
the Company or any Restricted Subsidiary of the Company, or is merged with or
into the Company or any Restricted Subsidiary of the Company; or


 


(b) the
acquisition by the Company or any Restricted Subsidiary of the Company of the
assets of any Person which constitute all or substantially all of the assets of
such Person, any division or line of business of such Person or any other
properties or assets of such Person other than in the ordinary course of
business.


 


“Asset Sale” means any direct or indirect sale, conveyance,
transfer, lease (other than operating leases entered into in the ordinary
course of business), assignment or other transfer for value by the Company or
any of its Restricted Subsidiaries, including any Sale and Leaseback
Transaction that does not give rise to a Capitalized Lease Obligation, to any
Person other than the Company or a Restricted Subsidiary of the Company of


 


(a) any
Capital Stock of any Restricted Subsidiary of the Company; or


 


(b) any
other property or assets, other than cash or Cash Equivalents, of the Company
or any Restricted Subsidiary of the Company other than in the ordinary course
of business;


 


provided,
however, that Asset Sales will not include


 


(1) a
transaction or series of related transactions for which the Company or its
Restricted Subsidiaries receive aggregate consideration, exclusive of
indemnities, of less than $5.0 million;


 


(2) the
sale of accounts receivable;


 


(3) the
sale, lease, conveyance, disposition or other transfer of assets in the
ordinary course of business;


 


(4) the
sale, lease, conveyance, disposition or other transfer of all or substantially
all of the assets of the Company and its Restricted Subsidiaries or any
Guarantor as permitted under Section 5.01;


 


(5) sales,
transfers or other dispositions of assets resulting from the creation,
incurrence or assumption of (but not any foreclosure with respect to) any Lien
not prohibited by Section 4.14;


 


(6) sales,
transfers or other dispositions of assets in a transaction constituting a
Permitted Investment or a Restricted Payment permitted by Section 4.03;
and


 


(7) the
grant of licenses to third parties in respect of intellectual property in the
ordinary course of business of the Company or any of its Restricted
Subsidiaries.


 


“Attributable Debt” in respect of a Sale and Leaseback
Transaction consummated subsequent to the Issue Date means, at the time of
determination, the present value, discounted at the rate of interest implicit
in such transaction, determined in accordance 


 


2

















 


with GAAP, of the obligation of
the lessee for net rental payments during the remaining term of the lease
included in such Sale and Leaseback Transaction, including any period for which
such lease has been extended or may, at the option of the lessor, be extended.


 


“Bankruptcy Law” means Title 11, U.S. Code or any
similar federal, state or foreign law for the relief of debtors.


 


“Board of Directors” means, as to any Person, the board of
directors of such Person (or in the case of a limited liability company, the
managing member or members of any controlling committee or the managing members
or board of directors thereof, or in the case of a partnership, the board of
directors of the general partner of the partnership) or any duly authorized
committee thereof.


 


“Board Resolution” means, with respect to any Person, a copy
of a resolution certified by the Secretary or an Assistant Secretary of such
Person to have been duly adopted by the Board of Directors of such Person and
to be in full force and effect on the date of such certification, and delivered
to the Trustee.


 


“Business Day” means any day other than a Saturday, Sunday or
any other day on which banking institutions in The City of New York or the city
in which the Corporate Trust Office is located are required or authorized by
law or other governmental action to be closed.


 


“Capital Stock” means (1) with respect to any Person
that is a corporation, any and all shares, interests, participations or other
equivalents, however designated, of corporate stock, including each class of
common stock and Preferred Stock of such Person and (2) with respect to
any Person that is not a corporation, any and all partnership or other equity
interests of such other Person.


 


“Capitalized Lease Obligations” means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.


 


“Cash Equivalents” means


 


(1) marketable
direct obligations issued by, or unconditionally guaranteed by, the United
States of America or issued by any agency thereof and backed by the full faith
and credit of the United States, in each case maturing within one year from the
date of acquisition thereof;


 


(2) marketable
direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition thereof and, at the time
of acquisition, having one of the two highest ratings obtainable from either
S&P or Moody’s;


 


3

















 


(3) commercial
paper maturing no more than one year from the date of creation thereof and, at
the time of acquisition, having a rating of at least A-1 from S&P or at
least P-1 from Moody’s;


 


(4) certificates
of deposit or bankers’ acceptances (or, with respect to foreign banks, similar
instruments) maturing within one year from the date of acquisition thereof
issued by any bank organized under the laws of the United States of America or
any state thereof or the District of Columbia or any U.S. branch of a foreign
bank having at the date of acquisition thereof combined capital and surplus of
not less than $250.0 million;


 


(5) repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clause (1) above entered into with any bank
meeting the qualifications specified in clause (4) above; and


 


(6) investments
in money market funds which invest substantially all their assets in securities
of the types described in clauses (1) through (5) above.


 


“Change of Control” means the occurrence of one or more of
the following events:


 


(1) any
sale, lease, exchange or other transfer, in one transaction or a series of related
transactions, of all or substantially all of the assets of the Company or the
Issuer to any Person or group of related Persons for purposes of Section 13(d) of
the Exchange Act (a “Group”)
(whether or not otherwise in compliance with the provisions of this Indenture);


 


(2) the
approval by the holders of Capital Stock of the Company or the Issuer of any
plan for the liquidation or dissolution of the Company or the Issuer,
respectively(whether or not otherwise in compliance with the provisions of this
Indenture);


 


(3) any
Person or Group shall become the owner, directly or indirectly, beneficially,
of shares representing more than 50% of the aggregate voting power represented
by the issued and outstanding Capital Stock of the Company entitled under
ordinary circumstances to elect a majority of the directors of the Company; or


 


(4) the
replacement of a majority of the Board of Directors of the Company over a
two-year period from the directors who constituted the Board of Directors at
the beginning of such period (other than individuals designated to serve from
time to time on the Board of Directors of the Company pursuant to the
Stockholders’ Agreement, dated as of September 6, 2000, as amended or
supplemented as of the Issue Date, among the Company and certain of its
stockholders), and such replacement shall not have been approved by a vote of
at least a majority of the Board of Directors then still in office who either
were members of the Board of Directors at the beginning of such period or whose
election as a member of the Board of Directors was previously so approved.


 


4






 












 


provided,
however, that Change of Control will not include the sale, lease,
exchange or other transfer of all or substantially all of the assets of the
Issuer to the Company or any other Guarantor.


 


“Change of
Control Offer” has the meaning set forth in Section 4.15(c).


 


“Change of
Control Payment Date” has the meaning set forth in Section 4.15(c).


 


“Commission”
means the Securities and Exchange Commission, or any successor agency thereto
with respect to the regulation or registration of securities.


 


“Company”
means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture.


 


“Consolidated
EBITDA” means, with respect to any Person, for any period, the sum
(without duplication) of


 


(1) Consolidated Net
Income;


 


(2) to the extent
Consolidated Net Income has been reduced thereby, all losses from Asset Sales
or abandonments or reserves relating thereto, all items classified as
extraordinary losses and all income taxes of such Person and its Restricted
Subsidiaries paid or accrued in accordance with GAAP for such period (other
than income taxes attributable to extraordinary gains or losses);


 


(3) Consolidated Interest
Expense; and


 


(4) Consolidated Non-Cash
Charges.


 


“Consolidated Fixed Charge
Coverage Ratio” means, with respect to any Person, the ratio of
Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio (the “Transaction Date”)
to Consolidated Fixed Charges of such Person for the Four Quarter Period. In
addition to and without limitation of the foregoing, for purposes of this
definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” will be
calculated after giving effect on a pro forma basis
for the period of such calculation to


 


(1) the incurrence or
repayment of any Indebtedness of such Person or any of its Restricted
Subsidiaries (and the application of the proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment or retirement of
other Indebtedness (and the application of the proceeds thereof) occurring
during the Four Quarter Period or at any time subsequent to the last day of the
Four Quarter Period and on or prior to the Transaction Date (other than the
incurrence or repayment of Indebtedness in the ordinary course of business for
working capital purposes pursuant to working capital facilities), as if such
incurrence or repayment, as 


 


5

















 


the case may be (and the application of the
proceeds thereof), occurred on the first day of the Four Quarter Period; and


 


(2) any Asset Sales or
Asset Acquisitions (including, without limitation, any Asset Acquisition giving
rise to the need to make such calculation as a result of such Person or one of
its Restricted Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of the Asset Acquisition) incurring, assuming or
otherwise being liable for Acquired Indebtedness and also including any
Consolidated EBITDA (including any pro forma
expense and cost reductions calculated on a basis consistent with Regulation
S-X under the Securities Act) attributable to the assets which are the subject
of the Asset Acquisition or Asset Sale during the Four Quarter Period)
occurring during the Four Quarter Period or at any time subsequent to the last
day of the Four Quarter Period and on or prior to the Transaction Date, as if
such Asset Sale or Asset Acquisition (including the incurrence, assumption or
liability for any such Indebtedness or Acquired Indebtedness) occurred on the
first day of the Four Quarter Period.


 


If such Person or any of its
Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a
third Person, the preceding sentence will give effect to the incurrence of such
guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such
Person had directly incurred or otherwise assumed such guaranteed Indebtedness.
Furthermore, in calculating “Consolidated Fixed Charges” for purposes of
determining the denominator (but not the numerator) of this “Consolidated Fixed
Charge Coverage Ratio”,


 


(1) interest on
outstanding Indebtedness determined on a fluctuating basis as of the
Transaction Date and which will continue to be so determined thereafter will be
deemed to have accrued at a fixed rate per annum equal to the rate of interest
on such Indebtedness in effect on the Transaction Date;


 


(2) if interest on any
Indebtedness actually incurred on the Transaction Date may optionally be
determined at an interest rate based upon a factor of a prime or similar rate,
a eurocurrency interbank offered rate, or other rates, then the interest rate
in effect on the Transaction Date will be deemed to have been in effect during
the Four Quarter Period; and


 


(3) notwithstanding clause
(1) above, interest on Indebtedness determined on a fluctuating basis, to
the extent such interest is covered by agreements relating to Interest Swap
Obligations, will be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements.


 


“Consolidated
Fixed Charges” means, with respect to any Person for any period, the
sum, without duplication, of


 


(1) Consolidated Interest
Expense; plus


 


(2) the product of


 


6

















 


(x) the amount of all dividend payments on any series of Preferred
Stock of such Person (other than dividends paid in Qualified Capital Stock)
paid, accrued or scheduled to be paid or accrued during such period times; and


 


(y) a fraction, the numerator of which is one and the denominator
of which is one minus the then current effective consolidated federal, state
and local tax rate of such Person expressed as a decimal.


 


“Consolidated
Interest Expense” means, with respect to any Person for any period,
the sum of, without duplication,


 


(1) the aggregate of all
cash and non-cash interest expense with respect to all outstanding Indebtedness
of such Person and its Restricted Subsidiaries, including the net costs
associated with Interest Swap Obligations, capitalized interest, and imputed
interest with respect to Attributable Debt (but excluding (a) the
write-off of deferred financing costs and (b) the amortization of deferred
financing charges), for such period determined on a consolidated basis in
accordance with GAAP; and


 


(2) the interest component
of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by such Person and its Restricted Subsidiaries during such period as
determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Net Income” means, with respect to any Person for any period, the
aggregate net income (or loss) of such Person and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP; provided,
however, that there shall be excluded therefrom


 


(a) after tax gains or
losses from Asset Sales (without regard to the $5.0 million threshold in clause
(1) of the definition of Asset Sales) or abandonments or reserves relating
thereto;


 


(b) items classified as
extraordinary gains or losses, and the related tax effects according to GAAP;


 


(c) the net income (or
loss) of any Person acquired in a pooling of interests (including any common
control acquisition) accrued prior to the date it becomes a Subsidiary of such
first Person or is merged or consolidated with it or any Subsidiary;


 


(d) the net income of any
Restricted Subsidiary to the extent that the declaration of dividends or
similar distributions by that Subsidiary of that income is restricted by
contract, operation of law or otherwise;


 


(e) the net loss of any
Person, other than a Restricted Subsidiary of the Company;


 


(f) the net income of any
Person, other than a Restricted Subsidiary, in which such Person has an
interest, except to the extent of cash dividends or distributions paid to such
Person or a Restricted Subsidiary of such Person;


 


7

















 


(g) gains from retirement
of debt; and


 


(h) amounts attributable
to dividends paid in respect of Qualified Capital Stock to the extent such
dividends are paid in shares of Qualified Capital Stock.


 


“Consolidated
Non-Cash Charges” means, with respect to any Person for any period,
the aggregate depreciation, amortization and other non-cash expenses of such
Person and its Restricted Subsidiaries reducing Consolidated Net Income of such
Person and its Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charges
constituting an extraordinary item or loss or any such charge which requires an
accrual of or a reserve for cash charges for any future period).


 


“Convertible
Debentures” means the Company’s 0.75% Senior Subordinated Convertible
Debentures due 2024 issued in December 2004.


 


“Corporate
Trust Office” means the principal office of the Trustee where it
conducts its corporate trust administrative functions, which office is
currently located at 1 Liberty Plaza, New York, NY 10006, or such other address
as the Trustee may designate from time to time by notice to the Holders and the
Issuer.


 


“Covenant
Defeasance” has the meaning set forth in Section 8.02(c).


 


“Credit
Agreement” means the Credit Agreement dated June 9, 2008,
between the Issuer and the lenders party thereto, including all related notes,
collateral documents and guarantees in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, increasing the total commitment under, refinancing, replacing or
otherwise restructuring (including adding Subsidiaries of the Company as
additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.


 


“Currency
Agreement” means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary against fluctuations in currency values.


 


“Custodian”
means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.


 


“Default”
means an event or condition the occurrence of which is, or with the lapse of
time or the giving of notice or both would be, an Event of Default.


 


“Designated
Non-Cash Consideration” means the fair market value of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Non-Cash
Consideration pursuant to an Officers’ Certificate of the Company executed by
the principal executive officer and the principal financial officer of the
Company or such Restricted Subsidiary.


 


8

















 


“Designated
Senior Debt” means (1) any Senior Debt outstanding under the
Credit Agreement and (2) any other Senior Debt permitted under this
Indenture the principal amount of which is $25.0 million or more and that has
been designated by the Issuer as Designated Senior Debt in the instrument
creating such Indebtedness.


 


“Disqualified
Capital Stock” means any Capital Stock which, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event (other than an event which
would constitute a Change of Control), matures (excluding any maturity as the
result of an optional redemption by the issuer thereof) or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
redeemable at the sole option of the holder thereof (except, in each case, upon
the occurrence of a Change of Control), in whole or in part, on or prior to the
Final Maturity Date.


 


“Equity
Offering” means any private or public offering of Qualified Capital
Stock of the Company.


 


“Event of
Default” has the meaning set forth in Section 6.01.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute
or statutes thereto.


 


“Existing
Convertible Debentures Hedge and Warrant Option Transactions” means
the transactions in connection with the issuance of the Convertible Debentures
contemplated by (i) the letter agreements dated as of December 1,
2004, between the Company and each of J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, N.A., London Branch, and Bear, Stearns International
Limited; (ii) the ISDA confirmations entered into on or about the Issue
Date between the Company and each of J.P. Morgan Securities Inc., as agent for
JPMorgan Chase Bank, N.A., London Branch, and Bear, Stearns International
Limited and the related deemed 2002 ISDA Master Agreements thereunder; and (iii) any
other documents relating to the matters referenced in clauses (i) or (ii),
in the case of each of clauses (i) or (ii), and giving effect to any
amendments or modifications thereto or substitutions or replacements thereof on
terms no less favorable to the Holders than the terms contemplated on the Issue
Date.


 


 “Existing Notes”
means the Company’s 6.25% Senior Subordinated Notes due 2012 issued in December 2004.


 


“fair market
value” or “fair value”
means, with respect to any asset or property, the price which could be
negotiated in an arm’s-length free market transaction, for cash, between a
willing seller and a willing buyer, neither of whom is under pressure or
compulsion to complete the transaction. Fair market value shall be determined
by the Board of Directors of the Company acting reasonably and in good faith
and will be evidenced by a Board Resolution delivered to the Trustee.


 


“Final
Maturity Date” means June 15, 2016.


 


9

















 


“Foreign
Subsidiary” means any Restricted Subsidiary of the Company that is
not organized under the laws of the United States of America or any State
thereof or the District of Columbia.


 


“Funding
Guarantor” has the meaning set forth in Section 11.16.


 


“GAAP”
is defined to mean generally accepted accounting principles in the United
States of America as in effect as of December 23, 2004, including, without
limitation, 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 approved by a significant
segment of the accounting profession.


 


“Gaming
Authority” means any government, court, or federal, state, local,
international or foreign governmental, administrative or regulatory or
licensing body, agency, authority or official, which regulates or has authority
over, including to issue or grant a license, contract, franchise or regulatory
approval with respect to, any form of gaming activities (or proposed gaming
activities) and related activities conducted by the Issuer or any of its
Affiliates, including, without limitation, lottery, pari-mutuel wagering,
sports wagering and video gaming activities.


 


“Guarantee”
has the meaning set forth in Section 11.01.


 


“Guarantor”
means (i) each of the Company, Autotote Enterprises, Inc., Scientific
Games Products, Inc., Scientific Games Holdings Corp., Scientific Games SA, Inc.,
MDI Entertainment, LLC, Scientific Games Racing, LLC, Trackplay LLC, SG Racing, Inc.
and Autotote Gaming, Inc. and (ii) each of the Company’s Restricted
Subsidiaries that in the future executes a supplemental indenture pursuant to Section 11.17
in which such Restricted Subsidiary agrees to be bound by the terms of this
Indenture as a Guarantor; provided that any Person constituting a
Guarantor as described above shall cease to constitute a Guarantor when its
respective Guarantee is released in accordance with the terms of this Indenture.


 


“Guarantor
Payment Blockage Notice” has the meaning set forth in Section 12.02.


 


“Guarantor
Payment Blockage Period” has the meaning set forth in Section 12.02.


 


“Holder”
or “Securityholder” means the Person in
whose name a Security is registered on the Registrar’s books.


 


“Incur”
or “incur” means, with respect to any
Indebtedness, to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise with respect to, or otherwise
become responsible for payment of such Indebtedness.


 


“Indebtedness”
means with respect to any Person, without duplication,


 


10

















 


(1) the principal amount
of all obligations of such Person for borrowed money;


 


(2) the principal amount of
all obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;


 


(3) all Capitalized Lease
Obligations of such Person;


 


(4) all obligations of
such Person to pay the deferred purchase price of property, all conditional
sale obligations and all obligations under any title retention agreement (but
excluding accounts payable and other current liabilities arising in the
ordinary course of business);


 


(5) all obligations of
such Person for the reimbursement of any obligor on any letter of credit or
banker’s acceptance;


 


(6) guarantees and other
contingent obligations of such Person in respect of Indebtedness referred to in
clauses (1) through (5) above and clause (8) below;


 


(7) all Indebtedness of
any other Person of the type referred to in clauses (1) through (6) above
which is secured by any Lien on any property or asset of such Person, the
amount of such obligation being deemed to be the lesser of the fair market
value at such date of any asset subject to any Lien securing the Indebtedness
of others and the amount of the Indebtedness secured;


 


(8) all obligations under
Currency Agreements and Interest Swap Obligations of such Person; and


 


(9) all Disqualified
Capital Stock issued by such Person with the amount of Indebtedness represented
by such Disqualified Capital Stock being equal to the greater of its voluntary
or involuntary liquidation preference and its maximum fixed repurchase price,
but excluding accrued dividends, if any.


 


For purposes hereof, (1) the
“maximum fixed repurchase price” of any Disqualified Capital Stock which does
not have a fixed repurchase price shall be calculated in accordance with the
terms of such Disqualified Capital Stock as if such Disqualified Capital Stock
were purchased on any date on which Indebtedness is required to be determined
pursuant to this Indenture, and if such price is based upon, or measured by,
the fair market value of such Disqualified Capital Stock, such fair market
value will be determined reasonably and in good faith by the Board of Directors
of the issuer of such Disqualified Capital Stock, and (2) accrual of
interest, accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Capital Stock in the
form of additional shares of the same class of Disqualified Capital Stock will
not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Capital Stock for purposes of Section 4.04. The amount of
Indebtedness of any Person at any date will be the amount of all unconditional
obligations described above, as such amount would be 


 


11

















 


reflected on a balance sheet
prepared in accordance with GAAP, and the maximum liability at such date of
such Person for any contingent obligations described above.


 


“Indenture”
means this Indenture, as amended or supplemented from time to time in
accordance with the terms hereof.


 


“Interest
Payment Date” means the stated due date of an installment of
interest on the Securities.


 


“Interest
Swap Obligations” means the obligations of any Person, pursuant to
any arrangement with any other Person, whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated
by applying a fixed or a floating rate of interest on the same notional amount.


 


“Investment”
means, with respect to any Person, any direct or indirect loan or other
extension of credit (including, without limitation, a guarantee) or capital
contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or
any purchase or acquisition by such Person of any Capital Stock, bonds, notes,
debentures or other securities or evidences of Indebtedness issued by, any
Person. “Investment” shall exclude extensions of trade credit by the Company
and its Subsidiaries on commercially reasonable terms. For the purposes of Section 4.03,


 


(1) “Investment” will
include and be valued at the fair market value of the net assets of any
Restricted Subsidiary at the time that such Restricted Subsidiary is designated
an Unrestricted Subsidiary; and


 


(2) the amount of any
Investment will be the original cost of such Investment plus the cost of all
additional Investments by the Company or any of its Restricted Subsidiaries,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment, reduced by the
payment of dividends or distributions (including tax sharing payments) in
connection with such Investment or any other amounts received in respect of
such Investment.


 


If the Company or any
Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any
Restricted Subsidiary such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary, the Company will
be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Capital Stock of such
Subsidiary not sold or disposed.


 


“Issue Date”
means June 11, 2008.


 


“Issuer”
means the party named as such in this Indenture until a successor replaces it
pursuant to this Indenture.


 


12

















 


“Joint
Venture” means any Person (other than a Subsidiary of the Company)
engaged in a Related Business with respect to which at least 15% of such Person’s
outstanding Capital Stock is owned directly or indirectly by the Company.


 


“Legal
Defeasance” has the meaning set forth in Section 8.02(b).


 


“Lien”
means any lien, mortgage, deed of trust, pledge, security interest, charge or
encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof and any agreement to give
any security interest).


 


“Moody’s”
means Moody’s Investor Service, Inc. and its successors.


 


“Net Cash
Proceeds” means, with respect to any Asset Sale, the proceeds in the
form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents
(other than the portion of any such deferred payment constituting interest)
received by the Company or any of its Restricted Subsidiaries from such Asset
Sale net of


 


(a) all out-of-pocket
expenses and fees relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees and sales commissions);


 


(b) taxes paid or payable
after taking into account any reduction in consolidated tax liability due to
available tax credits or deductions and any tax sharing arrangements;


 


(c) the amounts of


 


(x) any repayments of debt secured, directly or indirectly, by
Liens on the assets that are the subject of such Asset Sale; and


 


(y) any repayments of debt associated with such assets that is due
by reason of such Asset Sale (i.e., such disposition is permitted by the terms
of the instruments evidencing or applicable to such debt, or by the terms of a
consent granted thereunder, on the condition the proceeds (or portion thereof)
of such disposition be applied to such debt), and other fees, expenses and
other expenditures, in each case, reasonably incurred as a consequence of such
repayment of debt (whether or not such fees, expenses or expenditures are then
due and payable or made, as the case may be);


 


(d) any portion of cash
proceeds which the Issuer determines in good faith should be reserved for
post-closing adjustments, it being understood and agreed that on the day that
all such post-closing adjustments have been determined, the amount (if any) by
which the reserved amount in respect of such Asset Sale exceeds the actual
post-closing adjustments payable by the Company or any of its Restricted
Subsidiaries will constitute Net Cash Proceeds on such date;


 


13

















 


(e) all amounts deemed
appropriate by the Issuer (as evidenced by a signed certificate of the
principal financial officer of the Issuer delivered to the Trustee) to be
provided as a reserve, in accordance with GAAP (“GAAP
Reserves”), against any liabilities associated with such assets
which are the subject of such Asset Sale;


 


(f) all foreign, federal,
state and local taxes payable (including taxes reasonably estimated to be
payable) in connection with or as a result of such Asset Sale; and


 


(g) with respect to Asset
Sales by Restricted Subsidiaries of the Company, the portion of such cash
payments attributable to Persons holding a minority interest in such Restricted
Subsidiary.


 


Notwithstanding the foregoing,
Net Cash Proceeds will not include proceeds received in a foreign jurisdiction
from an Asset Sale of an asset located outside the United States to the extent
(and only to the extent)


 


(1) such proceeds cannot
under applicable law be transferred to the United States; or


 


(2) such transfer would
result (in the good faith determination of the Board of Directors of the
Company set forth in a Board Resolution) in an aggregate tax liability that
would be materially greater than if such Asset Sale occurred in the United
States;


 


provided
that if, as, and to the extent that any of such proceeds may lawfully be in the
case of clause (1) or are in the case of clause (2) transferred to
the United States, such proceeds shall be deemed to be cash payments that are
subject to the terms of this definition of Net Cash Proceeds.


 


“Net Proceeds
Offer” has the meaning set forth in Section 4.16.


 


“Net Proceeds
Offer Amount” has the meaning set forth in Section 4.16.


 


“Net Proceeds
Offer Payment Date” has the meaning set forth in Section 4.16.


 


“Net Proceeds
Offer Trigger Date” has the meaning set forth in Section 4.16.


 


“Obligations”
means, with respect to any Indebtedness, all principal, interest, premiums,
penalties, fees, indemnities, expenses (including legal fees and expenses),
reimbursement obligations and other liabilities payable to the holder of such
Indebtedness under the documentation governing such Indebtedness.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Vice Chairman
of the Board, the Chief Executive Officer, the President, any Vice President,
the Chief Financial Officer, the Controller, the Treasurer, the Secretary or
any Assistant Vice President or Assistant Secretary of such Person.


 


14
















 


“Officers’ Certificate” of any Person means a certificate
signed by two Officers of such Person.


 


“Opinion of Counsel” means a written opinion from legal
counsel, which counsel may be counsel to or an employee of the Issuer or the
Company or counsel to the Trustee.


 


“Pari Passu Indebtedness” means any Indebtedness of the
Issuer or a Guarantor of the Securities ranking pari passu
with the Securities or a Guarantee of the Securities, as the case may be, that
the obligor thereon is required to offer to repurchase or repay on a permanent
basis in connection with an Asset Sale.


 


“Paying Agent” has the meaning set forth in Section 2.03.


 


“Payment Blockage Notice” has the meaning set forth in Section 10.02.


 


“Payment Blockage Period” has the meaning set forth in Section 10.02.


 


“Permitted Indebtedness” means, without duplication,


 


(1) the
Securities (other than Additional Securities) and the Guarantees thereof;


 


(2) Indebtedness
incurred pursuant to the Credit Agreement in an aggregate principal amount at
any time outstanding not to exceed $850.0 million, less the amount of any
prepayment thereunder made with the proceeds of an Asset Sale in accordance
with and in satisfaction of Section 4.16;


 


(3) Indebtedness
(other than Indebtedness contemplated by clause (1) or (2) of this
definition) of the Company and its Subsidiaries outstanding on the Issue Date;


 


(4) Interest
Swap Obligations of the Company or any of its Subsidiaries covering
Indebtedness of the Company or any of its Subsidiaries; provided, however,
that any Indebtedness to which any such Interest Swap Obligations correspond is
otherwise permitted to be incurred under this Indenture; provided, further,
that such Interest Swap Obligations are entered into, in the judgment of the
Company, to protect the Company or any of its Subsidiaries from fluctuation in
interest rates on their respective outstanding Indebtedness;


 


(5) Indebtedness
under Currency Agreements;


 


(6) intercompany
Indebtedness owed by the Company to any Restricted Subsidiary of the Company or
by any Restricted Subsidiary of the Company to the Company or any Restricted
Subsidiary of the Company for so long as such Indebtedness is held by the
Company or a Restricted Subsidiary of the Company in each case subject to no
Lien held by a Person other than the Company or a Restricted Subsidiary of the
Company; provided, however, that if as of any date any Person
other than the Company or a Restricted Subsidiary of the Company owns or holds
any 


 


15

















 


such Indebtedness
or holds a Lien in respect of such Indebtedness, such date will be deemed the
date of incurrence of Indebtedness not constituting Permitted Indebtedness by
the issuer of such Indebtedness under this clause (6);


 


(7) Acquired
Indebtedness to the extent the Company could have incurred such Indebtedness in
accordance with Section 4.04 on the date such Indebtedness became Acquired
Indebtedness;


 


(8) (A) guarantees
by Restricted Subsidiaries (other than the Issuer) pursuant to Section 4.19
or guarantees by Restricted Subsidiaries (other than the Issuer) of
Indebtedness of other Restricted Subsidiaries to the extent that such
Indebtedness is otherwise permitted under this Indenture and (B) guarantees
by the Company or the Issuer of the Company’s Wholly Owned Restricted
Subsidiaries’ Indebtedness; provided that such Indebtedness is permitted
to be incurred under this Indenture;


 


(9) Indebtedness
incurred by the Company or any Restricted Subsidiary in connection with the
purchase or improvement of property (real or personal) or equipment or other
capital expenditures in the ordinary course of business, in aggregate not to
exceed $50.0 million in any fiscal year of the Company;


 


(10) Indebtedness
of the Company or any Restricted Subsidiary evidenced by Capitalized Lease
Obligations not to exceed $25.0 million principal amount at any one time
outstanding;


 


(11)
guarantees, letters of credit and indemnity agreements relating to performance
and surety bonds incurred in the ordinary course of business;


 


(12) any
refinancing, modification, replacement, renewal, restatement, refunding,
deferral, extension, substitution, supplement, reissuance or resale of existing
or future Indebtedness incurred in accordance with Section 4.04 (other
than pursuant to clause (2), (6), (9), (10), (11), (13), (14), (15) or (16) of
this definition), including any additional Indebtedness incurred to pay
premiums required by the instruments governing such existing or future
Indebtedness as in effect at the time of issuance thereof (“Required Premiums”)
and fees in connection therewith; provided, however, that any
such event does not (1) result in an increase in the aggregate principal
amount of Permitted Indebtedness (except to the extent such increase is a
result of a simultaneous incurrence of additional Indebtedness (A) to pay
Required Premiums and related fees or (B) otherwise permitted to be
incurred under this Indenture) of the Company and its Subsidiaries and (2) create
Indebtedness with a Weighted Average Life to Maturity at the time such
Indebtedness is incurred that is less than the Weighted Average Life to
Maturity at such time of the Indebtedness being refinanced, modified, replaced,
renewed, restated, refunded, deferred, extended, substituted, supplemented,
reissued or resold;


 


(13)
additional Indebtedness of the Company or any Restricted Subsidiary in an
aggregate principal amount not to exceed $75.0 million at any one time 


 


16

















 


outstanding (which amount may, but need not,
be incurred in whole or in part under the Credit Agreement);


 


(14)
Indebtedness of the Company or any Restricted Subsidiary in respect of the
contingent deferred purchase price of any acquired property (including Capital
Stock) not to exceed $15.0 million in aggregate principal amount at any one
time outstanding;


 


(15) the
guarantee of Indebtedness of Joint Ventures to the extent permitted by clause (6) of
the definition of Permitted Investments in an aggregate principal amount not to
exceed $25.0 million; and


 


(16)
Indebtedness of Foreign Subsidiaries in an aggregate principal amount which,
when taken together with all other Indebtedness of Foreign Subsidiaries
Incurred pursuant to this clause (16) and outstanding on the date of such
Incurrence does not exceed $50.0 million.


 


“Permitted Investments” means


 


(1) Investments
by the Company or any Restricted Subsidiary of the Company in, or for the
benefit of, any Restricted Subsidiary of the Company (whether existing on the
Issue Date or created thereafter and including Investments in any Person, if
after giving effect to such Investment, such Person would be a Restricted
Subsidiary of the Company or such Person is merged, consolidated or amalgamated
with or into, or transfers or conveys all or substantially all of its assets
to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company) and Investments in, or for the benefit of, the Company by any
Restricted Subsidiary of the Company;


 


(2) Investments
in cash or Cash Equivalents;


 


(3) Investments
existing on the Issue Date;


 


(4) Investments
in securities of trade creditors or customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers or in settlement of or other resolution of claims
or disputes, and in each case, extensions, modifications and amendments
thereof;


 


(5) so
long as no Default or Event of Default has occurred and is continuing, loans
and advances in the ordinary course of business by the Company and its
Restricted Subsidiaries to their respective employees not to exceed $2.5
million at any one time outstanding;


 


(6) so
long as no Default or Event of Default has occurred and is continuing,
additional Investments in a Person or Persons principally engaged in a Related
Business not to exceed $200.0 million at any one time outstanding;


 


17

















 


(7) Investments
received by the Company or its Restricted Subsidiaries as consideration for
asset sales, including Asset Sales; provided, however, in the
case of an Asset Sale, such Asset Sale is effected in compliance with Section 4.16;


 


(8) Currency
Agreements and Interest Swap Obligations entered into in the ordinary course of
the Company’s or its Restricted Subsidiaries’ business and otherwise in
compliance with this Indenture;


 


(9) guarantees
by the Company or any of its Restricted Subsidiaries of Indebtedness, which
guarantees are otherwise permitted to be incurred by the Company or any of its
Restricted Subsidiaries under this Indenture; and


 


(10) any
Investments received in exchange for the issuance of Qualified Capital Stock of
the Company or any warrants, rights or options to purchase or acquire shares of
any such Qualified Capital Stock.


 


“Permitted Junior Securities” means


 


(1) Qualified
Capital Stock of the Issuer or any Guarantor; or


 


(2) debt
securities that are subordinated to (a) all Senior Debt and (b) any
debt securities issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the Securities and the Guarantees of
the Securities are subordinated to Senior Debt under this Indenture.


 


“Permitted Liens” means


 


(1) Liens
securing Indebtedness consisting of Capitalized Lease Obligations;


 


(2) Liens
securing any Senior Debt, including liens securing the Credit Agreement in
effect on the Issue Date;


 


(3) Liens
on property existing at the time of acquisition thereof by the Company or a
Restricted Subsidiary; provided that such Liens were in existence prior
to the contemplation of such acquisition;


 


(4) Liens
at any time outstanding with respect to assets of the Company and its
Restricted Subsidiaries, the fair market value of which at the time the Lien
was imposed does not exceed $1.0 million;


 


(5) Liens
securing Indebtedness incurred pursuant to clauses (9), (11), (13) or (14) of
the definition of Permitted Indebtedness; provided that such
Indebtedness is Senior Debt;


 


(6) Liens
created to replace Liens described in clause (3) or (6) above or
clause (7) below to the extent that such Liens do not extend beyond
the originally encumbered property (other than improvements thereto or thereon,
attachments and other modifications reasonably required to maintain such
property) and are not 


 


18

















 


otherwise
materially less favorable to the Company and its Restricted Subsidiaries than
the Liens being replaced, as determined by the Board of Directors of the
Company in good faith; and


 


(7) Liens
existing on the Issue Date.


 


“Person” means an individual, partnership, corporation,
limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.


 


“Preferred Stock” of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.


 


“principal” of any Indebtedness (including the Securities)
means the principal amount of such Indebtedness plus the premium, if any, on
such Indebtedness.


 


“pro forma” means, with respect to
any calculation made or required to be made pursuant to the terms of this
Indenture, a calculation in accordance with Article 11 of Regulation S-X
under the Securities Act.


 


“Pro Rata Share” has the meaning set forth in Section 4.16.


 


“Productive Assets” means assets of a kind used or usable in
the businesses of the Company and its Restricted Subsidiaries as conducted on
the date of the relevant Asset Sale or any Related Business (including Capital
Stock in any such businesses or Related Business and licenses or similar rights
to operate); provided, however, that accounts receivable acquired
as part of an acquisition of assets of a kind used or usable in such businesses
will be deemed to be Productive Assets.


 


“Qualified Capital Stock” means any stock that is not
Disqualified Capital Stock.


 


“Record Date” means the applicable Record Date (whether or
not a Business Day) specified in the Securities.


 


“Redemption Date,” when used with respect to any Security to
be redeemed, means the date fixed for such redemption pursuant to this
Indenture and the Securities.


 


“Redemption Price,” when used with respect to any Security to
be redeemed, means the price fixed for such redemption, payable in immediately
available funds, pursuant to this Indenture and the Securities.


 


“Refinancing Convertible Debentures Hedge and Warrant Option
Transactions” means any hedge and warrant option transactions
entered into after the Issue Date in respect of any convertible indebtedness
issued for the purpose of refinancing (whether through redemption, repurchase
or otherwise) of the Convertible Debentures, which hedge and warrant option
transactions are on terms that are, other than with respect to pricing 


 


19

















 


terms, substantially similar to
the agreements and confirmations referred to in clauses (i) and (ii) of
the definition of Existing Convertible Debenture Hedge and Warrant Option
Transactions and in any event on terms, other than with respect to pricing
terms, no less favorable to the Holders.


 


“Registrar” has the meaning set forth in Section 2.03.


 


“Related Business” means the businesses of the Company and
its Restricted Subsidiaries as conducted on the Issue Date and similar, complementary
or related businesses or reasonable extensions, developments or expansions
thereof.


 


“Responsible Officer” means, when used with respect to the
Trustee, any officer in the Corporate Trust Administration department at the
Corporate Trust Office of the Trustee including any vice president, assistant
vice president, assistant secretary, assistant treasurer, trust officer,
assistant trust officer, or any other officer of the Trustee 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 officer’s knowledge of and familiarity with the
particular subject.


 


“Restricted Investment” means an Investment other than a Permitted
Investment.


 


“Restricted Payment” has the meaning set forth in Section 4.03.


 


“Restricted Subsidiary” of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.


 


“S&P” means Standard & Poor’s, a division of the
McGraw-Hill Companies, and its successors.


 


“Sale and Leaseback Transaction” means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company
or such Restricted Subsidiary to such Person or to any other Person from whom
funds have been or are to be advanced by such Person on the security of such
property; provided, however, that a Sale and Leaseback
Transaction will not include a transaction or series of related transactions
for which the Company or its Restricted Subsidiaries receive aggregate
consideration (exclusive of indemnities) of less than $1.0 million (a “De Minimis Transaction”) so long as the aggregate
consideration (exclusive of indemnities) received by the Company or its
Restricted Subsidiaries from all De Minimis Transactions does not exceed an
aggregate of $10.0 million.


 


“Securities” has the meaning set forth in the preamble
hereto.


 


“Securities Act” means the Securities Act of 1933, as
amended, or any successor statute or statutes thereto.


 


20

















 


“Senior Debt” means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on any Indebtedness of the Issuer or any Guarantor of the
Securities, whether outstanding on the Issue Date or thereafter created,
incurred or assumed, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness will not be senior in
right of payment to the Securities. Without limiting the generality of the
foregoing, “Senior Debt” will also include the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of, all monetary
obligations (including guarantees thereof) of every nature of the Issuer under
the Credit Agreement in effect on the Issue Date, including, without
limitation, obligations to pay principal and interest, reimbursement
obligations under letters of credit, fees, expenses and indemnities. “Senior
Debt” will not include


 


(1) Indebtedness
evidenced by the Securities or a Guarantee of the Securities;


 


(2) any
Indebtedness of the Issuer or such Guarantor to the Company or a Subsidiary of
the Company;


 


(3) Indebtedness
to, or guaranteed on behalf of, any director, officer or employee of the
Company or any Subsidiary of the Company or Affiliate of the Company
(including, without limitation, amounts owed for compensation);


 


(4) trade
payables and other current liabilities arising in the ordinary course of
business in connection with obtaining goods, materials or services;


 


(5) Indebtedness
represented by Disqualified Capital Stock;


 


(6) any
liability for federal, state, local or other taxes owed or owing by the Issuer
or such Guarantor;


 


(7) that
portion of any Indebtedness incurred in violation of this Indenture;


 


(8) any
Indebtedness which is, by its express terms, subordinated in right of payment
or junior to any other Indebtedness of the Company or such Guarantor; and


 


(9) any
Indebtedness which, when incurred and without respect to any other election
under Section 1111(b) of Title 11, United States Code, is
without recourse to the Company or such Guarantor.


 


“Significant Subsidiary” has the meaning set forth in Rule 1.02(w) of
Regulation S-X under the Securities Act.


 


“Subsidiary,” with respect to any Person, means (i) any
corporation of which the outstanding Capital Stock having at least a majority
of the votes entitled to be cast in the 


 


21

















 


election of directors under
ordinary circumstances shall at the time be owned, directly or indirectly, by
such Person, or (ii) any other Person of which at least a majority of the
voting interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person.


 


“Surviving Entity” has the meaning set forth in Section 5.01.


 


“TIA” means the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb), as amended, as in effect on the date of the execution of
this Indenture until such time as this Indenture is qualified under the TIA,
and thereafter as in effect on the date on which this Indenture is qualified
under the TIA, or as the TIA may otherwise be amended from time to time.


 


“Trustee” means the party named as such in this Indenture
until a successor replaces it in accordance with the provisions of this
Indenture and thereafter means such successor.


 


“Unrestricted Subsidiary” of any Person means


 


(1) any
Subsidiary of such Person that at the time of determination is or continues to
be designated an Unrestricted Subsidiary by the Board of Directors of such
Person in the manner provided below; and


 


(2) any
Subsidiary of an Unrestricted Subsidiary.


 


The Board of
Directors of the Company may designate any Subsidiary (other than the Issuer)
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, the Company, the Issuer or any other Subsidiary of
the Company that is not a Subsidiary of the Subsidiary to be so designated; provided,
however, that


 


(x) the
Issuer certifies to the Trustee that such designation complies with Section 4.03;
and


 


(y) each
Subsidiary to be so designated and each of its Subsidiaries has not at the time
of designation, and does not thereafter, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable with respect to any
Indebtedness pursuant to which the lender has recourse to any of the assets of
the Company or any of its Restricted Subsidiaries except to the extent
permitted by Section 4.03 and Section 4.04.


 


The Board of
Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary only if


 


(x) immediately
after giving effect to such designation, the Company is able to incur at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.04; and


 


22

















 


(y) immediately
before and immediately after giving effect to such designation, no Default or
Event of Default shall have occurred and be continuing.


 


Any such
designation by the Board of Directors will be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution giving effect to such
designation and an Officers’ Certificate of the Company certifying that such
designation complied with the foregoing provisions.


 


“U.S. Government Obligations” means direct obligations of and
obligations guaranteed by the United States of America for the payment of which
the full faith and credit of the United States of America is pledged.


 


“U.S. Legal Tender” means such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.


 


“Weighted Average Life to Maturity” means, when applied to
any Indebtedness at any date, the number of years obtained by dividing


 


(a) the
then outstanding aggregate principal amount of such Indebtedness into


 


(b) the
sum of the total of the products obtained by multiplying


 


(1) the amount of each then remaining installment, sinking fund, serial
maturity or other required payment of principal, including payment at final
maturity, in respect thereof, by


 


(2) the number of years (calculated to the nearest one-twelfth)
which will elapse between such date and the making of such payment.


 


“Wholly Owned Restricted Subsidiary” of any Person means any
Restricted Subsidiary of such Person of which all the outstanding voting
securities (other than directors’ qualifying shares) are owned by such Person
or any Wholly Owned Restricted Subsidiary of such Person.


 


SECTION 1.02.  Incorporation by Reference of TIA.  Whenever this Indenture refers to a provision
of the TIA, such provision is incorporated by reference in, and made a part of,
this Indenture. The following TIA terms used in this Indenture have the
following meanings:


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Holder or a Securityholder.


 


“indenture to
be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


23
















 


“obligor” on
the indenture securities means the Issuer and each Guarantor of the Securities.


 


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 and, in each case,
not otherwise defined herein have the meanings assigned to them therein.


 


SECTION 1.03.  Rules of Construction.  Unless the context otherwise requires:


 


(1) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(2) “or”
is not exclusive;


 


(3) words
in the singular include the plural, and words in the plural include the
singular;


 


(4) provisions
apply to successive events and transactions;


 


(5) “herein,”
“hereof” and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision;


 


(6) unsecured Indebtedness shall not be deemed to be
subordinate or junior to secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness;


 


(7) secured
Indebtedness shall not be deemed to be subordinate or junior to any other
secured Indebtedness merely because it has a junior priority with respect to
the same collateral; and


 


(8) all
references to the date the Securities were originally issued shall refer to the
Issue Date.


 


ARTICLE 2


 


The Securities


 


SECTION 2.01.  Form and Dating.  Provisions relating to the Initial Securities
and the Exchange Securities are set forth in Appendix A hereto which is
hereby incorporated in, and expressly made part of, this Indenture. The Initial
Securities and the Trustee’s certificate of authentication thereof shall be
substantially in the form of Exhibit 1 to Appendix A hereto, which is
hereby incorporated in, and expressly made a part of, this Indenture.  The Exchange Securities and the Trustee’s
certificate of authentication thereof shall be substantially in the form of Exhibit 2
to Appendix A hereto, which is hereby incorporated in and expressly made a part
of this Indenture.  The Securities may
have notations, legends or endorsements required by law, stock exchange rule or
usage.  The 


 


24

















 


Issuer and the Trustee shall approve the form of the Securities and any
notation, legend or endorsement on them. 
Each Security shall be dated the date of its authentication and shall
show the date of its issuance.  The terms
of the Securities set forth in Appendix A and the exhibits thereto are part of
the terms of this Indenture.


 


SECTION 2.02.  Execution and Authentication.  An Officer shall sign the Securities for the
Issuer by manual or facsimile signature.


 


If an Officer
whose signature is on a Security was an Officer at the time of such execution
but no longer holds that or any office at the time the Trustee authenticates
the Security, the Security shall be valid nevertheless.


 


A Security
shall not be valid until an authorized signatory of the Trustee manually signs
the certificate of authentication on the Security.  The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.


 


The Trustee
shall authenticate Securities for original issue on the Issue Date in the
aggregate principal amount of $200,000,000 and, at any time and from time to
time thereafter, the Trustee shall authenticate Securities for original issue
in an aggregate principal amount specified in a written order of the Issuer in
the form of an Officers’ Certificate. The Officers’ Certificate shall specify
the amount of Securities to be authenticated and the date on which the
Securities are to be authenticated and, in the case of an issuance of
Additional Securities pursuant to Section 2.15 after the Issue Date, shall
certify that such issuance is in compliance with Section 4.04. Upon
receipt of a written order of the Issuer in the form of an Officers’
Certificate, the Trustee shall authenticate Securities in substitution for
Securities originally issued to reflect any name change of the Issuer. The
Trustee may appoint an authenticating agent reasonably acceptable to the Issuer
to authenticate Securities. Unless otherwise provided in the appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do
so. Each 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 the Issuer and Affiliates of the Issuer.


 


The Securities
shall be issuable only in registered form without coupons in minimum
denominations of $2,000 and any greater integral multiple of $1,000.


 


SECTION 2.03.  Registrar and Paying Agent.  The Issuer shall maintain an office or agency
in the Borough of Manhattan, The City of New York, where (a) Securities
may be presented or surrendered for registration of transfer or for exchange
(the “Registrar”), (b) Securities
may be presented or surrendered for payment (the “Paying Agent”) and (c) notices and demands in respect of
the Securities and this Indenture may be served. The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Issuer, upon
notice to the Trustee, may have one or more additional Paying Agents. The term “Paying
Agent” includes any additional Paying Agent.


 


The Issuer
shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture, which agreement shall incorporate the provisions of the TIA and
implement the provisions of this Indenture that relate to such Agent. The
Issuer shall notify 


 


25

















 


the Trustee of the name and
address of any such Agent. If the Issuer fails to maintain a Registrar or
Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such. The Issuer, the Company or any Subsidiary of the Company incorporated or
organized within The United States of America may act as Agent.


 


The Issuer
initially appoints the Trustee as Registrar, Paying Agent and agent for service
of demands and notices in connection with the Securities, until such time as
the Trustee has resigned or a successor has been appointed. The Paying Agent or
Registrar may resign upon 45 days notice to the Issuer.


 


SECTION 2.04.  Paying Agent to Hold Assets in Trust.  The Issuer shall require each Paying Agent
other than the Trustee to agree in writing that each Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all assets held by the Paying
Agent for the payment of principal of, or interest on, the Securities (whether
such assets have been distributed to it by the Issuer or any other obligor on the
Securities), and shall notify the Trustee of any Default by the Issuer (or any
other obligor on the Securities) in making any such payment. If the Issuer, the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate
the money and hold it in a separate trust. The Issuer at any time may require a
Paying Agent to distribute all assets held by it to the Trustee and account for
any assets disbursed and the Trustee may at any time during the continuance of
any payment Default, upon written request to a Paying Agent, require such
Paying Agent to distribute all assets held by it to the Trustee and to account
for any assets distributed. Upon distribution to the Trustee of all assets that
shall have been delivered by the Issuer to the Paying Agent, the Paying Agent
shall have no further liability for such assets.


 


SECTION 2.05.  Securityholder 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 Holders and otherwise comply with TIA §312(a). If the
Trustee is not the Registrar, the Issuer shall furnish or cause the Registrar
to furnish to the Trustee by each Record Date and at such other times as the
Trustee may reasonably request in writing a list as of such date and in such
form as the Trustee may reasonably require of the names and addresses of
Holders, which list (subject to Section 7.01 hereof) may be conclusively
relied upon by the Trustee.


 


SECTION 2.06.  Transfer and Exchange.  The Securities shall be issued in registered
form and shall be transferable only upon the surrender of a Security for
registration of transfer.  When a
Security is presented to the Registrar with a request to register a transfer,
the Registrar shall register the transfer as requested if the requirements of
this Indenture (including Appendix A hereto) and Section 8-401(1) of
the Uniform Commercial Code are met. 
When Securities are presented to the Registrar with a request to
exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met.


 


SECTION 2.07.  Replacement Securities.  If a mutilated Security is surrendered to the
Trustee or if the Holder of a Security claims that the Security has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall
authenticate a replacement Security if the Trustee’s and Issuer’s requirements
are met. If required by the 


 


26

















 


Trustee or the Issuer, such Holder shall provide an indemnity bond or
other indemnity, sufficient in the judgment of both the Issuer and the Trustee,
to protect the Issuer, the Guarantors, the Trustee and any Agent from any loss
which any of them may suffer if a Security is replaced. The Issuer may charge
such Holder for its reasonable out-of-pocket expenses in replacing a Security,
including reasonable fees and expenses of counsel. Every replacement Security
shall constitute an additional obligation of the Issuer and every replacement
Guarantee shall constitute an additional obligation of the Guarantors.


 


SECTION 2.08.  Outstanding Securities.  Securities outstanding at any time are all
the Securities that have been authenticated by the Trustee except those
cancelled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. Subject to Section 2.09, a Security
does not cease to be outstanding because the Issuer or any of its Affiliates
holds the Security.


 


If a Security
is replaced pursuant to Section 2.07 (other than a mutilated Security
surrendered for replacement), it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser. A mutilated Security ceases to be outstanding upon surrender of
such Security and replacement thereof pursuant to Section 2.07.


 


If on a
Redemption Date or the Final Maturity Date the Paying Agent holds (or, if the
Issuer, the Company or a Subsidiary of the Company acts as Paying Agent,
segregates and holds in trust) in accordance with the terms of this Indenture
U.S. Legal Tender sufficient to pay all of the principal and interest due on
the Securities payable on that date, and the Paying Agent is not prohibited
from paying such money to the Holders on that date pursuant to the terms of
this Indenture, then on and after that date such Securities cease to be
outstanding and interest on them ceases to accrue.


 


SECTION 2.09.  Treasury Securities.  In determining whether the Holders of the
required principal amount of Securities have concurred in any direction, waiver
or consent, Securities owned by the Issuer or any of its Affiliates shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities that the Trustee has received notice are so owned shall be
disregarded.


 


The Trustee
may require an Officers’ Certificate of the Issuer listing Securities owned by
the Issuer or its Affiliates.


 


SECTION 2.10.  Temporary Securities.  Until definitive Securities are ready for
delivery, the Issuer may prepare and the Trustee shall authenticate temporary
Securities upon receipt of a written order of the Issuer in the form of an
Officers’ Certificate. The Officers’ Certificate shall specify the amount of
temporary Securities to be authenticated and the date on which the temporary
Securities are to be authenticated. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Issuer
considers appropriate for temporary Securities. Without unreasonable delay, the
Issuer shall prepare and the Trustee shall authenticate upon receipt of a
written order of the Issuer pursuant to Section 2.02 definitive Securities
in exchange for temporary Securities.


 


27

















 


SECTION 2.11.  Cancellation.  The Issuer at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for transfer,
exchange or payment. The Trustee, or at the direction of the Trustee, the
Registrar or the Paying Agent, and no one else, shall cancel and dispose of all
Securities surrendered for transfer, exchange, payment or cancellation, in
accordance with its customary practices. Subject to Section 2.07, the
Issuer may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation. If the Issuer shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented by such Securities unless and
until the same are surrendered to the Trustee for cancellation pursuant to this
Section 2.11.


 


SECTION 2.12.  Defaulted Interest.  The Issuer will pay interest on overdue
principal from time to time on demand at the rate of interest then borne by the
Securities. The Issuer shall, to the extent lawful, pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the rate of interest then borne by the Securities.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.


 


If the Issuer
defaults in a payment of interest on the Securities, it shall pay the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date,
which date shall be the fifteenth day next preceding the date fixed by the
Issuer for the payment of defaulted interest. At least 15 days before the
subsequent special record date, the Issuer shall mail to each Holder, with a
copy to the Trustee (or cause the Trustee to mail) a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest, and interest payable on such defaulted interest, if any, to be paid.


 


Notwithstanding
the foregoing, any interest which is paid prior to the expiration of the 30-day
period set forth in Section 6.01(a) shall be paid to Holders as of
the regular Record Date for the Interest Payment Date for which interest has
not been paid.


 


Notwithstanding
the foregoing, the Issuer may make payment of defaulted interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed.


 


SECTION 2.13.  CUSIP Number.  The Issuer in issuing the Securities may use
one or more “CUSIP” numbers, and if so, the Trustee shall use the CUSIP numbers
in notices of redemption or exchange as a convenience to Holders; provided,
however, that no representation is hereby deemed to be made as to the
correctness or accuracy of the CUSIP numbers printed in the notice or on the
Securities, and that reliance may be placed only on the other identification
numbers printed on the Securities. The Issuer shall promptly notify the Trustee
of any change in the CUSIP number.


 


SECTION 2.14.  Deposit of Moneys.  Prior to 10:00 a.m. New York City time
on each Interest Payment Date and the Final Maturity Date, the Issuer shall
have deposited with the Paying Agent in immediately available funds U.S. Legal
Tender sufficient to make 


 


28

















 


cash payments, if any, due on such Interest Payment Date or Final
Maturity Date, as the case may be, in a timely manner which permits the Paying
Agent to remit payment to the Holders on such Interest Payment Date or Final
Maturity Date, as the case may be.


 


SECTION 2.15.  Issuance of Additional Securities.  After the Issue Date, the Issuer shall be
entitled, subject to its compliance with Section 4.04, to issue Additional
Securities under this Indenture in an unlimited aggregate principal amount, which
Securities shall have identical terms as the Initial Securities issued on the
Issue Date, other than with respect to the date of issuance and issue
price.  The Initial Securities issued on
the Issue Date, any Additional Securities and all Exchange Securities issued in
exchange therefor shall be treated as a single class for all purposes under
this Indenture, including waivers, amendments, redemptions and offers to
purchase.


 


With respect
to any Additional Securities, the Issuer shall set forth in a Board Resolution
of the Board of Directors of the Issuer and an Officers’ Certificate of the
Issuer, a copy of each which shall be delivered to the Trustee, the following
information:


 


(1)  the aggregate principal amount of
such Additional Securities to be authenticated and delivered pursuant to this
Indenture and the provision of Section 4.04 that the Issuer is relying on
to issue such Additional Securities;


 


(2)  the issue price, the issue date and
the CUSIP number of such Additional Securities; provided, however,
that Additional Securities may be issued only if they are fungible with the
other Securities issued under this Indenture for United States federal income
tax purposes; and


 


(3)  whether such Additional Securities
shall be Initial Securities or shall be issued in the form of Exchange
Securities as set forth in Exhibit 2 to Appendix A.


 


ARTICLE 3


 


Redemption


 


SECTION 3.01.  Notices to Trustee.  If the Issuer elects to redeem Securities
pursuant to the redemption provisions of Paragraph 5, Paragraph 6 or Paragraph
7 of the Securities, it shall notify the Trustee in writing of the Redemption
Date, the Redemption Price and the principal amount of Securities to be
redeemed. The Issuer shall give notice of redemption to the Paying Agent and
Trustee at least 45 days but not more than 60 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee), together with
an Officers’ Certificate of the Issuer stating that such redemption will comply
with the conditions contained herein. Any such notice may be cancelled at any
time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.


 


SECTION 3.02.  Selection of Securities to be Redeemed.  In the event that less than all of the
Securities are to be redeemed at any time pursuant to the redemption provisions
of Paragraph 5, Paragraph 6 or Paragraph 7 of the Securities, the Trustee will 


 


29

















 


select the Securities or portions thereof to be redeemed among the
Holders of the Securities as follows:


 


(1)  if the Securities are listed, in
compliance with any applicable requirements of the principal national
securities exchange on which the notes are listed; or


 


(2)  if the Securities are not so listed,
on a pro rata basis, by lot or by
any other method the Trustee considers fair and appropriate;


 


The Trustee
shall make the selection from the Securities outstanding and not previously
called for redemption and shall promptly notify the Issuer in writing of the
Securities selected for redemption and, in the case of any Security selected
for partial redemption, the principal amount thereof to be redeemed. Securities
in denominations of $2,000 or less may be redeemed only in whole. The Trustee
may select for redemption portions (equal to $2,000 or any greater integral
multiple of $1,000 thereof) of the principal amount of Securities that have
denominations larger than $2,000. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called
for redemption.


 


SECTION 3.03.  Notice of Redemption.  In the case of an optional redemption
pursuant to the provisions of Paragraph 5, Paragraph 6 or Paragraph 7 of the
Securities, at least 30 days but not more than 60 days before a Redemption
Date, the Issuer shall mail a notice of redemption by first class mail, postage
prepaid, to each Holder whose Securities are to be redeemed at its registered
address. At the Issuer’s request, the Trustee shall give the notice of redemption
in the Issuer’s name and at the Issuer’s expense. Each notice for redemption
shall identify the Securities to be redeemed (including the CUSIP number(s), if
any) and shall state:


 


(1)  the Redemption Date;


 


(2)  the Redemption Price and the amount
of accrued interest, if any, to be paid;


 


(3)  the name and address of the Paying
Agent;


 


(4)  that Securities called for
redemption must be surrendered to the Paying Agent to collect the Redemption
Price plus accrued interest, if any;


 


(5)  that, unless the Issuer defaults in
making the redemption payment or the Paying Agent is prohibited from making
such payment pursuant to the terms of this Indenture, interest on Securities
called for redemption ceases to accrue on and after the Redemption Date, and the
only remaining right of the Holders of such Securities is to receive payment of
the Redemption Price upon surrender to the Paying Agent of the Securities
redeemed;


 


(6)  if any Security is being redeemed
in part, the portion of the principal amount of such Security to be redeemed
and that, after the Redemption Date, and 


 


30

















 


upon surrender of such Security, a new Security or Securities in
aggregate principal amount equal to the unredeemed portion thereof will be
issued upon surrender of the original Security;


 


(7)  if fewer than all the Securities
are to be redeemed, the identification of the particular Securities (or portion
thereof) to be redeemed, as well as the aggregate principal amount of
Securities to be redeemed and the aggregate principal amount of Securities to
be outstanding after such partial redemption; and


 


(8)  the paragraph of the Securities
pursuant to which the Securities are to be redeemed.


 


Notice of any redemption upon an Equity
Offering may be given prior to the completion thereof, and any such redemption
or notice may, at the Issuer’s discretion, be subject to one or more conditions
precedent, including, but not limited to, completion of the related Equity
Offering.


 


SECTION 3.04.  Effect of Notice of Redemption.  Once notice of redemption is mailed in
accordance with Section 3.03, Securities called for redemption become due
and payable on the Redemption Date and at the Redemption Price plus accrued
interest, if any. Upon surrender to the Trustee or Paying Agent, such
Securities called for redemption shall be paid at the Redemption Price (which
shall include accrued interest thereon to the Redemption Date), but
installments of interest, the maturity of which is on or prior to the Redemption
Date, shall be payable to Holders of record at the close of business on the
relevant Record Dates.


 


SECTION 3.05.  Deposit of Redemption Price.  On or before 11:00 a.m. New York Time on
the Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the
Issuer, the Company or a Subsidiary of the Company is the Paying Agent, shall
segregate and hold in trust) U.S. Legal Tender sufficient to pay the Redemption
Price plus accrued interest, if any, of all Securities to be redeemed on that
date (other than Securities or portions thereof called for redemption on that
date which have been delivered by the Issuer to the Trustee for cancellation).
The Paying Agent or Trustee shall promptly return to the Issuer any U.S. Legal
Tender so deposited which is not required for that purpose.


 


If the Issuer
complies with the preceding paragraph, then, unless the Issuer defaults in the
payment when due of such Redemption Price plus accrued interest, if any, or the
Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest on the Securities to be redeemed will cease to accrue
on and after the applicable Redemption Date, whether or not such Securities are
presented for payment.


 


SECTION 3.06.  Securities Redeemed in Part.  Upon surrender and cancellation of a Security
that is to be redeemed in part only, the Trustee shall authenticate for the
Holder a new Security or Securities in a principal amount equal to the
unredeemed portion of the Security surrendered.


 


31

















 


SECTION 3.07.  Gaming Redemption.  In connection with any redemption pursuant to
the provisions of Paragraph 8 of the Securities, and except as may be required
by a Gaming Authority, the Issuer shall comply with Sections 3.01 through 3.06
hereof.


 


ARTICLE 4


 


Covenants


 


SECTION 4.01.  Payment of Securities.  The Issuer will pay the principal of and
interest on the Securities in the manner provided in the Securities and in this
Indenture. An installment of principal of or interest on the Securities shall
be considered paid on the date it is due if the Trustee or Paying Agent (other
than the Issuer, the Company or a Subsidiary of the Company) holds on that date
U.S. Legal Tender designated for and sufficient to pay the installment in full
and is not prohibited from paying such money to the Holders pursuant to the
terms of this Indenture. Interest, including defaulted interest, if any, will
be computed on the basis of a 360-day year comprised of twelve 30-day months
and in the case of a partial month, the actual number of days elapsed.


 


Notwithstanding
anything to the contrary contained in this Indenture, the Issuer may, to the
extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal or
interest payments hereunder.


 


SECTION 4.02.  Maintenance of Office or Agency.  The Issuer will maintain in the Borough of
Manhattan, The City of New York, the office or agency required under Section 2.03.
The Issuer shall 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 Issuer
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 address of the Trustee set
forth in Section 13.02. The Issuer hereby initially designates the office
or agency of the Trustee in the Borough of Manhattan, The City of New York (the
address for which may be obtained from the Issuer or the Trustee at the
Corporate Trust Office) where presentations and surrenders may be made and
notices or demands may be served on the Issuer.


 


SECTION 4.03.  Limitation on Restricted Payments.  The Company will not, and will not cause or
permit any of its Restricted Subsidiaries to, directly or indirectly,


 


(a) 
declare or pay any dividend or make any distribution (other than dividends or
distributions payable in Qualified Capital Stock of the Company or in warrants,
rights or options (other than debt securities or Disqualified Capital Stock) to
acquire Qualified Capital Stock of the Company) on or in respect of shares of
the Company’s Capital Stock to holders of such Capital Stock;


 


(b) 
purchase, redeem or otherwise acquire or retire for value any Capital Stock of
the Company or any warrants, rights or options (other than debt securities or
Disqualified Capital Stock) to purchase or acquire shares of any class of such
Capital Stock, 


 


32

















 


other than the exchange of such Capital Stock, warrants, rights or
options for Qualified Capital Stock and/or for warrants, rights or options
(other than debt securities or Disqualified Capital Stock) to acquire Qualified
Capital Stock; or


 


(c)  make
any Restricted Investment (other than Permitted Investments)


 


(each of the
foregoing actions set forth in clauses (a), (b) and (c) being
referred to as a “Restricted Payment”),
if at the time of such Restricted Payment or immediately after giving effect
thereto,


 


(1)  a Default or an Event of Default
shall have occurred and be continuing;


 


(2)  the Company is not able to incur at
least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.04; or


 


(3)  the aggregate amount of Restricted
Payments made subsequent to the Issue Date (without duplication and excluding
Restricted Payments permitted by clauses (2)(a), (4) and (5) of the
following paragraph) shall exceed the sum of:


 


(w) the sum of (i) $135.4 million and (ii) 50% of the
cumulative Consolidated Net Income, or if cumulative Consolidated Net Income
shall be a loss, minus 100% of such loss, of the Company earned subsequent to March 31,
2008 and on or prior to the last day of the most recent fiscal quarter for
which internal financial statements are available treating such period as a
single accounting period; plus


 


(x) the sum of (i) 100% of the aggregate net cash proceeds
received by the Company from any Person (other than a Subsidiary of the
Company) from the issuance and sale subsequent to the Issue Date and on or
prior to the date the Restricted Payment occurs of Qualified Capital Stock, or
in respect of warrants, rights or options (other than debt securities or
Disqualified Capital Stock) to acquire Qualified Capital Stock, including
Qualified Capital Stock issued upon the conversion of convertible Indebtedness
and (ii) 100% of any cash capital contribution received by the Company
from its shareholders subsequent to the Issue Date and on or prior to the date
the Restricted Payment occurs; plus


 


(y) the amount by which Indebtedness of the Company or a
Restricted Subsidiary is reduced on the Company’s consolidated balance sheet
upon the conversion or exchange (other than by a Subsidiary of the Company)
subsequent to the Issue Date of any Indebtedness of the Company or a Restricted
Subsidiary convertible or exchangeable for Qualified Capital Stock of the
Company (less the amount of any cash, or the fair value of any other property,
distributed by the Company upon such conversion or exchange); plus


 


33

















 


(z) with respect to Restricted Investments made after December 23,
2004, the net reduction after the Issue Date of such Restricted Investments as
a result of (without duplication with respect to any item below as among such
items or any item listed in clause (3) of the next paragraph):


 


(i) any disposition of any such Restricted Investments sold or
otherwise liquidated or repaid, to the extent of the net cash proceeds received
by the Company or a Restricted Subsidiary;


 


(ii) cash dividends or repayments of loans or advances in cash to
the Company or any Restricted Subsidiary or, to the extent that a guarantee
issued by the Company or a Restricted Subsidiary constitutes a Restricted
Investment, the release of such guarantee; or


 


(iii) a Person becoming a Restricted Subsidiary, to the extent of
the Company’s portion (proportionate to the Company’s equity interest in such
Person) of the fair market value of the net assets of such Person;


 


provided,
that any net reduction in Restricted Investments pursuant to this clause (z) shall
only be included in the calculation required by clause (3) above to the
extent that such net reduction in Restricted Investments is not included in the
Company’s Consolidated Net Income.


 


Notwithstanding
the foregoing, the provisions set forth in the immediately preceding paragraph
shall not prohibit


 


(1) the
payment of any dividend or distribution or the redemption of any securities
within 60 days after the date of declaration of such dividend or distribution
or the giving of formal notice by the Company of such redemption, if the
dividend or distribution would have been permitted on the date of declaration
or the redemption would have been permitted on the date of the giving of the
formal notice thereof;


 


(2) so
long as no Default or Event of Default shall have occurred and be continuing,
the making of any Restricted Payment, either


 


(a) in exchange for shares of Qualified Capital Stock and/or
warrants, rights or options (other than debt securities or Disqualified Capital
Stock) to acquire Qualified Capital Stock; or


 


(b) through the application of the net proceeds of a sale for cash
(other than to a Subsidiary of the Company) of shares of Qualified Capital
Stock and/or warrants, rights or options (other than debt securities or
Disqualified Capital Stock) to acquire Qualified Capital Stock, so long as such
net proceeds are applied pursuant to this clause (b) within 180 days
of such sale;


 


(3) so
long as no Default or Event of Default shall have occurred and be continuing,
any other Restricted Payment by the Company; provided, however,
that 


 


34

















 


the aggregate
amounts expended pursuant to this clause (3) do not exceed $50.0 million
plus, to the extent that any Restricted Payment made pursuant to this clause (3) is
in the form of a Restricted Investment, the net reduction of such Restricted
Investments as a result of (without duplication with respect to any item below
as among such items or any item listed in clause (3)(z) of the previous
paragraph):


 


(a) any disposition of any such Restricted Investments sold or
otherwise liquidated or repaid, to the extent of the net cash proceeds received
by the Company or a Restricted Subsidiary;


 


(b) cash dividends or repayments of loans or advances in cash to
the Company or any Restricted Subsidiary or, to the extent that a guarantee
issued by the Company or a Restricted Subsidiary constitutes a Restricted
Investment, the release of such guarantee; or


 


(c) a Person becoming a Restricted Subsidiary, to the extent of
the Company’s portion (proportionate to the Company’s equity interest in such
Person) of the fair market value of the net assets of such Person;


 


provided that any
net reduction in Restricted Investments pursuant to this clause (3) shall
only be included in the calculation required by this clause (3) to the
extent that such net reduction in Restricted Investments is not included in the
Company’s Consolidated Net Income;


 


(4) the
repurchase of any Capital Stock of the Company or any warrants, rights or
options to purchase or acquire shares of any such Capital Stock deemed to occur
upon the exercise of stock options to acquire Qualified Capital Stock or other
similar arrangements to acquire Qualified Capital Stock if such repurchased
Capital Stock or warrants, rights or options to acquire shares of any such
Capital Stock represent a portion of the exercise price thereof and applicable
withholding taxes, if any; and


 


(5) the
making of any payments pursuant to (a) the Existing Convertible Debentures
Hedge and Warrant Option Transactions or (b) any Refinancing Convertible
Debentures Hedge and Warrant Option Transactions; provided that the aggregate
amount of all such Restricted Payments made pursuant to subclause (b) of
this clause (5), minus cash received from counterparties to such agreements and
confirmations upon entering into such agreements and confirmations, shall not
exceed $40.0 million.


 


In determining
the aggregate amount of Restricted Payments made subsequent to the Issue Date
in accordance with clause (3) of the immediately preceding paragraph,
amounts expended (to the extent such expenditure is in the form of cash)
pursuant to clauses (1), (2)(b) and (3) of this paragraph will be
included in such calculation.


 


SECTION 4.04.  Limitation on Incurrence of Additional
Indebtedness.  The Company will not,
and will not permit any of its Restricted Subsidiaries to, incur any
Indebtedness, other than Permitted Indebtedness; provided, however,
that if no Default or 


 


35

















 


Event of Default shall have occurred and be continuing at the time or
as a consequence of the incurrence of any such Indebtedness, the Issuer or any
Guarantor may incur Indebtedness if on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof, the Consolidated
Fixed Charge Coverage Ratio of the Company is equal to or greater than 2.0 to
1.0.


 


Neither the
Issuer nor any Guarantor will, directly or indirectly, in any event incur any
Indebtedness that, by its terms or by the terms of any agreement governing such
Indebtedness, is both subordinated pursuant to its terms in right of payment to
any other Indebtedness of the Issuer or such Guarantor, as the case may be, and
senior in right of payment to the Securities or any such Guarantor’s Guarantee,
as the case may be.


 


SECTION 4.05.  Corporate Existence.  Except as otherwise permitted by Article 5,
the Company shall do or cause to be done, at its own cost and expense, all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each of its
Subsidiaries in accordance with the respective organizational documents of the
Company or the Subsidiary, as the case may be, and the rights (charter and
statutory) and material franchises of the Company and each of its Subsidiaries;
provided, however, that the Company shall not be required to
preserve any such right or franchise, or the corporate existence of any
Subsidiary (other than the Issuer), if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and each of its Subsidiaries, taken as a
whole.


 


SECTION 4.06.  Payment of Taxes and Other Claims.  The Company will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (a) all
material taxes, assessments and governmental charges levied or imposed upon it
or any of its Subsidiaries or upon the income, profits or property of it or any
of its Subsidiaries and (b) all lawful claims for labor, materials and
supplies which, in each case, if unpaid, might by law become a material
liability or Lien upon the property of it or any of its Subsidiaries; provided,
however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim the
amount, applicability or validity of which is being contested in good faith by
appropriate proceedings and for which adequate provision has been made or for
which adequate reserves, to the extent required under GAAP, have been established
or where the failure to effect such payment or discharge is not adverse in any
material respect to the Holders.


 


SECTION 4.07.  Maintenance of Properties and Insurance.  (a)  The Company shall cause all
material properties owned by or leased by it or any of its Subsidiaries used or
useful to the conduct of its business or the business of any of its
Subsidiaries to be maintained and kept in normal condition, repair and working
order and supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals and replacements thereof, all as in its judgment
may be reasonably necessary, so that the business carried on in connection
therewith may be properly conducted at all times; provided, however,
that nothing in this Section 4.07 shall prevent the Company or any of its
Subsidiaries from discontinuing the use, operation or maintenance of any of
such properties, or disposing of any of them, if such properties are, in the
reasonable and good faith judgment 


 


36

















 


of the Board of Directors of the Company or such Subsidiary, as the
case may be, no longer reasonably necessary in the conduct of their respective
businesses or such disposition is otherwise permitted by this Indenture.


 


(b)  The Company
shall provide or cause to be provided, for itself and each of its Subsidiaries,
insurance (including appropriate self-insurance) against loss or damage of the
kinds that, in the reasonable, good faith judgment of the Board of Directors of
the Company, are adequate and appropriate for the conduct of the business of
the Company and such Subsidiaries in a prudent manner, with reputable insurers
or with the government of the United States of America or an agency or
instrumentality thereof, in such amounts, with such deductibles and by such
methods as shall be customary, in the good faith judgment of the Board of
Directors of the Company, for companies similarly situated in the industry.


 


SECTION 4.08.  Compliance Certificate; Notice of Default.  (a)  The Issuer shall deliver to the
Trustee, within 90 days after the end of each of the Issuer’s fiscal years, an
Officers’ Certificate of the Issuer(signed by the principal executive officer,
principal financial officer and principal accounting officer) stating that a
review of its activities and the activities of its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
officers with a view to determining whether it has kept, observed, performed
and fulfilled its Obligations under this Indenture and further stating, as to
each such officer signing such certificate, that to the best of his knowledge
the Issuer during such preceding fiscal year has kept, observed, performed and
fulfilled each and every such Obligation and no Default or Event of Default has
occurred during such year and at the date of such certificate there is no
Default or Event of Default that has occurred and is continuing or, if such
signers do know of such Default or Event of Default, the certificate shall
describe the Default or Event of Default and its status in reasonable detail.
The Officers’ Certificate shall also notify the Trustee should the Issuer elect
to change the manner in which it fixes its fiscal year end.


 


(b)  The
annual financial statements delivered to the Trustee pursuant to Section 4.10
shall be accompanied by a written report of the Company’s independent
accountants that in conducting their audit of the financial statements which
are a part of such annual report or such annual financial statements nothing
has come to their attention that would lead them to believe that the Company
has violated any provisions of Article 4, 5 or 6 insofar as they relate to
accounting matters or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.


 


(c)  So
long as any of the Securities are outstanding, if any Default or Event of
Default has occurred and is continuing, the Issuer shall promptly deliver to
the Trustee by registered or certified mail or by telegram, telex or facsimile
transmission an Officers’ Certificate of the Issuer specifying such event,
notice or other action within 30 Business Days of its becoming aware of such
occurrence.


 


SECTION 4.09.  Compliance with Laws.  The Company will comply, and will cause each
of its Subsidiaries to comply, with all applicable statutes, rules,
regulations, 


 


37

















 


orders and restrictions of the United States, all states and
municipalities thereof, and of any governmental department, commission, board,
regulatory authority, bureau, agency and instrumentality of the foregoing, in
respect of the conduct of their respective businesses and the ownership of
their respective properties, except for such noncompliances as are being
contested in good faith and by appropriate proceedings and except for such
noncompliances as would not in the aggregate have a material adverse effect on
the financial condition or results of operations of the Company and its
Subsidiaries taken as a whole.


 


SECTION 4.10.  Commission Reports.  (a)  The Company promptly will deliver
to the Trustee, but in any event no later than 15 days after it files with the
Commission, copies of the quarterly and annual reports and of the information,
documents and other reports, if any, which the Company is required to file with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
Notwithstanding that the Company may not be required to remain subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act,
the Company will file with the Commission all information, documents and
reports required to be filed with the Commission to the extent permitted, and
provide the Trustee and the Holders with such annual reports and such
information, documents and other reports specified in Sections 13 and 15(d) of
the Exchange Act. The Company and the Issuer shall also comply with the other
provisions of TIA § 314(a).


 


(b) 
Regardless of whether the Company is required to furnish such reports to its
stockholders pursuant to the Exchange Act, the Company (at its own expense)
shall cause its consolidated financial statements, comparable to those which
would have been required to appear in annual or quarterly reports, to be
delivered to the Trustee and the Holders.


 


(c)  For
so long as any of the Securities remain outstanding, the Company will make
available to any prospective purchaser of the Securities or beneficial owner of
the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under
the Securities Act during any period when the Company is not subject to Section 13
or 15(d) under the Exchange Act.


 


(d) 
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


SECTION 4.11.  Waiver of Stay, Extension or Usury Laws.  The Issuer covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive the
Issuer from paying all or any portion of the principal of and/or interest on
the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture, and (to the extent that it may lawfully do so) the Issuer hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted
to the 


 


38

















 


Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.


 


SECTION 4.12.  Limitations on Transactions with
Affiliates.  The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or permit to exist any transaction or series of related
transactions with any of its Affiliates (an “Affiliate
Transaction”), other than


 


(x) Affiliate
Transactions permitted under the next paragraph; and


 


(y) Affiliate
Transactions on terms that are no less favorable to the Company or such
Restricted Subsidiary than those that might reasonably have been obtained in a
comparable transaction at such time on an arm’s-length basis from a Person that
is not an Affiliate;


 


provided,
however, that for a transaction or series of related transactions with
an aggregate value of $10.0 million or more


 


(1) such
determination shall be made in good faith by a majority of the disinterested
members of the Board of the Directors of the Company; or


 


(2) the
Board of Directors of the Company shall have received an opinion from an
independent nationally recognized investment banking, accounting or valuation
firm, selected by the Company, that such transaction or series of related
transactions is on terms that are fair, from a financial point of view, to the
Company or such Restricted Subsidiary;


 


and provided,
further, that for a transaction or series of related transactions with
an aggregate value of $30.0 million or more,


 


(1) such
determination shall be made in good faith by a majority of the disinterested
members of the Board of Directors of the Company; and


 


(2) the
Board of Directors of the Company shall have received an opinion from an
independent nationally recognized investment banking, accounting or valuation
firm, selected by the Company, that such transaction or series of related
transactions is on terms that are fair, from a financial point of view, to the
Company or such Restricted Subsidiary.


 


The foregoing
restrictions will not apply to:


 


(1) reasonable
fees and compensation paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Company or any Subsidiary as
determined in good faith by the Company’s Board of Directors or senior
management;


 


(2) transactions
between or among the Company and any of its Restricted Subsidiaries so long as
no portion of the minority interest in such Restricted 


 


39

















 


Subsidiary is owned
by an Affiliate of the Company (other than a Wholly Owned Subsidiary of the
Company or directors or officers of such Subsidiary that hold stock of such
Subsidiary to the extent that local law requires a resident of such
jurisdiction to own stock of such company) or between or among such Restricted
Subsidiaries; provided that such transactions are not otherwise
prohibited by this Indenture;


 


(3) any
agreement as in effect as of the Issue Date or any amendment thereto or any
transaction contemplated thereby (including pursuant to any amendment thereto)
or in any replacement agreement thereto so long as any such amendment or
replacement agreement is not more disadvantageous to the Holders in any
material respect than the original agreement as in effect on the Issue Date;


 


(4) Permitted
Investments and Restricted Payments permitted by this Indenture;


 


(5) commercially
reasonable transactions between the Company or a Restricted Subsidiary and any
Joint Venture in the ordinary course of business that have been determined by
the Board of Directors or senior management of the Company to comply with
clause (y) of the first paragraph above; and


 


(6) the
issuance or sale of any Qualified Capital Stock of the Company.


 


SECTION 4.13.  Limitation on Dividend and Other Payment
Restrictions Affecting Subsidiaries.


 


The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:


 


(a)  pay dividends or make any other distributions on or in
respect of its Capital Stock;


 


(b)  make loans or advances to or pay any Indebtedness or other
obligation owed to the Company or any other Restricted Subsidiary of the
Company; or


 


(c)  transfer any of its property or assets to the Company or any
other Restricted Subsidiary of the Company,


 


except for such encumbrances or restrictions existing under or by
reason of:


 


(1)  applicable law and agreements with
governmental authorities with respect to assets located in their jurisdiction;


 


(2)  the Securities, this Indenture or
any Guarantee;


 


(3)  (A) customary provisions
restricting (1) the subletting or assignment of any lease or (2) the
transfer of copyrighted or patented materials, (B) provisions in
agreements that restrict the assignment of such agreements or rights 


 


40

















 


thereunder or (C) provisions of a customary nature contained in
the terms of Capital Stock restricting the payment of dividends and the making
of distributions on Capital Stock;


 


(4)  any agreement or instrument
governing Acquired Indebtedness, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
(a) the Person or the properties or assets of the Person so acquired
(including the Capital Stock of such Person), or (b) any Restricted
Subsidiary having no assets other than (i) the Person or the properties or
assets of the Person so acquired (including the Capital Stock of such Person)
and (ii) other assets having a fair market value not in excess of
$250,000, and, in each case, the monetary proceeds thereof;


 


(5)  any agreement or instrument (A) in
effect at or entered into on the Issue Date or (B) governing Senior Debt,
including the Credit Agreement;


 


(6)  any agreement or instrument
governing Indebtedness incurred pursuant to clause (9), (13) or (16) of the
definition of Permitted Indebtedness;


 


(7)  restrictions on the transfer of
assets subject to any Lien permitted under this Indenture;


 


(8)  restrictions imposed by any
agreement to sell assets not in violation of this Indenture to any Person
pending the closing of such sale;


 


(9)  customary rights of first refusal
with respect to the Company’s and its Restricted Subsidiaries’ interests in
their respective Restricted Subsidiaries and Joint Ventures;


 


(10)  Indebtedness of a Person that was
a Restricted Subsidiary at the time of incurrence and the incurrence of which
Indebtedness is permitted by Section 4.04; provided that such
encumbrances and restrictions apply only to such Restricted Subsidiary and its
assets; and provided, further, that the Board of Directors of the
Company has determined in good faith, at the time of creation of each such
encumbrance or restriction, that such encumbrances and restrictions would not
singly or in the aggregate have a materially adverse effect on the Holders of
the Securities;


 


(11) 
the subordination of any Indebtedness owed by the Company or any of its
Restricted Subsidiaries to the Company or any other Restricted Subsidiary to
any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided
that (A) such other Indebtedness is permitted under this Indenture and (B) the
Board of Directors of the Company has determined in good faith, at the time of
creation of each such encumbrance or restriction, that such encumbrances and
restrictions would not singly or in the aggregate have a materially adverse
effect on the Holders of the Securities; or


 


41

















 


(12) 
an agreement effecting a refinancing, replacement or substitution of
Indebtedness issued, assumed or incurred pursuant to an agreement referred to
in clauses (2), (4) or (5) above or any other agreement evidencing
Indebtedness permitted under this Indenture; provided, however,
that the provisions relating to such encumbrance or restriction contained in
any such refinancing, replacement or substitution agreement or any such other
agreement are not less favorable to the Company in any material respect as
determined by the Board of Directors of the Company than the provisions of the
Indebtedness being refinanced.


 


SECTION 4.14.  Limitation on Liens.  The Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, incur,
assume or suffer to exist any Lien securing Indebtedness (other than Permitted
Liens) upon any property or asset now owned or hereafter acquired by them, or
any income or profits therefrom, or assign or convey any right to receive
income therefrom; provided, however, that in addition to creating
Permitted Liens on their properties or assets, the Company and any of its
Restricted Subsidiaries may create, incur, assume or suffer to exist any Lien
securing Indebtedness upon any of their properties or assets (including, but
not limited to, any Capital Stock of its Subsidiaries) if the Securities are
equally and ratably secured.


 


SECTION 4.15.  Change of Control.  (a)  Upon the occurrence of a Change of
Control, each Holder will have the right to require that the Issuer repurchase
all or a portion (in integral multiples of $1,000; provided that the
Issuer will repurchase Securities of $2,000 of less in whole and not in part) of
such Holder’s Securities, at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
repurchase.


 


(b) 
Prior to the mailing of the notice described in paragraph (c) below, but
in any event within 30 days following any Change of Control, the Company and
the Issuer covenant to


 


(1)  repay in full all Indebtedness
under, and terminate all commitments under, the Credit Agreement and all other
Senior Debt the terms of which require repayment upon a Change of Control or
offer to repay in full, all Indebtedness under, and terminate all commitments
under, the Credit Agreement and all other such Senior Debt and to repay the
Indebtedness owed to each lender which has accepted such offer; or


 


(2)  obtain the requisite consents under
the Credit Agreement and all such other Senior Debt to permit the purchase of
the Securities as provided below.


 


The Company
and the Issuer shall first comply with the covenant in the immediately
preceding sentence before the Issuer shall be required to repurchase Securities
pursuant to the provisions described below. The Company’s or the Issuer’s
failure to comply with this Section 4.15 shall constitute an Event of
Default described in clause (c) and not in clause (b) of Section 6.01.


 


42






 












 


(c) 
Within 30 days following the date upon which the Change of Control occurred,
the Issuer will send, by first class mail, a notice to each Holder, with a copy
to the Trustee, offering to purchase the Securities as described above (the “Change of Control Offer”). The notice to
the Holders shall contain instructions and materials necessary to enable such
Holders to tender Securities pursuant to the Change of Control Offer. Such
notice shall state:


 


(1)  that the Change of Control Offer is
being made pursuant to this Section 4.15 and that all Securities tendered
and not withdrawn will be accepted for payment;


 


(2)  the purchase price (including the
amount of accrued interest) and the purchase date, which shall be no earlier
than 30 days nor later than 60 days from the date such notice is mailed, other
than as may be required by law (the “Change of Control Payment
Date”);


 


(3)  that any Security not tendered will
continue to accrue interest;


 


(4)  that, unless the Issuer defaults in
making payment therefor, any Security accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest after the Change of
Control Payment Date;


 


(5)  that Holders electing to have a
Security purchased pursuant to a Change of Control Offer will be required to
surrender the Security, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Security completed, to the Paying Agent at the
address specified in the notice prior to 5:00 p.m. New York City time on
the third Business Day prior to the Change of Control Payment Date;


 


(6)  that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than 5:00 p.m.
New York time on the second Business Day prior to the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Securities the Holder delivered
for purchase and a statement that such Holder is withdrawing his election to
have such Security purchased;


 


(7)  that Holders whose Securities are
purchased only in part will be issued new Securities in a principal amount
equal to the unpurchased portion of the Securities surrendered; and


 


(8)  the circumstances and relevant
facts regarding such Change of Control.


 


On or before
the Change of Control Payment Date, the Issuer will (i) accept for payment
Securities or portions thereof tendered (in integral multiples of $1,000; provided
that the Issuer will repurchase notes of $2,000 or less in whole and not in
part) pursuant to the Change of Control Offer, (ii) deposit with the
Paying Agent U.S. Legal Tender sufficient to pay the purchase price plus
accrued interest, if any, of all Securities so tendered and 


 


43

















 


(iii) deliver
to the Trustee Securities so accepted together with an Officers’ Certificate of
the Issuer stating the Securities or portions thereof being purchased by the
Issuer. The Paying Agent shall promptly mail to the Holders of Securities so
accepted payment in an amount equal to the purchase price plus accrued and
unpaid interest, if any, thereon to the Change of Control Payment Date and the
Trustee shall promptly authenticate and mail to such Holders new Securities
equal in principal amount to any unpurchased portion of the Securities
surrendered. Any Securities not so accepted shall be promptly mailed by the
Issuer to the Holder thereof. For purposes of this Section 4.15, the
Trustee shall act as the Paying Agent.


 


Any amounts
remaining after the purchase of Securities pursuant to a Change of Control
Offer promptly shall be returned by the Trustee to the Issuer.


 


The Issuer
will not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuer and purchases all
Securities properly tendered and not withdrawn under the Change of Control Offer.


 


The Company
and the Issuer will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Change of Control Offer. To the extent
the provisions of any securities laws or regulations conflict with the
provisions under this Section 4.15, the Company and the Issuer shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached their obligations under this Section 4.15 by
virtue thereof.


 


SECTION 4.16.  Limitation on Asset Sales.  The Company will not, and will not permit any
of its Restricted Subsidiaries to, consummate an Asset Sale unless:


 


(1)  the Company or the applicable
Restricted Subsidiary, as the case may be, receives consideration at the time
of such Asset Sale at least equal to the fair market value of the assets sold
or otherwise disposed of, as determined in good faith by the Company’s Board of
Directors;


 


(2)  at least 75% of the consideration
received by the Company or such Restricted Subsidiary exclusive of indemnities,
as the case may be, from such Asset Sale is cash or Cash Equivalents and is
received at the time of such disposition; provided that the amount of (a) any
liabilities of the Company or any such Restricted Subsidiary, as shown on the
Company’s or such Restricted Subsidiary’s most recent balance sheet, that are
assumed by the transferee of any such assets, (b) any notes or other
obligations received by the Company or any such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into
cash or Cash Equivalents within 60 days of the time of such disposition, to the
extent of the cash or Cash Equivalents received and (c) any Designated
Non-Cash Consideration received by the Company or any of its Restricted
Subsidiaries in such Asset Sale having an 


 


44

















 


aggregate fair market value, taken together with all other Designated
Non-Cash Consideration received pursuant to this clause (c), not to exceed
$50.0 million, with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to
subsequent changes in value, will be deemed to be cash for the purposes of this
clause (2); and


 


(3)  upon the consummation of an Asset
Sale, the Company applies directly or through a Restricted Subsidiary, or
causes such Restricted Subsidiary to apply, the Net Cash Proceeds relating to
such Asset Sale within 360 days of receipt thereof either (A) to repay
Senior Debt (and in the case of any Indebtedness outstanding under a revolving
credit facility and repaid in satisfaction of this covenant, to permanently
reduce the amounts that may be reborrowed thereunder by an equivalent amount),
with the Net Cash Proceeds received in respect thereof, (B) to reinvest in
Productive Assets, or (C) a combination of prepayment, reduction and
investment permitted by the foregoing clauses (3)(A) and (3)(B);


 


provided
that the 75% limitation referred to above will not apply to any sale, transfer
or other disposition of assets in which the cash portion of the consideration
received therefor is equal to or greater than what the after-tax net proceeds
would have been had such transaction complied with the aforementioned 75%
limitation. On the 361st day after an Asset Sale or such earlier date, if any,
as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as
set forth in clauses (3)(A), (3)(B) and (3)(C) of the preceding
sentence (each, a “Net Proceeds  Offer Trigger Date”), such aggregate amount of Net Cash
Proceeds that have not been so applied on or before such Net Proceeds Offer
Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of the
preceding sentence (each, a “Net Proceeds Offer Amount”)
will be applied by the Issuer to make an offer to repurchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds
Offer Payment Date”) not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date, from all Holders on a
pro rata basis that amount of Securities
equal to the Net Proceeds Offer Amount multiplied by a fraction, the numerator
of which is the aggregate principal amount of Securities then outstanding and
the denominator of which is the sum of the aggregate principal amount of
Securities and Pari Passu Indebtedness then outstanding (the “Pro Rata Share”), at a price equal to 100% of the principal
amount of the Securities to be repurchased, plus accrued interest to the date
of repurchase.


 


Notwithstanding
the foregoing, if a Net Proceeds Offer Amount is less than $20.0 million, the
application of the Net Cash Proceeds constituting such Net Proceeds Offer
Amount to a Net Proceeds Offer may be deferred until such time as such Net
Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer
Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to
such initial Net Proceeds Offer Amount from all Asset Sales by the Company and
its Restricted Subsidiaries aggregates at least $20.0 million, at which
time the Issuer will apply all Net Cash Proceeds constituting all Net Proceeds
Offer Amounts that have been so deferred to make a Net Proceeds Offer, the
first date the aggregate of all such deferred Net Proceeds Offer Amounts is at
least $20.0 million 


 


45

















 


being deemed
to be a Net Proceeds Offer Trigger Date. To the extent that the aggregate
purchase price of Securities tendered pursuant to any Net Proceeds Offer is
less than the Pro Rata Share, the Issuer or any Guarantor may use such amount
for any purpose not prohibited by this Indenture. Upon completion of any Net
Proceeds Offer, the Net Proceeds Offer Amount shall be reset to zero.


 


Notwithstanding
the first two paragraphs of this Section 4.16, the Company and its
Restricted Subsidiaries will be permitted to consummate an Asset Sale without
complying with such paragraphs to the extent


 


(1) at
least 50% of the consideration for such Asset Sale constitutes Productive
Assets; and


 


(2) such
Asset Sale is for fair market value; provided that if the fair market
value is determined to exceed $50.0 million, such determination will be
made in good faith by the Company’s Board of Directors; provided, further,
that the fair market value of any consideration not constituting Productive
Assets received by the Company or any of its Restricted Subsidiaries in
connection with any Asset Sale permitted to be consummated under this paragraph
will constitute Net Cash Proceeds subject to the provisions of the first two
paragraphs of this Section 4.16.


 


In the event
of the transfer of substantially all, but not all, of the property and assets
of the Company and its Restricted Subsidiaries as an entirety to a Person in a
transaction permitted under Section 5.01, the successor corporation will
be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this Section 4.16,
and will comply with the provisions of this Section 4.16 with respect to
such deemed sale as if it were an Asset Sale. In addition, the fair market
value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold will be deemed to be Net Cash Proceeds for
purposes of this Section 4.16.


 


Notice of a
Net Proceeds Offer will be mailed, by first class mail, by the Issuer to
Holders as shown on the register of Holders at their last registered address
not less than 30 days nor more than 60 days before the Net Proceeds Offer
Payment Date, with a copy to the Trustee. The notice shall contain instructions
and materials necessary to enable such Holders to tender Securities pursuant to
the Net Proceeds Offer and shall state the following terms:


 


(1) that
the Net Proceeds Offer is being made pursuant to this Section 4.16, that
all Securities tendered will be accepted for payment; provided, however,
that if the aggregate principal amount of Securities tendered in a Net Proceeds
Offer plus accrued interest at the expiration of such offer exceeds the
aggregate amount of the Net Proceeds Offer, the Issuer shall select the Securities
to be purchased on a pro rata basis
(with such adjustments as may be deemed appropriate by the Issuer so that only
Securities in denominations of $2,000 or multiples thereof shall be purchased)
and that the Net Proceeds Offer shall remain open for a period of 20 Business
Days or such longer period as may be required by law;


 


46

















 


(2) the
Net Proceeds Offer Amount (including the amount of accrued interest) and the
Net Proceeds Offer Payment Date (which shall be not less than 30 nor more than
45 days following the applicable Net Proceeds Offer Trigger Date and which
shall be at least five Business Days after the Trustee receives notice thereof
from the Issuer);


 


(3) that
any Security not tendered will continue to accrue interest;


 


(4) that,
unless the Issuer defaults in making payment therefor, any Security accepted
for payment pursuant to the Net Proceeds Offer shall cease to accrue interest
after the Net Proceeds Offer Payment Date;


 


(5) that
Holders electing to have a Security purchased pursuant to a Net Proceeds Offer
will be required to surrender the Security, with the form entitled “Option of
Holder to Elect Purchase” on the reverse of the Security completed, to the
Paying Agent at the address specified in the notice prior to the close of
business on the Business Day prior to the Net Proceeds Offer Payment Date;


 


(6) that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the second Business Day prior to the Net Proceeds
Offer Payment Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Securities such
Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Securities purchased; and


 


(7) that
Holders whose Securities are purchased only in part will be issued new
Securities in a principal amount equal to the unpurchased portion of the
Securities surrendered; provided, however, that each Security
purchased and each new Security issued shall be in an original principal amount
of $2,000 or any greater integral multiple of $1,000 thereof.


 


On or before
the Net Proceeds Offer Payment Date, the Issuer shall (i) accept for
payment Securities or portions thereof tendered pursuant to the Net Proceeds
Offer which are to be purchased in accordance with item (1) above, (ii) deposit
with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price
plus accrued interest, if any, of all Securities to be purchased and (iii) deliver
to the Trustee Securities so accepted together with an Officers’ Certificate of
the Issuer stating the Securities or portions thereof being purchased by the
Issuer. The Paying Agent shall promptly mail to the Holders of Securities so
accepted payment in an amount equal to the purchase price plus accrued
interest, if any. For purposes of this Section 4.16, the Trustee shall act
as the Paying Agent.


 


Any amounts
remaining after the purchase of Securities pursuant to a Net Proceeds Offer
promptly shall be returned by the Trustee to the Issuer.


 


If an offer is
made to repurchase the Securities pursuant to a Net Proceeds Offer, the Company
will and will cause its Restricted Subsidiaries to comply with all tender offer
rules under state and federal securities laws, including, but not limited
to, Section 14(e) under the Exchange Act and Rule 14e-1
thereunder, to the extent applicable to such offer. To 


 


47

















 


the extent
that the provisions of any securities laws or regulations conflict with this Section 4.16,
the Company and the Issuer shall comply with the applicable securities laws and
obligations and shall not be deemed to have breached their obligations
hereunder by virtue thereof.


 


SECTION 4.17.  Limitation on Preferred Stock of
Restricted Subsidiaries.  The Company
will not permit any of its Restricted Subsidiaries that are not Guarantors of
the Securities to issue any Preferred Stock (other than to the Company or to a
Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own
any Preferred Stock of any Restricted Subsidiary of the Company that is not a
Guarantor of the Securities.


 


SECTION 4.18.  Limitation on Sale and Leaseback
Transactions.  The Company will not,
and will not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction; provided that the Issuer and any Guarantor may
enter into a Sale and Leaseback Transaction if


 


(1)  the Issuer or such Guarantor could
have


 


(a)  incurred Indebtedness in an amount
equal to the Attributable Debt relating to such Sale and Leaseback Transaction
pursuant to Section 4.04; and


 


(b)  incurred a Lien to secure such
Indebtedness pursuant to Section 4.14;


 


(2)  the gross cash proceeds of such
Sale and Leaseback Transaction are at least equal to the fair market value, as
determined in good faith by the Board of Directors of the Company and set forth
in an Officers’ Certificate of the Company delivered to the Trustee, of the
property that is the subject of such Sale and Leaseback Transaction; and


 


(3)  the transfer of assets in such Sale
and Leaseback Transaction is permitted by, and the Issuer or the applicable
Guarantor applies the proceeds of such transaction in accordance with, Section 4.16.


 


SECTION 4.19.  Limitation of Guarantees by Restricted
Subsidiaries.  The Company will not
permit any Restricted Subsidiary (other than the Issuer and the Guarantors),
directly or indirectly, by way of the pledge of any intercompany note or
otherwise, to assume, guarantee or in any other manner become liable with
respect to any Indebtedness of the Company or the Issuer, other than


 


(A) Indebtedness
incurred in reliance on clause (12) (to the extent the Indebtedness being
refinanced, modified, replaced, renewed, restated, refunded, deferred,
extended, substituted, supplemented, reissued or resold was permitted to be
guaranteed by Restricted Subsidiaries) of the definition of Permitted Indebtedness
or under Currency Agreements in reliance on clause (5) of the definition
of Permitted Indebtedness;


 


48

















 


(B) Interest
Swap Obligations incurred in reliance on clause (4) of the definition of
Permitted Indebtedness; or


 


(C) additional
Indebtedness incurred in reliance on clause (13) of the definition of Permitted
Indebtedness;


 


unless, in any
such case (except as otherwise provided in Section 11.17)


 


(a)  such Restricted Subsidiary has executed and delivered or
executes and delivers a supplemental indenture to this Indenture, providing a
guarantee of payment of the Securities by such Restricted Subsidiary in the
form required by this Indenture; and


 


(b)  if such assumption, guarantee or other liability of such
Restricted Subsidiary is provided in respect of Indebtedness that is expressly
subordinated to the Securities, the guarantee or other instrument provided by
such Restricted Subsidiary in respect of such subordinate Indebtedness is
similarly subordinated to the Guarantee of the Securities.


 


Any Guarantee
of the Securities by a Restricted Subsidiary will provide by its terms that it
will be automatically and unconditionally released and discharged, without any
further action required on the part of the Trustee or any Holder, upon:


 


(1)  the unconditional release of such
Restricted Subsidiary from its liability in respect of the Indebtedness in
connection with which such Guarantee of the Securities was executed and
delivered pursuant to the preceding paragraph; or


 


(2)  any sale or other disposition (by
merger or otherwise) to any Person that is not a Restricted Subsidiary of the
Company, of all of the Company’s Capital Stock in, or all or substantially all
of the assets of, such Restricted Subsidiary; provided, however,
that


 


(a)  such sale or disposition of such
Capital Stock or assets is otherwise in compliance with the terms of this
Indenture; and


 


(b)  such assumption, guarantee or other
liability of such Restricted Subsidiary has been released by the holders of the
other Indebtedness so guaranteed.


 


ARTICLE 5


 


Successor
Corporation


 


SECTION 5.01.  Merger, Consolidation and Sale of Assets.  Neither the Company nor the Issuer will, in a
single transaction or series of related transactions, consolidate or merge with
or into any Person, or sell, assign, transfer, lease, convey or otherwise
dispose of (or cause or permit any Restricted Subsidiary of the Company to
sell, 


 


49





















 


assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of the Company’s assets (determined on a
consolidated basis for the Company and its Restricted Subsidiaries) whether as
an entirety or substantially as an entirety to any Person unless:


 


(1)  either (A) the Company, the
Issuer or a Restricted Subsidiary of the Company shall be the surviving or
continuing Person or (B) the Person, if other than the Company, the Issuer
or a Restricted Subsidiary of the Company, formed by such consolidation or into
which the Company or the Issuer is merged or the Person which acquires by sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the Company’s assets determined on a consolidated basis
for the Company and its Restricted Subsidiaries (the “Surviving
Entity”) (x) shall be a Person organized and validly existing
under the laws of the United States or any State thereof or the District of
Columbia and (y) shall expressly assume, by supplemental indenture
executed and delivered to the Trustee, the due and punctual payment of the
principal of and premium, if any, and interest on all of the Securities and the
performance of every covenant of the Securities, this Indenture and the
Registration Rights Agreement (as defined in Appendix A hereto) on the part of
the Company or the Issuer, as applicable, to be performed or observed;


 


(2)  immediately after giving effect to
such transaction and the assumption contemplated by clause (1)(B)(y) above,
including giving effect to any Indebtedness and Acquired Indebtedness incurred
or anticipated to be incurred in connection with or in respect of such
transaction, the Company or such Surviving Entity, as the case may be, shall be
able to incur at least $1.00 of additional Indebtedness, other than Permitted
Indebtedness, pursuant to Section 4.04;


 


(3)  immediately before and immediately
after giving effect to such transaction and the assumption contemplated by
clause (1)(B)(y) above, including, without limitation, giving effect to
any Indebtedness and Acquired Indebtedness incurred or anticipated to be
incurred and any Lien granted in connection with or in respect of the
transaction, no Default or Event of Default shall have occurred and be
continuing; and


 


(4)  the Issuer or the Surviving Entity,
as the case may be, shall have delivered to the Trustee an Officers’
Certificate of the Issuer and an Opinion of Counsel, each stating that such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition and, if a supplemental indenture is required in connection with
such transaction, such supplemental indenture, shall comply with the applicable
provisions of this Indenture and that all conditions precedent in this
Indenture relating to the execution of such supplemental indenture have been
satisfied.


 


For purposes
of the foregoing, the transfer, by lease, assignment, sale or otherwise, in a
single transaction or series of transactions, of all or substantially all of
the properties or assets of one or more Restricted Subsidiaries of the Company,
other than to a Wholly Owned Subsidiary that is a Guarantor, the Capital Stock
of which constitutes all or 


 


50

















 


substantially
all of the properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.


 


Upon any
consolidation, combination or merger or any transfer of all or substantially
all of the assets of the Company or the Issuer, as applicable, in accordance
with the foregoing, in which the Company or the Issuer, as applicable, is not
the continuing Person, the successor Person formed by such consolidation or
into which the Company or the Issuer, as applicable, is merged or to which such
conveyance, lease or transfer is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company or the Issuer, as
applicable, under this Indenture and the Securities with the same effect as if
such Surviving Entity had been named as such and the Company shall be relieved
of all of its obligations and duties under this Indenture and the Securities.


 


Each Guarantor
(other than the Company), other than any Guarantor whose Guarantee is to be
released in accordance with the terms of the Guarantee and this Indenture, will
not, and the Company will not cause or permit any such Guarantor to,
consolidate with or merge with or into any Person other than the Company, the
Issuer or any other Guarantor unless:


 


(1) the
entity formed by or surviving any such consolidation or merger, if other than
such Guarantor, or to which such sale, lease, conveyance or other disposition
shall have been made is a Person organized and existing under the laws of the
United States or any State thereof or the District of Columbia;


 


(2) such
entity assumes by supplemental indenture all of the obligations of such
Guarantor under the Guarantee;


 


(3) immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing; and


 


(4) immediately
after giving effect to such transaction and the use of any net proceeds
therefrom on a pro forma basis, the Company
could satisfy the provisions of clause (2) of the first paragraph of this Section 5.01.


 


Any merger or
consolidation of a Guarantor (other than the Company) with and into the Company
or the Issuer, with the Company or the Issuer being the Surviving Entity, or
another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company
need not comply with this covenant.


 


SECTION 5.02.  Successor Substituted.  Upon any such consolidation, merger,
conveyance, lease or transfer of all or substantially all of the assets of the
Company or the Issuer in accordance with Section 5.01, in which the
Company or the Issuer, as applicable, is not the surviving Person, the
Surviving Entity will succeed to, and be substituted for, and may exercise
every right and power of, the Company or the Issuer, as applicable, under this
Indenture and the Securities with the same effect as if such successor had been
named as the Company or the Issuer, as applicable, therein. When a Surviving
Entity assumes all of the Obligations of the Company or the Issuer, as
applicable, hereunder 


 


51





















 


and under the Securities and agrees to be
bound hereby and thereby, the predecessor shall be released from such
Obligations.


 


ARTICLE 6


 


Default and
Remedies


 


SECTION 6.01.  Events of Default.  An “Event
of Default” means any of the following events:


 


(a)  the failure to pay interest on any Securities when the same
becomes due and payable and the Default continues for a period of 30 days;


 


(b)  the failure to pay the principal on any Securities, when such
principal becomes due and payable, at maturity, upon redemption or otherwise, including
the failure to make a payment to repurchase Securities tendered pursuant to a
Change of Control Offer or a Net Proceeds Offer;


 


(c)  a Default in the observance or performance of any other
covenant or agreement contained in this Indenture, which Default continues for
a period of 45 days after the Issuer receives written notice specifying the
Default, and demanding that such Default be remedied, from the Trustee or the
Holders of at least 25% of the outstanding principal amount of the Securities;


 


(d)  the failure to pay at final maturity, giving effect to any
extensions thereof, the principal amount of any Indebtedness of the Company,
the Issuer or any Restricted Subsidiary of the Company that is a Significant
Subsidiary, other than intercompany Indebtedness, and such failure continues
for a period of 20 days or more, or the acceleration of the final stated
maturity of any such Indebtedness, which acceleration is not rescinded,
annulled or otherwise cured within 20 days of receipt by the Company, the
Issuer or such Restricted Subsidiary of notice of any such acceleration, if, in
either case, the aggregate principal amount of such Indebtedness, together with
the principal amount of any other such Indebtedness in default for failure to
pay principal at final maturity or which has been accelerated, in each case
with respect to which the 20-day period described above has passed, aggregates
$25.0 million or more at any time;


 


(e)  any final judgment or final judgments for the payment of
money in excess (net of amounts covered by third-party insurance with insurance
carriers who in the reasonable judgment of the Board of Directors of the
Company are creditworthy and who have not disclaimed liability with respect to
such judgment or judgments) of $25.0 million is rendered against the Company,
the Issuer or any Restricted Subsidiary of the Company that is a Significant
Subsidiary and is not discharged for any period of 60 consecutive days during
which a stay of enforcement shall not be in effect;


 


(f)  the Company, the Issuer or any Restricted Subsidiary of the
Company that is a Significant Subsidiary (i) admits in writing its
inability to pay its debts generally 


 


52

















 


as they become
due, (ii) commences a voluntary case or proceeding under any Bankruptcy
Law with respect to itself, (iii) consents to the entry of a judgment,
decree or order for relief against it in an involuntary case or proceeding
under any Bankruptcy Law, (iv) consents to the appointment of a Custodian
of it or for substantially all of its property, (v) consents to or
acquiesces in the institution of a bankruptcy or an insolvency proceeding
against it, (vi) makes a general assignment for the benefit of its
creditors or (vii) takes any partnership or corporate action, as the case
may be, to authorize or effect any of the foregoing;


 


(g)  a court of competent jurisdiction enters a judgment, decree
or order for relief in respect of the Company, the Issuer or any Restricted
Subsidiary of the Company that is a Significant Subsidiary in an involuntary
case or proceeding under any Bankruptcy Law, which shall (i) approve as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition in respect of the Company, the Issuer or any such Significant
Subsidiary of the Company, (ii) appoint a Custodian of the Company, the
Issuer or any such Significant Subsidiary of the Company or for substantially
all of any of their property or (iii) order the winding-up or liquidation
of its affairs; and such judgment, decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or


 


(h)  any of the Guarantees ceases to be in full force and effect
or any of the Guarantees is held in a judicial proceeding to be null and void
and unenforceable or any of the Guarantees is found to be invalid by a final
judgment or order that is not appealable or any of the Guarantors denies its
liability under its Guarantee, other than by reason of release of a Guarantor
in accordance with the terms of this Indenture.


 


SECTION 6.02.  Acceleration.  If an Event of Default (other than an Event
of Default specified in Section 6.01(f) or (g) with respect to
the Company or the Issuer) shall occur and be continuing, the Trustee or the
Holders of at least 25% in principal amount of outstanding Securities may
declare the principal of and accrued and unpaid interest on all the Securities
to be due and payable by notice in writing to the Issuer and the Trustee
specifying the respective Event of Default and that it is a “notice of
acceleration”, and the same will become immediately due and payable. If an
Event of Default specified in Section 6.01(f) or (g) with
respect to the Company or the Issuer occurs and is continuing, then all unpaid
principal of and accrued and unpaid interest on all of the outstanding
Securities shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.


 


At any time
after a declaration of acceleration with respect to the Securities as described
in the preceding paragraph, the Holders of a majority in principal amount of
the Securities may rescind and cancel such declaration and its consequences (i) if
the rescission would not conflict with any judgment or decree, (ii) if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration, (iii) to
the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid, (iv) if the
Issuer has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its reasonable expenses, 


 


53

















 


disbursements
and advances and (v) in the event of the cure or waiver of an Event of
Default of the type described in clause (f) or (g) of Section 6.01,
the Trustee shall have received an Officers’ Certificate of the Issuer and an
Opinion of Counsel that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


 


SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on the Securities
or to enforce the performance of any provision of the Securities or this
Indenture.


 


The Trustee
may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.


 


SECTION 6.04.  Waiver of Past Defaults.  Subject to Sections 2.09, 6.07 and 9.02,
the Holders of not less than a majority in principal amount of the outstanding
Securities by written notice to the Trustee may waive an existing Default or
Event of Default and its consequences, except a Default in the payment of
principal of or interest on any Security as specified in clauses (a) and (b) of
Section 6.01. When a Default or Event of Default is waived, it is cured
and ceases.


 


SECTION 6.05.  Control by Majority.  The Holders of not less than a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. Subject to Section 7.01,
however, the Trustee may refuse to follow any direction that conflicts with any
law or this Indenture, that the Trustee determines may be unduly prejudicial to
the rights of another Securityholder, or that may, in the sole judgment of the
Trustee, give rise to or subject the Trustee to personal liability; provided
that the Trustee may take any other action deemed proper by the Trustee.


 


In the event
the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against any loss or expense caused by taking such action
or following such direction.


 


SECTION 6.06.  Limitation on Suits.  A Securityholder may not pursue any remedy
with respect to this Indenture or the Securities unless:


 


(1)  the Holder gives to the Trustee
written notice of a continuing Event of Default;


 


(2)  the Holder or Holders of at least
25% in principal amount of the outstanding Securities make a written request to
the Trustee to pursue the remedy;


 


54

















 


(3)  such Holder or Holders offer to the
Trustee indemnity or security satisfactory to the Trustee in its sole judgment,
against any loss, liability or expense;


 


(4)  the Trustee does not comply with
the request within 30 days after receipt of the request and the offer described
in clause (3) above; and


 


(5)  during such 30-day period the
Holder or Holders of a majority in principal amount of the outstanding
Securities do not give the Trustee a written direction which, in the opinion of
the Trustee, is inconsistent with the request.


 


A
Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over such other
Securityholder.


 


SECTION 6.07.
 Rights of Holders to Receive Payment.  Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal of and
interest on a Security, on or after the respective due dates expressed in such
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the written
consent of the Holder.


 


SECTION 6.08.  Collection Suit by Trustee.  If an Event of Default in payment of
principal or interest specified in clause (a) or (b) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company, the Issuer or any other
obligor on the Securities for the whole amount of principal and accrued
interest and fees remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the actual, documented and reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and the Securityholders allowed in any judicial proceedings relating to the
Company, the Issuer, the  Subsidiaries of
the Company, their creditors or their property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings is hereby authorized by each Securityholder to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Securityholders, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting 


 


55





















 


the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.


 


SECTION 6.10.  Priorities.  If the Trustee collects any money or property
pursuant to this Article 6, it shall pay out the money or property in the
following order:


 


First: to the
Trustee for amounts due under Section 7.07;


 


Second: if the
Holders are forced to proceed against the Issuer directly without the Trustee,
to Holders for their reasonable collection costs;


 


Third: to
holders of Senior Debt of the Issuer and, if such money or property has been
collected from a Guarantor, to the holders of Senior Debt of such Guarantor, in
each case if and to the extent required by Article 10 or 12, respectively;


 


Fourth: to
Holders for amounts due and unpaid on the Securities for principal and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities for principal and interest,
respectively; and


 


Fifth: to the
Issuer.


 


The Trustee,
upon prior written notice to the Issuer, may fix a record date and payment date
for any payment to Securityholders pursuant to this Section 6.10.


 


SECTION 6.11.  Undertaking for Costs.   Each party to this Indenture agrees and each
Holder of any Security by its acceptance thereof shall be deemed to have agreed
that, in any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.11 does not apply to a suit instituted by
the Issuer or the Company, any suit instituted by the Trustee, any suit
instituted by a Holder pursuant to Section 6.07, or any suit instituted by
a Holder or Holders of more than 10% in principal amount of the outstanding
Securities.


 


SECTION 6.12.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holders, then and in every such case,
subject to any determination in such proceeding, the Issuer, the Guarantors,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


 


56










 












 


ARTICLE 7


 


Trustee


 


SECTION 7.01.  Duties of Trustee.  (a)  If an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


(b) 
Except during the continuance of an Event of Default:


 


(1)  The Trustee need perform only those
duties as are expressly and specifically set forth in this Indenture or the TIA
and no covenants, duties or obligations whatsoever shall be implied under this
Indenture that are adverse to the Trustee.


 


(2)  In the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions and such other documents delivered to it pursuant to Section 13.04
hereof furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.


 


(c) 
Notwithstanding anything to the contrary herein contained, the Trustee may not
be relieved from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


(1)  This paragraph does not limit the
effect of paragraph (b) of this Section 7.01.


 


(2)  The Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts.


 


(3)  The Trustee shall not be liable
with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.02, 6.04 or 6.05.


 


(d)  No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or to take or omit to take any action under this Indenture
or take any action at the request or direction of Holders if it shall
reasonably believe that repayment of such funds is not assured to it or it does
not receive an indemnity that is, in its sole discretion, adequate against such
risk, liability, loss, fee or expense which might be incurred by it in
compliance with such request or direction.


 


57

















 


(e) 
Every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.


 


(f)  The
Trustee shall not be liable for interest on any money or assets received by it
except as the Trustee may agree in writing with the Issuer. Assets held in
trust by the Trustee need not be segregated from other assets of the Trustee
except to the extent required by law.


 


(g)  In
the absence of bad faith, negligence or willful misconduct on the part of the
Trustee, the Trustee shall not be accountable for the use of any of the
Securities delivered hereunder or the proceeds thereof.


 


SECTION 7.02.  Rights of Trustee.  Subject to Section 7.01:


 


(a)  The Trustee may rely conclusively on any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.


 


(b)  Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate of the Issuer and an Opinion of Counsel, which
shall conform to the provisions of Sections 13.04 and 13.05. The Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on such certificate or opinion.


 


(c)  The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent (other than an
agent who is an employee of the Trustee) appointed with due care.


 


(d)  The Trustee shall not be liable for any action it takes or
omits to take in good faith which it reasonably believes to be authorized or
within its rights or powers.


 


(e)  The Trustee may consult with counsel of its selection and the
advice or opinion of such counsel as to matters of law shall be full and
complete authorization and protection from liability in respect of any action
taken, omitted or suffered by it hereunder in good faith and in accordance with
the advice or opinion of such counsel.


 


(f)  The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or
indemnity satisfactory to the Trustee in its sole judgment against the costs,
expenses and liabilities which may be incurred therein or thereby.


 


(g)  The Trustee shall not be deemed to have notice of any Event
of Default unless a Responsible Officer of the Trustee has received written
notice thereof or unless written notice of any event which is in fact such a
Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture.


 


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(h)  The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate (including any
Officers’ Certificate), statement, instrument, opinion (including any Opinion
of Counsel), notice, request, direction, consent, order, bond, debenture, or
other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, upon reasonable notice to the Issuer, to
examine the books, records, and premises of the Issuer, personally or by agent
or attorney.


 


(i)  The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.


 


(j)  The Trustee may request that the Issuer deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers’ Certificate may be signed by any Person authorized to sign an
Officers’ Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.


 


SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal
with the Issuer, the Company, the Subsidiaries of the Company, or their
respective Affiliates with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.


 


SECTION 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the
Securities (other than the certificate of authentication of the Trustee), it
shall not be accountable for the Issuer’s use of the proceeds from the
Securities, and it shall not be responsible for any statement of the Issuer in
this Indenture or any document issued in connection with the sale of Securities
or any statement in the Securities other than the Trustee’s certificate of
authentication.


 


SECTION 7.05.  Notice of Default.  If an Event of Default occurs and is
continuing and the Trustee receives actual notice of such event, the Trustee shall
mail to each Securityholder, as their names and addresses appear on the
Securityholder list described in Section 2.05, notice of the uncured Event
of Default within 90 days after the Trustee receives such notice. Except in the
case of an Event of Default in payment of principal of, or interest on, any
Security, including the failure to make payment on (i) the Change of
Control Payment Date pursuant to a Change of Control Offer or (ii) the Net
Proceeds Offer Payment Date pursuant to a Net Proceeds Offer, the Trustee shall
not be deemed to have actual knowledge or actual notice of an Event of Default
unless a Responsible Officer of the Trustee has received written notice of such
Event of Default. The Trustee may withhold the notice if and so long as the Board
of Directors, the executive committee, or a trust committee 


 


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of directors and/or Responsible Officers, of
the Trustee in good faith determines that withholding the notice is in the
interest of the Securityholders. As used herein, the term “actual knowledge”
means the actual fact or state of knowing, without any duty to make any
investigation with regard thereto.


 


SECTION 7.06.  Reports by Trustee to Holders.  Within 60 days after December 15 of each
year, beginning with December 15, 2009, the Trustee shall, to the extent
that any of the events described in TIA § 313(a) occurred within the
previous twelve months, but not otherwise, mail to each Securityholder a brief
report dated as of June 15 that complies with TIA § 313(a). The
Trustee also shall comply with TIA §§ 313(b), 313(c) and 313(d).


 


A copy of each
report at the time of its mailing to Securityholders shall be mailed to the
Issuer and filed with the Commission and each securities exchange, if any, on
which the Securities are listed.


 


The Issuer
shall notify the Trustee if the Securities become listed on any securities
exchange or of any delisting thereof.


 


SECTION 7.07.  Compensation and Indemnity.  The Issuer shall pay to the Trustee from time
to time reasonable compensation for its services hereunder (which shall be
agreed to from time to time in writing by the Issuer and the Trustee). The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall reimburse the Trustee upon
written request for all reasonable and documented out-of-pocket disbursements,
expenses and advances (including reasonable and documented fees and expenses of
counsel) incurred or made by it in addition to the compensation for its
services, except any such disbursements, expenses and advances as may be
attributable to the Trustee’s negligence or willful misconduct. Such expenses
shall include the reasonable and documented compensation, disbursements and
expenses of the Trustee’s agents, accountants, experts and counsel.


 


The Issuer and
the Company, jointly and severally, shall indemnify the Trustee or any
predecessor Trustee and its agents, employees, officers, stockholders and
directors for, and hold them harmless against, any loss, liability or expense,
including taxes (other than taxes based upon, measured or determined by the
income of the Trustee), incurred by them except for such actions to the extent
caused by any negligence, bad faith or willful misconduct on their part,
arising out of or in connection with the acceptance or administration of this
trust including the reasonable costs and expenses of defending themselves
against or investigating any claim or liability in connection with the exercise
or performance of any of the Trustee’s rights, powers or duties hereunder. The
Trustee shall notify the Issuer promptly of any claim asserted against the
Trustee or any of its agents, employees, officers, stockholders and directors
for which it may seek indemnity. At the Trustee’s reasonable discretion, the
Issuer shall defend the claim and the Trustee shall cooperate and may
participate in the defense; provided that any settlement of a claim
shall be approved in writing by the Trustee. Alternatively, the Trustee may at
its option have separate counsel of its own choosing and the Issuer shall pay
the reasonable fees and expenses of such counsel; provided, however,
that the Issuer will not be required to pay such fees and 


 


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expenses if it
assumes the Trustee’s defense and there is no conflict of interest between the
Issuer and the Trustee and its agents, employees, officers, stockholders and
directors subject to the claim in connection with such defense as reasonably determined
by the Trustee. The Issuer need not pay for any settlement made without its
written consent. The Issuer need not reimburse any expense or indemnify against
any loss or liability to the extent incurred by the Trustee through its
negligence, bad faith or willful misconduct.


 


To secure the
Issuer’s payment Obligations in this Section 7.07, the Trustee shall have
a lien prior to the Securities against all money or property held or collected
by the Trustee, in its capacity as Trustee.


 


When the
Trustee incurs expenses or renders services after an Event of Default specified
in clause (f) or (g) of Section 6.01 occurs, the expenses and
the compensation for the services shall be paid to the extent allowable under
any Bankruptcy Law. The Issuer’s and the Company’s Obligations under this Section 7.07
and any claim arising hereunder shall survive the resignation or removal of any
Trustee, the discharge of the Issuer’s Obligations pursuant to Article 8
and any rejection or termination under any Bankruptcy Law.


 


SECTION 7.08.  Replacement of Trustee.  The Trustee may resign at any time by so
notifying the Issuer in writing at least 30 days in advance. The Holders of a
majority in principal amount of the outstanding Securities may remove the
Trustee by so notifying the Issuer and the Trustee in writing and may appoint a
successor trustee. A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only with the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. The Issuer may
remove the Trustee if:


 


(1)  the Trustee fails to comply with Section 7.10;


 


(2)  the Trustee is adjudged bankrupt or
insolvent;


 


(3)  a receiver or other public officer
takes charge of the Trustee or its property; or


 


(4)  the Trustee becomes incapable of
acting.


 


If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuer shall notify in writing each Holder of such event and shall
promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the
Securities may appoint a successor Trustee to replace the successor Trustee
appointed by the Issuer.


 


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Immediately after that, the retiring Trustee shall
transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07,
all property held by it as Trustee to the successor Trustee, subject to the
lien provided in Section 7.07, the resignation or removal of the retiring
Trustee shall become effective, and the 


 


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successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Securityholder.


 


If a successor
Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Issuer or the Holders of at least 10%
in principal amount of the outstanding Securities may petition any court of
competent jurisdiction at the expense of the Issuer for the appointment of a
successor Trustee.


 


If the Trustee
fails to comply with Section 7.10, any Securityholder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuer’s
Obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.


 


SECTION 7.09.  Successor Trustee by Merger, etc.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another Person, the resulting, surviving or transferee Person
without any further act shall, if such resulting, surviving or transferee
Person is otherwise eligible hereunder, be the successor Trustee; provided,
however, that such Person shall be otherwise qualified and eligible
under this Article 7.


 


SECTION 7.10.  Eligibility; Disqualification.  This Indenture shall always have a Trustee
who satisfies the requirement of TIA §§ 310(a)(1), 310(a)(2), if
applicable, and 310(a)(5). The Trustee shall be a commercial bank with trust
powers or a trust company, which shall have (or, in the case of a financial
institution, commercial bank with trust powers or a trust company included in a
bank holding company system, the related bank holding company shall have) a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition, and subject to supervision or
examination by federal or state authorities, so long as any of the Securities
are outstanding. The Trustee shall comply with TIA § 310(b); provided,
however, that there shall be excluded from the operation of TIA
§ 310(b)(1) any indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Issuer
are outstanding, if the requirements for such exclusion set forth in TIA
§ 310(b)(1) are met.


 


SECTION 7.11.  Preferential Collection of Claims Against
Issuer.  The Trustee shall comply
with TIA § 311(a), excluding  any  creditor  relationship  listed  in  TIA  § 311(b).  A  Trustee  who  has  resigned  or  been  removed  shall  be  subject  to  TIA  § 311(a) to the extent indicated
therein. The provisions of TIA § 311 shall apply to the Issuer and any
other obligor of the Securities.


 


ARTICLE 8


 


Discharge of
Indenture; Defeasance


 


SECTION 8.01.  Termination of the Issuer’s Obligations.  The Issuer may terminate all of its
obligations under this Indenture (except as provided below) when


 


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(i)  all outstanding Securities theretofore authenticated have
been delivered to the Trustee for cancellation and the Issuer has paid or
caused to be paid all sums payable under this Indenture by the Issuer; or


 


(ii)  the Issuer has called for redemption pursuant to this
Indenture of all of the Securities, deposited the amounts described in Section 8.03(a),
satisfied the conditions in clauses (i) and (ii) of the proviso to Section 8.03(a) and
delivered the Officers’ Certificate and Opinion of Counsel described in Section 8.03(g).


 


Notwithstanding
the foregoing, the Opinion of Counsel required by clause (ii) above need
not be delivered if all Securities not theretofore delivered to the Trustee for
cancellation (i) have become due and payable, (ii) will become due
and payable on the maturity date within one year or (iii) are to be called
for redemption within one year for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuer.


 


Notwithstanding
the first paragraph of this Section 8.01, the Issuer’s and the Company’s
obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06
shall survive until the Securities are no longer outstanding pursuant to the
last paragraph of Section 2.08. After the Securities are no longer
outstanding, only the Issuer’s and the Company’s obligations in Sections 7.07,
8.05 and 8.06 shall survive.


 


After such
delivery or irrevocable deposit, the Trustee shall acknowledge in writing the
discharge of the Issuer’s and Guarantors’ obligations under the Securities and
this Indenture except for those surviving obligations specified above.


 


SECTION 8.02.  Legal Defeasance and Covenant Defeasance.  (a)  The Issuer may, at its option by
Board Resolution of the Board of Directors of the Issuer, at any time, elect to
have either paragraph (b) or (c) below be applied to all outstanding
Securities upon compliance with the conditions set forth in Section 8.03.


 


(b)  Upon
the Issuer’s exercise under paragraph (a) hereof of the option applicable
to this paragraph (b), the Issuer and each Guarantor shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to
have been discharged from its obligations with respect to all outstanding
Securities on the date the conditions set forth below are satisfied (hereinafter,
“Legal Defeasance”). For this
purpose, Legal Defeasance means that the Issuer shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding
Securities, which shall thereafter be deemed to be “outstanding” only for the
purposes of Section 8.04 and the other Sections of this Indenture referred
to in (i) and (ii) below, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging the same), and Holders of the Securities and any amounts
deposited under Section 8.03 shall cease to be subject to any other
obligations, except for the following provisions, which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Securities to receive solely from the trust fund described in Section 8.04,
and as more fully set forth in such Section, payments in respect of the
principal of and interest on such Securities when such payments are due, (ii) the
Issuer’s obligations with respect to such Securities under 


 


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Sections 2.05, 2.06, 2.07, 2.08 and 4.02, (iii) the
rights, obligations and immunities of the Trustee under this Indenture and (iv) this
Article 8. Subject to compliance with this Section 8.02, the Issuer
may exercise its option under this paragraph (b) notwithstanding the prior
exercise of its option under paragraph (c) hereof.


 


(c)  Upon
the Issuer’s exercise under paragraph (a) hereof of the option applicable
to this paragraph (c), the Issuer and the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be released from
their Obligations under the covenants contained in Sections 4.03, 4.04 and 4.12
through 4.19 and Article 5 with respect to the outstanding Securities on
and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Securities
shall thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Securities
shall not be deemed outstanding for accounting purposes) and Holders of the
Securities and any amounts deposited under Section 8.03 shall cease to be
subject to any other obligations. For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities, the Issuer and the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01(c), but,
except as specified above, the remainder of this Indenture and such Securities
shall be unaffected thereby. In addition, upon the Issuer’s exercise under
paragraph (a) hereof of the option applicable to this paragraph (c),
subject to the satisfaction of the conditions set forth in Section 8.03,
Sections 6.01(c), 6.01(d), 6.01(e) and 6.01(h) shall not constitute
Events of Default.


 


SECTION 8.03.  Conditions to Legal Defeasance or Covenant
Defeasance.  The following shall be
the conditions to the application of either Section 8.02(b) or 8.02(c) to
the outstanding Securities:


 


(a)  the
Issuer irrevocably deposits, or causes to be deposited, with the Trustee, in
trust for the benefit of the Holders pursuant to an irrevocable trust and
security agreement (i) U.S. Legal Tender, (ii) U.S. Government
Obligations or (iii) a combination thereof, in an amount sufficient after
payment of all federal, state and local taxes or other charges or assessments
in respect thereof payable by the Trustee, which through the payment of
interest and principal will provide, not later than one day before the due date
of payment in respect of the Securities, U.S. Legal Tender in an amount which,
in the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof, delivered to the
Trustee, is sufficient to pay the principal of and interest on the Securities
then outstanding on the dates on which any such payments are due and payable in
accordance with the terms of this Indenture and of the Securities; provided,
however, that (i) the trustee of the irrevocable trust shall have
been irrevocably instructed to pay such money or the proceeds of such U.S.
Government Obligations to the Trustee; and (ii) the Trustee shall have
been irrevocably instructed to apply such U.S. Legal Tender or the 


 


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proceeds of such U.S. Government Obligations
to the payment of said principal and interest with respect to the Securities;


 


(b)  in
the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an
Opinion of Counsel from independent counsel or a tax ruling from the Internal
Revenue Service to the effect that the Holders will not recognize income, gain
or loss for federal income tax purposes as a result of such deposit and Legal
Defeasance and will be subject to federal income tax in the same amounts and in
the same manner and at the same times as would have been the case if such
deposit and Legal Defeasance had not occurred;


 


(c)  in
the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee
an Opinion of Counsel in the United States confirming that the Holders will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and Covenant Defeasance and will be subject to federal income tax
at the same amounts and in the same manner and at the same times as would have
been the case if such deposit and Covenant Defeasance had not occurred;


 


(d)  no
Default or Event of Default shall have occurred and be continuing on the date
of such deposit (other than a Default or Event of Default with respect to this
Indenture resulting from the incurrence of Indebtedness all or a portion of
which will be used to defease the Securities concurrently with such
incurrence);


 


(e)  such
Legal Defeasance or Covenant Defeasance shall not result in a default under
this Indenture or any other material agreement or instrument to which the
Issuer or the Company is a party or by which the Issuer or the Company is
bound;


 


(f)  the
Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that after the 91st day following the deposit, such money or the proceeds of
such U.S. Government Obligations will not be subject to the effect of any
applicable Bankruptcy Law; and


 


(g)  the
Issuer shall have delivered to the Trustee an Officers’ Certificate of the
Issuer and an Opinion of Counsel each stating that all conditions precedent
relating to the satisfaction and discharge of this Indenture have been complied
with or waived.


 


Notwithstanding
the foregoing, the Opinion of Counsel required by clauses (b), (c) and (f) above
need not be delivered if all Securities not theretofore delivered to the
Trustee for cancellation (i) have become due and payable, (ii) will
become due and payable on the maturity date within one year or (iii) are
to be called for redemption within one year.


 


SECTION 8.04.  Application of Trust Money.  The Trustee or Paying Agent shall hold in trust
U.S. Legal Tender or U.S. Government Obligations deposited with it pursuant to
this Article 8, and shall apply the deposited U.S. Legal Tender and the
U.S. Legal Tender from U.S. Government Obligations in accordance with this
Indenture to the payment of principal of and interest on the Securities. The
Trustee shall be under no obligation to invest said U.S. Legal Tender or U.S.
Government Obligations except as it may agree with the Issuer.


 


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The Issuer shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the U.S. Legal Tender or U.S. Government Obligations
deposited pursuant to Section 8.03 or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Securities.


 


Anything in
this Article 8 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Issuer from time to time upon the Issuer’s request any U.S. Legal
Tender or U.S. Government Obligations held by it as provided in Section 8.03
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee,
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


SECTION 8.05.  Repayment to the Issuer.  Subject to Section 8.01, the Trustee and
the Paying Agent shall promptly pay to the Issuer upon request any excess U.S.
Legal Tender or U.S. Government Obligations held by them at any time and
thereupon shall be relieved from all liability with respect to such money. The
Trustee and the Paying Agent shall pay to the Issuer upon request any money
held by them for the payment of principal or interest that remains unclaimed
for one year; provided that the Trustee or such Paying Agent, before
being required to make any payment, may at the expense of the Issuer cause to be
published once in a newspaper of general circulation in The City of New York or
mail to each Holder entitled to such money notice that such money remains
unclaimed and that after a date specified therein which shall be at least 30
days from the date of such publication or mailing any unclaimed balance of such
money then remaining will be repaid to the Issuer. After payment to the Issuer,
Holders entitled to such money must look to the Issuer for payment as general
creditors unless an applicable law abandoned property designates another
Person.


 


SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to
apply any U.S. Legal Tender or U.S. Government Obligations in accordance with Article 8
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s and the Company’s Obligations under this
Indenture and the Securities shall be revived and reinstated as though no deposit
had occurred pursuant to Article 8 until such time as the Trustee or
Paying Agent is permitted to apply all such U.S. Legal Tender or U.S.
Government Obligations in accordance with Article 8; provided that
if the Issuer has made any payment of interest on or principal of any
Securities because of the reinstatement of its Obligations, the Issuer shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the U.S. Legal Tender or U.S. Government Obligations held by the
Trustee or Paying Agent.


 


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ARTICLE 9


 


Amendments,
Supplements and Waivers


 


SECTION 9.01.  Without Consent of Holders.  The Issuer and the Trustee, together, may
amend or supplement this Indenture or the Securities without notice to or
consent of any Securityholder:


 


(1)  to cure any ambiguity, defect or
inconsistency so long as such change does not adversely affect the rights of
any Holders in any material respect;


 


(2)  to evidence the succession in
accordance with Article 5 hereof of another Person to the Issuer or the
Company and the assumption by any such successor of the covenants of the Issuer
or the Company herein and in the Securities;


 


(3)  to provide for uncertificated
Securities in addition to or in place of certificated Securities;


 


(4)  to comply with any requirements of
the Commission in connection with the qualification of this Indenture under the
TIA;


 


(5)  to make any change that would
provide any additional benefit or rights to the Securityholders or that does
not adversely affect the rights of any Holder in any material respect;


 


(6)  to add a Guarantor;


 


(7)  to make any change to Article 10
or Article 12 that would limit or terminate the benefits available to any
holder of Senior Debt under Article 10 or Article 12, respectively;
or


 


(8)  to secure the Securities and the
Guarantees;


 


provided
that the Issuer has delivered to the Trustee an Opinion of Counsel and an
Officers’ Certificate of the Issuer, each stating that such amendment or
supplement complies with the provisions of this Section 9.01.


 


SECTION 9.02.  With Consent of Holders.  Subject to Section 6.07, the Issuer and
the Trustee, together, with the written consent of the Holder or Holders of at
least a majority in aggregate principal amount, unless a greater principal
amount is specified herein, of the outstanding Securities, may amend or
supplement this Indenture or the Securities, without notice to any other
Securityholders. Subject to Section 6.07, the Holder or Holders of a
majority in aggregate principal amount, unless a greater principal amount is
specified herein, of the outstanding Securities may waive compliance by the
Issuer or the Company with any provision of this Indenture or the Securities
without notice to any other Securityholder. Without the consent of each
Securityholder affected, however, no amendment, supplement or waiver, including
a waiver pursuant to Section 6.04, may:


 


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(1)  reduce the amount of Securities
whose Holders must consent to an amendment, supplement or waiver;


 


(2)  reduce the rate of or extend the
time for payment of interest, including defaulted interest, on any Securities;


 


(3)  reduce the principal of or change
or have the effect of changing the fixed maturity of any Securities, or change
the date on which any Securities may be subject to redemption, or reduce the
redemption price therefor;


 


(4)  make any Securities payable in
money other than that stated in the Securities;


 


(5)  make any change in provisions of
this Indenture protecting the right of each Holder to receive payment of
principal of and interest on such Security on or after the due date thereof or
to bring suit to enforce such payment, or permitting Holders of a majority in
principal amount of the Securities to waive Defaults or Events of Default
(other than Defaults or Events of Default with respect to the payment of
principal of or interest on the Securities); or


 


(6)  adversely affect the ranking of the
Securities or the Guarantees.


 


In addition,
following the occurrence of a Change of Control or an Asset Sale (if the Issuer
is obligated to make and consummate a Net Proceeds Offer as a result of such
Asset Sale), as the case may be, without the consent of Holders of at least 75%
of the outstanding aggregate principal amount of Securities, an amendment, supplement
or waiver may not make any change to the Issuer’s obligations to make and
consummate the required Change of Control Offer or Net Proceeds Offer, as the
case may be, or modify any of the provisions or definitions with respect
thereto.


 


It shall not
be necessary for the consent of the Holders under this Section 9.02 to
approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.


 


After an
amendment, supplement or waiver under this Section 9.02 becomes effective,
the Issuer shall mail to the Holders affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Issuer to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment, supplement, waiver or
supplemental indenture.


 


SECTION 9.03.  Compliance with TIA.  From the date on which this Indenture is
qualified under the TIA, every amendment, waiver or supplement of this
Indenture or the Securities shall comply with the TIA as then in effect.


 


SECTION 9.04.  Revocation and Effect of Consents.  Until an amendment, waiver or supplement
becomes effective, a consent to it by a Holder is a continuing consent by the
Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security, even if notation
of the consent 


 


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is not made on any Security. However, any
such Holder or subsequent Holder may revoke the consent as to his Security or
portion of his Security by notice to the Trustee or the Issuer received before
the date on which the Trustee receives an Officers’ Certificate of the Issuer
certifying that the Holders of the requisite principal amount of Securities
have consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.


 


The Issuer
may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, then notwithstanding the last sentence of
the immediately preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only those Persons, shall
be entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date.


 


SECTION 9.05.  Notation on or Exchange of Securities.  If an amendment, supplement or waiver changes
the terms of a Security, the Issuer may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security about the changed terms and return it to the Holder. Alternatively, if
the Issuer or the Trustee so determines, the Issuer in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or issue a
new Security shall not affect the validity and effect of such amendment,
supplement or waiver.


 


SECTION 9.06.  Trustee to Sign Amendments, etc.  The Trustee shall execute any amendment,
supplement or waiver authorized pursuant to this Article 9; provided
that the Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver which affects the Trustee’s own rights, duties
or immunities under this Indenture. The Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel and an
Officers’ Certificate of the Issuer each stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article 9 is
authorized or permitted by this Indenture and constitutes the legal, valid and
binding obligations of the Issuer and the Company enforceable against them in
accordance with its terms (subject to customary exceptions).


 


ARTICLE 10


 


Subordination
of Securities


 


SECTION 10.01.  Securities Subordinated to Senior Debt.  The Issuer covenants and agrees, and the
Trustee and each Holder by accepting a Security likewise covenants and agrees,
that all Securities shall be issued subject to the provisions of this Article 10;
and each Person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that all payments
of the principal of and interest on the Securities by the Issuer shall, to the
extent and in the manner set forth in this Article 10, be subordinated and
junior in right of payment to the prior payment in full in cash of all amounts
payable under Senior Debt, whether outstanding on the Issue Date or thereafter
incurred.


 


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SECTION 10.02.  No Payment on Securities in Certain
Circumstances.  (a)  No direct
or indirect payment by or on behalf of the Issuer of principal of or interest
on the Securities, including any deposit to the defeasance trust pursuant to Section 8.03,
whether pursuant to the terms of the Securities, upon acceleration, pursuant to
an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to
the Holders (except that Holders may receive and retain payments made from the
defeasance trust described under Article 8) if (i) a default in the
payment of the principal of or interest on Designated Senior Debt occurs and is
continuing beyond any applicable period of grace or (ii) any other default
occurs and is continuing with respect to Designated Senior Debt that permits
holders of the Designated Senior Debt as to which such default relates to
accelerate its maturity and the Trustee receives a written notice of such other
default (a “Payment Blockage Notice”)
from the Issuer or the holders of any Designated Senior Debt (with a copy to
the Issuer) until all Obligations with respect to such Designated Senior Debt
are paid in full in cash; provided, that payments on the Securities
shall be resumed (x) in the case of a payment default, upon the date on
which such default is cured, waived or ceases to exist and (y) in case of
a nonpayment default, the earlier of the date on which such nonpayment default
is cured, waived or ceases to exist and 179 days after the date on which the
applicable Payment Blockage Notice is received by the Trustee (such period
being referred to herein as the “Payment
Blockage Period”), unless the maturity of any Designated Senior Debt
has been accelerated (and written notice of such acceleration has been received
by the Trustee).


 


Notwithstanding
anything herein or in the Securities to the contrary, (x) in no event
shall a Payment Blockage Period extend beyond 179 days from the date the
Payment Blockage Notice in respect thereof was given and (y) not more than
one Payment Blockage Period may be commenced with respect to the Securities
during any period of 360 consecutive days. No nonpayment default that existed
or was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice (it being understood that any subsequent action, or any breach of any
covenant for a period commencing after the date of receipt by the Trustee of
such Payment Blockage Notice, that, in either case, would give rise to such a
default pursuant to any provisions under which a default previously existed or
was continuing shall constitute a new default for this purpose).


 


(b)  In
the event that, notwithstanding the foregoing, any payment shall be received by
the Trustee or any Holder when such payment is prohibited by Section 10.02(a),
such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Designated Senior Debt or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Designated Senior Debt may have been issued, as their
respective interests may appear, but only to the extent that, upon notice from
the Trustee to the holders of Designated Senior Debt that such prohibited
payment has been made, the holders of such Designated Senior Debt (or their
representative or representatives or a trustee) notify the Trustee in writing
of the amounts then due and owing on the Designated Senior Debt, if any, and only
the amounts specified in such notice to the Trustee shall be paid to the
holders of Designated Senior Debt.


 


SECTION 10.03.  Payment Over of Proceeds upon Dissolution,
etc.  (a)  Upon any payment or
distribution of assets or securities of the Issuer of any kind or 


 


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character, whether in cash, property or
securities, upon any dissolution or winding-up or liquidation or reorganization
of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other similar proceedings, an assignment for the benefit of
creditors or any marshaling of the Issuer’s assets, the holders of Senior Debt
of the Issuer shall be entitled to receive payment in full in cash of all
Obligations due in respect of such Senior Debt before the Holders or the
Trustee on behalf of such Holders shall be entitled to receive any payment by
the Issuer of the principal of or interest on the Securities, or any payment by
the Issuer to acquire any of the Securities for cash, property or securities,
or any distribution with respect to the Securities of any cash, property or
securities (except that the Holders may receive and retain (I) Permitted
Junior Securities and (II) payments made from the defeasance trust described
under Article 8).  Before any
payment (other than Permitted Junior Securities or by virtue of the defeasance
trust) may be made by, or on behalf of, the Issuer of the principal of or
interest on the Securities upon any such dissolution or winding-up or
liquidation or reorganization, any payment or distribution of assets or
securities of the Issuer of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee on their
behalf would be entitled, but for the subordination provisions of this
Indenture, shall be made by the Issuer or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, directly to the holders of the Senior Debt (pro rata to such holders on the basis of
the respective amounts of Senior Debt held by such holders) or their
representatives or to the trustee or trustees or agent or agents under any
agreement or indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, to the extent necessary to
pay all such Senior Debt in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Debt.


 


(b)  In
the event that, notwithstanding the foregoing provision prohibiting such
payment or distribution, any payment or distribution of assets or securities of
the Issuer of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or any Holder of Securities at a time when
such payment or distribution is prohibited by Section 10.03(a) and
before all Obligations in respect of Senior Debt are paid in full in cash, or
payment provided for, such payment or distribution shall be received and held
in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt of the Issuer (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such
holders) or their respective representatives, or to the trustee or trustees or
agent or agents under any indenture pursuant to which any of such Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of Senior Debt remaining unpaid until all such Senior Debt has
been paid in full in cash after giving effect to any prior or concurrent
payment, distribution or provision therefor to or for the holders of such
Senior Debt; provided that the Trustee shall be entitled to receive from
the holders of such Senior Debt written notice of the amounts owing on such
Senior Debt.


 


The
consolidation of the Issuer with, or the merger of the Issuer with or into,
another Person or the liquidation or dissolution of the Issuer following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another Person upon the terms and conditions provided in Article 5
shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 10.03 if such other Person shall, 


 


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as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article 5.


 


SECTION 10.04.  Subrogation.  Upon the payment in full in cash of all
Senior Debt of the Issuer, or provision for payment, the Holders of the
Securities shall be subrogated to the rights of the holders of Senior Debt to
receive payments or distributions of cash, property or securities of the Issuer
made on such Senior Debt until the principal of and interest on the Securities
shall be paid in full in cash; and, for the purposes of such subrogation, no
payments or distributions to the holders of the Senior Debt of any cash,
property or securities to which the Holders of the Securities or the Trustee on
their behalf would be entitled except for the provisions of this Article 10,
and no payment over pursuant to the provisions of this Article 10 to the
holders of Senior Debt by Holders of the Securities or the Trustee on their
behalf shall, as between the Issuer, its creditors other than holders of Senior
Debt, and the Holders of the Securities, be deemed to be a payment by the
Issuer to or on account of the Senior Debt. It is understood that the
provisions of this Article 10 are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of the Senior Debt, on the other hand.


 


If any payment
or distribution to which the Holders of the Securities would otherwise have
been entitled but for the provisions of this Article 10 shall have been
applied, pursuant to the provisions of this Article 10, to the payment of
all amounts payable under Senior Debt, then and in such case, the Holders of
the Securities shall be entitled to receive from the holders of such Senior
Debt any payments or distributions received by such holders of any Senior Debt
in excess of the amount required to make payment in full, or provision for
payment, of such Senior Debt.


 


SECTION 10.05.  Obligations of Issuer Unconditional.  Nothing contained in this Article 10 or
elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Issuer and the Holders of the Securities, the obligation
of the Issuer, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of and interest on the Securities as and when the
same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the Holders of the
Securities and creditors of the Issuer other than the holders of Senior Debt,
nor shall anything herein or therein prevent the Holder of any Security or the
Trustee on their behalf from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if
any, under this Article 10 of the holders of Senior Debt in respect of
cash, property or securities of the Issuer received upon the exercise of any
such remedy.


 


Without limiting
the generality of the foregoing, nothing contained in this Article 10
shall restrict the right of the Trustee or the Holders of Securities to take
any action to declare the Securities to be due and payable prior to their
stated maturity pursuant to Article 6 or to pursue any rights or remedies
hereunder; provided, however, that all Senior Debt then due and
payable shall first be paid in full before the Holders of the Securities or the
Trustee are entitled to receive any direct or indirect payment from the Issuer
of principal of or interest on the Securities.


 


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SECTION 10.06.  Notice to Trustee.  The Issuer shall give prompt written notice
to the Trustee of any fact known to the Issuer which would prohibit the making
of any payment to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article 10. The Trustee shall not be charged with
knowledge of the existence of any event of default with respect to any Senior
Debt or of any other facts which would prohibit the making of any payment to or
by the Trustee unless and until the Trustee shall have received notice in
writing at its Corporate Trust Office to that effect signed by an Officer of
the Issuer, or by a holder of Senior Debt or trustee or agent therefor; and
prior to the receipt of any such written notice, the Trustee shall, subject to Article 7,
be entitled to assume that no such facts exist; provided that if the
Trustee shall not have received the notice provided for in this Section 10.06
at least two Business Days prior to the date upon which by the terms of this
Indenture any moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Security), then,
regardless of anything herein to the contrary, the Trustee shall have full
power and authority to receive any moneys from the Issuer and to apply the same
to the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.
Nothing contained in this Section 10.06 shall limit the right of the
holders of Senior Debt to recover payments as contemplated by Section 10.03.
The Trustee shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself or itself to be a holder of any Senior Debt
(or a trustee on behalf of, or other representative of, such holder) to
establish that such notice has been given by a holder of such Senior Debt or a trustee
or representative on behalf of any such holder.


 


In the event
that the Trustee determines in good faith that any evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article 10, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article 10,
and if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.


 


SECTION 10.07.  Reliance on Judicial Order or Certificate
of Liquidating Agent.  Upon any
payment or distribution of assets or securities referred to in this Article 10,
the Trustee and the Holders of the Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which
bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of the Securities for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other Indebtedness of the Issuer, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 10.


 


SECTION 10.08.  Trustee’s Relation to Senior Debt.  The Trustee and any Paying Agent shall be
entitled to all the rights set forth in this Article 10 with respect to
any Senior Debt which may at any time be held by it in its individual or any
other capacity to the 


 


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same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee or any Paying
Agent of any of its rights as such holder.


 


With respect
to the holders of Senior Debt, the Trustee undertakes to perform or to observe
only such of its covenants and obligations as are specifically set forth in
this Article 10, and no implied covenants or obligations with respect to
the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt. The Trustee shall not be liable to any such holders if
the Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Issuer or to any other Person cash, property or securities
to which any holders of Senior Debt shall be entitled by virtue of this Article 10
or otherwise.


 


SECTION 10.09.  Subordination Rights Not Impaired by Acts
or Omissions of the Issuer or Holders of Senior Debt.  No right of any present or future holders of
any Senior Debt to enforce subordination as provided herein shall at any time
in any way be prejudiced or impaired by any act, including any amendment to
this Article 10 without the consent of the holders of such Senior Debt, or
failure to act on the part of the Issuer or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Issuer with the
terms of this Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with. The provisions of this Article 10
are intended to be for the benefit of, and shall be enforceable directly by,
the holders of Senior Debt.


 


SECTION 10.10.  Securityholders Authorize Trustee to
Effectuate Subordination of Securities. 
Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on its or his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article 10, and appoints the Trustee its or his
attorney-in-fact for such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of the Issuer (whether in bankruptcy,
insolvency, receivership, reorganization or similar proceedings or upon an
assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of the Issuer, the filing of a claim for
the unpaid balance of its or his Securities in the form required in those
proceedings.


 


SECTION 10.11.  This Article Not to Prevent Events of
Default.  The failure to make a
payment on account of principal of or interest on the Securities by reason of
any provision of this Article 10 shall not be construed as preventing the
occurrence of an Event of Default specified in Section 6.01.


 


SECTION 10.12.  Trustee’s Compensation Not Prejudiced.  Nothing in this Article 10 shall apply
to amounts due to the Trustee pursuant to other sections in this Indenture.


 


SECTION 10.13.  No Waiver of Subordination Provisions.  Without in any way limiting the generality of
Section 10.09, the holders of Senior Debt may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities and
without impairing or releasing the subordination provided in this Article 10
or the obligations 


 


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hereunder of the Holders of the Securities to
the holders of Senior Debt, do any one or more of the following: (a) change
the manner, place or terms of payment or extend the time of payment of, or
renew or alter, Senior Debt or any instrument evidencing the same or any
agreement under which Senior Debt is outstanding or secured; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (c) release any Person liable in any
manner for the collection of Senior Debt; and (d) exercise or refrain from
exercising any rights against the Issuer and any other Person.


 


SECTION 10.14.  Subordination Provisions Not Applicable to
Assets Held in Trust for Securityholders; Payments May be Paid Prior to
Dissolution.  All money and United
States Government Obligations deposited in trust with the Trustee pursuant to and
in accordance with Article 8 shall be for the sole benefit of the Holders
and shall not be subject to this Article 10.


 


Nothing
contained in this Article 10 or elsewhere in this Indenture shall prevent (i) the
Issuer, except under the conditions described in Section 10.02, from
making payments of principal of and interest on the Securities, or from
depositing with the Trustee any moneys for such payments or from effecting a
termination of the Issuer’s and the Guarantors’ Obligations under the
Securities and this Indenture as provided in Article 8 or (ii) the
application by the Trustee of any moneys deposited with it for the purpose of
making such payments of principal of and interest on the Securities, to the
Holders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have
received the written notice provided for in Section 10.02(b) or in Section 10.06.
The Issuer shall give prompt written notice to the Trustee of any dissolution,
winding-up, liquidation or reorganization of the Issuer.


 


SECTION 10.15.  Acceleration of Securities.  If payment of the Securities is accelerated
because of an Event of Default, the Issuer (or the Trustee at the direction of
the Issuer) shall promptly notify the holders of Designated Senior Debt of the
Issuer (or the representative of such Designated Senior Debt) of the
acceleration.


 


ARTICLE 11


 


Guarantee of
Securities


 


SECTION 11.01.  Unconditional Guarantee.  Each of the Guarantors hereby, jointly and
severally and unconditionally guarantees, on a senior subordinated basis (such
guarantee to be referred to herein as a “Guarantee”)
to each Holder of a Security authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns that: (a) the principal of and
interest on the Securities shall be promptly paid in full when due (subject to
any applicable grace periods) whether at maturity, upon redemption, upon
repurchase at the option of Holders pursuant to the provisions of the
Securities relating thereto, by acceleration or otherwise, and interest on the
overdue principal and (to the extent permitted by law) interest, if any, on the
Securities and all other Obligations of the Issuer to the Holders or the
Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07
hereof) and all other Obligations shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of 


 


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payment or renewal of any Securities or any
of such other Obligations, the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at maturity, by acceleration or otherwise,
subject, however, in the case of (a) and (b) to the limitations set
forth in Section 11.04. Failing payment when due of any amount so
guaranteed, or failing performance of any other obligation of the Issuer to the
Holders under this Indenture or under the Securities, for whatever reason, each
Guarantor shall be obligated to pay, or to perform or cause the performance of,
the same immediately. An Event of Default under this Indenture or the Securities
shall constitute an event of default under this Guarantee, and shall entitle
the Holders of Securities to accelerate the Obligations of the Guarantors
hereunder in the same manner and to the same extent as the Obligations of the
Issuer.


 


Each of the
Guarantors hereby agrees that its Obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions hereof
or thereof, any release of any other Guarantor, the recovery of any judgment
against the Issuer, any action to enforce the same, whether or not a Guarantee
is affixed to any particular Security, or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each of the Guarantors hereby waives the benefit of diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Issuer, any right to require a proceeding first against the
Issuer, protest, notice and all demands whatsoever and covenants that its
Guarantee shall not be discharged except by complete performance of the
Obligations contained in the Securities, this Indenture and this Guarantee.
This Guarantee is a guarantee of payment and not of collection. If any Holder
or the Trustee is required by any court or otherwise to return to the Issuer or
to any Guarantor, or any custodian, trustee, liquidator or other similar
official acting in relation to the Issuer or such Guarantor, any amount paid by
the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee, to
the extent theretofore discharged, shall be reinstated in full force and
effect. Each Guarantor further agrees that, as between it, on the one hand, and
the Holders of Securities and the Trustee, on the other hand, (a) the
maturity of the Obligations guaranteed hereby may be accelerated as provided in
Article 6 for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby, and (b) in the event of any acceleration of
such Obligations as provided in Article 6 hereof, such Obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee.


 


No
stockholder, officer, director, employee, agent or incorporator, past, present
or future, of any Guarantor, as such, shall have any personal liability under
this Guarantee by reason of his, her or its status as such stockholder,
officer, director, employee, agent or incorporator.


 


Each Guarantor
(other than the Company) that makes a payment or distribution under its
Guarantee will be entitled to a contribution from each other Guarantor in an
amount pro rata, based on the net assets of
each Guarantor (other than the Company), determined in accordance with GAAP.


 


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SECTION 11.02.  Limitations on Guarantees.  The Obligations of each Guarantor (other than
the Obligations of the Company under its Guarantee) will be limited as
necessary to prevent such Guarantee from constituting a fraudulent conveyance
or fraudulent transfer under any laws of the United States, any state or
territory of the United States or the District of Columbia.


 


SECTION 11.03.  Execution and Delivery.


 


Each of the
Guarantors hereby agrees that its Guarantee set forth in Section 11.01
shall remain in full force and effect (unless released in accordance with Section 11.04)
notwithstanding any failure to endorse on any Security a notation of such
Guarantee.


 


If an Officer
of a Guarantor whose signature is on this Indenture no longer holds that or any
office at the time the Trustee authenticates any Security, such Guarantor’s
Guarantee of such Security shall be valid nevertheless.


 


The delivery
of any Security by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of any Guarantee set forth in this Indenture on
behalf of each Guarantor.


 


SECTION 11.04.  Release of a Guarantor.  (a)  Upon (i) the sale or
disposition of all of the Capital Stock of a Guarantor (other than the Company)
by the Company in compliance with Section 4.16 or the consolidation or
merger of a Guarantor with or into any Person in compliance with Article 5,
in each case, (A) other than to the Company or an Affiliate of the Company
and (B) in a transaction following which all liability of such Guarantor
with respect to Indebtedness of the Issuer and the Company shall have been
released by the holders of such Indebtedness or (ii) the liquidation or
dissolution of any Guarantor (other than the Company) in accordance with this
Indenture, such Guarantor’s Guarantee pursuant to this Article 11 shall be
released, and such Guarantor shall be deemed released from all Obligations
under this Indenture and the Securities without any further action required on
the part of the Trustee or any Holder. Any Guarantor not so released or the
entity surviving such Guarantor, as applicable, shall remain or be liable under
its Guarantee as provided in this Article 11. Concurrently with the
defeasance or satisfaction and discharge of the Securities under Article 8
hereof, the Guarantors shall be released from all of their obligations under
this Indenture and the Securities. In addition, a Guarantor’s Guarantee will
also be released and such Guarantor will also be released from all Obligations
under this Indenture and the Securities if such Guarantor (1) is released
from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if
such Guarantor will remain a Subsidiary of the Company, it has no other
outstanding Indebtedness other than Indebtedness which could be incurred by a
Restricted Subsidiary that is not a Guarantor of the Securities on the date of
the proposed release of such Guarantor’s Guarantee.


 


(b)  The
Trustee shall deliver an appropriate instrument evidencing the release of a
Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied
by an Officers’ Certificate of the Issuer and, upon request, an Opinion of
Counsel certifying as to 


 


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the compliance with this Section 11.04; provided
the legal counsel delivering such Opinion of Counsel may rely as to matters of
fact on one or more Officers’ Certificates of the Issuer.


 


The Trustee
shall execute any documents reasonably requested by the Issuer or a Guarantor
in order to evidence the release of such Guarantor from its Obligations under
its Guarantee pursuant to this Article 11.


 


Except as set
forth in Articles 4 and 5 and this Section 11.04, nothing contained in
this Indenture or in any of the Securities shall prevent any consolidation or
merger of a Guarantor with or into the Issuer or another Guarantor or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Issuer or another Guarantor.


 


SECTION 11.05.  Waiver of Subrogation.  Until this Indenture is discharged and all of
the Securities are discharged and paid in full, each Guarantor hereby
irrevocably waives and agrees not to exercise any claim or other rights which
it may now or hereafter acquire against the Issuer that arise from the
existence, payment, performance or enforcement of the Issuer’s Obligations
under the Securities or this Indenture and such Guarantor’s Obligations under
its Guarantee under this Indenture, in any such instance including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy of the
Holders against the Issuer, whether or not such claim, remedy or right arises
in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Issuer, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Securities under the Securities,
this Indenture, or any other document or instrument delivered under or in
connection with such agreements or instruments, shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor
for the benefit of, and held in trust for the benefit of, the Trustee or the
Holders and shall forthwith be paid to the Trustee for the benefit of itself or
such Holders to be credited and applied to the Obligations in favor of the
Trustee or the Holders, as the case may be, whether matured or unmatured, in
accordance with the terms of this Indenture. Each Guarantor acknowledges that
it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section 11.05
is knowingly made in contemplation of such benefits.


 


SECTION 11.06.  Obligations Continuing.  Subject to Section 11.04, the
Obligations of each Guarantor hereunder shall be continuing and shall remain in
full force and effect until all the Obligations have been paid and satisfied in
full.


 


SECTION 11.07.  Obligations Reinstated.  Subject to Section 11.04, the
Obligations of each Guarantor hereunder shall continue to be effective or shall
be reinstated, as the case may be, if at any time any payment which would
otherwise have reduced the Obligations of any Guarantor hereunder (whether such
payment shall have been made by or on behalf of the Issuer or by or on behalf
of a Guarantor) is rescinded or reclaimed from any of the Holders upon the
insolvency, bankruptcy, liquidation or reorganization of the Issuer or 


 


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any Guarantor or otherwise, all as though
such payment had not been made. If demand for, or acceleration of the time for,
payment by the Issuer is stayed upon the insolvency, bankruptcy, liquidation or
reorganization of the Issuer, all such Obligations otherwise subject to demand
for payment or acceleration shall nonetheless be payable by each Guarantor as
provided herein.


 


SECTION 11.08.  Waiver.  Without in any way limiting the provisions of
Section 11.01, each Guarantor hereby waives notice or proof of reliance by
the Holders upon the Obligations of any Guarantor hereunder, and diligence,
presentment, demand for payment on the Issuer, protest or notice of dishonor of
any of the Obligations.


 


SECTION 11.09.  No Obligation to Take Action Against the
Issuer.  Neither the Trustee nor any
other Person shall have any obligation to enforce or exhaust any rights or
remedies or to take any other steps under any security for the Obligations or
against the Issuer or any other Person or any property of the Issuer or any
other Person before the Trustee is entitled to demand payment and performance
by any or all Guarantors of their liabilities and Obligations under this
Indenture.


 


SECTION 11.10.  Default and Enforcement.  If any Guarantor fails to pay in accordance
with Section 11.01, the Trustee may proceed in its name as trustee
hereunder in the enforcement of the Guarantee of any such Guarantor and such
Guarantor’s Obligations hereunder by any remedy provided by law, whether by
legal proceedings or otherwise, and to recover from such Guarantor the
Obligations under this Indenture.


 


SECTION 11.11.  Amendment, Etc.  No amendment, modification or waiver of any
provision of this Indenture relating to any Guarantor or consent to any
departure by any Guarantor or any other Person from any such provision will in
any event be effective unless it is signed by such Guarantor and the Trustee,
other than a release pursuant to Section 11.04.


 


SECTION 11.12.  Acknowledgment.  Each Guarantor hereby acknowledges
communication of the terms of this Indenture and the Securities and consents to
and approves of the same.


 


SECTION 11.13.  Costs and Expenses.  Each Guarantor shall pay on demand by the
Trustee any and all reasonable costs, fees and expenses (including, without
limitation, reasonable legal fees and disbursements) incurred by the Trustee,
its agents, advisors and counsel or any of the Holders in enforcing any of
their rights under any Guarantee.


 


SECTION 11.14.  No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Trustee or the Holders, any right, remedy, power
or privilege under this Indenture or the Securities, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege under this Indenture or the Securities preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges in the Guarantee under
this Indenture, the Securities and any other document or instrument 


 


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between a Guarantor and/or the Issuer and the
Trustee are cumulative and not exclusive of any rights, remedies, powers and
privilege provided by law.


 


SECTION 11.15.  Successors and Assigns.  Each Guarantee shall be binding upon and
inure to the benefit of each Guarantor and the Trustee and the other Holders
and their respective successors and permitted assigns, except that no Guarantor
may assign any of its Obligations hereunder.


 


SECTION 11.16.  Contribution.  In order to provide for just and equitable
contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor other than the Company (such Guarantor, a
“Funding Guarantor”) under its
Guarantee, such Funding Guarantor shall be entitled to contribution from all
other Guarantors in a pro rata amount
based on the net assets (determined in accordance with GAAP) of each Guarantor
(including the Funding Guarantor) other than the Company for all payments,
damages and expenses incurred by that Funding Guarantor in discharging the
Issuer’s Obligations with respect to the Securities or any other Guarantor’s
Obligations with respect to its Guarantee hereunder.


 


SECTION 11.17.  Future Guarantors.  The Company shall cause each of its
Restricted Subsidiaries to the extent required by Section 4.19, in each
case, to execute and deliver a supplemental indenture and thereby become a
Guarantor bound by the Guarantee of the Securities on the terms set forth in
this Article 11; provided that no Subsidiary organized outside the
United States of America and no Unrestricted Subsidiary shall be required to
become a Guarantor.


 


ARTICLE 12


 


Subordination
of Guarantee


 


SECTION 12.01.  Guarantee Obligations Subordinated to
Senior Debt.  Each Guarantor
covenants and agrees, and the Trustee and each Holder of the Securities by its
or his acceptance thereof likewise covenant and agree, that all Guarantees
shall be issued subject to the provisions of this Article 12; and each
Person holding any Guarantee, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that all payments of the
principal of and interest on the Securities pursuant to the Guarantee made by
or on behalf of such Guarantor shall, to the extent and in the manner set forth
in this Article 12, be subordinated and junior in right of payment to the
prior payment in full in cash of all amounts payable under such Guarantor’s
Senior Debt, whether outstanding on the Issue Date or thereafter incurred.


 


SECTION 12.02.  No Payment on Guarantee in Certain
Circumstances.  

(a)  No direct or indirect payment by or on behalf of any Guarantor of
principal of or interest on the Securities, whether pursuant to the terms of
the Securities or the Guarantees, including any deposit to the defeasance trust
pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale
Offer or Change of Control Offer or otherwise, shall be made to the Holders of
Securities (except that holders of Securities may receive and retain payments
made from the defeasance trust described under Article 8) if (i) a
default in the payment of the principal of 


 


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or interest on Designated Senior Debt of such
Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any
other default occurs and is continuing with respect to Designated Senior Debt
of such Guarantor that permits holders of the Designated Senior Debt of such
Guarantor as to which such default relates to accelerate its maturity and the
Trustee receives a written notice of such other default (a “Guarantor Payment Blockage Notice”) from
the Issuer or a Guarantor or the holders of any such Designated Senior Debt
(with a copy to the Issuer) until all Obligations with respect to such
Designated Senior Debt are paid in full in cash; provided, that payments
on the Securities shall be resumed (x) in the case of a payment default,
upon the date on which such default is cured, waived or ceases to exist and (y) in
case of a nonpayment default, the earlier of the date on which such nonpayment
default is cured, waived or ceases to exist and 179 days after the date on
which the applicable Guarantor Payment Blockage Notice is received by the
Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”), unless
the maturity of any such Designated Senior Debt has been accelerated (and
written notice of such acceleration has been received by the Trustee).


 


Notwithstanding
anything herein or in the Securities to the contrary, (x) in no event
shall a Guarantor Payment Blockage Period extend beyond 179 days from the date
the Guarantor Payment Blockage Notice in respect thereof was given and (y) not
more than one Guarantor Payment Blockage Period may be commenced with respect
to the Securities during any period of 360 consecutive days. No nonpayment
default that existed or was continuing on the date of delivery of any Guarantor
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Guarantor Payment Blockage Notice (it being understood that any
subsequent action, or any breach of any covenant for a period commencing after
the date of receipt by the Trustee of such Guarantor Payment Blockage Notice,
that, in either case, would give rise to such a default pursuant to any
provisions under which a default previously existed or was continuing shall
constitute a new default for this purpose).


 


(b)  In
the event that, notwithstanding the foregoing, any payment shall be received by
the Trustee or any Holder when such payment is prohibited by Section 12.02(a),
such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of such Designated Senior Debt or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Designated Senior Debt may have been issued, as their
respective interests may appear, but only to the extent that, upon notice from
the Trustee to the holders of such Designated Senior Debt that such prohibited
payment has been made, the holders of such Designated Senior Debt (or their
representative or representatives or a trustee) notify the Trustee in writing
of the amounts then due and owing on such Designated Senior Debt, if any, and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of such Designated Senior Debt.


 


SECTION 12.03.  Payment Over of Proceeds upon Dissolution,
etc.  

(a)  Upon any payment or distribution of assets or securities of any
Guarantor of any kind or character, whether in cash, property or securities,
upon any dissolution or winding-up or liquidation or reorganization of such
Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other similar proceedings, an assignment for the benefit of
creditors or any marshaling of such Guarantor’s assets, the holders of Senior
Debt 


 


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of such Guarantor shall be entitled to
receive payment in full in cash of all Obligations due in respect of such
Senior Debt before the Holders of the Securities or the Trustee on behalf of
such Holders shall be entitled to receive any payment by such Guarantor of the
principal of or interest on the Securities pursuant to its Guarantee, or any
payment to acquire any of the Securities for cash, property or securities, or
any distribution with respect to the Securities of any cash, property or
securities (except that Holders may receive and retain (I) Permitted
Junior Securities and (II) payments made from the defeasance trust
described under Article 8). Before any payment (other than Permitted
Junior Securities or by virtue of the defeasance trust) may be made by, or on
behalf of, any Guarantor of the principal of or interest on the Securities upon
any such dissolution or winding-up or liquidation or reorganization, any
payment or distribution of assets or securities of such Guarantor of any kind
or character, whether in cash, property or securities, to which the Holders of
the Securities or the Trustee on their behalf would be entitled, but for the
subordination provisions of this Indenture, shall be made by such Guarantor or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, directly to the holders of the
Senior Debt of such Guarantor (pro rata
to such holders on the basis of the respective amounts of such Senior Debt held
by such holders) or their representatives or to the trustee or trustees or
agent or agents under any agreement or indenture pursuant to which any such
Senior Debt may have been issued, as their respective interests may appear, to
the extent necessary to pay all such Senior Debt in full in cash after giving
effect to any prior or concurrent payment, distribution or provision therefor
to or for the holders of such Senior Debt.


 


(b)  In
the event that, notwithstanding the foregoing provision prohibiting such payment
or distribution, any payment or distribution of assets or securities of a
Guarantor of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or any Holder of Securities at a time when
such payment or distribution is prohibited by Section 12.03(a) and
before all Obligations in respect of the Senior Debt of such Guarantor are paid
in full in cash, or payment provided for, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered to, the holders of such Senior Debt (pro rata
to such holders on the basis of the respective amounts of Senior Debt held by
such holders) or their respective representatives, or to the trustee or
trustees or agent or agents under any indenture pursuant to which any of such
Senior Debt may have been issued, as their respective interests may appear, for
application to the payment of the Senior Debt remaining unpaid until all such
Senior Debt has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Debt; provided that the Trustee shall be entitled to receive
from the holders of Senior Debt written notice of the amounts owing on the
Senior Debt.


 


The
consolidation of a Guarantor with, or the merger of a Guarantor with or into,
another Person or the liquidation or dissolution of a Guarantor following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another Person upon the terms and conditions provided in Article 5
shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 12.03 if such other Person shall, as a
part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article 5.


 


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SECTION 12.04.  Subrogation.  Upon the payment in full in cash of all
Senior Debt of a Guarantor, or provision for payment, the Holders of the
Securities shall be subrogated to the rights of the holders of Senior Debt to
receive payments or distributions of cash, property or securities of such
Guarantor made on Senior Debt of such Guarantor until the principal of and
interest on the Securities shall be paid in full in cash; and, for the purposes
of such subrogation, no payments or distributions to the holders of Senior Debt
of any cash, property or securities to which the Holders of the Securities or
the Trustee on their behalf would be entitled except for the provisions of this
Article 12, and no payment over pursuant to the provisions of this Article 12
to the holders of the Senior Debt by Holders of the Securities or the Trustee
on their behalf shall, as between such Guarantor, its creditors other than
holders of such Senior Debt of such Guarantor, and the Holders of the
Securities, be deemed to be a payment by such Guarantor to or on account of the
Senior Debt of such Guarantor. It is understood that the provisions of this Article 12
are and are intended solely for the purpose of defining the relative rights of
the Holders of the Securities, on the one hand, and the holders of Senior Debt,
on the other hand.


 


If any payment
or distribution to which the Holders of the Securities would otherwise have
been entitled but for the provisions of this Article 12 shall have been
applied, pursuant to the provisions of this Article 12, to the payment of
all amounts payable under Senior Debt, then and in such case, the Holders of
the Securities shall be entitled to receive from the holders of such Senior
Debt any payments or distributions received by such holders of Senior Debt in
excess of the amount required to make payment in full, or provision for
payment, of such Senior Debt.


 


SECTION 12.05.  Obligations of Guarantor Unconditional.  Nothing contained in this Article 12 or
elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between any Guarantor and the Holders of the Securities, the
obligation of such Guarantor, which is absolute and unconditional, to pay to
the Holders of the Securities the principal of and interest on the Securities as
and when the same shall become due and payable in accordance with the terms of
its Guarantee, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Guarantors other than the
holders of Senior Debt of the Guarantors, nor shall anything herein or therein
prevent the Holder of any Security or the Trustee on their behalf from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article 12
of the holders of Senior Debt of the Guarantors in respect of cash, property or
securities of the Guarantors received upon the exercise of any such remedy.


 


Without
limiting the generality of the foregoing, nothing contained in this Article 12
shall restrict the right of the Trustee or the Holders of Securities to take
any action to declare the Securities to be due and payable prior to their
stated maturity pursuant to Section 6.01 or to pursue any rights or
remedies hereunder; provided, however, that all Senior Debt of
any Guarantor then due and payable shall first be paid in full before the
Holders of the Securities or the Trustee are entitled to receive any direct or
indirect payment from such Guarantor of principal of or interest on the
Securities pursuant to such Guarantor’s Guarantee.


 


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SECTION 12.06.  Notice to Trustee.  The Issuer and the Guarantors shall give
prompt written notice to the Trustee of any fact known to the Issuer or the
Guarantors which would prohibit the making of any payment to or by the Trustee
in respect of the Guarantees pursuant to the provisions of this Article 12.
The Trustee shall not be charged with knowledge of the existence of any event
of default with respect to any Senior Debt of the Guarantors or of any other
facts which would prohibit the making of any payment to or by the Trustee
unless and until the Trustee shall have received notice in writing at its
Corporate Trust Office to that effect signed by an Officer of the Issuer or a
Guarantor, or by a holder of Senior Debt of a Guarantor or trustee or agent
therefor; and prior to the receipt of any such written notice, the Trustee
shall, subject to Article 7, be entitled to assume that no such facts exist;
provided that if the Trustee shall not have received the notice provided
for in this Section 12.06 at least two Business Days prior to the date
upon which by the terms of this Indenture any moneys shall become payable for
any purpose (including, without limitation, the payment of the principal of or
interest on any Security), then, regardless of anything herein to the contrary,
the Trustee shall have full power and authority to receive any moneys from the
Guarantors and to apply the same to the purpose for which they were received,
and shall not be affected by any notice to the contrary which may be received
by it on or after such prior date. Nothing contained in this Section 12.06
shall limit the right of the holders of Senior Debt of the Guarantors to recover
payments as contemplated by Section 12.03. The Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself or itself to be a holder of any Senior Debt of a Guarantor (or a
trustee on behalf of, or other representative of, such holder) to establish
that such notice has been given by a holder of Senior Debt of a Guarantor or a
trustee or representative on behalf of any such holder.


 


In the event
that the Trustee determines in good faith that any evidence is required with
respect to the right of any Person as a holder of Senior Debt of the Guarantors
to participate in any payment or distribution pursuant to this Article 12,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt of the Guarantors
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 12, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.


 


SECTION 12.07.  Reliance on Judicial Order or Certificate
of Liquidating Agent.  Upon any
payment or distribution of assets or securities of any Guarantor referred to in
this Article 12, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or
reorganization proceedings are pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Securities for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of Senior Debt and other Indebtedness of such
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 12.


 


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SECTION 12.08.  Trustee’s Relation to Senior Debt of
Guarantors.  The Trustee and any
Paying Agent shall be entitled to all the rights set forth in this Article 12
with respect to any Senior Debt of the Guarantors which may at any time be held
by it in its individual or any other capacity to the same extent as any other
holder of Senior Debt of the Guarantors, and nothing in this Indenture shall
deprive the Trustee or any Paying Agent of any of its rights as such holder.


 


With respect
to the holders of Senior Debt of the Guarantors, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 12, and no implied covenants or
obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt of the Guarantors. The Trustee
shall not be liable to any such holders if the Trustee shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the Issuer or
to any other Person cash, property or securities to which any holders of Senior
Debt of the Guarantors shall be entitled by virtue of this Article 12 or
otherwise.


 


SECTION 12.09.  Subordination Rights Not Impaired by Acts
or Omissions of the Guarantors or Holders of their Senior Debt.  No right of any present or future holders of
any Senior Debt of the Guarantors to enforce subordination as provided herein
shall at any time in any way be prejudiced or impaired by any act, including
any amendment to this Article 12 without the consent of the holders of
such Senior Debt, or failure to act on the part of any Guarantor or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance
by any Guarantor with the terms of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with. The
provisions of this Article 12 are intended to be for the benefit of, and
shall be enforceable directly by, the holders of Senior Debt of the Guarantors.


 


SECTION 12.10.  Securityholders Authorize Trustee to
Effectuate Subordination of Guarantees. 
Each Holder of Securities by its or his acceptance of such Securities
authorizes and expressly directs the Trustee on its or his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article 12, and appoints the Trustee its or his
attorney-in-fact for such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of any Guarantor (whether in
bankruptcy, insolvency, receivership, reorganization or similar proceedings or
upon an assignment for the benefit of creditors or otherwise) tending towards
liquidation of the business and assets of such Guarantor, the filing of a claim
for the unpaid balance of its or his Securities in the form required in those
proceedings.


 


SECTION 12.11.  This Article Not to Prevent Events of
Default.  The failure to make a
payment on account of principal of or interest on the Securities by reason of
any provision of this Article 12 shall not be construed as preventing the
occurrence of an Event of Default specified in Section 6.01.


 


SECTION 12.12.  Trustee’s Compensation Not Prejudiced.  Nothing in this Article 12 shall apply
to amounts due to the Trustee pursuant to other sections in this Indenture.


 


85





















 


SECTION 12.13.  No Waiver of Guarantee Subordination
Provisions.  Without in any way
limiting the generality of Section 12.09, the holders of Senior Debt of
the Guarantors may, at any time and from time to time, without the consent of
or notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article 12 or the obligations
hereunder of the Holders of the Securities to the holders of such Senior Debt,
do any one or more of the following: (a) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, such Senior
Debt or any instrument evidencing the same or any agreement under which Senior
Debt of the Guarantors is outstanding or secured; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Debt; (c) release any Person liable in any manner for
the collection of such Senior Debt; and (d) exercise or refrain from
exercising any rights against the Guarantor and any other Person.


 


SECTION 12.14.  Payments May be Paid Prior to
Dissolution.  Nothing contained in this
Article 12 or elsewhere in this Indenture shall prevent (i) the
Guarantors, except under the conditions described in Section 12.02, from
making payments of principal of and interest on the Securities, or from
depositing with the Trustee any moneys for such payments or from effecting a
termination of the Guarantors’ obligations under the Securities and this
Indenture as provided in Article 8, or (ii) the application by the
Trustee of any moneys deposited with it for the purpose of making such payments
of principal of and interest on the Securities, to the Holders entitled thereto
unless at least two Business Days prior to the date upon which such payment
becomes due and payable, the Trustee shall have received the written notice
provided for in Section 12.02(b) or in Section 12.06. The Issuer
shall give prompt written notice to the Trustee of any dissolution, winding-up,
liquidation or reorganization of any Guarantor.


 


ARTICLE 13



Miscellaneous


 


SECTION 13.01.  TIA Controls.  If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required to be included
in this Indenture by the TIA, the required provision shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or excluded, as the case may be.


 


SECTION 13.02.  Notices.  Any notices or other communications required
or permitted hereunder shall be in writing, and shall be sufficiently given if
made by hand delivery, by telecopier, by reputable overnight delivery service,
or registered mail, postage prepaid, return receipt requested, addressed as
follows:


 


if to the Issuer, the Company or any other Guarantor:


 


86

















 


	
   

  	
   

  	
  c/o
  Scientific Games Corporation

  
	
   

  	
   

  	
  750 Lexington Avenue, 25th
  Floor

  
	
   

  	
   

  	
  New York, New York 10022

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Ira H. Raphaelson, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:
  (212) 754-2372

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy
  to

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kramer Levin
  Naftalis & Frankel LLP

  
	
   

  	
   

  	
  919 Third Avenue

  
	
   

  	
   

  	
  New York, New York 10022

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  Thomas D. Balliett, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:
  (212) 715-8000

  
	
   

  	
   

  	
   

  
	
   

  	
  if to the
  Trustee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank of
  Nova Scotia Trust Company of New York

  
	
   

  	
   

  	
  1 Liberty Plaza

  
	
   

  	
   

  	
  New York, NY 10006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  Corporate Trust Administration

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:
  (212) 225-5436

  



 


Each of the
Issuer, the Guarantors and the Trustee by written notice to each other may
designate additional or different addresses for notices to such Person. Any
notice or communication to the Issuer and the Guarantors shall be deemed to
have been given or made as of the date so delivered if personally delivered;
when answered back, if telexed; when receipt is acknowledged, if telecopied;
one (1) business day after mailing by reputable overnight courier; and
five (5) calendar days after mailing if sent by registered mail, postage
prepaid (except that, notwithstanding the foregoing, a notice of change of
address shall not be deemed to have been given until actually received by the
addressee). Notice to the Trustee shall be deemed given when actually received
by the Trustee.


 


Any notice or
communication mailed to a Securityholder shall be mailed to him by first class
mail or other equivalent means at his address as it appears on the registration
books of the Registrar and shall be sufficiently given to him if so mailed
within the time prescribed.


 


Failure to
mail a notice or communication to a Securityholder or any defect in it shall
not affect its sufficiency with respect to other Securityholders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.


 


87

















 


SECTION 13.03.  Communications by Holders with Other
Holders.  Securityholders may
communicate pursuant to TIA § 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Issuer, the
Trustee, the Registrar and any other Person shall have the protection of TIA
§ 312(c).


 


SECTION 13.04.  Certificate and Opinion as to Conditions
Precedent.  Upon any request or
application by the Issuer to the Trustee to take any action under this
Indenture, the Issuer shall furnish to the Trustee at the request of the
Trustee:


 


(1)  an Officers’ Certificate of the
Issuer stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have
been complied with; and


 


(2)  an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been
complied with.


 


SECTION 13.05.  Statements Required in Certificate or
Opinion.  Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture, other than the Officers’ Certificate of the Issuer required by Section 4.08(a),
shall include:


 


(1)  a statement that the Person making
such certificate or opinion has read such covenant or condition and the
definitions relating thereto;


 


(2)  a brief statement as to the nature
and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;


 


(3)  a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and


 


(4)  a statement as to whether or not,
in the opinion of each such Person, such condition or covenant has been
complied with; provided, however, that with respect to matters of
fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates
of public officials.


 


SECTION 13.06.  Rules by Trustee, Paying Agent,
Registrar.  The Trustee may make
reasonable rules in accordance with the Trustee’s customary practices for
action by or at a meeting of Holders. The Paying Agent or Registrar may make
reasonable rules for its functions.


 


SECTION 13.07.  Legal Holidays.  A “Legal
Holiday” used with respect to a particular place of payment is a
Saturday, a Sunday or a day on which banking institutions in New York, New
York, or at such place of payment are not required to be open. If a payment
date is a Legal Holiday at such place, payment may be made at such place on the
next 


 


88





















 


succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.


 


SECTION 13.08.  Governing Law.  THIS INDENTURE AND THE SECURITIES WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Indenture or the Securities.


 


SECTION 13.09.  No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret
another indenture, loan or debt agreement of any of the Company or any of the
Company’s Subsidiaries (including the Issuer). Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


 


SECTION 13.10.  No Recourse Against Others.  A director, officer, employee, stockholder or
incorporator, as such, of the Issuer or any Guarantor shall not have any
liability for any Obligations of the Issuer or any Guarantor under the
Securities, the Guarantees or this Indenture or for any claim based on, in
respect of or by reason of such Obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability.
Such waiver and release are part of the consideration for the issuance of the
Securities.


 


SECTION 13.11.  Successors.  All agreements of the Issuer in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successor.


 


SECTION 13.12.  Duplicate Originals.  All parties may sign any number of copies of
this Indenture. Each signed copy or counterpart shall be an original, but all
of them together shall represent the same agreement.


 


SECTION 13.13.  Severability.  In case any one or more of the provisions in
this Indenture or in the Securities shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.


 


89





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, all
as of the date first written above.


 


	
   

  	
  SCIENTIFIC GAMES INTERNATIONAL, 

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTOTOTE ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President, General Counsel and Secretary

  



 


90

















 


	
   

  	
  SCIENTIFIC GAMES SA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   General
  Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MDI ENTERTAINMENT, LLC

  
	
   

  	
   

  
	
   

  	
  By: Scientific Games International, Inc., as Sole 

  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC GAMES RACING, LLC

  
	
   

  	
   

  
	
   

  	
  By: Scientific Games International, Inc., as 

  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRACKPLAY LLC

  
	
   

  	
   

  
	
   

  	
  By: Scientific Games Racing, LLC, as Sole 

  Member

  
	
   

  	
   

  
	
   

  	
  By: Scientific Games International, Inc., as 

  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President, General Counsel and Secretary

  



 


91

















 


	
   

  	
  SG RACING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTOTOTE GAMING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ira H. Raphaelson

  
	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
  Title:   Vice
  President and Secretary

  



 


92

















 


	
   

  	
  THE TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA TRUST 

  COMPANY OF NEW YORK

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Warren A. Goshine

  
	
   

  	
  Name:

  	
  Warren A. Goshine

  
	
   

  	
  Title:   Vice President

  



 


93






 












 


APPENDIX A


 


PROVISIONS RELATING TO INITIAL SECURITIES,

ADDITIONAL SECURITIES,

AND EXCHANGE SECURITIES


 


1.  Definitions


 


1.1  Definitions


 


Capitalized terms used in this
Appendix and not otherwise defined shall have the meanings provided in the
Indenture.  For the purposes of this
Appendix A and the Indenture as a whole, the following terms shall have the
meanings indicated below:


 


“Applicable Procedures” means,
with respect to any transfer or transaction involving a Regulation S Global
Security or beneficial interest therein, the rules and procedures of the
Depositary for such Global Security, to the extent applicable to such
transaction and as in effect from time to time.


 


“Definitive Security” means a
certificated Initial Security or Exchange Security (bearing the Restricted
Securities Legend if the transfer of such Security is restricted by applicable
law) that does not include the Global Securities Legend.


 


“Depositary” means The
Depository Trust Company, its nominees and their respective successors or another
Person designated as Depositary by the Company, which must be a clearing agency
registered under the Exchange Act.


 


“Distribution Compliance Period”,
with respect to any Securities, means the period of 40 consecutive days
beginning on and including the later of (i) the day on which such
Securities are first offered to Persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S and (ii) the
issue date with respect to such Securities.


 


“Exchange Securities” means (1) the 7.875% Senior Subordinated Notes due 2016 issued
pursuant to this Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Securities, if any, issued pursuant to a registration
statement filed with the Commission under the Securities Act.


 


“Global Securities Legend”
means the legend set forth under that caption in Exhibit 1 to this
Appendix.


 


“Initial Purchasers” means (1) with
respect to the Initial Securities issued on the Issue Date, J.P. Morgan
Securities Inc., Banc of America Securities LLC, UBS Securities LLC, Daiwa
Securities America Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC,
Mitsubishi UFJ Securities International plc and UniCredit Capital Markets, Inc.
and (2) with respect to each issuance of Additional Securities, the
Persons purchasing such Additional Securities under the related Purchase
Agreement.


 


“Initial Securities” means (1) $200.0 million aggregate
principal amount of 7.875% Senior Subordinated
Notes due 2016 issued on the Issue Date and (2) Additional 


 


A-1

















 


Securities, if any, issued in a transaction exempt from the
registration requirements of the Securities Act.


 


“Purchase Agreement” means (1) with
respect to the Initial Securities issued on the Issue Date, the Purchase
Agreement dated as of June 2, 2008, among the Issuer, the Company, the
Guarantors party thereto and the representatives for the Initial Purchasers and
(2) any other similar purchase or underwriting agreement relating to
Additional Securities.


 


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


 


“Registered Exchange Offer”
means the offer by the Issuer, pursuant to a Registration Rights Agreement, to
certain Holders of Initial Securities, to issue and deliver to such Holders, in
exchange for their Initial Securities, a like aggregate principal amount of
Exchange Securities registered under the Securities Act.


 


“Registration Rights Agreement”
means (1) with respect to the Initial Securities issued on the Issue Date,
the Registration Rights Agreement dated June 11, 2008, among the Issuer,
the Guarantors party thereto and the representatives for the Initial Purchasers
and (2) any other similar Registration Rights Agreement relating to
Additional Securities.


 


“Regulation S” means Regulation
S under the Securities Act.


 


“Regulation S Securities” means
all Initial Securities offered and sold outside the United States in reliance
on Regulation S.


 


“Restricted Securities Legend”
means the legend set forth in Section 2.3(e)(i) herein.


 


“Rule 144A” means Rule 144A
under the Securities Act.


 


“Rule 144A Securities”
means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Securities Custodian” means
the custodian with respect to a Global Security (as appointed by the
Depositary) or any successor person thereto, who shall initially be the
Trustee.


 


“Shelf Registration Statement”
means a registration statement filed by the Issuer in connection with the offer
and sale of Initial Securities pursuant to a Registration Rights Agreement.


 


“Transfer Restricted Securities”
means Definitive Securities and any other Securities that bear or are required
to bear the Restricted Securities Legend.


 


A-2

















 


1.2  Other Definitions


 


	
  Term:

  	
   

  	
  Defined in Section:

  
	
   

  	
   

  	
   

  
	
  “Agent
  Members”

  	
   

  	
  2.1(c)

  
	
  “Global
  Security”

  	
   

  	
  2.1(b)

  
	
  “Regulation
  S Global Security”

  	
   

  	
  2.1(b)

  
	
  “Rule 144A
  Global Security”

  	
   

  	
  2.1(b)

  



 


2.  The Securities


 


2.1  Form and Dating


 


(a)  The Initial
Securities issued on the date hereof will be (i) offered and sold by the
Issuer pursuant to a Purchase Agreement and (ii) resold, initially only to
(1) QIBs in reliance on Rule 144A and (2) Persons other than
U.S. Persons (as defined in Regulation S) in reliance on Regulation
S.  Such Initial Securities may
thereafter be transferred to, among others, QIBs and purchasers in reliance on
Regulation S.  Additional Securities
offered after the date hereof may be offered and sold by the Issuer from time
to time pursuant to one or more Purchase Agreements in accordance with
applicable law.


 


(b)  Global Securities.  Rule 144A Securities shall be issued
initially in the form of one or more permanent global Securities in definitive,
fully registered form (collectively, the “Rule 144A Global
Security”) and Regulation S Securities shall be issued initially in
the form of one or more global Securities (collectively, the “Regulation S Global Security”), in each case without
interest coupons and bearing the Global Securities Legend and Restricted
Securities Legend, which shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Securities Custodian, and registered in
the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture.  Beneficial ownership interests in the Regulation
S Global Security shall not be exchangeable for interests in the Rule 144A
Global Security or any other Security without a Restricted Securities Legend
until the expiration of the Distribution Compliance Period.  The Rule 144A Global Security and the
Regulation S Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities”; provided that the term “Global
Security” when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and
2.4 shall also include any Security in global form issued in connection with a
Registered Exchange Offer.  The aggregate
principal amount of the Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee.


 


(c)  Book-Entry
Provisions.  This Section 2.1(c) shall
apply only to a Global Security deposited with or on behalf of the Depositary.


 


The Issuer shall execute and
the Trustee shall, in accordance with this Section 2.1(c) and Section 2.02
of this Indenture, and pursuant to an authentication order delivered to the
Trustee pursuant to Section 2.02 of this Indenture, authenticate and
deliver initially one or more Global Securities that (i) shall be
registered in the name of the Depositary for such Global Security or Global
Securities or the nominee of such Depositary and (ii) shall be 


 


A-3

















 


delivered by
the Trustee to such Depositary or pursuant to such Depositary’s instructions or
held by the Trustee as Securities Custodian.


 


Members of, or participants in,
the Depositary (“Agent Members”) shall have no
rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or by the Trustee as Securities Custodian or under
such Global Security, and the Depositary may be treated by the Issuer, the
Trustee and any agent of the Issuer (including any Agent) or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Issuer, the Trustee or any agent of the Issuer (including any
Agent) or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.


 


(d)  Definitive
Securities.  Except as provided in Section 2.3
or 2.4, owners of beneficial interests in Global Securities will not be
entitled to receive physical delivery of certificated Securities.


 


2.2  Authentication of Exchange Securities.  The Trustee shall authenticate and make
available for delivery upon a written order of the Issuer signed by two
Officers Exchange Securities for issue only in a Registered Exchange Offer
pursuant to a Registration Rights Agreement and for a like principal amount of
Initial Securities exchanged pursuant thereto. 
Such order shall specify the amount of the Securities to be
authenticated and the date the Exchange Securities are to be
authenticated.  The aggregate principal
amount of Securities that may be outstanding at any time is unlimited.


 


2.3  Transfer and Exchange.  (a)  Transfer and Exchange of Definitive
Securities.  When Definitive
Securities are presented to the Registrar with a request:


 


(i)  to register the transfer of such
Definitive Securities; or


 


(ii)  to exchange such Definitive
Securities for an equal principal amount of Definitive Securities of other
authorized denominations,


 


the Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements
for such transaction are met; provided, however, that the
Definitive Securities surrendered for transfer or exchange:


 


(1)  shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory
to the Issuer and the Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing; and


 


(2)  in the case of Transfer Restricted
Securities, are accompanied by the following additional information and
documents, as applicable:


 


(A)  if such Definitive Securities are
being delivered to the Registrar by a Holder for registration in the name of
such Holder, without transfer, a 


 


A-4

















 


certification from such Holder to that effect (in the form set forth on
the reverse side of the Initial Security); or


 


(B)  if such Definitive Securities are
being transferred to the Issuer, a certification to that effect (in the form
set forth on the reverse side of the Initial Security); or


 


(C)  if such Definitive Securities are
being transferred pursuant to an exemption from registration in accordance with
Rule 144 under the Securities Act or in reliance upon another exemption
from the registration requirements of the Securities Act, (x) a
certification to that effect (in the form set forth on the reverse side of the
Initial Security) and (y) if the Issuer so requests, an opinion of counsel
or other evidence reasonably satisfactory to it as to the compliance with the
restrictions set forth in Section 2.3(e)(i).


 


(b)  Restrictions on
Transfer of a Definitive Security for a Beneficial Interest in a Global
Security.  A Definitive Security may
not be exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Registrar, together with:


 


(i) certification (in the form set forth
on the reverse side of the Initial Security) that such Definitive Security is
being transferred (1) to a QIB in accordance with Rule 144A or (2) outside
the United States in an offshore transaction within the meaning of Regulation S
and in compliance with Rule 904 under the Securities Act;


 


(ii) if the Company so requests, an
opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i);
and


 


(iii) written instructions directing the
Trustee to make, or to direct the Securities Custodian to make, an adjustment
on its books and records with respect to such Global Security to reflect an
increase in the aggregate principal amount of the Securities represented by the
Global Security, such instructions to contain information regarding the
Depositary account to be credited with such increase,


 


then the Trustee shall cancel
such Definitive Security and cause, or direct the Securities Custodian to
cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Securities Custodian, the aggregate principal
amount of Securities represented by the Global Security to be increased by the
aggregate principal amount of the Definitive Security to be exchanged and shall
credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Security equal to the
principal amount of the Definitive Security so canceled.  If no Global Securities are then outstanding
and the Global Security has not been previously exchanged for certificated
securities pursuant to Section 2.4, the Issuer shall issue and the Trustee
shall 


 


A-5

















 


authenticate, in accordance
with Section 2.02 of this Indenture, a new Global Security in the
appropriate principal amount.


 


(c)  Transfer
and Exchange of Global Securities.  (i) 
The transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depositary, in accordance with this Indenture
(including applicable restrictions on transfer set forth herein, if any) and
the procedures of the Depositary therefor. 
A transferor of a beneficial interest in a Global Security shall deliver
a written order given in accordance with the Depositary’s procedures containing
information regarding the participant account of the Depositary to be credited
with a beneficial interest in such Global Security or another Global Security
and such account shall be credited in accordance with such order with a
beneficial interest in the applicable Global Security and the account of the
Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Security being transferred.  Transfers by an owner of a beneficial
interest in the Rule 144A Global Security to a transferee who takes
delivery of such interest through the Regulation S Global Security, whether
before or after the expiration of the Distribution Compliance Period, shall be
made only upon receipt by the Trustee of a certification from the transferor in
the form provided on the reverse of the Initial Securities to the effect that
such transfer is being made in accordance with Regulation S or (if available) Rule 144
under the Securities Act.


 


(ii)  If the proposed transfer is a
transfer of a beneficial interest in one Global Security to a beneficial
interest in another Global Security, the Registrar shall reflect on its books
and records the date and an increase in the principal amount of the Global
Security to which such interest is being transferred in an amount equal to the
principal amount of the interest to be so transferred, and the Registrar shall
reflect on its books and records the date and a corresponding decrease in the
principal amount of the Global Security from which such interest is being
transferred.


 


(iii)  Notwithstanding any other provisions
of this Appendix (other than the provisions set forth in Section 2.4), a
Global Security may not be transferred as a whole except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.


 


(iv)  In the event that a Global
Security is exchanged for Definitive Securities pursuant to Section 2.4
prior to the consummation of a Registered Exchange Offer or the effectiveness
of a Shelf Registration Statement with respect to such Securities, such
Securities may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.3
(including the certification requirements set forth on the reverse of the
Initial Securities intended to ensure that such transfers comply with Rule 144A,
Regulation S or such other applicable exemption from registration under the
Securities Act, as the case may be) and such other procedures as may from time
to time be adopted by the Company.


 


(d)  Restrictions
on Transfer of Regulation S Global Security.  (i) Prior to the expiration of the
Distribution Compliance Period, interests in the Regulation S Global 


 


A-6

















 


Security may only be sold, pledged or transferred in accordance with
the Applicable Procedures and only (1) to the Issuer, (2) so long as
such Security is eligible for resale pursuant to Rule 144A, to a person
whom the selling holder reasonably believes is a QIB that purchases for its own
account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (3) in an
offshore transaction in accordance with Regulation S, (4) pursuant to an
exemption from registration under the Securities Act provided by Rule 144
(if applicable) under the Securities Act or (5) pursuant to an effective
registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States.  Prior to the expiration of the Distribution
Compliance Period, transfers by an owner of a beneficial interest in the
Regulation S Global Security to a transferee who takes delivery of such
interest through the Rule 144A Global Security shall be made only in
accordance with Applicable Procedures and upon receipt by the Trustee of a
written certification from the transferor of the beneficial interest in the
form provided on the reverse of the Initial Security to the effect that such
transfer is being made to a QIB within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A.  Such written certification shall no longer be
required after the expiration of the Distribution Compliance Period.


 


(ii)  Upon the expiration of the
Distribution Compliance Period, beneficial ownership interests in the
Regulation S Global Security shall be transferable in accordance with
applicable law and the other terms of this Indenture.


 


(e)  Legend.


 


(i)  Except as permitted by the
following paragraphs (ii), (iii) or (iv), each Security certificate
evidencing the Global Securities and the Definitive Securities (and all
Securities issued in exchange therefor or in substitution thereof) shall bear a
legend in substantially the following form (each defined term in the legend
being defined as such for purposes of the legend only):


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE
CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH 


 


A-7

















 


SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. 
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.  IN
THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


 


Each Definitive Security shall
also bear the following additional legend:


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(ii)  Upon any sale or transfer of a
Transfer Restricted Security that is a Definitive Security, the Registrar shall
permit the Holder thereof to exchange such Transfer Restricted Security for a
Definitive Security that does not bear the legends set forth above and rescind
any restriction on the transfer of such Transfer Restricted Security if the
Holder certifies in writing to the Registrar that its request for such exchange
was made in reliance on Rule 144 (such certification to be in the form set
forth on the reverse of the Initial Security).


 


(iii)  After a transfer of any Initial
Securities during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Securities, all requirements pertaining
to the Restricted Securities Legend on such Initial Securities shall cease to
apply and the requirements that any such Initial Securities be issued in global
form shall continue to apply.


 


A-8

















 


(iv)  Upon the consummation of a
Registered Exchange Offer with respect to the Initial Securities pursuant to
which Holders of such Initial Securities are offered Exchange Securities in
exchange for their Initial Securities, all requirements pertaining to Initial
Securities that Initial Securities be issued in global form shall continue to
apply, and Exchange Securities in global form without the Restricted Securities
Legend shall be available to Holders that exchange such Initial Securities in
such Registered Exchange Offer.


 


(v)  Upon a sale or transfer after the
expiration of the Distribution Compliance Period of any Initial Security
acquired pursuant to Regulation S, all requirements that such Initial Security
bear the Restricted Securities Legend shall cease to apply and the requirements
requiring any such Initial Security be issued in global form shall continue to
apply.


 


(vi)  Any Additional Securities sold in
a registered offering shall not be required to bear the Restricted Securities
Legend.


 


(f)  Cancelation
or Adjustment of Global Security.  At
such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, transferred, redeemed, repurchased or
canceled, such Global Security shall be returned by the Depositary to the
Trustee for cancelation or retained and canceled by the Trustee.  At any time prior to such cancelation, if any
beneficial interest in a Global Security is exchanged for Definitive
Securities, transferred in exchange for an interest in another Global Security,
redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by
the Trustee or the Securities Custodian, to reflect such reduction.


 


(g)  Obligations
with Respect to Transfers and Exchanges of Securities.


 


(i)  To permit registrations of
transfers and exchanges, the Issuer shall execute and the Trustee shall
authenticate, Definitive Securities and Global Securities at the Registrar’s
request.


 


(ii) No service charge shall be made for
any registration of transfer or exchange, but the Issuer may require payment of
a sum sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchanges
pursuant to Sections 2.06, 3.06, 4.16 and 9.05 of this Indenture).


 


(iii)  Prior to the due presentation for
registration of transfer of any Security, the Issuer, the Trustee, the Paying
Agent or the Registrar may deem and treat the person in whose name a Security
is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of and interest on such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and none 


 


A-9

















 


of the Issuer, the Trustee, the Paying Agent or the Registrar shall be
affected by notice to the contrary.


 


(iv)  All Securities issued upon any transfer
or exchange pursuant to the terms of this Indenture shall evidence the same
debt and shall be entitled to the same benefits under this Indenture as the
Securities surrendered upon such transfer or exchange.


 


(h)  No
Obligation of the Trustee.


 


(i)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Security, a member of, or a participant in the Depositary or any other
Person with respect to the accuracy of the records of the Depositary or its
nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depositary) of any
notice (including any notice of redemption or repurchase) or the payment of any
amount, under or with respect to such Securities.  All notices and communications to be given to
the Holders and all payments to be made to Holders under the Securities shall
be given or made only to the registered Holders (which shall be the Depositary
or its nominee in the case of a Global Security).  The rights of beneficial owners in any Global
Security shall be exercised only through the Depositary subject to the applicable
rules and procedures of the Depositary. 
The Trustee may rely and shall be fully protected in relying upon
information furnished by the Depositary with respect to its members,
participants and any beneficial owners.


 


(ii)  The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Security (including any
transfers between or among Depositary participants, members or beneficial
owners in any Global Security) other than to require delivery of such
certificates, opinions and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms of this
Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.


 


2.4  Definitive Securities


 


(a)  A Global Security
deposited with the Depositary or with the Trustee as Securities Custodian
pursuant to Section 2.1 or issued in connection with a Registered Exchange
Offer shall be transferred to the beneficial owners thereof in the form of
Definitive Securities in an aggregate principal amount equal to the principal
amount of such Global Security, in exchange for such Global Security, only if
such transfer complies with Section 2.3 and (i) the Depositary
notifies the Issuer that it is unwilling or unable to continue as a Depositary
for such Global Security or if at any time the Depositary ceases to be a “clearing
agency” registered under the Exchange Act, and a successor depositary is not
appointed by the Issuer within 90 days of such notice or after the Issuer becomes
aware of such cessation,


 


A-10

















 


(ii) an
Event of Default has occurred and is continuing or (iii) the Issuer, in
its sole discretion, notifies the Trustee in writing that it elects to cause
the issuance of certificated Securities under this Indenture.


 


(b)  Any Global Security
that is transferable to the beneficial owners thereof pursuant to this Section 2.4
shall be surrendered by the Depositary to the Trustee, to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global
Security, an equal aggregate principal amount of Definitive Securities of
authorized denominations.  Any portion of
a Global Security transferred pursuant to this Section shall be executed,
authenticated and delivered only in denominations of $2,000 and any greater
integral multiple of $1,000 thereof and registered in such names as the
Depositary shall direct.  Any
certificated Initial Security in the form of a Definitive Security delivered in
exchange for an interest in the Global Security shall, except as otherwise
provided by Section 2.3(e), bear the Restricted Securities Legend.


 


(c)  Subject to the
provisions of Section 2.4(b), the registered Holder of a Global Security
may grant proxies and otherwise authorize any Person, including Agent Members
and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under this Indenture or the Securities.


 


(d)  In the event of the
occurrence of any of the events specified in Section 2.4(a)(i), (ii) or
(iii), the Issuer will promptly make available to the Trustee a reasonable
supply of Definitive Securities in fully registered form without interest
coupons.


 


A-11
















 


EXHIBIT 1


To


APPENDIX A


 


[FORM OF FACE OF INITIAL SECURITY]


 


[Global Securities Legend]


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.


 


[[FOR REGULATION S GLOBAL
SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF
THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A
DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN
IN ACCORDANCE WITH RULE 144A THEREUNDER.]


 


[Restricted Securities Legend]


 


THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE
CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF 


 


B-1

















 


THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  IN THE CASE OF REGULATION S NOTES: BY ITS
ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT.


 


[Definitive
Securities Legend]


 


IN CONNECTION WITH ANY
TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


B-2

















 


	
  No.

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CUSIP No.

  	
   

  
					



 


7.875%
Senior Subordinated Notes due
2016


 


Scientific Games International, Inc.,
a Delaware corporation, promises to pay to
[               ] or registered assigns, the principal
sum of [           ]
Dollars [as such sum may be increased or reduced as reflected on the records of
the Trustee in accordance with the Indenture](1) on June 15, 2016.


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates:  June 1 and December 1


 


Additional provisions of this
Security are set forth on the other side of this Security.


 


	
  SCIENTIFIC GAMES INTERNATIONAL, INC.

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  
				



 


 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


Dated:


 


	
  THE BANK OF NOVA SCOTIA TRUST

  COMPANY OF NEW YORK

  	
   

  
	
   

  	
   

  
	
  as Trustee, certifies

  that this is one of

  the Securities referred

  to in the Indenture.

  	
   

  



 


	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Authorized Signatory

  	
   

  



 






	
   

  	
  (1) 
  Insert if a global security

  	
   

  



 


B-3

















 


[FORM OF REVERSE SIDE OF INITIAL
SECURITY]


 


7.875% Senior Subordinated Notes due 2016


 


1.     Interest


 


SCIENTIFIC GAMES INTERNATIONAL,
INC., a Delaware corporation (the “Issuer”), promises to pay interest on the
principal amount of this Security at the rate per annum shown above; provided,
however, that if (i) either the Exchange Offer (as defined in the
Registration Rights Agreement) is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b) of the Registration
Rights Agreement, does not become effective on or prior to March 11,
2009  (the “Target Registration Date”) or
(ii) the Shelf Registration Statement, if required by the Registration
Rights Agreement, has become effective and thereafter either ceases to be
effective or the Prospectus (as defined in the Registration Rights Agreement)
contained therein ceases to be usable, in each case whether or not permitted by
the Registration Rights Agreement, at any time during the Shelf Effectiveness
Period (as defined in the Registration Rights Agreement), and such failure to
remain effective or usable exists for more than 30 days (whether or not
consecutive) in any 12-month period (each such event referred to in clauses (i) and
(ii), a “Registration Default”), additional interest will accrue on this
Security at a rate of 0.25% per annum (increasing by an additional 0.25% per
annum after each consecutive 90-day period that occurs after the date on which
such Registration Default occurs up to a maximum additional interest rate of
1.00%) from and including the date on which any such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured. All references in this Security and in the Indenture to interest payable
on any Security shall include any such additional interest.  The Issuer will pay interest semi-annually on
June 15 and December 15 of each year (each an “Interest Payment Date”),
commencing December 15, 2008. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from June 11, 2008. Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


The Issuer shall pay interest
at the rate of interest then borne by the Securities on overdue installments of
principal and on overdue installments of interest to the extent lawful as
provided in the Indenture.


 


2.     Method of Payment


 


The Issuer shall pay interest
on the Securities (except defaulted interest) to the Persons who are the
registered Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date even if the Securities are cancelled after
such Record Date and before the corresponding Interest Payment Date. Holders
must surrender Securities to a Paying Agent to collect principal payments. The
Issuer shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts (“U.S.
Legal Tender”). However, the Issuer may pay principal and interest by wire
transfer of federal funds, or interest by check payable in such U.S. Legal
Tender. The Issuer may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder’s registered address.


 


B-4

















 


3.     Paying Agent and
Registrar


 


Initially, The Bank of Nova
Scotia Trust Company of New York (the “Trustee”) will act as Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without notice
to the Holders. The Issuer, the Company or any of the Company’s Subsidiaries
may act as Registrar or Paying Agent.


 


4.     Indenture


 


The Issuer issued the
Securities under an Indenture, dated as of June 11, 2008 (the “Indenture”),
by and among the Issuer, the Guarantors named therein and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in
effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA and as it may be amended from time to
time. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of them. The Securities are senior subordinated obligations
of the Issuer initially limited in aggregate principal amount to $200,000,000
on the Issue Date, and, subject to compliance with Section 4.04 of the
Indenture, unlimited in aggregate principal amount thereafter.


 


5.     Optional Redemption


 


On and after June 15,
2012, the Issuer will be entitled, at its option on one or more occasions, to
redeem all or any portion of the Securities upon not less than 30 nor more than
60 days’ notice, at the following redemption prices (expressed as percentages
of the principal amount thereof) if redeemed during the twelve-month period
commencing on June 15 of the years set forth below, plus, in each case,
accrued and unpaid interest to the Redemption Date:


 




	
  Period

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  103.938

  	
  %

  
	
  2013

  	
   

  	
  101.969

  	
  %

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


6.     Optional Redemption upon Equity Offering


 


On or prior to June 15,
2011, the Issuer may, at its option on one or more occasions, redeem up to 35%
of the initially outstanding aggregate principal amount of the Securities
(which includes Additional Securities, if any) with the net cash proceeds
contributed to the capital of the Issuer from one or more Equity Offerings, at
a redemption price equal to 107.875% of the principal amount thereof, plus
accrued and unpaid interest to the date of redemption; provided, however,
that:


 


B-5

















 


(1)           at least 65% of the initially
outstanding aggregate principal amount of the Securities (which includes
Additional Securities, if any) remains outstanding immediately after any such
redemption; and


 


(2)           each such redemption occurs within
120 days after the date of the related Equity Offering.


 


As used in the preceding paragraph, “Equity
Offering” means any private or public offering of Qualified Capital Stock of
the Company.


 


7.     Redemption at Make-Whole Premium


 


At any time prior to June 15, 2012, the Issuer may redeem all or
any portion of the Securities on one or more occasions upon not less than 30
nor more than 60 days’ notice at a redemption price equal to 100% of the
principal amount of the Securities redeemed plus the Applicable Premium as of,
and accrued and unpaid interest, if any, to, the date of redemption subject to
the rights of Holders of Securities on the relevant Record Dates occurring
prior to the Redemption Date to receive interest due on the relevant Interest
Payment Date.


 


As used in the preceding
paragraph the following terms have the following meanings:


 


“Applicable Premium” means,
with respect to any Security on any Redemption Date, the greater of:


 


(a) 1.0% of the principal
amount of such Security; and


 


(b) the excess, if any,
of:


 


(1) the present value at such Redemption
Date of (i) the Redemption Price of the Security at June 15, 2012
(such Redemption Price being set forth in the table appearing under Paragraph 5
of the Securities) plus (ii) all required interest payments due on the
Security through June 15, 2012 (excluding accrued but unpaid interest to
the Redemption Date), computed using a discount rate equal to the Treasury Rate
as of such Redemption Date plus 50 basis points; over


 


(2) the principal amount of the
Security.


 


“Treasury Rate” means, as of
any Redemption Date, the yield to maturity as of such Redemption Date of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the Redemption
Date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the Redemption Date to June 15, 2012; provided that, if the period
from the Redemption Date to such date is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a 


 


B-6

















 


constant
maturity of one year will be used.  The
United States Treasury security used to calculate the Treasury Rate shall be
selected by the Quotation Agent.


 


“Quotation Agent” means a
nationally recognized investment banking firm selected by the Company that is a
primary U.S. Government securities dealer.


 


8.     Disposition or
Redemption Pursuant to Gaming Laws


 


At any time any Holder or beneficial owner of
Securities is determined to be a Disqualified Holder, then the Issuer will have
the right, at its option:


 


(1)           to require such Holder or beneficial
owner to dispose of all or a portion of its Securities within 60 days (or such
earlier date as may be required by the applicable Gaming Authority) of receipt
of the relevant notice of finding by the applicable Gaming Authority; or


 


(2)           to redeem all or a portion of the
Securities of such Holder or beneficial owner upon not less than 30 nor more
than 60 days’ notice at a Redemption Price equal to the lesser of:


 


(a)           the principal amount thereof, and


 


(b)           the price at which such Holder or
beneficial owner acquired the Securities,


 


together with,
in the case of either clause (a) or (b), accrued and unpaid interest to
the earlier of the date of redemption or the date of the denial of license or
qualification or of the finding of unsuitability by such Gaming Authority
(subject to the rights of Holders of Securities on the relevant Record Dates
occurring prior to such Redemption Date to receive interest due on the relevant
Interest Payment Date); provided, however, that if such Gaming Authority
restricts the Redemption Price to a lesser amount then such lesser amount will
be the Redemption Price.


 


Immediately upon a determination by a Gaming
Authority that a Holder or beneficial owner of Securities (or an Affiliate
thereof) will not be licensed, qualified or found suitable or is denied a
license, qualification or finding of suitability, the Holder or beneficial
owner will, to the extent required by applicable Gaming Laws, have no further
rights with respect to the Securities to:


 


(1)           exercise, directly or indirectly,
through any person, any right conferred by the Securities; or


 


(2)           receive any interest or any other
distribution or payment with respect to the Securities, except the redemption
price.


 


The Issuer will notify the Trustee in writing
of any such redemption as soon as practicable. 
The Holder or beneficial owner (or an Affiliate thereof) applying for a
license, 


 


B-7

















 


qualification or a finding of suitability must pay all costs of the
licensure or investigation for such qualification or finding of suitability.


 


As used in the preceding
paragraph the following terms have the following meanings:


 


“Disqualified Holder” means any
Holder or beneficial owner of the Securities (i) who is requested or
required pursuant to any Gaming Law to appear before, or submit to the
jurisdiction of, or provide information to, any Gaming Authority and either
refuses to do so or otherwise fails to comply with such request or requirement
within a reasonable period of time or (ii) who is determined or shall have
been determined by any Gaming Authority not to be suitable or qualified with
respect to holding the Securities.


 


“Gaming Authority” means any
government, court, or federal, state, local, international or foreign governmental,
administrative or regulatory or licensing body, agency, authority or official,
which regulates or has authority over, including to issue or grant a license,
contract, franchise or regulatory approval with respect to, any form of gaming
activities (or proposed gaming activities) and related activities conducted by
the Issuer or any of its Affiliates, including, without limitation, lottery,
pari-mutuel wagering, sports wagering and video gaming activities.


 


“Gaming Law” means any federal,
state, local, international or foreign law, statute, order, ordinance or
interpretation pursuant to which any Gaming Authority possesses or asserts
regulatory or licensing authority over gaming and related activities.


 


9.     Notice of Redemption


 


Notice of redemption will be sent, by first
class mail, postage prepaid, at least 30 days but not more than 60 days before
the Redemption Date to each Holder of Securities to be redeemed at such Holder’s
registered address. Securities in denominations larger than $2,000 may be redeemed
in part.


 


Except as set forth in the
Indenture, if monies for the redemption of the Securities called for redemption
shall have been deposited with the Paying Agent for redemption on such
Redemption Date, then, unless the Issuer defaults in the payment of such
Redemption Price plus accrued and unpaid interest, if any, the Securities
called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Securities will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any, to the Redemption Date.


 


10.   Offers to Purchase


 


Sections 4.15 and 4.16 of the
Indenture provide that upon the occurrence of a Change of Control (as defined
in the Indenture) and after certain Asset Sales (as defined in the Indenture),
and subject to further limitations contained therein, the Issuer will make an
offer to purchase certain amounts of the Securities in accordance with the
procedures set forth in the Indenture.


 


B-8

















 


11.   Denominations;
Transfer; Exchange


 


The Securities are in
registered form, without coupons, in denominations of $2,000 and greater
integral multiples of $1,000. A Holder shall register the transfer of or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities or portions
thereof (i) during a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of Securities and ending at the
close of business on the day of such mailing and (ii) selected for
redemption, except the unredeemed portion of any Security being redeemed in
part.


 


12.   Persons Deemed Owners


 


The registered Holder of this
Security shall be treated as the owner of it for all purposes.


 


13.   Unclaimed Funds


 


If funds for the payment of
principal or interest remain unclaimed for one year, the Trustee and the Paying
Agent will repay the funds to the Issuer at its request. After that, all
liability of the Trustee and such Paying Agent with respect to such funds shall
cease.


 


14.   Legal Defeasance and Covenant Defeasance


 


The Issuer may be discharged from its
Obligations under the Indenture and the Securities except for certain
provisions thereof, and may be discharged from its Obligations to comply with
certain covenants contained in the Indenture and the Securities, in each case
upon satisfaction of certain conditions specified in the Indenture.


 


15.   Amendment; Supplement;
Waiver


 


Subject to certain exceptions,
the Indenture and the Securities may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities then outstanding, and any existing Default or Event of
Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture and the Securities to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Securities in addition to or in place of certificated Securities or comply with
any requirements of the Commission in connection with the qualification of the
Indenture under the TIA, or make any other change that does not adversely
affect the rights of any Holder in any material respect.


 


B-9

















 


16.   Restrictive
Covenants


 


The Indenture contains certain
covenants that, among other things, limit the ability of the Company and its
Restricted Subsidiaries to incur additional Indebtedness, create certain liens,
pay dividends or make certain other restricted payments, consummate certain
asset sales, enter into certain transactions with affiliates and merge or
consolidate with any other person or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of the assets of the Issuer or
the Company. The limitations are subject to a number of important qualifications
and exceptions. The Issuer must annually report to the Trustee on compliance
with such covenants.


 


17.   Subordination


 


The Indebtedness evidenced by
the Securities is, to the extent and in the manner provided in the Indenture,
subordinated in right of payment to the prior payment in full in cash of all
Senior Debt, and this Security is issued subject to such provisions. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee, on
behalf of such Holder, to take such action as may be necessary or appropriate
to effectuate the subordination as provided in the Indenture and (c) appoints
the Trustee attorney-in-fact of such Holder for such purpose.


 


18.   Defaults and Remedies


 


If an Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of Securities then outstanding may declare the principal of
and accrued interest on all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of
Default if it determines that withholding notice is in their interest.


 


19.   Trustee Dealings with
Issuer


 


The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Issuer, the Company, the
Subsidiaries of the Company or their respective Affiliates as if it were not
the Trustee.


 


20.   No Recourse Against
Others


 


No stockholder, director,
officer, employee or incorporator, as such, of the Issuer shall have any
liability for any obligation of the Issuer under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such Obligations
or their creation. Each Holder of a Security by accepting a Security waives and
releases all such 


 


B-10

















 


liability. The
waiver and release are part of the consideration for the issuance of the Securities.


 


21.   Authentication


 


This Security shall not be
valid until the Trustee or authenticating agent signs the certificate of
authentication on this Security by its manual signature.


 


22.   Guarantees


 


The payment by the Issuer of
the principal of and interest on the Securities is fully and unconditionally
guaranteed on a joint and several senior subordinated basis by each of the
Guarantors to the extent set forth in the Indenture.


 


23.   Abbreviations


 


Customary abbreviations may be
used in the name of a Holder of a Security or an assignee, such as: TEN COM (=
tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


24.   CUSIP Numbers


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Issuer has caused a CUSIP number to be printed on the Securities as a
convenience to the Holders. No representation is made as to the accuracy of
such numbers as printed on the Securities and reliance may be placed only on
the other identification numbers printed hereon.


 


25.   Holders’ Compliance with Registration
Rights Agreement


 


Each Holder of a Security, by
acceptance hereof, acknowledges and agrees to the provisions of the
Registration Rights Agreement, including the obligations of the Holders with
respect to a registration and the indemnification of the Issuer to the extent
provided therein.


 


The Issuer will furnish to any
Holder of a Security upon written request and without charge a copy of the
Indenture and the Registration Rights Agreement. Requests may be made to:
Scientific Games International, Inc., c/o Scientific Games Corporation,
750 Lexington Avenue, 25th Floor, New York, New York 10022, Attn: Chief
Financial Officer.


 


26.   Governing Law


 


This Security and the Indenture
shall be governed by and construed in accordance with the laws of the State of
New York, but without giving effect to applicable principles of conflicts of
laws to the extent that the application of the law of another jurisdiction
would be required thereby. Each of the parties hereto agrees to submit to the 


 


B-11

















 


jurisdiction
of the courts of the State of New York in any action or proceeding arising out
of or relating to this Security.


 


B-12
















 


ASSIGNMENT
FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	
   

  	
   

  	
   

  
	
   

  	
  (Print or type assignee’s name, address and zip code)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Insert assignee’s soc. sec. or tax I.D. No.)

  	
   

  



 


and irrevocably appoint                           agent
to transfer this Security on the books of the Issuer.  The agent may substitute another to act for
him.


 


	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  
	
   

  
						



 


Sign exactly as your name appears on the other side of this Security.


 


In connection with any transfer of any of the Securities evidenced by
this certificate, the undersigned confirms that such Securities are being
transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	
  1.

  	
   

  	
  o

  	
  to the Issuer; or

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   ̈

  	
  pursuant to an effective registration
  statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   ̈

  	
  inside the United States to a “qualified
  institutional buyer” (as defined in Rule 144A under the Securities Act
  of 1933) that purchases for its own account or for the account of a qualified
  institutional buyer to whom notice is given that such transfer is being made
  in reliance on Rule 144A, in each case pursuant to and in compliance
  with Rule 144A under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   ̈

  	
  outside the United States in an offshore
  transaction within the meaning of Regulation S under the Securities Act in
  compliance with Rule 904 under the Securities Act of 1933; or

  



 


B-13

















 


	
  5.

  	
   

  	
   ̈

  	
  pursuant to the exemption from registration
  provided by Rule 144 under the Securities Act of 1933.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unless one of the boxes is checked, the Trustee will refuse to
  register any of the Securities evidenced by this certificate in the name of
  any person other than the registered holder thereof; provided, however,
  that if box (4) or (5) is checked, the Trustee shall be entitled to
  require, prior to registering any such transfer of the Securities, such legal
  opinions, certifications and other information as the Issuer has reasonably
  requested to confirm that such transfer is being made pursuant to an
  exemption from, or in a transaction not subject to, the registration
  requirements of the Securities Act of 1933.

  



 


 


	
   

  	
   

  
	
   

  	
  Your Signature

  



 


Signature Guarantee:


 


 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature of Signature Guarantee

  	
   

  



 


Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


B-14

















 


TO BE
COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The undersigned represents and
warrants that it is purchasing this Security for its own account or an account
with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuer and the Guarantors as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Notice:

  	
  To be executed by

  an executive officer

  
					



 


B-15

















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Security purchased by the Issuer pursuant to Section 4.15 (Change of
Control) or 4.16 (Asset Sales) of
the Indenture, check the box:


 


o  Change
of Control


o  Asset
Sales


 


If you want to elect to have
only part of this Security purchased by the Issuer pursuant to Section 4.15
or 4.16 of the Indenture, state the amount in principal amount:  $


 


	
  Dated:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears

  on the other side of this Security.)

  



 


	
  Signature Guarantee:

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  



 


Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.


 


B-16

















 


EXHIBIT 2


To


APPENDIX A


 


[FORM OF FACE OF EXCHANGE SECURITY]


 






*/ [If the Security is to be issued
in global form add the Global Securities Legend from Exhibit 1 to Appendix
A.]


 


**/[If the Security is an Exchange
Security issued in a Registered Exchange Offer to an Initial Purchaser holding
an unsold portion of its initial allotment, add the Restricted Securities
Legend from Exhibit 1 to Appendix A and replace the Assignment Form included
in this Exhibit A with the Assignment Form included in such Exhibit 1.]


 


C-1

















 


	
  No.

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CUSIP No.

  	
   

  
					



 


7.875%
Senior Subordinated Notes due
2016


 


Scientific Games International, Inc.,
a Delaware corporation, promises to pay to
[               ] or registered assigns, the principal
sum of [           ]
Dollars [as such sum may be increased or reduced as reflected on the records of
the Trustee in accordance with the Indenture](2) on June 15, 2016.


 


Interest Payment Dates:  June 15 and December 15


 


Record Dates:  June 1 and December 1


 


Additional provisions of this
Security are set forth on the other side of this Security.


 


 


	
  SCIENTIFIC GAMES INTERNATIONAL, INC.

  
	
   

  
	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   Title:

  
				



 


 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


Dated:


 


	
  THE BANK OF NOVA SCOTIA TRUST

  COMPANY OF NEW YORK

  	
   

  
	
   

  	
   

  
	
  as Trustee, certifies

  that this is one of

  the Securities referred

  to in the Indenture.

  	
   

  



 


	
  By

  	
   

  	
   

  
	
   

  	
   Authorized Signatory

  	
   

  



 


	
   

  	
   

  
	
   

  	
   (2)  Insert if a global
  security

  	
   

  
			



 


C-2
















 


[FORM OF REVERSE SIDE OF EXCHANGE
SECURITY]


 


7.875% Senior Subordinated Note due 2016


 


1.             Interest


 


SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation (the “Issuer”),
promises to pay interest on the principal amount of this Security at the rate per
annum shown above [;provided, however,
that if (i) either the Exchange Offer (as defined in the Registration
Rights Agreement) is not completed or the Shelf Registration Statement, if
required pursuant to Section 2(b) of the Registration Rights Agreement,
does not become effective on or prior to March 11, 2009  (the “Target Registration Date”) or (ii) the
Shelf Registration Statement, if required by the Registration Rights Agreement,
has become effective and thereafter either ceases to be effective or the
Prospectus (as defined in the Registration Rights Agreement)contained therein
ceases to be usable, in each case whether or not permitted by the Registration
Rights Agreement, at any time during the Shelf Effectiveness Period (as defined
in the Registration Rights Agreement), and such failure to remain effective or
usable exists for more than 30 days (whether or not consecutive) in any
12-month period (each such event referred to in clauses (i) and (ii), a “Registration
Default”), additional interest will accrue on this Security at a rate of 0.25%
per annum (increasing by an additional 0.25% per annum after each consecutive
90-day period that occurs after the date on which such Registration Default
occurs up to a maximum additional interest rate of 1.00%) from and including
the date on which any such Registration Default shall occur to but excluding
the date on which all Registration Defaults have been cured. All references in
this Security and in the Indenture to interest payable on any Security shall include
any such additional interest.](3).  The Issuer will pay interest semi-annually on
June 15 and December 15 of each year (each an “Interest Payment Date”),
commencing December 15, 2008. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from June 11, 2008. Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


The Issuer shall pay interest
at the rate of interest then borne by the Securities on overdue installments of
principal and on overdue installments of interest to the extent lawful as
provided in the Indenture.


 


2.     Method of Payment


 


The Issuer shall pay interest
on the Securities (except defaulted interest) to the Persons who are the
registered Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date even if the Securities are cancelled after
such Record Date and before the corresponding Interest Payment Date. Holders
must surrender Securities to a Paying Agent to collect principal payments. The
Issuer shall pay principal and interest in money of the United States that at
the time of payment is legal tender 


 






(3) Insert
if at the date of issuance of the Exchange Security any Registration Default
has occurred with respect to the related Initial Securities during the interest
period in which such date of issuance occurs.


 


C-3

















 


for payment of
public and private debts (“U.S. Legal Tender”). However, the Issuer may pay
principal and interest by wire transfer of federal funds, or interest by check
payable in such U.S. Legal Tender. The Issuer may deliver any such interest
payment to the Paying Agent or to a Holder at the Holder’s registered address.


 


3.     Paying Agent and
Registrar


 


Initially, The Bank of Nova
Scotia Trust Company of New York (the “Trustee”) will act as Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without notice
to the Holders. The Issuer, the Company or any of the Company’s Subsidiaries
may act as Registrar or Paying Agent.


 


4.     Indenture


 


The Issuer issued the
Securities under an Indenture, dated as of June 11, 2008 (the “Indenture”),
by and among the Issuer, the Guarantors named therein and the Trustee. Capitalized
terms herein are used as defined in the Indenture unless otherwise defined
herein. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in effect on the
date of the Indenture until such time as the Indenture is qualified under the
TIA, and thereafter as in effect on the date on which the Indenture is
qualified under the TIA and as it may be amended from time to time.
Notwithstanding anything to the contrary herein, the Securities are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of them. The Securities are senior subordinated obligations of the
Issuer initially limited in aggregate principal amount to $200,000,000 on the
Issue Date, and, subject to compliance with Section 4.04 of the Indenture,
unlimited in aggregate principal amount thereafter.


 


5.     Optional Redemption


 


On and after June 15,
2012, the Issuer will be entitled, at its option on one or more occasions, to
redeem all or any portion of the Securities upon not less than 30 nor more than
60 days’ notice, at the following redemption prices (expressed as percentages
of the principal amount thereof) if redeemed during the twelve-month period
commencing on June 15 of the years set forth below, plus, in each case,
accrued and unpaid interest to the Redemption Date:


 




	
  Period

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  103.938

  	
  %

  
	
  2013

  	
   

  	
  101.969

  	
  %

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


C-4

















 


6.     Optional Redemption upon Equity Offering


 


On or prior to June 15, 2011, the Issuer
may, at its option on one or more occasions, redeem up to 35% of the initially
outstanding aggregate principal amount of the Securities (which includes
Additional Securities, if any) with the net cash proceeds contributed to the
capital of the Issuer from one or more Equity Offerings, at a redemption price
equal to 107.875% of the principal amount thereof, plus accrued and unpaid
interest to the date of redemption; provided, however, that:


 


(1)           at least 65% of the initially
outstanding aggregate principal amount of the Securities (which includes
Additional Securities, if any) remains outstanding immediately after any such
redemption; and


 


(2)           each such redemption occurs within
120 days after the date of the related Equity Offering.


 


As used in the preceding paragraph, “Equity
Offering” means any private or public offering of Qualified Capital Stock of
the Company.


 


7.     Redemption at Make-Whole Premium


 


At any time prior to June 15, 2012, the Issuer may redeem all or
any portion of the Securities on one or more occasions upon not less than 30
nor more than 60 days’ notice at a redemption price equal to 100% of the
principal amount of the Securities redeemed plus the Applicable Premium as of,
and accrued and unpaid interest, if any, to, the date of redemption subject to
the rights of Holders of Securities on the relevant Record Dates occurring
prior to the Redemption Date to receive interest due on the relevant Interest
Payment Date.


 


As used in the preceding
paragraph the following terms have the following meanings:


 


“Applicable Premium” means,
with respect to any Security on any Redemption Date, the greater of:


 


(a) 1.0% of the principal
amount of such Security; and


 


(b) the excess, if any,
of:


 


(1) the present value at such Redemption
Date of (i) the Redemption Price of the Security at June 15, 2012
(such Redemption Price being set forth in the table appearing under Paragraph 5
of the Securities) plus (ii) all required interest payments due on the
Security through June 15, 2012 (excluding accrued but unpaid interest to
the Redemption Date), computed using a discount rate equal to the Treasury Rate
as of such Redemption Date plus 50 basis points; over


 


(2) the principal amount of the
Security.


 


C-5

















 


“Treasury Rate” means, as of
any Redemption Date, the yield to maturity as of such Redemption Date of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the Redemption
Date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the Redemption Date to June 15, 2012; provided that, if the period
from the Redemption Date to such date is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used. 
The United States Treasury security used to calculate the Treasury Rate
shall be selected by the Quotation Agent.


 


“Quotation Agent” means a
nationally recognized investment banking firm selected by the Company that is a
primary U.S. Government securities dealer.


 


8.     Disposition or
Redemption Pursuant to Gaming Laws


 


At any time any Holder or beneficial owner of
Securities is determined to be a Disqualified Holder, then the Issuer will have
the right, at its option:


 


(1)           to require such Holder or beneficial
owner to dispose of all or a portion of its Securities within 60 days (or such
earlier date as may be required by the applicable Gaming Authority) of receipt
of the relevant notice of finding by the applicable Gaming Authority; or


 


(2)           to redeem all or a portion of the
Securities of such Holder or beneficial owner upon not less than 30 nor more
than 60 days’ notice at a Redemption Price equal to the lesser of:


 


(a)           the principal amount thereof, and


 


(b)           the price at which such Holder or
beneficial owner acquired the Securities,


 


together with,
in the case of either clause (a) or (b), accrued and unpaid interest to
the earlier of the date of redemption or the date of the denial of license or
qualification or of the finding of unsuitability by such Gaming Authority
(subject to the rights of Holders of Securities on the relevant Record Dates
occurring prior to such Redemption Date to receive interest due on the relevant
Interest Payment Date); provided, however, that if such Gaming Authority
restricts the Redemption Price to a lesser amount then such lesser amount will
be the Redemption Price.


 


Immediately upon a determination by a Gaming
Authority that a Holder or beneficial owner of Securities (or an Affiliate
thereof) will not be licensed, qualified or found suitable or is denied a
license, qualification or finding of suitability, the Holder or beneficial
owner will, to the extent required by applicable Gaming Laws, have no further
rights with respect to the Securities to:


 


C-6

















 


(1)           exercise, directly or indirectly,
through any person, any right conferred by the Securities; or


 


(2)           receive any interest or any other
distribution or payment with respect to the Securities, except the redemption
price.


 


The Issuer will notify the Trustee in writing of any such redemption as
soon as practicable.  The Holder or
beneficial owner (or an Affiliate thereof) applying for a license,
qualification or a finding of suitability must pay all costs of the licensure
or investigation for such qualification or finding of suitability.


 


As used in the preceding
paragraph the following terms have the following meanings:


 


“Disqualified Holder” means any
Holder or beneficial owner of the Securities (i) who is requested or
required pursuant to any Gaming Law to appear before, or submit to the
jurisdiction of, or provide information to, any Gaming Authority and either
refuses to do so or otherwise fails to comply with such request or requirement
within a reasonable period of time or (ii) who is determined or shall have
been determined by any Gaming Authority not to be suitable or qualified with
respect to holding the Securities.


 


“Gaming Authority” means any
government, court, or federal, state, local, international or foreign
governmental, administrative or regulatory or licensing body, agency, authority
or official, which regulates or has authority over, including to issue or grant
a license, contract, franchise or regulatory approval with respect to, any form
of gaming activities (or proposed gaming activities) and related activities
conducted by the Issuer or any of its Affiliates, including, without
limitation, lottery, pari-mutuel wagering, sports wagering and video gaming
activities.


 


“Gaming Law” means any federal,
state, local, international or foreign law, statute, order, ordinance or
interpretation pursuant to which any Gaming Authority possesses or asserts
regulatory or licensing authority over gaming and related activities.


 


9.     Notice of Redemption


 


Notice of redemption will be sent, by first
class mail, postage prepaid, at least 30 days but not more than 60 days before
the Redemption Date to each Holder of Securities to be redeemed at such Holder’s
registered address. Securities in denominations larger than $2,000 may be
redeemed in part.


 


Except as set forth in the
Indenture, if monies for the redemption of the Securities called for redemption
shall have been deposited with the Paying Agent for redemption on such
Redemption Date, then, unless the Issuer defaults in the payment of such
Redemption Price plus accrued and unpaid interest, if any, the Securities
called for redemption will cease to bear interest from and after such Redemption
Date and the only right of the Holders of such Securities will be to receive
payment of the Redemption Price plus accrued and unpaid interest, if any, to
the Redemption Date.


 


C-7

















 


10.   Offers
to Purchase


 


Sections 4.15 and 4.16 of the
Indenture provide that upon the occurrence of a Change of Control (as defined
in the Indenture) and after certain Asset Sales (as defined in the Indenture),
and subject to further limitations contained therein, the Issuer will make an
offer to purchase certain amounts of the Securities in accordance with the
procedures set forth in the Indenture.


 


11.   Denominations; Transfer;
Exchange


 


The Securities are in
registered form, without coupons, in denominations of $2,000 and greater
integral multiples of $1,000. A Holder shall register the transfer of or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Registrar
need not register the transfer of or exchange any Securities or portions
thereof (i) during a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of Securities and ending at the
close of business on the day of such mailing and (ii) selected for
redemption, except the unredeemed portion of any Security being redeemed in
part.


 


12.   Persons Deemed Owners


 


The registered Holder of this
Security shall be treated as the owner of it for all purposes.


 


13.   Unclaimed Funds


 


If funds for the payment of
principal or interest remain unclaimed for one year, the Trustee and the Paying
Agent will repay the funds to the Issuer at its request. After that, all
liability of the Trustee and such Paying Agent with respect to such funds shall
cease.


 


14.   Legal Defeasance and Covenant Defeasance


 


The Issuer may be discharged from its
Obligations under the Indenture and the Securities except for certain
provisions thereof, and may be discharged from its Obligations to comply with
certain covenants contained in the Indenture and the Securities, in each case
upon satisfaction of certain conditions specified in the Indenture.


 


15.   Amendment; Supplement;
Waiver


 


Subject to certain exceptions,
the Indenture and the Securities may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities then outstanding, and any existing Default or Event of
Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture and the Securities to, among other
things, cure any ambiguity, defect or 


 


C-8

















 


inconsistency,
provide for uncertificated Securities in addition to or in place of
certificated Securities or comply with any requirements of the Commission in
connection with the qualification of the Indenture under the TIA, or make any
other change that does not adversely affect the rights of any Holder in any
material respect.


 


16.   Restrictive
Covenants


 


The Indenture
contains certain covenants that, among other things, limit the ability of the
Company and its Restricted Subsidiaries to incur additional Indebtedness,
create certain liens, pay dividends or make certain other restricted payments,
consummate certain asset sales, enter into certain transactions with affiliates
and merge or consolidate with any other person or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the assets of
the Issuer or the Company. The limitations are subject to a number of important
qualifications and exceptions. The Issuer must annually report to the Trustee
on compliance with such covenants.


 


17.   Subordination


 


The Indebtedness evidenced by
the Securities is, to the extent and in the manner provided in the Indenture,
subordinated in right of payment to the prior payment in full in cash of all
Senior Debt, and this Security is issued subject to such provisions. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee, on
behalf of such Holder, to take such action as may be necessary or appropriate
to effectuate the subordination as provided in the Indenture and (c) appoints
the Trustee attorney-in-fact of such Holder for such purpose.


 


18.   Defaults and Remedies


 


If an Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of Securities then outstanding may declare the principal of
and accrued interest on all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of
Default if it determines that withholding notice is in their interest.


 


19.   Trustee Dealings with
Issuer


 


The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with the Issuer, the Company, the
Subsidiaries of the Company or their respective Affiliates as if it were not
the Trustee.


 


C-9

















 


20.   No
Recourse Against Others


 


No stockholder, director,
officer, employee or incorporator, as such, of the Issuer shall have any
liability for any obligation of the Issuer under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such
Obligations or their creation. Each Holder of a Security by accepting a
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Securities.


 


21.   Authentication


 


This Security shall not be
valid until the Trustee or authenticating agent signs the certificate of
authentication on this Security by its manual signature.


 


22.   Guarantees


 


The payment by the Issuer of
the principal of and interest on the Securities is fully and unconditionally
guaranteed on a joint and several senior subordinated basis by each of the
Guarantors to the extent set forth in the Indenture.


 


23.   Abbreviations


 


Customary abbreviations may be
used in the name of a Holder of a Security or an assignee, such as: TEN COM 

(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


24.   CUSIP Numbers


 


Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Issuer has caused a CUSIP number to be printed on the Securities as a
convenience to the Holders. No representation is made as to the accuracy of
such numbers as printed on the Securities and reliance may be placed only on
the other identification numbers printed hereon.


 


The Issuer will furnish to any Holder of a
Security upon written request and without charge a copy of the Indenture.


 


[25.  Holders’ Compliance with Registration
Rights Agreement


 


Each Holder of a Security, by acceptance
hereof, acknowledges and agrees to the provisions of the Registration Rights
Agreement, including the obligations of the Holders with respect to a
registration and the indemnification of the Issuer to the extent provided
therein.


 


The Issuer will furnish to any
Holder of a Security upon written request and without charge a copy of the
Indenture and the Registration Rights Agreement. Requests may 


 


C-10

















 


be made to:
Scientific Games International, Inc., c/o Scientific Games Corporation,
750 Lexington Avenue, 25th Floor, New York, New York 10022, Attn: Chief
Financial Officer.](4)


 


26.   Governing
Law


 


This Security
and the Indenture shall be governed by and construed in accordance with the
laws of the State of New York, but without giving effect to applicable
principles of conflicts of laws to the extent that the application of the law
of another jurisdiction would be required thereby. Each of the parties hereto
agrees to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Security.


 






(4) Delete
if this Security is not being issued in exchange for an Initial Security.


 


C-11

















 


ASSIGNMENT
FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security to


 


	
   

  	
   

  	
   

  
	
   

  	
  (Print or type assignee’s name, address and zip code)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Insert assignee’s soc. sec. or tax I.D. No.)

  	
   

  



 


and irrevocably
appoint                           agent
to transfer this Security on the books of the Issuer.  The agent may substitute another to act for
him.


 


	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  
	
   

  
						



 


Sign exactly as your name
appears on the other side of this Security.


 


C-12

















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Security purchased by the Issuer pursuant to Section 4.15 (Change of
Control) or 4.16 (Asset Sales) of
the Indenture, check the box:


 


o  Change
of Control


o  Asset
Sales


 


If you want to elect to have
only part of this Security purchased by the Issuer pursuant to Section 4.15
or 4.16 of the Indenture, state the amount in principal amount:  $


 


	
   

  	
  Dated:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears

  on the other side of this Security.)

  



 


	
   

  	
  Signature Guarantee:

  	
   

  
	
   

  	
  (Signature must be guaranteed)

  



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


C-13