EXHIBIT 4.1


 


EXECUTION COPY


 


International Game Technology


 


Zero-Coupon Convertible Debentures due 2033


 






 


INDENTURE


 


Dated as of April 4, 2006


 






 


The Bank of New York Trust Company, N.A.


 


TRUSTEE


 

















 


TIA
CROSS-REFERENCE TABLE


 


	
  TIA SECTIONS

  	
   

  	
  INDENTURE SECTIONS

  
	
   

  	
   

  	
   

  
	
  Section 310

  	
  (a)

  	
   

  	
  7.10

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.10

  	
   

  
	
  Section 311

  	
  (a)

  	
   

  	
  7.11

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.11

  	
   

  
	
  Section 312

  	
  (b)

  	
   

  	
  2.06

  	
   

  
	
   

  	
  (c)

  	
   

  	
  11.03

  	
   

  
	
  Section 313

  	
  (a)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (b)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.06

  	
   

  
	
   

  	
  (d)

  	
   

  	
  7.06

  	
   

  
	
  Section 314

  	
  (a)

  	
   

  	
  4.02; 

  	
  4.03

  
	
  Section 315

  	
  (a)

  	
   

  	
  7.01

  	
  (b)

  
	
   

  	
  (b)

  	
   

  	
  7.05

  	
   

  
	
   

  	
  (c)

  	
   

  	
  7.01

  	
  (a)

  
	
   

  	
  (d)

  	
   

  	
  7.01

  	
  (c)

  
	
   

  	
  (e)

  	
   

  	
  6.11

  	
   

  
	
  Section 316

  	
  (a)(1)(A)

  	
   

  	
  6.05

  	
   

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  	
   

  
	
   

  	
  (b)

  	
   

  	
  6.07

  	
   

  
	
   

  	
  (c)

  	
   

  	
  9.04

  	
   

  
	
  Section 317

  	
  (a)(1)

  	
   

  	
  6.08

  	
   

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  	
   

  
	
   

  	
  (b)

  	
   

  	
  2.05

  	
   

  



 


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


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
  ARTICLE 1

  	
   

  	
   

  
	
  DEFINITIONS
  AND INCORPORATION BY REFERENCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01.
  Definitions.

  	
   

  	
  1

  
	
  Section 1.02. Other
  Definitions.

  	
   

  	
  6

  
	
  Section 1.03.
  Incorporation by Reference of Trust Indenture Act.

  	
   

  	
  7

  
	
  Section 1.04. Rules of
  Construction.

  	
   

  	
  8

  
	
  Section 1.05. Acts of
  Holders

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
   

  
	
  THE
  SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01. Form and
  Dating

  	
   

  	
  10

  
	
  Section 2.02.
  Execution and Authentication

  	
   

  	
  10

  
	
  Section 2.03.
  Registrar, Paying Agent and Conversion Agent

  	
   

  	
  11

  
	
  Section 2.04. Reset
  Rate Agent

  	
   

  	
  12

  
	
  Section 2.05. Paying
  Agent to Hold Money and Securities in Trust

  	
   

  	
  12

  
	
  Section 2.06.
  Securityholder Lists

  	
   

  	
  13

  
	
  Section 2.07. Transfer
  and Exchange

  	
   

  	
  13

  
	
  Section 2.08.
  Replacement Securities

  	
   

  	
  14

  
	
  Section 2.09.
  Outstanding Securities

  	
   

  	
  14

  
	
  Section 2.10.
  Temporary Securities

  	
   

  	
  15

  
	
  Section 2.11.
  Cancellation

  	
   

  	
  15

  
	
  Section 2.12. Persons
  Deemed Owners

  	
   

  	
  16

  
	
  Section 2.13. Global
  Securities

  	
   

  	
  16

  
	
  Section 2.14. CUSIP
  Numbers

  	
   

  	
  19

  
	
  Section 2.15. Certain
  Tax Matters.

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
   

  
	
  REDEMPTION
  AND PURCHASES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01.
  Company’s Right to Redeem; Notices to Trustee

  	
   

  	
  20

  
	
  Section 3.02.
  Selection of Securities To Be Redeemed

  	
   

  	
  20

  
	
  Section 3.03. Notice
  of Redemption

  	
   

  	
  21

  
	
  Section 3.04. Effect
  of Notice of Redemption

  	
   

  	
  22

  
	
  Section 3.05. Deposit
  of Redemption Price

  	
   

  	
  22

  
	
  Section 3.06.
  Securities Redeemed in Part

  	
   

  	
  22

  
	
  Section 3.07. Purchase
  of Securities by the Company at Option of the Holder

  	
   

  	
  22

  
	
  Section 3.08. Purchase
  of Securities at Option of the Holder Upon a Change in Control

  	
   

  	
  25

  



 


i

















 


	
  Section 3.09. Effect
  of Purchase Notice or Change in Control Purchase Notice

  	
   

  	
  28

  
	
  Section 3.10. Deposit
  of Purchase Price or Change in Control Purchase Price

  	
   

  	
  29

  
	
  Section 3.11.
  Securities Purchased in Part

  	
   

  	
  29

  
	
  Section 3.12. Covenant
  to Comply with Securities Laws Upon Purchase of Securities

  	
   

  	
  30

  
	
  Section 3.13.
  Repayment to the Company

  	
   

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
   

  
	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01. Payment
  of Securities

  	
   

  	
  30

  
	
  Section 4.02. SEC and
  Other Reports

  	
   

  	
  31

  
	
  Section 4.03.
  Compliance Certificate

  	
   

  	
  31

  
	
  Section 4.04. Further
  Instruments and Acts

  	
   

  	
  31

  
	
  Section 4.05.
  Maintenance of Office or Agency

  	
   

  	
  31

  
	
  Section 4.06.
  Notification of Upward Interest Adjustment

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
   

  
	
  SUCCESSOR
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01. When
  Company May Merge or Transfer Assets

  	
   

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
   

  
	
  DEFAULTS
  AND REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01. Events
  of Default

  	
   

  	
  33

  
	
  Section 6.02.
  Acceleration

  	
   

  	
  35

  
	
  Section 6.03. Other
  Remedies

  	
   

  	
  35

  
	
  Section 6.04. Waiver
  of Past Defaults

  	
   

  	
  36

  
	
  Section 6.05. Control
  by Majority

  	
   

  	
  36

  
	
  Section 6.06.
  Limitation on Suits

  	
   

  	
  36

  
	
  Section 6.07. Rights
  of Holders to Receive Payment

  	
   

  	
  37

  
	
  Section 6.08.
  Collection Suit by Trustee

  	
   

  	
  37

  
	
  Section 6.09. Trustee
  May File Proofs of Claim

  	
   

  	
  37

  
	
  Section 6.10. Priorities

  	
   

  	
  37

  
	
  Section 6.11.
  Undertaking for Costs

  	
   

  	
  38

  
	
  Section 6.12. Waiver
  of Stay, Extension or Usury Laws

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
   

  
	
  TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01. Duties
  of Trustee

  	
   

  	
  38

  
	
  Section 7.02. Rights
  of Trustee

  	
   

  	
  39

  
	
  Section 7.03.
  Individual Rights of Trustee

  	
   

  	
  41

  
	
  Section 7.04.
  Trustee’s Disclaimer

  	
   

  	
  41

  



 


ii

















 


	
  Section 7.05. Notice
  of Defaults

  	
   

  	
  41

  
	
  Section 7.06. Reports
  by Trustee to Holders

  	
   

  	
  41

  
	
  Section 7.07.
  Compensation and Indemnity

  	
   

  	
  41

  
	
  Section 7.08.
  Replacement of Trustee

  	
   

  	
  42

  
	
  Section 7.09.
  Successor Trustee by Merger

  	
   

  	
  43

  
	
  Section 7.10.
  Eligibility; Disqualification

  	
   

  	
  44

  
	
  Section 7.11.
  Preferential Collection of Claims Against Company

  	
   

  	
  44

  
	
  Section 7.12.
  Trustee’s Application for Instructions from the Company

  	
   

  	
  44

  
	
  Section 7.13. Reports
  by Trustee to Gaming Authorities

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
   

  
	
  DISCHARGE
  OF INDENTURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01.
  Discharge of Liability on Securities

  	
   

  	
  45

  
	
  Section 8.02.
  Repayment to the Company

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
   

  	
   

  
	
  AMENDMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01. Without
  Consent of Holders

  	
   

  	
  46

  
	
  Section 9.02. With
  Consent of Holders

  	
   

  	
  46

  
	
  Section 9.03.
  Compliance with Trust Indenture Act

  	
   

  	
  47

  
	
  Section 9.04.
  Revocation and Effect of Consents, Waivers and Actions

  	
   

  	
  48

  
	
  Section 9.05. Notation
  on or Exchange of Securities

  	
   

  	
  48

  
	
  Section 9.06. Trustee
  to Sign Supplemental Indentures

  	
   

  	
  48

  
	
  Section 9.07. Effect
  of Supplemental Indentures

  	
   

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
   

  
	
  CONVERSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01.
  Conversion Privilege and Consideration

  	
   

  	
  49

  
	
  Section 10.02.
  Conversion Procedure

  	
   

  	
  51

  
	
  Section 10.03. Fractional
  Shares

  	
   

  	
  52

  
	
  Section 10.04. Taxes on
  Conversion

  	
   

  	
  52

  
	
  Section 10.05. Company
  to Provide Stock

  	
   

  	
  52

  
	
  Section 10.06.
  Adjustment for Change in Capital Stock

  	
   

  	
  53

  
	
  Section 10.07.
  Adjustment for Rights Issue

  	
   

  	
  53

  
	
  Section 10.08.
  Adjustment for Other Distributions

  	
   

  	
  55

  
	
  Section 10.09.
  Adjustment for Company Tender Offer.

  	
   

  	
  57

  
	
  Section 10.10. When
  Adjustment May be Deferred

  	
   

  	
  57

  
	
  Section 10.11. When No
  Adjustment Required

  	
   

  	
  58

  
	
  Section 10.12. Notice
  of Adjustment

  	
   

  	
  58

  
	
  Section 10.13.
  Voluntary Increase

  	
   

  	
  59

  
	
  Section 10.14. Notice
  of Certain Transactions

  	
   

  	
  59

  
	
  Section 10.15.
  Reorganization of Company; Special Distributions

  	
   

  	
  59

  
	
  Section 10.16. Company
  Determination Final

  	
   

  	
  60

  
	
  Section 10.17.
  Trustee’s Adjustment Disclaimer

  	
   

  	
  60

  



 


iii

















 


	
  Section 10.18.
  Simultaneous Adjustments

  	
   

  	
  61

  
	
  Section 10.19.
  Successive Adjustments

  	
   

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01. Trust
  Indenture Act Controls

  	
   

  	
  61

  
	
  Section 11.02. Notices

  	
   

  	
  61

  
	
  Section 11.03.
  Communication by Holders with Other Holders

  	
   

  	
  62

  
	
  Section 11.04.
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  62

  
	
  Section 11.05.
  Statements Required in Certificate or Opinion

  	
   

  	
  62

  
	
  Section 11.06.
  Separability Clause

  	
   

  	
  63

  
	
  Section 11.07. Rules by
  Trustee, Paying Agent, Conversion Agent, Reset Rate Agent and Registrar

  	
   

  	
  63

  
	
  Section 11.08. Legal
  Holidays

  	
   

  	
  63

  
	
  Section 11.09.
  Governing Law

  	
   

  	
  63

  
	
  Section 11.10. No
  Recourse Against Others

  	
   

  	
  63

  
	
  Section 11.11.
  Successors

  	
   

  	
  64

  
	
  Section 11.12. Multiple
  Originals

  	
   

  	
  64

  
	
  Section 11.13. Table of
  Contents; Headings

  	
   

  	
  64

  
	
  Section 11.14. Force
  Majeure

  	
   

  	
  64

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A    Form of Global
  Security

  	
   

  	
  A-1

  



 


iv

















 


INDENTURE dated as of April 4, 2006 between
INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (“Company”)
and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (“Trustee”).


 


Each party agrees as follows for the benefit
of the other party and for the equal and ratable benefit of the Holders of the
Company’s Zero-Coupon Convertible Debentures due 2033:


 


ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.  Definitions.


 


“Affiliate” of
any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person. For the purposes of this definition, “control” when used with respect
to any specified Person means the power to direct or cause the direction of the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


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


 


“Board of Directors”
means either the board of directors of the Company or any duly authorized
committee of such board.


 


“Business Day”
means any calendar day that is not a Saturday, Sunday or legal holiday in New
York, New York and on which commercial banks are open for business in New York,
New York and Nevada.


 


“Capital Lease Obligations”
means any obligation under a lease that is required to be capitalized for
financial reporting purposes in accordance with GAAP; and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligations determined in accordance with GAAP; and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty.


 


“Capital Stock”
for any entity means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) stock issued by that corporation.


 

















 


“Certificated Securities”
means securities that are in registered definitive form.


 


“Closing Sale Price”
of the Common Stock on any date means the closing per share sale price (or if
no closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average
ask prices) on such date as reported on the NYSE or, if the shares of Common
Stock is not listed on the NYSE, then on the principal other national or
regional securities exchange on which the shares of Common Stock then are
listed or, if the shares of Common Stock are not listed on a U.S. national or
regional securities exchange, as reported on the National Association of
Securities Dealers Automated Quotation System or, if the shares of Common Stock
are not quoted on the National Association of Securities Dealers Automated
Quotation System, on the principal other market on which the shares of Common
Stock are then traded. In the absence of such quotations, the Closing Sale Price
will be the last quoted bid for the Common Stock in the over-the-counter market
on the relevant date as reported by the National Quotation Bureau Incorporated
or similar organization. If the Common Stock is not so quoted, the Closing Sale
Price will be the average of the midpoint of the last bid and ask prices for
the Common Stock on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for
this purpose.


 


“Common Stock”
shall mean the shares of common stock, $0.00015625 par value per share, of the
Company existing on the date of this Indenture or any other shares of Capital
Stock of the Company into which such shares of common stock shall be
reclassified or changed.


 


“Company” means
the party named as such in this Indenture until a successor replaces it
pursuant to the applicable provisions hereof and, thereafter, means the
successor.


 


“Company Order”
means a written request or order signed in the name of the Company by any two
Officers.


 


“Corporate Trust Office” means the corporate trust office of
the Trustee at which at any time the trust created by this Indenture shall be
administered, which office at the date hereof is located at 700
South Flower Street, Suite 500, Los Angeles, California 90017, Attention:
Corporate Finance Unit, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the corporate trust
office of any successor Trustee at which such trust shall be administered (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).


 


“Default” means
any event which is, or after notice or passage of time or both would be, an
Event of Default.


 


2

















 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“GAAP” means
generally accepted accounting principles in the United States of America as in
effect and, to the extent optional, adopted by the Company, on the date of this
Indenture, consistently applied.


 


“Gaming Authority”
means the United States federal government, any foreign government, or any
state, county municipality or other political subdivision or any agency or
other governmental authority thereof that now or hereafter has jurisdiction
over all or any portion of the gaming activities of the Company or any of its
Subsidiaries.


 


“Gaming Law”
means any law, statute, ordinance, code, regulation, constitutional provision,
rule, order, directive or other enforcement requirement now or hereafter in
existence of any Gaming Authority.


 


“Gaming License”
means any license, qualification, finding of suitability, approval, franchise,
or other authorization of the Company and its Subsidiaries on the date of this
Indenture or thereafter required to own, lease, operate or otherwise conduct
the gaming business of the Company and its Subsidiaries, including all licenses
granted under any Gaming Laws.


 


“Global Security”
means a permanent Global Security that is in the form of the Security attached
hereto as Exhibit A, and that is deposited with and registered in the name of
the Depositary.


 


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


 


“Indebtedness”
means (i) all obligations for borrowed money, (ii) all obligations evidenced by
debentures, notes or other similar instruments, (iii) all obligations in
respect of letters of credit or bankers acceptances or similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations to pay
the deferred purchase price of property or services, except trade accounts
payable arising in the ordinary course of business, (v) Capital Lease
Obligations and (vi) all Indebtedness of others guaranteed by the Company or
for which the Company or any of its property is legally responsible or liable
(whether by agreement to purchase indebtedness of, or to supply funds or to
invest in, others).


 


“Indenture”
means this Indenture, as amended or supplemented from time to time in
accordance with the terms hereof, including the provisions of the TIA that are
deemed to be a part hereof.


 


“Issue Date” of
any Security means the date on which the Security was originally issued or
deemed issued as set forth on the face of the Security.


 


3

















 


“Market Price”
means the average of the Closing Sale Prices of the Common Stock for the five
trading day period ending on the third Business Day prior to the applicable
Purchase Date (if the third Business Day prior to the applicable Purchase Date
is a trading day, or if not, then on the last trading day prior to the third
Business Day), appropriately adjusted to take into account the occurrence,
during the period commencing on the first of the trading days during the five
trading day period and ending on the Purchase Date, of any event described in
Sections 10.06, 10.07 or 10.08, subject, however, to the conditions set forth
in Sections 10.10 and 10.11.


 


“Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.


 


“NYSE” means The
New York Stock Exchange.


 


“Officer” means
the Chairman of the Board, the Vice Chairman, the Chief Executive Officer, the
President, the Chief Financial Officer, any Executive Vice President, any
Senior Vice President, any Vice President, the Treasurer or the Secretary or
any Assistant Treasurer or Assistant Secretary of the Company.


 


“Officers’ Certificate”
means a written certificate containing the information specified in Sections
11.04 and 11.05, signed in the name of the Company by any two Officers, and
delivered to the Trustee. An Officers’ Certificate given pursuant to Section
4.03 shall be signed by a financial or accounting Officer of the Company but
need not contain the information specified in Sections 11.04 and 11.05.


 


“Opinion of Counsel”
means a written opinion containing the information specified in Sections 11.04
and 11.05, from legal counsel. The counsel may be an employee of, or counsel
to, the Company.


 


“Person” means
any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
or government or any agency or political subdivision thereof.


 


“Preferred Stock”
means any Capital Stock of a Person, however designated, which entitles the
holder thereof to a preference with respect to the payment of dividends, or as
to the distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of any other class of Capital Stock
issued by such Person.


 


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


 


4

















 


“Redemption Date”
or “redemption date” shall mean the date specified in a notice of redemption on
which the Securities may be redeemed in accordance with the terms of the
Securities and this Indenture.


 


“Repay” means,
in respect of any Indebtedness, to repay, prepay, repurchase, redeem, legally
defease or otherwise retire such Indebtedness.


 


“Repayment” and
“Repaid” shall have correlative
meanings.


 


“SEC” means the
Securities and Exchange Commission.


 


“Securities”
means any of the Company’s Zero-Coupon Convertible Debentures due January 29,
2033, as amended or supplemented from time to time, issued under this
Indenture.


 


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


 


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


 


“Standard & Poor’s”
means Standard & Poor’s Ratings Service or any successor to the ratings
agency business thereof.


 


“Significant  Subsidiary” means any Subsidiary that would be a
“Significant Subsidiary” of the Company within the meaning of Rule 1-02 of
Regulation S-X promulgated by the SEC.


 


“Stated Maturity”,
when used with respect to any Security, means January 29, 2033.


 


“Subsidiary”
means a Person more than 50% of the outstanding Voting Stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company, or by the Company and one or more other Subsidiaries of the
Company.


 


“TIA” means the
Trust Indenture Act of 1939 as in effect on the date of this Indenture, provided, however, that in the event the TIA is amended
after such date, TIA means, to the extent required by any such amendment, the
TIA as so amended.


 


“trading day”
means a day during which trading in securities generally occurs on the NYSE or,
if the shares of Common Stock are not listed on the NYSE, on the principal
other national or regional securities exchange on which the shares of Common
Stock then are listed or, if the shares of Common Stock are not listed on a
national or regional securities exchange, on the National Association of
Securities Dealers Automated Quotation System or, if the shares of Common Stock
are not quoted on the National Association of Securities Dealers 


 


5

















 


Automated Quotation System, on the principal
other market on which the shares of Common Stock are then traded.


 


“Trustee” means
the party named as the “Trustee” in the
first paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.


 


“Trust Officer”
means any officer within the Corporate Trust Administration department of the Trustee
(or any successor group of the trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


 


“Uniform Commercial Code”
means the New York Uniform Commercial Code as in effect from time to time.


 


“U.S. Government
Obligations” means direct obligations (or certificates representing
an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged and which are
not callable at the issuer’s option.


 


“Voting Stock”
of a Person means Capital Stock of such Person of the class or classes pursuant
to which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of such Person (irrespective of whether or not at the time Capital
Stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).


 


“Wholly Owned Subsidiary”
means, at any time, a Subsidiary all the Voting Stock of which (except
directors’ qualifying shares which shall be deemed to include investments by
foreign nationals mandated by applicable law) is at such time owned, directly
or indirectly, by the Company and its other Wholly Owned Subsidiaries.


 


Section 1.02.  Other Definitions.  


 


	
  Term Section:

  	
   

  	
  Defined in:

  
	
  “Accreted Conversion Price”

  	
   

  	
  Exhibit A

  
	
  “Accreted Value”

  	
   

  	
  Exhibit A

  
	
  “Agent Members”

  	
   

  	
  2.13(b)

  
	
  “Applicable Conversion Reference Period”

  	
   

  	
  10.01(b)

  
	
  “beneficial owner”

  	
   

  	
  3.08(a)

  
	
  “cash”

  	
   

  	
  3.07(a)

  
	
  “Change in Control”

  	
   

  	
  3.08(a)

  



 


6

















 


	
  “Change in Control Purchase Date”

  	
   

  	
  3.08(a)

  
	
  “Change in Control Purchase Notice”

  	
   

  	
  3.08(c)

  
	
  “Change in Control Purchase Price”

  	
   

  	
  3.08(a)

  
	
  “Code”

  	
   

  	
  2.15

  
	
  “Company Notice”

  	
   

  	
  3.07(b)

  
	
  “Company Notice Date”

  	
   

  	
  3.07(b)

  
	
  “Conversion Agent”

  	
   

  	
  2.03

  
	
  “Conversion Date”

  	
   

  	
  10.02

  
	
  “Conversion Period”

  	
   

  	
  Exhibit A

  
	
  “Conversion Rate”

  	
   

  	
  10.01(a)

  
	
  “Conversion Value”

  	
   

  	
  10.01(b)

  
	
  “Daily Share Amount”

  	
   

  	
  10.01(b)

  
	
  “Depositary”

  	
   

  	
  10.01(b)

  
	
  “DTC”

  	
   

  	
  10.01(b)

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Exchange Property”

  	
   

  	
  10.01(c)

  
	
  “Ex-Dividend Time”

  	
   

  	
  10.01(a)

  
	
  “Extraordinary Cash Dividend”

  	
   

  	
  10.08

  
	
  “Initial Yield to Maturity”

  	
   

  	
  Exhibit A

  
	
  “Interest Payment Date”

  	
   

  	
  Exhibit A

  
	
  “Legal Holiday”

  	
   

  	
  11.08

  
	
  “Net Share Amount”

  	
   

  	
  10.01(b)

  
	
  “Notice of Default”

  	
   

  	
  6.01

  
	
  “Obligations”

  	
   

  	
  11.01

  
	
  “Parity Value”

  	
   

  	
  Exhibit A

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Principal Return”

  	
   

  	
  10.01(b)

  
	
  “Purchase Date”

  	
   

  	
  3.07(a)

  
	
  “Purchase Notice”

  	
   

  	
  3.07(a)

  
	
  “Purchase Price”

  	
   

  	
  3.07(a)

  
	
  “Redemption Price”

  	
   

  	
  Exhibit A

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Reset Rate”

  	
   

  	
  Exhibit A

  
	
  “Reset Rate Agent”

  	
   

  	
  2.04

  
	
  “Restated Principal Amount”

  	
   

  	
  Exhibit A

  
	
  “Tax Event”

  	
   

  	
  Exhibit A

  
	
  “Time of Determination”

  	
   

  	
  10.01

  
	
  “Trading Price”

  	
   

  	
  Exhibit A

  
	
  “Upward Interest Adjustment”

  	
   

  	
  Exhibit A

  



 


Section 1.03.  Incorporation by Reference of Trust Indenture
Act.


 


Whenever this Indenture refers to a provision
of the TIA, the 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:


 


7

















 


“Commission”
means the SEC.


 


“indenture securities”
means the Securities and the Subsidiary Guarantees.


 


“indenture security holder”
means a Securityholder.


 


“indenture to be qualified”
means this Indenture.


 


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


 


“obligor” on the
indenture securities means the Company and any other obligor on the indenture
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 SEC rule have the meanings assigned to them by such definitions.


 


Section 1.04.  Rules of Construction.


 


(1)           a
term has the meaning assigned to it;


 


(2)           an
accounting term not otherwise defined has the meaning assigned to it and shall
be construed in accordance with “U.S. GAAP”;


 


(3)           “or”
is not exclusive;


 


(4)           “including”
means including, without limitation;


 


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


 


(6)           all
references to $, dollars, cash payments or money refer to United States
currency; and


 


(7)           all
references to “interest” on any Security in this Indenture shall mean accretion
to the principal amount of such Security unless such reference is to “cash
interest.”


 


Section 1.05.  Acts of Holders.  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in Person or by agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of Holders signing such
instrument or instruments. Proof 


 


8

















 


of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.


 


(a)       The fact and date of the
execution by any Person of any such instrument or writing may be proved by the
affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to such
officer the execution thereof. Where such execution is by a signer acting in a
capacity other than such signer’s individual capacity, such certificate or
affidavit shall also constitute sufficient proof of such signer’s authority.
The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.


 


(b)      The ownership of Securities
shall be proved by the register for the Securities.


 


(c)       Any request, demand,
authorization, direction, notice, consent, waiver or other Act of the Holder of
any Security shall bind every future Holder of the same Security and the holder
of every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee, the Company, the Conversion Agent or the
Reset Rate Agent in reliance thereon, whether or not notation of such action is
made upon such Security.


 


(d)      If the Company shall
solicit from the Holders any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.


 


9

















 


ARTICLE 2

THE SECURITIES


 


Section 2.01.  Form and Dating.  The Securities and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A,
which are a part of this Indenture. The Securities may have notations, legends
or endorsements required by law, stock exchange rule or usage (provided that
any such notation, legend or endorsement required by usage is in a form
acceptable to the Company). The Company shall provide any such notations,
legends or endorsements to the Trustee in writing. Each Security shall be dated
the date of its authentication.


 


(a)       Global Securities.
Securities shall be issued, initially in the form of a Global Security, which
shall be deposited with the Trustee at its Corporate Trust Office, as custodian
for the Depositary (as defined below) and registered in the name of The
Depository Trust Company (“DTC”) or the
nominee thereof (DTC, or any successor thereto, and any such nominee being
hereinafter referred to as the “Depositary”),
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount at maturity 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 as hereinafter provided.


 


(b)      Global Securities in
General. Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount at maturity of outstanding Securities
from time to time endorsed thereon and that the aggregate principal amount at
maturity of outstanding Securities represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges, redemptions,
purchases and conversions.


 


Any adjustment of the aggregate principal
amount at maturity of a Global Security to reflect the amount of any increase
or decrease in the amount of outstanding Securities represented thereby shall
be made by the Trustee in accordance with instructions given by the Holder
thereof as required by Section 2.13 hereof and shall be made on the records of
the Trustee and the Depositary.


 


(c)       Book-Entry Provisions.
This Section 2.01(c) shall apply only to Global Securities deposited with or on
behalf of the Depositary.


 


The Company shall execute and the Trustee
shall, in accordance with this Section 2.01(c), authenticate and deliver
initially one or more Global Securities that (a) shall be registered in the
name of the Depositary and (b) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instructions.


 


Section 2.02.  Execution and Authentication.  The Securities shall be executed
on behalf of the Company by any Officer. The signature of the Officer on the
Securities may be manual or facsimile.


 


10

















 


If an Officer whose signature is on a
Security no longer holds that office at the time the Trustee authenticates the
Security, the Security shall be valid nevertheless.


 


At any time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company
to the Trustee for authentication, together with a written order of the Company
in the form of an Officers’ Certificate for the authentication and delivery of
such Securities, and the Trustee in accordance with such written order of the
Company shall authenticate and deliver such Securities.


 


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 Securities shall originally be issued
only in registered form without coupons and only in denominations of $1,000 of
principal amount at maturity and any integral multiple thereof.


 


The Trustee shall authenticate and deliver
the Securities for original issue in an aggregate principal amount at maturity
(subject to adjustment) of up to $964,767,000, in exchange for equivalent
principal amounts at maturity of the Company’s existing Zero-Coupon Convertible
Debentures due 2033 issued in January 2003, upon one or more Company Orders
without any further action by the Company. The aggregate principal amount at
maturity of the Securities due at the Stated Maturity thereof outstanding at
any time may not exceed the amount set forth in the foregoing sentence.


 


Section 2.03.  Registrar, Paying Agent and Conversion
Agent.  The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (“Registrar”), an
office or agency where Securities may be presented for purchase or payment (“Paying Agent”) and an office or agency where Securities may
be presented for conversion (“Conversion Agent”).
The Registrar shall keep a register of the Securities and of their transfer,
exchange and conversion. The Company may have one or more co-registrars, one or
more additional paying agents and one or more additional conversion agents. The
term Paying Agent includes any additional paying agent, including any named
pursuant to Section 4.05. The term Conversion Agent includes any additional conversion
agent, including any named pursuant to Section 4.05.


 


The Company shall enter into an appropriate
agency agreement with any Registrar, Paying Agent, Conversion Agent or
co-registrar not a party to this Indenture, which shall incorporate the terms of
the TIA. The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the 


 


11

















 


Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. The Company or
any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar, Conversion Agent or co-registrar.


 


The Company initially appoints the Trustee as
Registrar, the Conversion Agent and Paying Agent in connection with the
Securities.


 


Section 2.04.  Reset Rate Agent.  The Company and the Trustee agree
that a nationally recognized investment bank engaged for such purpose by the
Company will act as the reset rate agent (the “Reset Rate
Agent”). If requested by the Company, the Reset Rate Agent shall
seek an indicative reference rate from one other nationally recognized
investment bank engaged for such purpose by the Company. The determination of
any applicable Reset Rate shall be made by the Reset Rate Agent by averaging
the reference rate it has determined with the indicative reference rate provided
by such other investment bank. If an indicative reference rate cannot
reasonably be obtained from one other nationally recognized investment bank or
if the Company chooses not to engage such other investment bank, then the rate
determined by the Reset Rate Agent shall be used. The determination of any
applicable Reset Rate by the Reset Rate Agent will be conclusive and binding
upon the Reset Rate Agent, the Company, the Trustee and the holders of the
Debentures, in the absence of manifest error.


 


The Reset Rate Agent may be removed at any
time with or without cause by the Company giving at least sixty (60) days’
written notice to the Reset Rate Agent. The Reset Rate Agent may resign at any
time upon giving at least thirty (30) days’ written notice to the Company. A
successor Reset Rate Agent will be appointed by the Company.


 


Section 2.05.  Paying Agent to Hold Money and Securities in
Trust.  Except as otherwise
provided herein, on or prior to each due date of payment in respect of any
Security, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) or Common Stock or,
as permitted by this Indenture, a combination thereof, sufficient to make such
payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold
in trust for the benefit of Securityholders or the Trustee all money and Common
Stock held by the Paying Agent for the making of payments in respect of the
Securities and shall notify the Trustee of any default by the Company in making
any such payment. At any time during the continuance of any such default, the
Paying Agent shall, upon the written request of the Trustee, forthwith pay to
the Trustee all money and Common Stock so held in trust. If the Company or a
Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money and
Common Stock held by it as Paying Agent and hold it as a separate trust fund.
The Company at any time may require a Paying Agent to pay all money and Common
Stock held by it to the Trustee and to account for any 


 


12

















 


funds and
Common Stock disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.


 


Section 2.06.  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 Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each January 29 and July 29 and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.


 


Section 2.07.  Transfer and Exchange.  Subject to Section 2.12 hereof,
(a) upon surrender for registration of transfer of any Security, together with
a written instrument of transfer satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder’s attorney duly authorized in
writing, at the office or agency of the Company designated as Registrar or
co-registrar pursuant to Section 2.03, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denomination or denominations, of a like aggregate principal amount at
maturity. The Company shall not charge a service charge for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to pay all taxes, assessments or other governmental charges that may be imposed
in connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange.


 


At the option of the Holder, Securities may
be exchanged for other Securities of any authorized denomination or
denominations, of a like aggregate principal amount at maturity, upon surrender
of the Securities to be exchanged, together with a written instrument of
transfer satisfactory to the Registrar duly executed by the Securityholder or
such Securityholder’s attorney duly authorized in writing, at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.


 


The Company shall not be required to make,
and the Registrar need not register, transfers or exchanges of Securities
selected for redemption (except, in the case of Securities to be redeemed in
part, the portion thereof not to be redeemed) or any Securities in respect of which
a Purchase Notice or Change in Control Purchase Notice has been given and not
withdrawn by the Holder thereof in accordance with the terms of this Indenture
(except, in the case of Securities to be purchased in part, the portion thereof
not to be purchased) or any Securities for a period of 15 days before the
mailing of a notice of redemption of Securities to be redeemed.


 


(b)      Notwithstanding any
provision to the contrary herein, so long as a Global Security remains
outstanding and is held by or on behalf of the Depositary,


 


13

















 


transfers of a Global Security, in whole or
in part, shall be made only in accordance with Section 2.13 and this Section
2.07(b). Transfers of a Global Security shall be limited to transfers of such
Global Security, to the Depositary, to nominees of the Depositary or to a
successor of the Depositary or such successor’s nominee.


 


(c)       Successive registrations
and registrations of transfers and exchanges as aforesaid may be made from time
to time as desired, and each such registration shall be noted on the register
for the Securities.


 


(d)      Any Registrar appointed
pursuant to Section 2.03 hereof shall provide to the Trustee such information
as the Trustee may reasonably require in connection with the delivery by such
Registrar of Securities upon transfer or exchange of Securities.


 


(e)       No Registrar shall be
required to make registrations of transfer or exchange of Securities during any
periods designated in the text of the Securities or in this Indenture as
periods during which such registration of transfers and exchanges need not be
made.


 


Section 2.08.  Replacement Securities.  If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder
satisfies any other reasonable requirements of the Trustee. If required by the
Trustee or the Company, such Holder shall furnish an indemnity bond sufficient
in the judgment of the Company and the Trustee to protect the Company, the
Trustee, the Paying Agent, the Registrar and any co-registrar from any loss
which any of them may suffer if a Security is replaced. The Company and the
Trustee may charge the Holder for their expenses in replacing a Security.


 


In case any such mutilated, destroyed, lost
or stolen Security has become or is about to become due and payable, or is
about to be purchased by the Company pursuant to Article 3 hereof, the Company
in its discretion may, instead of issuing a new Security, pay or purchase such
Security in cash.


 


Upon the issuance of any new Securities under
this Section 2.08, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every replacement Security is an additional
obligation of the Company.


 


Section 2.09.  Outstanding Securities.  Securities outstanding at any time
are all Securities authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancellation and those described in this Section
2.09 as 


 


14

















 


not
outstanding. A Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security; provided, however, that in determining whether the Holders
of the requisite principal amount at maturity of Securities have given or
concurred in any request, demand, authorization, direction, notice, consent,
waiver or other action hereunder, Securities owned by the Company or any
obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Trust Officer of the Trustee actually knows to
be so owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9).


 


If a Security is replaced pursuant to Section 2.08,
it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a bona fide
purchaser.


 


If the Paying Agent holds, in accordance with this
Indenture, on a Redemption Date, or on the Business Day following a Purchase
Date or a Change in Control Purchase Date, or on Stated Maturity, money
sufficient to pay Securities payable on that date, then immediately after such
Redemption Date, Purchase Date, Change in Control Purchase Date or Stated
Maturity, as the case may be, such Securities shall cease to be outstanding and
interest, if any, on such Securities shall cease to accrue and such Securities
shall cease to be convertible; provided, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made.


 


If a Security is converted in accordance with
Article 10, then from and after the time of conversion on the Conversion Date,
such Security shall cease to be outstanding and interest, if any, shall cease
to accrue on such Security.


 


Section 2.10.  Temporary Securities.  Until definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form
of definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities.


 


Section 2.11.  Cancellation. 
The Company 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 registration of transfer,
exchange or payment. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment or


 


15

















 


cancellation
and shall dispose of such cancelled securities in its customary manner. The
Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article 10.


 


Section 2.12.  Persons Deemed Owners.  Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of receiving
payment of principal of the Security or the payment of any Redemption Price,
Purchase Price or Change in Control Purchase Price in respect thereof, and
interest thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


Section 2.13.  Global Securities.  (a) Notwithstanding any other
provisions of this Indenture or the Securities, (A) transfers of a Global
Security, in whole or in part, shall be made only in accordance with Section
2.07 and Section 2.13(a)(i), (B) transfers of a beneficial interest in a Global
Security for a Certificated Security shall comply with Section 2.07 and Section
2.13(a)(ii) below, and (C) transfers of a Certificated Security shall comply
with Section 2.07 and 2.13(a)(iii)and (iv) below.


 


(i)            Transfer of Global Security. A
Global Security may not be transferred, in whole or in part, to any Person
other than the Depositary or a nominee or any successor thereof, and no such
transfer to any such other Person may be registered; provided that this clause
(i) shall not prohibit any transfer of a Security that is issued in exchange
for a Global Security but is not itself a Global Security. No transfer of a
Security to


 


16

















 


any Person shall be effective under this Indenture
or the Securities unless and until such Security has been registered in the
name of such Person. Nothing in this Section 2.13(a)(i) shall prohibit or
render ineffective any transfer of a beneficial interest in a Global Security
effected in accordance with the other provisions of this Section 2.13(a).


 


(ii)           Restrictions on Transfer of a
Beneficial Interest in a Global Security for a Certificated Security. A
beneficial interest in a Global Security may not be exchanged for a
Certificated Security except if DTC is at any time unwilling or unable to
continue as a Depositary and a successor Depositary is not appointed by the
Company within 90 days and upon satisfaction of the requirements set forth
below. Upon receipt by the Trustee of a transfer of a beneficial interest in a
Global Security in accordance with Applicable Procedures for a Certificated
Security in the form satisfactory to the Trustee, together with written
instructions to the Trustee to make, or direct the Registrar to make, an
adjustment on its books and records with respect to such Global Security to
reflect a decrease in the aggregate principal amount at maturity or Accreted
Value


 


of the Securities represented by the Global
Security, such instructions to contain information regarding the Depositary
account to be credited with such decrease; and the Trustee shall cause, or
direct the Registrar to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Registrar, the aggregate
principal amount at maturity of the Securities represented by the Global
Security to be decreased by the aggregate principal amount at maturity of the
Certificated Security to be issued, shall issue such Certificated Security and
shall debit or cause to be debited to the account of the Person specified in
such instructions a beneficial interest in the Global Security equal to the
principal amount at maturity of the Certificated Security so issued.


 


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


 


(y)           to register the transfer of such
Certificated Securities; or


 


(z)            to exchange such Certificated
Securities for an equal principal amount at maturity of Certificated 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 Certificated Securities surrendered for transfer or exchange shall be
duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.


 


(iv)          Restrictions on Transfer of a
Certificated Security for a Beneficial Interest in a Global Security. A
Certificated 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 Certificated
Security, duly endorsed or accompanied by appropriate instruments of transfer,
in form satisfactory to the Trustee, together with written instructions
directing the Trustee to make, or to direct the Registrar to make, an
adjustment on its books and records with respect to such Global Security to
reflect an increase in the aggregate principal amount at maturity 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 Certificated Security and cause, or direct
the Registrar to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Registrar, the aggregate
principal amount at maturity of Securities represented by the Global Security
to be increased by the aggregate principal amount at maturity of the
Certificated 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 at maturity of
the Certificated Security so


 


17

















 


cancelled.
If no Global Securities are then outstanding, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officers’ Certificate, a new Global Security in the appropriate principal
amount at maturity.


 


(b)           The
provisions of clauses (i), (ii), (iii) and (iv) below shall apply only to
Global Securities:


 


(i)            Notwithstanding any other provisions
of this Indenture or the Securities, a Global Security shall not be exchanged
in whole or in part for a Security registered in the name of any Person other
than the Depositary or one or more nominees thereof, provided that a Global
Security may be exchanged for Securities registered in the names of any Person
designated by the Depositary in the event that (A) the Depositary has notified
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or such Depositary has ceased to be a “clearing agency”
registered under the Exchange Act, and a successor Depositary is not appointed
by the Company within 90 days or (B) an Event of Default has occurred and is
continuing with respect to the Securities. Any Global Security exchanged
pursuant to clause (A) above shall be so exchanged in whole and not in part,
and any Global Security exchanged pursuant to clause (B) above may be exchanged
in whole or from time to time in part as directed by the Depositary. Any
Security issued in exchange for a Global Security or any portion thereof shall
be a Global Security; provided that any such Security so issued that is
registered in the name of a Person other than the Depositary or a nominee
thereof shall not be a Global Security.


 


(ii)           Securities issued in exchange for a
Global Security or any portion thereof shall be issued in definitive, fully
registered form, without interest coupons, shall have an aggregate principal
amount at maturity equal to that of such Global Security or portion thereof to
be so exchanged, shall be registered in such names and be in such authorized
denominations as the Depositary shall designate and shall bear the applicable
legends provided for herein. Any Global Security to be exchanged in whole shall
be surrendered by the Depositary to the Trustee, as Registrar. With regard to
any Global Security to be exchanged in part, either such Global Security shall
be so surrendered for exchange or, if the Trustee is acting as custodian for
the Depositary or its nominee with respect to such Global Security, the
principal amount at maturity thereof shall be reduced, by an amount equal to
the portion thereof to be so exchanged, by means of an appropriate adjustment
made on the records of the Trustee. Upon any such surrender or adjustment, the
Trustee shall authenticate and deliver the Security issuable on such exchange
to or upon the order of the Depositary or an authorized representative thereof.


 


18

















 


(iii)          Subject to the provisions of clause
(v) below, the registered Holder may grant proxies and otherwise authorize any
Person, including Agent Members (as defined below) 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.


 


(iv)          In the event of the occurrence of any
of the events specified in clause (i) above, the Company will promptly make
available to the Trustee a reasonable supply of Certificated Securities in
definitive, fully registered form, without interest coupons.


 


(v)           Neither any members of, or
participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent
Members may act shall have any rights under this Indenture with respect to any
Global Security registered in the name of the Depositary or any nominee
thereof, or under any such Global Security, and the Depositary or such nominee,
as the case may be, may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the absolute owner and holder of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or impair, as between the Depositary, its Agent Members and any other Person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a holder of any Security.


 


Section 2.14.  CUSIP Numbers.  The Company in issuing the
Securities may use “CUSIP” numbers (if then generally in use) and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided, however, that
neither the Company nor the Trustee shall have any responsibility for any
defect in the “CUSIP” number that appears on any Security, check, advice of
payment or redemption notice, and any such notice may state that no
representation is made as to the correctness of such numbers either as printed on
the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee in the
event of any change in the CUSIP numbers.


 


Section 2.15.  Certain Tax Matters. Each Holder
is deemed to have agreed (a) that for United States federal income tax purposes
the Securities will be treated as indebtedness subject to the Treasury
regulations governing contingent payment debt instruments, (b) that the Holders
will report original issue discount and interest on the Securities in
accordance with the Company’s determination of both the “comparable yield” and
the “projected payment schedule” and (c) 
to be


 


19

















 


bound
by the Company’s application of the Treasury regulations that govern contingent
payment debt instruments. For this purpose, the “comparable yield” for the
Securities is 7.75% compounded semi-annually and the “projected payment
schedule” may be obtained by contacting the Company at the address set forth in
Section 11.02. The Company shall file with the Trustee no later than the end of
each calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
United States Internal Revenue Code of 1986, as amended from time to time (the
“Code”).  By acceptance of a beneficial interest in the
Securities, each Holder will be deemed to have agreed that the exchange by the
Holder of the Company’s existing Zero-Coupon Debentures due 2033
originally issued in January 2003 for the Securities and the payment of
the exchange fee in consideration for such exchange do not constitute a
significant modification for U.S. federal income tax purposes.


 


ARTICLE 3

REDEMPTION AND PURCHASES


 


Section 3.01.  Company’s Right to Redeem; Notices to
Trustee.  The Company, at its
option, may redeem the Securities in accordance with the provisions of
Paragraph 5 of the Securities. If the Company elects to redeem Securities
pursuant to Paragraph 5 or Paragraph 10 of the Securities, it shall notify the
Trustee in writing of the Redemption Date, the principal amount at maturity of
Securities to be redeemed and that such redemption is being made pursuant to
Paragraph 5 or Paragraph 10 of the Securities.


 


The Company shall give each notice to the Trustee
provided for in this Section 3.01 at least 15 days before the Trustee shall be
required to mail the notice of redemption pursuant to Section 3.03 unless the
Trustee consents to a shorter period or unless a shorter period is required by
the applicable Gaming Authority with respect to a redemption pursuant to
Paragraph 10 of the Securities. Such notice shall be accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.


 


Section 3.02.  Selection of Securities To Be Redeemed.  If fewer than all the Securities
are to be redeemed, the Trustee shall select the Securities to be redeemed pro
rata or by lot or by a method that complies with applicable legal and
securities exchange requirements, if any, and that the Trustee considers
appropriate and in accordance with methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The


 


20

















 


Trustee
may select for redemption portions of the principal amount at maturity of
Securities that have denominations larger than $1,000. Securities and portions
of Securities the Trustee selects shall be in principal amounts at maturity of
$1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply
to Securities called for redemption also apply to portions of Securities called
for redemption. The Trustee shall notify the Company promptly of the Securities
or portions of Securities to be redeemed.


 


If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to
the portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be


 


the
portion selected for redemption. Securities which have been converted during a
selection of Securities to be redeemed may be treated by the Trustee as
outstanding for the purpose of such selection.


 


Section 3.03.  Notice of Redemption.  At least 15 days but not more than
60 days before a Redemption Date, the Company or the Trustee shall mail a
notice of redemption by first-class mail, postage prepaid, to each Holder of
Securities to be redeemed.


 


The notice shall identify the Securities to be
redeemed and shall state:


 


(a)           the
Redemption Date;


 


(b)           the
Redemption Price;


 


(c)           the
then existing Conversion Rate;


 


(d)           the
name and address of the Paying Agent and the Conversion Agent;


 


(e)           that
Securities called for redemption may be converted at any time before the close
of business on the Business Day immediately preceding the Redemption Date;


 


(f)            that
Holders who want to convert their Securities must satisfy the requirements set
forth in Paragraph 8 of the Securities;


 


(g)           that
Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price;


 


(h)           if
fewer than all of the outstanding Securities are to be redeemed, the
certificate numbers, if any, and principal amounts of the particular Securities
to be redeemed;


 


(i)            that,
unless the Company defaults in making payment of such Redemption Price,
interest, if any, on Securities called for redemption will cease to accrue on
and after the Redemption Date; and


 


21

















 


(j)            the
CUSIP number(s) of the Securities.


 


At the Company’s request, the Trustee shall give
the notice of redemption in the Company’s name and at the Company’s expense,
provided that the Company makes such request at least three Business Days prior
to the date by which such notice of redemption must be given to Holders in
accordance with this Section 3.03.


 


Section 3.04.  Effect of Notice of Redemption.  Once notice of redemption is
given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.


 


Section 3.05.  Deposit of Redemption Price.  Prior to 10:00 a.m. (New York City
time), on the Redemption Date, the Company shall deposit with the Paying Agent
(or if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the Redemption Price of all
Securities to be redeemed on that date other than Securities or portions of
Securities called for redemption which on or prior thereto have been delivered
by the Company to the Trustee for cancellation or have been converted. The
Paying Agent shall as promptly as practicable return to the Company any money
not required for that purpose because of conversion of Securities pursuant to
Article 10. If such money is then held by the Company in trust and is not
required for such purpose it shall be discharged from such trust.


 


Section 3.06.  Securities Redeemed in Part.  Upon surrender of a Security that
is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount at maturity to the unredeemed portion of
the Security surrendered.


 


Section 3.07.  Purchase of Securities by the Company at
Option of the Holder.  (a)
General. Securities shall be purchased by the Company pursuant to Paragraph 7
of the Securities at the option of the Holder on January 29, 2008, January 29,
2013, January 29, 2018, January 29, 2023 and January 29, 2028 or the next
Business Day following such dates to the extent such dates are not Business
Days (each, a “Purchase Date”), in
U.S. legal tender (“cash”) at the
Accreted Value plus accrued and unpaid cash interest, if any, on such Purchase
Date (the “Purchase Price”).
Purchases of Securities hereunder shall be made, at the option of the Holder
thereof, upon:


 


(i)            delivery to the Paying Agent by the
Holder of a written notice of purchase (a “Purchase
Notice”) during the period beginning at any time from the opening of
business on the date that is 20 Business Days


 


22

















 


prior to the relevant Purchase Date until the close
of business on the last day prior to such Purchase Date stating:


 


(A)        the certificate number of the Security
which the Holder will deliver to be purchased or the appropriate Depositary
procedures if Certificated Securities have not been issued,


 


(B)         the portion of the principal amount at
maturity of the Security which the Holder will deliver to be purchased, which
portion must be in principal amounts at maturity of $1,000 or an integral
multiple thereof, and


 


(C)         that such Security shall be purchased
by the Company as of the Purchase Date pursuant to the terms and conditions
specified in Paragraph 7 of the Securities and in this Indenture.


 


(ii)           delivery of such Security to the
Paying Agent prior to, on or after the Purchase Date (together with all
necessary endorsements) at the offices of the Paying Agent, such delivery being
a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase
Price shall be so paid pursuant to this Section 3.07 only if the Security so
delivered to the Paying Agent shall conform in all respects to the description
thereof in the related Purchase Notice, as determined by the Company.


 


The Company shall purchase from the Holder thereof,
pursuant to this Section 3.07, a portion of a Security, if the principal amount
at maturity of such portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to the purchase of all of a Security
also apply to the purchase of such portion of such Security.


 


Any purchase by the Company contemplated pursuant
to the provisions of this Section 3.07 shall be consummated by the delivery to
the Paying Agent of the consideration to be received by the Holder promptly
following the later of the Purchase Date and the time of delivery of the
Security.


 


Notwithstanding anything herein to the contrary,
any Holder delivering to the Paying Agent the Purchase Notice contemplated by
this Section 3.07(a) shall have the right to withdraw such Purchase Notice at
any time prior to the close of business on the last day prior to the Purchase
Date by delivery of a written notice of withdrawal to the Paying Agent in
accordance with Section 3.09.


 


The Paying Agent shall promptly notify the Company
of the receipt by it of any Purchase Notice or written notice of withdrawal
thereof.


 


23

















 


(b)           Company
Notice.  Not less than 20 Business Days
prior to the Purchase Date (the “Company
Notice Date”), the Company shall give notice to Holders setting
forth information specified in this Section 3.07(b) (the “Company Notice”).


 


Each Company Notice shall include a form of
Purchase Notice to be completed by a Holder and shall state:


 


(i)          the Purchase Price and the then
Conversion Rate;


 


(ii)         the name and address of the Paying
Agent and the Conversion Agent;


 


(iii)        that Securities as to which a Purchase
Notice has been given may be converted if they are otherwise convertible only
in accordance with Article 10 hereof and Paragraph 8 of the Securities if the
applicable Purchase Notice has been withdrawn in accordance with the terms of
this Indenture;


 


(iv)       that Securities must be surrendered to
the Paying Agent to collect payment;


 


(v)        that the Purchase Price for any security
as to which a Purchase Notice has been given and not withdrawn will be paid
promptly following the later of the Purchase Date and the time of surrender of
such Security as described in (iv);


 


(vi)       the procedures the Holder must follow to
exercise its put rights under this Section 3.07 and a brief description of
those rights;


 


(vii)      briefly, the conversion rights of the
Securities;


 


(viii)     the procedures for withdrawing a Purchase
Notice;


 


(ix)        that, unless the Company defaults in
making payment on Securities for which a Purchase Notice has been submitted,
interest, if any, on such Securities will cease to accrue on the Purchase Date;
and


 


(x)         the CUSIP number of the Securities.


 


At the Company’s request, the Trustee shall give
such Company Notice in the Company’s name and at the Company’s expense; provided, however, that, in all cases, the
text of such Company Notice shall be prepared by the Company.


 


(c)           Procedure
upon Purchase. The Company shall deposit cash (in respect of cash purchases
under this Section 3.07, at the time and in the manner as provided in Section
3.10, sufficient to pay the aggregate Purchase Price of all Securities to be
purchased pursuant to this Section 3.07.


 


24

















 


Section 3.08.  Purchase of Securities at Option of the
Holder Upon a Change in Control.  (a)
If a Change in Control occurs, the Securities not previously purchased by the
Company shall be purchased by the Company, at the option of the Holder thereof,
in cash, at the Purchase Price on the Change in Control Purchase Date (the “Change in Control Purchase Price”), as of
the date that is 45 days after the date of the Change in Control Purchase
Notice delivered by the Company (the “Change
in Control Purchase Date”), subject to satisfaction by or on behalf
of the Holder of the requirements set forth in Section 3.08(c).


 


A “Change in
Control” shall be deemed to have occurred at such time after the
Securities are originally issued as either of the following events shall occur:


 


(i)    any person, including any syndicate or group
deemed to be a “person” under Section 13(d)(3) of the Exchange Act, acquires
beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of transactions, of shares of the
Company’s Capital Stock entitling the person to exercise 50% or more of the
total voting power of all shares of the Company’s Capital Stock that are
entitled to vote generally in elections of directors, other than an acquisition
by the Company, any of its Subsidiaries or any of its employee benefit plans
and other than any transaction contemplated by clause (a)(ii)(B) of this
Section 3.08; or


 


(ii)   the Company merges or consolidates with or
into any other person (other than a Subsidiary), any merger of another person
(other than a Subsidiary) into the Company, or the Company conveys, sells,
transfers or leases all or substantially all of its assets to another person
(other than a Subsidiary), other than any transaction: (A) that does not result
in any reclassification, conversion, exchange or cancellation of the Company’s
outstanding shares of Common Stock (other than the cancellation of any of the
Company’s outstanding shares of Common Stock held by the person with whom the
Company merges or consolidates), or (B) pursuant to which the holders of the
Company’s shares of Common Stock immediately prior to the transaction have the
entitlement to exercise, directly or indirectly, 50% or more of the total
voting power of all shares of Capital Stock entitled to vote generally in the
election of directors of the continuing or surviving corporation immediately
after the transaction, or (C) which is effected solely to change the Company’s
jurisdiction of incorporation and results in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of common
stock of the surviving entity.


 


Notwithstanding the foregoing provisions of this
Section 3.08, a Change in Control shall not be deemed to have occurred if (A)
the Closing Sale Price per share of Common Stock on the NYSE or, if the shares
of Common Stock are not


 


25

















 


listed
on the NYSE, on the principal other national or regional securities exchange on
which the shares of Common Stock are then listed, or if the shares of Common
Stock are not listed on a U.S. national or regional exchange, as reported on
the National Association of Securities Dealers Automated Quotation System, or
if the shares of Common Stock are not quoted on the National Association of Securities
Dealers Automated Quotation System, as reported on the principal other market
on which the shares of Common Stock are then traded, for any five trading days
within the period of 10 consecutive trading days ending immediately after the
later of the Change in Control or the public announcement of the Change in
Control, in the case of a Change in Control relating to an acquisition of
Capital Stock, or the period of 10 consecutive trading days ending immediately
before the Change in Control, in the case of Change in Control relating to a
merger, consolidation or asset sale, equals or exceeds 105% of the conversion
price of the Securities in effect on each of those trading days or (B) all of
the consideration (excluding cash payments for fractional shares and cash
payments made pursuant to dissenters’ appraisal rights) in a merger or
consolidation otherwise constituting a Change in Control under clause (i)
and/or clause (ii) above consists of shares of common stock traded on a
national securities exchange or quoted on the Nasdaq National Market (or will
be so traded or quoted immediately following the merger or consolidation) and
as a result of the merger or consolidation the Securities become convertible
into such common stock. For purposes of this Section 3.08, (x) the conversion
price is equal to $1,000 divided by the Conversion Rate, (y) whether a Person
is a “beneficial owner” shall be determined in accordance with Rule 13d-3 under
the Exchange Act and (z) “Person” includes any syndicate or group that would be
deemed to be a “person” under Section 13(d)(3) of the Exchange Act.


 


At least three Business Days before the Change in
Control Notice Date (as defined below), the Company shall deliver an Officers’
Certificate to the Trustee specifying:


 


(i)            the information required by Section
3.08(b); and


 


(ii)           whether the Company desires the
Trustee to give the Change in Control Notice required by Section 3.08(b).


 


(b)           No
later than 30 days after the occurrence of a Change in Control, the Company
shall mail a written notice of the Change in Control (the “Change in Control Notice,” the date of such
mailing, the “Change in Control Notice Date”)
by first-class mail to the Trustee and to each Holder (and to beneficial owners
as required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Holder and shall state:


 


(i)    briefly, the nature of the Change in Control
and the date of such Change in Control;


 


26

















 


(ii)         the date by which the Change in Control
Purchase Notice pursuant to this Section 3.08 must be given;


 


(iii)        the Change in Control Purchase Date;


 


(iv)        the Change in Control Purchase Price;


 


(v)         the name and address of the Paying
Agent and the Conversion Agent;


 


(vi)        the then existing Conversion Rate and
any adjustments thereto;


 


(vii)       that the Securities as to which a Change
in Control Purchase Notice has been given may be converted if they are
otherwise convertible pursuant to Article 10 hereof only if the Change in
Control Purchase Notice has been withdrawn in accordance with the terms of this
Indenture;


 


(viii)      that the Securities must be surrendered to
the Paying Agent to collect payment;


 


(ix)        that the Change in Control Purchase
Price for any Security as to which a Change in Control Purchase Notice has been
duly given and not withdrawn will be paid promptly following the later of the
Change in Control Purchase Date and the time of surrender of such Security as
described in (viii);


 


(x)         briefly, the procedures the Holder must
follow to exercise rights under this Section 3.08;


 


(xi)        briefly, the conversion rights, if any,
of the Securities;


 


(xii)       the procedures for withdrawing a Change
in Control Purchase Notice;


 


(xiii)      that, unless the Company defaults in making
payment of such Change in Control Purchase Price, interest, if any, on
Securities surrendered for purchase by the Company will cease to accrue on and
after the Change in Control Purchase Date; and


 


(xiv)      the CUSIP number(s) of the Securities.


 


(c)           A
Holder may exercise its rights specified in Section 3.08(a) upon delivery of a
written notice of purchase (a “Change in
Control Purchase Notice”) to the Paying Agent at any time on or
prior to the 30th day after the date the Company delivers its written Change in
Control Purchase Notice, stating:


 


27

















 


(i)          the certificate number of the Security
which the Holder will deliver to be purchased;


 


(ii)         the portion of the principal amount of
the Security which the Holder will deliver to be purchased, which portion must
be $1,000 or an integral multiple thereof; and


 


(iii)        that such Security shall be purchased
pursuant to the terms and conditions specified in Paragraph 7 of the
Securities.


 


The delivery of such Security to the Paying Agent
with the Change in Control Purchase Notice (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor; provided, however, that such Change in
Control Purchase Price shall be so paid pursuant to this Section 3.08 only if
the Security so delivered to the Paying Agent shall conform in all material
respects to the description thereof set forth in the related Change in Control
Purchase Notice.


 


The Company shall purchase from the Holder thereof,
pursuant to this Section 3.08, a portion of a Security if the principal amount
at maturity of such portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to the purchase of all of a Security
also apply to the purchase of such portion of such Security.


 


Any purchase by the Company contemplated pursuant
to the provisions of this Section 3.08 shall be consummated by the delivery of
the consideration to be received by the Holder on the Change of Control
Purchase Date.


 


(d)           Procedure upon Purchase. The Company shall
deposit cash, at the time and in the manner as provided in Section 3.11,
sufficient to pay the aggregate Change in Control Purchase Price of all
Securities to be purchased pursuant to this Section 3.08.


 


Section 3.09.  Effect of Purchase Notice or Change in
Control Purchase Notice.  Upon
receipt by the Paying Agent of the Purchase Notice or Change in Control
Purchase Notice specified in Section 3.07(a) or Section 3.08(c), as applicable,
the Holder of the Security in respect of which such Purchase Notice or Change
in Control Purchase Notice, as the case may be, was given shall (unless such
Purchase Notice or Change in Control Purchase Notice, as the case may be, is
withdrawn as specified in the following two paragraphs) thereafter be entitled
to receive solely the Purchase Price or Change in Control Purchase Price, as
the case may be, with respect to such Security. Such Purchase Price or Change in
Control Purchase Price shall be paid to such Holder, subject to receipts of
funds by the Paying Agent, promptly following the later of (x) the Purchase
Date or the Change in Control Purchase Date, as the case may be, with respect
to such Security (provided the conditions in Section 3.07(a) or Section
3.08(c), as applicable, have been satisfied) and (y) the time of delivery of
such Security to


 


28

















 


the
Paying Agent by the Holder thereof in the manner required by Section 3.07(a) or
Section 3.08(c), as applicable. Securities in respect of which a Purchase
Notice or Change in Control Purchase Notice has been given by the Holder
thereof may not be converted pursuant to Article 10 hereof on or after the date
of the delivery of such Purchase Notice or Change in Control Purchase Notice
unless such Purchase Notice or Change in Control Purchase Notice has first been
validly withdrawn as specified in the following two paragraphs.


 


A Purchase Notice or Change in Control Purchase
Notice may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent in accordance with the Purchase Notice or Change
in Control Purchase Notice, as the case may be, at any time prior to the close
of business on the last day prior to the Purchase Date or the Change in Control
Purchase Date, as the case may be, specifying:


 


(a)       the certificate number of the Security in
respect of which such notice of withdrawal is being submitted or the
appropriate Depositary procedures if Certificated Securities have been issued,


 


(b)      the principal amount of the Security with
respect to which such notice of withdrawal is being submitted, and


 


(c)       the principal amount, if any, of such
Security which remains subject to the original Purchase Notice or Change in
Control Purchase Notice, as the case may be, and which has been or will be
delivered for purchase by the Company.


 


Section 3.10.  Deposit of Purchase Price or Change in
Control Purchase Price.  Prior
to 10:00 a.m. New York City time on the Purchase Date or the Change in Control
Purchase Date, as the case may be, the Company shall deposit with the Trustee
or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 2.05) an amount of cash (in immediately available funds
if deposited on such Business Day), sufficient to pay the aggregate Purchase
Price or Change in Control Purchase Price, as the case may be, of all the
Securities or portions thereof which are to be purchased as of the Purchase
Date or Change in Control Purchase Date, as the case may be.


 


Section 3.11.  Securities Purchased in Part.  Any Certificated Security which is
to be purchased only in part shall be surrendered at the office of the Paying
Agent (with, if the Company or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service
charge, a new Security or Securities, of any authorized denomination as requested
by such Holder in aggregate principal amount at maturity equal to, and in
exchange for,


 


29

















 


the
portion of the principal amount at maturity of the Security so surrendered
which is not purchased.


 


Section 3.12.  Covenant to Comply with Securities Laws Upon
Purchase of Securities.  When
complying with the provisions of Section 3.07 or 3.08 hereof (provided that
such offer or purchase constitutes an “issuer tender offer” for purposes of
Rule 13e-4 (which term, as used herein, includes any successor provision
thereto) under the Exchange Act at the time of such offer or purchase), the
Company shall (a) comply with Rule 13e- 4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, (b) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (c) otherwise
comply with any applicable Federal and state securities laws so as to permit
the rights and obligations under Sections 3.07 and 3.08 to be exercised in the
time and in the manner specified in Sections 3.07 and 3.08.


 


Section 3.13.  Repayment to the Company.  The Trustee and the Paying Agent
shall return to the Company any cash that remain unclaimed as provided in
Paragraph 13 of the Securities, held by them for the payment of the Purchase
Price or Change in Control Purchase Price, as the case may be; provided, however, that to the extent that
the aggregate amount of cash deposited by the Company pursuant to Section 3.11
exceeds the aggregate Purchase Price or Change in Control Purchase Price, as
the case may be, of the Securities or portions thereof which the Company is
obligated to purchase as of the Purchase Date or Change in Control Purchase
Date, as the case may be, then, unless otherwise agreed in writing with the
Company, promptly after the Business Day following the Purchase Date or Change
in Control Purchase Date, as the case may be, the Trustee shall return any such
excess to the Company.


 


ARTICLE 4

COVENANTS


 


Section 4.01.  Payment of Securities.  The Company shall promptly make
all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts of cash
or shares of Common Stock to be given to the Trustee or Paying Agent, shall be
deposited with the Trustee or Paying Agent by 10:00 a.m. New York City time by
the Company on the required date. The Company may, at its option, make payments
in respect of the Securities by check mailed to a Holder’s registered address
or, with respect to global Securities, by wire transfer. The Company shall make
any required interest payments to the Person in whose name each Security is
registered at the close of business on the record date for such interest
payment. Principal amount, Accreted Value plus accrued interest, if any,
Redemption Price, Purchase Price, Change in Control Purchase Price and cash
interest, if any, shall be considered paid on the applicable date due if on
such date (or, in the case of a Purchase Price or Change in Control Purchase
Price, on the Business Day


 


30

















 


following
the applicable Purchase Date or Change in Control Purchase Date, as the case
may be) the Trustee or the Paying Agent holds, in accordance with this
Indenture, cash sufficient to pay all such amounts then due.


 


Section 4.02.  SEC and Other Reports.  The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any
time no longer subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, it shall continue to provide the Trustee with annual and
quarterly reports containing substantially the same information as would have
been required to be filed with the SEC had the Company continued to have been
subject to such reporting requirements. In such event, such annual and
quarterly reports shall be provided at the times the Company would have been
required to provide reports had it continued to have been subject to such
reporting requirements. The Company also shall comply with the other provisions
of TIA Section 314(a). 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 conclusively on Officers’ Certificates).


 


Section 4.03.  Compliance Certificate.  The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers’ Certificate, stating whether or not to the best knowledge of the
signers thereof, the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder) and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


 


Section 4.04.  Further Instruments and Acts.  Upon request of the Trustee or as
necessary, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.


 


Section 4.05.  Maintenance of Office or Agency.  The Company will maintain in the
United States of America, an office or agency of the Trustee, Registrar, Paying
Agent and Conversion Agent where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer, exchange,
purchase, redemption or conversion and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The
office of The Bank of New York Trust Company,


 


31

















 


N.A.,
at 700 South Flower Street, Suite 500, Los Angeles, California 90017
(Attention: Corporate Finance Unit), shall initially be such office or agency
for all of the aforesaid purposes. The Company shall give prompt written notice
to the Trustee of the location, and of any change in the location, of any such
office or agency (other than a change in the location of the Corporate Trust
Office of the Trustee). If at any time the Company 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 11.02.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the United States of
America, for such purposes.


 


Section 4.06.  Notification of Upward Interest
Adjustment.  The Company shall
notify the Trustee upon the occurrence of an Upward Interest Adjustment as contemplated
by the form of Security attached hereto as Exhibit A and of the effect that
such Upward Interest Adjustment has upon transfers permitted by Section 2.07.
Unless and until the Trustee receives such certificate, the Trustee may assume
without inquiry that no Upward Interest Adjustment has occurred or is required
to have occurred.


 


ARTICLE 5

SUCCESSOR CORPORATION


 


Section 5.01.  When Company May Merge or Transfer
Assets.  The Company shall not
consolidate with or merge with or into any other Person or convey, transfer,
sell or lease its properties and assets substantially as an entirety to any
Person, permit any Person to consolidate with or merge into the Company,
unless:


 


(a)       either
(i) the Company shall be the surviving Person or (ii) the surviving Person (if
other than the Company) formed by such consolidation or into which the Company
is merged or the Person which acquires by conveyance, transfer or lease the
properties and assets of the Company substantially as an entirety (A) shall be
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia and (B) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all of the obligations of the Company
under the Securities and this Indenture;


 


32

















 


(b)      immediately
after giving effect to such transaction, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of Default,
shall have occurred and be continuing; and


 


(c)       the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that such consolidation, merger, conveyance, transfer, sale or lease and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, comply with this Article 5 and that all conditions
precedent herein provided for relating to such transaction have been satisfied.


 


The successor Person formed by such consolidation
or into which the Company is merged or the successor Person to which such
conveyance, transfer, sale or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein; and thereafter, except in the case of a lease and obligations
the Company may have under a supplemental indenture pursuant to Section 10.15,
the Company shall be discharged from all obligations and covenants under this
Indenture and the Securities. Subject to Section 9.06, the Company, the Trustee
and the successor Person shall enter into a supplemental indenture to evidence
the succession and substitution of such successor Person and such discharge and
release of the Company.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01.  Events of Default.  The following events shall be
“Events of Default”:


 


(i)            the Company defaults in any payment
of cash interest due and payable on the Securities (after any Upward Interest
Adjustment or any election by the Company to pay cash interest following a Tax
Event), and such default continues for a period of 30 days;


 


(ii)           the Company defaults in the payment
of all or any part of the principal of, or premium, if any, on the Securities
and accrued cash interest (after an Upward Interest Adjustment or following an
election to pay cash interest after a Tax Event) when the same becomes due and
payable at its Stated Maturity, upon acceleration, redemption, optional
redemption, required repurchase or otherwise;


 


(iii)          the Company fails to comply with any
covenant or agreement in the Securities or in this Indenture (other than a
failure that is the subject of the foregoing clauses (i) or (ii)) and such
failure continues for 60 days after receipt by the Company of a Notice of
Default;


 


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(iv)          a default by the Company or any
Significant Subsidiary under any Indebtedness (other than the Securities) having
an outstanding principal amount of $50,000,000 (or its foreign currency
equivalent), after the applicable grace period, which results in acceleration
of the maturity of such Indebtedness, unless such declaration has been
rescinded within 30 days;


 


(v)           a default by the Company or any
Significant Subsidiary in the payment of principal or premium at final maturity
under any other instruments of indebtedness, which default is in an aggregate
principal amount exceeding $50,000,000 and continues unremedied and unwaived
for more than 30 business days after the expiration of any grace period or
extension of the time for payments applicable thereto;


 


(vi)          the Company or any Significant
Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(A)        commences a voluntary case;


 


(B)         consents to the entry of an order for
relief against it in an involuntary case;


 


(C)         consents to the appointment of a
Custodian of it or for any substantial part of its property; or


 


(D)        makes a general assignment for the
benefit of its creditors; or takes any comparable action under any foreign laws
relating to insolvency; or


 


(vii)                          a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)        is for relief against the Company or any
Significant Subsidiary in an involuntary case;


 


(B)         appoints a Custodian of the Company or
any Significant Subsidiary or for any substantial part of its property;


 


(C)         orders the winding up or liquidation of
the Company or any Significant Subsidiary; or


 


(D)        grants any similar relief under any
foreign laws; and in each such case the order or decree remains unstayed and in
effect for 60 days.


 


The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected


 


34

















 


by operation
of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body.


 


The term “Bankruptcy Law” means Title 11,
United States Code, or any similar Federal or state law for the relief of
debtors. The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.


 


A Default under clause (iii) is not an Event
of Default until the Trustee or the Holders of at least 25% in aggregate
principal amount at maturity of the Securities then outstanding notify the
Company (and in the case of such notice by Holders, the Trustee) of the Default
and the Company does not cure such Default within the time specified after
receipt of such notice. Such notice must specify the Default, demand that it be
remedied and state that such notice is a “Notice of Default”.


 


The Company shall deliver to the Trustee,
within 30 days after the occurrence thereof, written notice in the form of an
Officers’ Certificate of any Event of Default and any event that with the
giving of notice or the lapse of time would become an Event of Default, its
status and what action the Company is taking or proposes to take with respect
thereto.


 


Section 6.02.  Acceleration. 
If an Event of Default (other than an Event of Default
specified in Sections 6.01(vi) or 6.01(vii) with respect to the Company) occurs
and is continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in aggregate principal amount at maturity of the Securities then
outstanding by notice to the Company and the Trustee, may declare the Accreted
Value plus accrued and unpaid cash interest, if any, on all the Securities to
be immediately due and payable. Upon such a declaration, such accelerated
amount shall be due and payable immediately. If an Event of Default specified
in Sections 6.01(vi) or 6.01(vii) with respect to the Company occurs and is continuing,
the Accreted Value plus accrued and unpaid cash interest, if any, on all the
Securities shall, automatically and without any action by the Trustee or any
Holder, become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Securityholders. The Holders of a
majority in aggregate principal amount at maturity of the Securities at the
time outstanding by notice to the Trustee and the Company and without notice to
any other Securityholder may rescind any declaration of acceleration if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of the Accreted
Value plus accrued and cash unpaid interest, if any, that have become due
solely as a result of acceleration. 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 to collect the
payment of the Accreted Value plus accrued and unpaid cash interest, if any, on
the


 


35

















 


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 the
Securities 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.


 


Section 6.04.  Waiver of Past Defaults.  The Holders of a majority in
aggregate principal amount at maturity of the Securities at the time
outstanding by notice to the Trustee and without notice to any other
Securityholder may waive an existing Default and its consequences except (a) an
Event of Default described in Section 6.01(i), (b) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each
Securityholder or (c)  a Default which
constitutes a failure to convert any Security in accordance with the terms of
Article 10. When a Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right.


 


Section 6.05.  Control by Majority.  The Holders of a majority in
aggregate principal amount at maturity of the Securities at the time
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section
7.01, that the Trustee determines is prejudicial to the rights of other
Securityholders or would potentially involve the Trustee in personal liability;
provided, however, that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any action hereunder, the Trustee shall be
entitled to reasonable indemnification against all losses and expenses caused
by taking or not taking such action.


 


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


 


(a)       such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default;


 


(b)      the Holders of at least 25% in aggregate
principal amount at maturity of the Securities at the time outstanding make a
written request, and such Holder of or Holders shall have offered reasonable
indemnity satisfactory, to the Trustee to pursue such proceeding as trustee;
and


 


(c)       the Trustee has failed to institute such
proceeding and has not received from the Holders of at least a majority in
aggregate principal amount at maturity of the Securities at the time outstanding
a direction


 


36

















 


inconsistent with such request, within 60
days after such notice, request and offer.


 


A Securityholder may not use this Indenture
to prejudice the rights of any other Securityholder or to obtain a preference
or priority over any 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 the
Accreted Value, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, in respect of the Securities held by such Holder, on
or after the respective due dates expressed in such Holder’s Securities or any
Redemption Date, and to convert the Securities in accordance with Article 10,
or to bring suit for the enforcement of any such payment on or after such
respective dates or the right to convert, shall not be impaired or affected
without the consent of such Holder.


 


Section 6.08.  Collection Suit by Trustee.  If an Event of Default specified
in Section 6.01(i) or 6.01(ii) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.


 


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 and the Securityholders allowed in any
judicial proceedings relative to the Company, its creditors or its property
and, unless prohibited by law or applicable regulations, may vote on behalf of
the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.


 


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


 


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


 


SECOND: 
to Securityholders for amounts due and unpaid on the Securities for the
Accreted Value, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, as the case may be, ratably, without preference or
priority of any kind, according to such amounts due and payable on the Securities;
and


 


37

















 


THIRD: 
the balance, if any, to the Company.


 


The Trustee may fix a record date and payment
date for any payment to Securityholders pursuant to this Section 6.10. At least
15 days before such record date, the Company shall mail to each Securityholder
and the Trustee a notice that states the record date, the payment date and the
amount to be paid.


 


Section 6.11.  Undertaking for Costs.  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 by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in aggregate principal amount at maturity of the
Securities at the time outstanding.


 


Section 6.12.  Waiver of Stay, Extension or Usury Laws.  The Company (to the extent it may
lawfully do so) shall not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and shall not hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law had been enacted.


 


ARTICLE 7

TRUSTEE


 


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


 


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


 


(i)    the Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and


 


(ii)   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


 


38

















 


the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture.


 


(c)                    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:


 


(i)             this
paragraph does not limit the effect of Paragraph (b) of this Section 7.01;


 


(ii)          the
Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


(iii)       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 6.05.


 


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


 


(e)                    The Trustee shall not be liable for
interest on any money received by it.


 


(f)                      Money or Common Stock held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.


 


(g)                   No provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers.


 


(h)                   Every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section and to
the provisions of the TIA and the provisions of this Article 7 shall apply
to the Trustee in its role as Registrar and Paying Agent.


 


(i)                       The Trustee shall not be deemed
to have notice of a Default or an Event of Default unless (i)  a Trust
Officer of the Trustee has received written notice thereof from the Company or
any Holder or (ii) a Trust Officer shall have actual knowledge thereof.


 


Section 7.02. Rights of
Trustee. (a) The Trustee may conclusively rely 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. The Trustee may, however, in its discretion 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 to examine the books, records and premises of the Company,
personally


 


39

















 


or by agent or attorney at the expense of the
Company and shall incur no liability of any kind by reason of such inquiry or
investigation.


 


(b)                   Before the Trustee acts or refrains
from acting, it may require an Officers’ Certificate or an Opinion of
Counsel. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on the Officers’ Certificate or Opinion of
Counsel.


 


(c)                    The Trustee may act through
agents, attorneys or custodians and shall not be responsible for the misconduct
or negligence of any agent, attorney or custodian appointed with due care.


 


(d)                   The Trustee shall not be liable for
any action it takes or omits to take in good faith that it believes to be
authorized or within its rights or powers; provided, however,
that the Trustee’s conduct does not constitute willful misconduct or
negligence.


 


(e)                    The Trustee may consult with
counsel of its own selection, and the advice or opinion of counsel with respect
to legal matters relating to this Indenture and the Securities shall be full
and complete authorization and protection from liability in respect to any
action taken, omitted or suffered by it here under in good faith and in
accordance with the advice or opinion of such counsel.


 


(f)                      The permissive rights of the
Trustee to do things enumerated in this Indenture shall not be construed as a
duty unless so specified herein.


 


(g)                   the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;


 


(h)                   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 each agent, custodian and
other Person employed to act hereunder;


 


(i)                       the Trustee may request
that the Company 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; and


 


40

















 


(j)                       in no event shall the Trustee be
responsible or liable for special, indirect, or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


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 Company or its Affiliates with the same rights it would have if
it were not Trustee. Any Paying Agent, Registrar, Conversion Agent, Reset Rate
Agent or co-registrar 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, priority or adequacy of this Indenture or
the Securities, it shall not be accountable for the Company’s use of the
proceeds from the Securities, and it shall not be responsible for any statement
of the Company in this Indenture or in any document issued in connection with
the sale of the Securities or in the Securities other than the Trustee’s
certificate of authentication.


 


Section 7.05. Notice of
Defaults. If a Default or Event of Default occurs and is continuing
and if it is actually known to a Trust Officer of the Trustee, the Trustee
shall mail to each Securityholder notice of the Default or Event of Default
within 90 days after it is known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default described in Section 6.01(i) or
6.01(ii), the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders. The second sentence of this Section 7.05
shall be in lieu of the proviso to Section 315(b) of the TIA and such
proviso is hereby expressly excluded from this Indenture, as permitted by the
TIA. The Trustee shall not be deemed to have knowledge of a Default unless a
Trust Officer of the Trustee has received written notice of such Default.


 


Section 7.06. Reports by
Trustee to Holders. As promptly as practicable after each May 15
beginning with May 15, 2007, and in any event prior to July 15 in
each year, the Trustee shall mail to each Securityholder a brief report dated
as of December 31 each year that complies with TIA Section 313(a), if
and to the extent required by such subsection. The Trustee shall also comply
with TIA Section 313(b).


 


A copy of each
report at the time of its mailing to Securityholders shall be filed with the
SEC and each stock exchange (if any) on which the Securities are listed. The
Company agrees to notify promptly the Trustee whenever the Securities become
listed on any stock exchange and of any delisting thereof.


 


Section 7.07. Compensation
and Indemnity. The Company shall pay to the Trustee from time to
time such compensation as shall be agreed upon from


 


41

















 


time to time in writing for its services. The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and
experts. The Company shall fully indemnify the Trustee against any and all
loss, liability, claim, damage or expense (including reasonable attorneys’ fees
and expenses) incurred by it in connection with the acceptance and
administration of this trust and the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim (whether
asserted by the Company, any Holder or any other Person). The Trustee shall
notify the Company promptly of any claim of which a Trust Officer has received
written notice for which it may seek indemnity. Failure by the Trustee to
so notify the Company of any claim for which it may seek indemnity of
which a Trust Officer has actually received written notice shall not relieve
the Company of its obligations hereunder except to the extent such failure
shall have materially prejudiced the Company. The Company shall defend the
claim and the Trustee shall cooperate in the defense. If the Trustee is advised
by counsel in writing that it may have available to it defenses which are
in conflict with the defenses available to the Company, then the Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not reimburse any expense or indemnify against
any loss, liability or expense incurred by the Trustee through the Trustee’s
own willful misconduct or negligence. The Company need not pay for any
settlement made by the Trustee without the Company’s consent, such consent not
to be unreasonably withheld. All indemnifications and releases from liability
granted hereunder to the Trustee shall extend to its officers, directors,
employees, agents, attorneys, custodians, successors and assigns.


 


To secure the
Company’s payment obligations in this Section 7.07, the Trustee shall have
a lien prior to the Securities on all money or property held or collected by
the Trustee other than money or property held in trust to pay principal of and
interest on particular Securities.


 


The Company’s
payment obligations pursuant to this Section shall survive the resignation
or removal of the Trustee and the discharge of this Indenture. When the Trustee
incurs expenses after the occurrence of a Default specified in Section 6.01(vi) or
6.01(vii) with respect to the Company, the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.


 


Section 7.08. Replacement
of Trustee. The Trustee may resign at any time by so notifying
the Company and applicable Gaming Authorities at least 30 days prior to the
proposed resignation. The Holders of a majority in aggregate principal amount
at maturity of the Securities then outstanding may remove the Trustee by
so notifying the Trustee. The Company shall remove the Trustee if:


 


42

















 


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


 


(b)                                 the Trustee is
adjudged bankrupt or insolvent;


 


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


 


(d)                                 the Trustee otherwise
becomes incapable of acting; or


 


(e)                                  the Trustee becomes
disqualified or is found unsuitable under any applicable Gaming Law, or the
Trustee’s relationship with the Company may, in the Company’s discretion,
jeopardize any material Gaming License or franchise or right or approval
granted thereto.


 


If the Trustee
resigns, is removed by the Company or by the Holders of a majority in aggregate
principal amount at maturity of the Securities then outstanding, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee.


 


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to Securityholders. The retiring
Trustee shall upon payment of all of its costs and the costs of its agents and
counsel promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.07.


 


If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee or the Holders of 10% in aggregate
principal amount at maturity of the Securities then outstanding may petition
at the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee.


 


If the Trustee
fails to comply with Section 7.10, any Securityholder who has been a bona
fide Holder of a Security for at least six months may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.


 


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


 


Section 7.09. Successor
Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust
business or assets to, another corporation or banking association, the
resulting,


 


43

















 


surviving or transferee corporation or
banking association without any further act shall be the successor Trustee.


 


In case at the
time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the
Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Securities so authenticated; and in case
at that time any of the Securities shall not have been authenticated, any such
successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force
which it is anywhere in the Securities or in this Indenture provided that the
certificate of the Trustee shall have.


 


Section 7.10. Eligibility;
Disqualification. The Trustee shall at all times satisfy the
requirements of TIA Section 310(a). The Trustee shall have (or, in the
case of a corporation 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 (or its related bank holding company’s) most
recent published annual report of condition. The Trustee shall comply with TIA Section 310(b),
subject to the penultimate paragraph thereof; provided,
however, that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.


 


Section 7.11. Preferential
Collection of Claims Against Company. The Trustee shall comply with
TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).
A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to
the extent indicated therein.


 


Section 7.12. Trustee’s
Application for Instructions from the Company. Any application by
the Trustee for written instructions from the Company may, at the option of the
Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action
shall be taken or such omission shall be effective. The Trustee shall not be
liable to the Company for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of any omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


 


44

















 


Section 7.13. Reports by
Trustee to Gaming Authorities. (a) The Trustee shall promptly
report the names of all Holders of the Securities to any Gaming Authorities
upon request of such Gaming Authorities or the Company. The Trustee shall
provide to any Gaming Authorities upon request of such Gaming Authorities or the
Company, copies of all written communications from the Trustee to all Holders,
notice of any Default, notice of any transfer or assignment of the Trustee’s
rights under this Indenture, any amendment to this Indenture or the Securities
and notice of any recession, annulment or waiver in respect of an Event of
Default under this Indenture.


 


(b)                   The Trustee shall cooperate with the
Company in providing information relating to the Securities or the Holders to
any Gaming Authority pursuant to applicable Gaming Laws.


 


ARTICLE 8

DISCHARGE OF INDENTURE


 


Section 8.01. Discharge
of Liability on Securities. When (a) the Company delivers to
the Trustee all outstanding Securities (other than Securities replaced pursuant
to Section 2.08) for cancellation or (b) all outstanding Securities
have become due and payable, and the Company irrevocably deposits with the
Trustee cash sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.08), and
if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 7.07, cease to be
of further effect. The Trustee shall acknowledge satisfaction and discharge of
this Indenture with respect to the Securities on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Company.


 


Section 8.02. Repayment
to the Company. The Trustee and the Paying Agent shall promptly turn
over to the Company upon request any excess money or securities held by them at
any time.


 


Subject to any
applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon request any money held by them for the payment of principal
or interest that remains unclaimed for two years, and, thereafter,
Securityholders entitled to the money must look to the Company for payment as
general creditors.


 


45

















 


ARTICLE 9

AMENDMENTS


 


Section 9.01. Without
Consent of Holders. The Company and the Trustee may amend or
supplement this Indenture or the Securities without the consent of any
Securityholder so long as such changes, other than those in clause (b), do not
materially and adversely affect the interests of the Securityholders:


 


(a)                                  to cure any
ambiguity, omission, defect or inconsistency;


 


(b)                                 to comply with Article 5;


 


(c)                                  to provide for
uncertificated Securities in addition to or in place of certificated
Securities; provided, however, that the
uncertificated Securities are issued in registered form for purposes of Section 163(f) of
the Code or in a manner such that the uncertificated Securities are described
in Section 163(f)(2)(B) of the Code;


 


(d)                                 to provide any
security for or guarantee of the Securities;


 


(e)                                  to comply with any
requirements to effect or maintain the qualification of this Indenture under
the TIA;


 


(f)                                    to make any change
that does not adversely affect any outstanding Securities in any material
respect;


 


(g)                                 to add Events of
Default with respect to the Securities; or


 


(h)                                 to add to the Company’s
covenants for the benefit of the Securityholders or to surrender any right or
power conferred upon the Company by this Indenture;


 


(i)                                     to make any change
necessary to comply with the TIA, or any amendment thereto, or to comply with
any requirement of the SEC in connection with the qualification of the
Indenture under the TIA; or


 


(j)                                     to add
circumstances under which the Company will pay additional cash interest on the
Securities.


 


After an
amendment under this Section 9.01 becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all such Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section.


 


Section 9.02. With
Consent of Holders. With the written consent of the Holders of at
least a majority in aggregate principal amount at maturity of the Securities at
the time outstanding, the Company and the Trustee may amend or


 


46

















 


supplement this Indenture or the Securities.
However, without the consent of each Securityholder affected, an amendment to
this Indenture or the Securities may not:


 


(a)                                  reduce the rate of
accrual of interest referred to in Paragraph 1 of the Securities or change the
time for payment of interest thereon;


 


(b)                                 reduce the principal
amount at maturity or the Accreted Value of or extend the Stated Maturity of
any Security;


 


(c)                                  reduce the
calculation of the value of the Common Stock to which reference is made in
determining whether an Upward Interest Adjustment will be made on the
Securities, or change the method by which this value is calculated;


 


(d)                                 reduce the Redemption
Price, Purchase Price or Change in Control Purchase Price of any Security or
change the time at which the Securities may be redeemed or repurchased;


 


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


 


(f)                                    make any payments
on the Securities payable in currency other than as stated in the Security;


 


(g)                                 make any change in the
percentage of principal amount at maturity of Securities necessary to waive
compliance with the provisions of Section 6.04 or this Section 9.02,
except to increase any percentage set forth therein;


 


(h)                                 make any change that
in the good faith judgment of the Company’s Board of Directors and the Trustee
adversely affects the right to convert any Security in accordance with the
terms thereof and this Indenture;


 


(i)                                     impair a Holder’s
right to institute suit for the enforcement of any payment on the Securities or
any Subsidiary Guarantee; or


 


(j)                                     waive a continuing
default or Event of Default regarding any payment on the Securities.


 


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, but it shall be
sufficient if such consent approves the substance thereof.


 


After an
amendment under this Section 9.02 becomes effective, the Company shall
mail to each Holder a notice briefly describing the amendment.


 


Section 9.03. Compliance
with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall comply with the TIA.


 


47

















 


Section 9.04. Revocation
and Effect of Consents, Waivers and Actions. A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of that Security or portion of the Security that evidences
the same debt as the consenting Holder’s Security, even if notation of the
consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder’s
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.


 


The Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the Securityholders entitled to give their consent or take any
other action described above or required or permitted to be taken pursuant to
this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Securityholders at such record date
(or their duly designated proxies), and only those Persons, shall be entitled
to give such consent or to revoke any consent previously given or to take any
such action, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date.


 


Section 9.05. Notation
on or Exchange of Securities. Securities authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities so modified as to conform, in
the opinion of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and authenticated
and delivered by the Trustee in exchange for outstanding Securities.


 


Section 9.06. Trustee to
Sign Supplemental Indentures. The Trustee shall sign any
supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign such
supplemental indenture. In signing such supplemental indenture the Trustee
shall be provided with, and (subject to the provisions of Section 7.01)
shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.


 


Section 9.07. Effect of
Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


48

















 


ARTICLE 10

CONVERSIONS


 


Section 10.01. Conversion
Privilege and Consideration. (a) A Holder of a Security may convert
such Security into cash and shares, if any, of Common Stock at any time during
the period stated in Paragraph 8 of the Securities. The
“Conversion Rate” shall be
that identified as such in Paragraph 8 of the Securities, subject to adjustment
as herein set forth. The Company shall notify the Trustee of the date on which
the Securities first become convertible, which certificate shall set forth the
calculations on which such determination was made. Unless and until the Trustee
receives such certificate, the Trustee may assume without inquiry that the
Securities are not convertible.


 


Whenever the
Securities shall become convertible pursuant to this Error! Reference source not found. and Paragraph 8 of the
Securities, the Company or, at the Company’s request, the Trustee in the name
and at the expense of the Company, shall promptly notify the Holders of the
event triggering such convertibility in the manner provided in Error! Reference source not found., and the
Company shall also promptly disseminate a press release through Dow Jones &
Company, Inc. or Bloomberg Business News and publish such information on
the Company’s Website or through another public medium the Company may use
at that time. Any notice so given shall be conclusively presumed to have been
duly given, whether or not the Holder receives such notice.


 


A Holder may convert a portion of the principal amount at maturity
of a Security if the portion converted is in a $1,000 principal amount or an
integral multiple of $1,000. Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of a portion of a
Security.


 


“Time of Determination” means the time and date of the
earlier of (i) the determination of stockholders entitled to receive
rights, warrants or options or a distribution, in each case, to which Section 10.07
or 10.08 applies and (ii) the time (“Ex-Dividend Time”)
immediately prior to the commencement of “ex-dividend” trading for such rights,
warrants or options or distribution on the NYSE or such other U.S. national or regional
exchange or market on which the shares of Common Stock are then listed or
quoted.


 


(b)                   Subject to Section 10.01(a), a
Holder upon conversion will receive, in respect of each $1,000 initial
principal amount at maturity of Securities, cash in an amount (the “Principal Return”) equal to the lesser of (1) the
Accreted Value on the Conversion Date of each Security or (2) the
Conversion Value; and a number of shares of Common Stock (the “Net Share Amount”) equal to the sum of the Daily Share
Amounts for each of the ten consecutive trading days in the Applicable
Conversion Reference Period; provided, however, that the Company will pay cash
in lieu of fractional shares otherwise issuable upon conversion of the
Securities.


 


49

















 


The “Applicable Conversion Reference Period”
means:


 


(1)                                  for
Securities that are converted after the Company has specified a Redemption
Date, the ten consecutive trading days beginning on the second trading day
following the Redemption Date (in the case of a partial redemption, this clause
applies only to those Securities which would be actually redeemed); or


 


(2)                                  in
all other cases, the ten consecutive trading days beginning on the second
trading day following the Conversion Date.


 


The “Conversion Value” is equal to (1) the
applicable Conversion Rate, multiplied by (2) the average of the Closing
Sale Prices of Common Stock on each of the ten consecutive trading days in the
Applicable Conversion Reference Period.


 


The “Daily Share Amount” for each day
in the Applicable Conversion Reference Period is equal to the greater of:


 


(1)                                  zero;
or


 


(2)                                  a
number of shares determined by the following formula:


 


	
  (Closing Sale Price of the Common Stock on that
  trading day x applicable Conversion Rate) —

  Accreted Value on the Conversion Date

  
	
  10 x Closing Sale Price of the Common Stock on that
  trading day

  



 


(c)                    If a Holder tenders Securities for
conversion and the Conversion Value is being determined at a time when the
Securities are convertible into other property (the “Exchange
Property”) in addition to, or in lieu of, Common Stock, the
Conversion Value of each Security and the Daily Share Amount shall be
determined based on the value thereof during the Applicable Conversion
Reference Period. For the purposes of this Section, the “Closing Sale Price of
the Common Stock” shall be deemed to equal the sum of (A) the Closing Sale
Price of a share of Common Stock (to the extent the Securities are still
convertible into Common Stock), (B) 100% of the value of any Exchange
Property consisting of cash received per share of Common Stock, (C) the
Closing Sale Price of any Exchange Property received per share of Common Stock
consisting of securities that are traded on a U.S. national securities exchange
or approved for quotation on the National Association of Securities Dealers
Automated Quotation System and (D) the fair market value of any other
Exchange Property received per share, as determined by three independent
nationally recognized investment banks selected by the Company for this
purpose.


 


(d)                   Settlement (in cash and/or shares)
will occur on the third Business Day following the final day of such Applicable
Conversion Reference Period. Any amount of the Net Share Amount to be delivered
shall be paid in Exchange Property in addition to or in lieu of shares of
Common Stock to the extent


 


50

















 


Securities are convertible into Exchange Property at such time in
addition to or in lieu of shares of Common Stock. If the Securities are
convertible into more than one kind of property, the amount of each kind to be
delivered in respect of the Net Share Amount shall be in the proportion that
the value (as calculated pursuant to Section 10.01(c)) of such kind bears
to the value of all such Exchange Property and/or Common Stock. If the
foregoing calculations would require the Company to deliver a fractional share
or unit of Exchange Property to a Holder of Securities being converted, the
Company shall deliver cash in lieu of such fractional share or unit based on
the value of the Exchange Property.


 


Section 10.02. Conversion
Procedure. To convert a Security a Holder must satisfy the
requirements in Paragraph 8 of the Securities. The first Business Day on which
the Holder satisfies all those requirements and delivers an irrevocable
conversion notice together with such Holder’s Securities for conversion is the
conversion date (the “Conversion Date”).


 


As soon as
practicable after the Conversion Date, the Company shall deliver to the Holder,
through the Conversion Agent, cash and a certificate for the number of full
shares, if any, of Common Stock issuable upon the conversion or exchange and
additional cash in lieu of any fractional share determined pursuant to Section 10.03.
The Person in whose name the certificate is registered shall be treated as a
shareholder of record as of the close of business on the Conversion Date. Upon
conversion of a Security in its entirety, such Person shall no longer be a
Holder of such Security.


 


No payment or adjustment
will be made for dividends on, or other distributions with respect to, any
shares of Common Stock except as provided in this Article 10. On
conversion of a Security, that portion of accrued and unpaid cash interest, if
any, through the Conversion Date with respect to the converted Security shall
not be cancelled, extinguished or forfeited, but rather shall be deemed to be
paid in full to the Holder thereof through delivery of cash and the shares, if
any, of Common Stock (together with the cash payment, if any, in lieu of
fractional shares) for the Security being converted pursuant to the provisions
hereof; and the fair market value of cash and shares, if any, of Common Stock
(together with any such cash payment in lieu of fractional shares) shall be
treated as issued, to the extent thereof, first in exchange for accrued and
unpaid cash interest, if any, through the Conversion Date, and the balance, if
any, of such fair market value of cash and such shares, if any, of Common Stock
(and any such cash payment) shall be treated as issued for the Accreted Value
of the Security being converted pursuant to the provisions hereof. The Company
will not adjust the Conversion Rate to account for accrued cash interest, if
any. If the Holder converts more than one Security at the same time, the cash
payment and the number of shares, if any, of Common Stock issuable upon the
conversion shall be based on the total Accreted Value of the Securities
converted.


 


51

















 


If the last
day on which a Security may be converted is a Legal Holiday, the Security may be
surrendered on the next succeeding day that is not a Legal Holiday.


 


Upon surrender
of a Security that is converted in part, the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder, a new Security in an
authorized denomination equal in principal amount at maturity to the
unconverted portion of the Security surrendered.


 


Section 10.03. Fractional
Shares. The Company will not issue fractional shares of Common Stock
upon conversion of a Security. Instead, the Company will pay cash based on the
current market value of the fractional shares. The current market value of a
fractional share shall be determined, to the nearest 1/10,000th of a share, by
multiplying the Closing Sale Price, on the last trading day immediately prior
to the Conversion Date, of a full share by the fractional amount and rounding
the product to the nearest whole cent. Whether fractional shares are issuable
upon a conversion will be determined on the basis of the total number of
Securities that the Holder is then converting into cash and Common Stock, if
any, and the aggregate number of shares, if any, of Common Stock issuable upon
such conversion.


 


Section 10.04. Taxes on
Conversion. If a Holder submits a Security for conversion, the
Company shall pay all stamp and all other duties, if any, which may be
imposed by the United States or any political subdivision thereof or taxing
authority thereof or therein with respect to the issuance of shares, if any, of
Common Stock upon the conversion. However, the Holder shall pay any such tax
which is due because the Holder requests the shares to be issued in a name
other than the Holder’s name. The Conversion Agent may refuse to deliver the
certificates representing the shares, if any, of Common Stock being issued in a
name other than the Holder’s name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder’s name. Nothing herein shall preclude any tax
withholding required by law or regulations.


 


Section 10.05. Company to
Provide Stock. The Company shall, prior to issuance of any
Securities under this Article 10, and from time to time as may be
necessary, reserve out of its authorized but unissued shares of Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities.


 


Any shares of
Common Stock delivered upon conversion of the Securities shall be newly issued
shares or treasury shares, shall be duly and validly issued and fully paid and
nonassessable, and shall be free from preemptive rights and free of any lien or
adverse claim. The Company will endeavor promptly to comply with all federal
and state securities laws regulating the offer and delivery of Common Stock, if
any, upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities


 


52

















 


exchange or in
the over-the-counter market or such other market on which the shares of Common
Stock are then listed or quoted.


 


Section 10.06. Adjustment
for Change in Capital Stock. If, after the Issue Date of the
Securities, the Company, or in the case of (d) below, any Subsidiary of
the Company:


 


(a)                    pays a dividend or makes another
distribution to all holders of the Company’s Common Stock payable exclusively
in shares of Common Stock on the Company’s Common Stock;


 


(b)                   subdivides the outstanding shares of
Common Stock into a greater number of shares;


 


(c)                    combines the outstanding shares of
Common Stock into a smaller number of shares; or


 


(d)                   pays a dividend or makes another
distribution to all holders of the Company’s Common Stock consisting of the Company’s
debt, securities or assets or certain rights to purchase the Company’s
securities (other than shares of Common Stock or rights, warrants or options
referred to in Section 10.07 and dividends or other distributions paid
exclusively in cash),


 


then the
conversion privilege and the Conversion Rate in effect immediately prior to
such action shall be adjusted so that the Holder of a Security thereafter
converted may receive the number of shares of Capital Stock of the Company
which such Holder would have owned immediately following such action if such
Holder had converted the Security immediately prior to such action; provided, however, that no adjustment shall be made pursuant
to clause (d) if all the Holders of the Securities may participate in
such dividend or distribution.


 


The adjustment
shall become effective immediately after the close of business on the Business
Day immediately preceding the Ex-Dividend Time in the case of a dividend,
distribution or subdivision and immediately after the effective date in the
case of a combination or reclassification.


 


If after an
adjustment a Holder of a Security upon conversion of such Security may receive
shares of two or more classes of Capital Stock of the Company, the Conversion
Rate shall thereafter be subject to adjustment upon the occurrence of an action
taken with respect to any such class of Capital Stock as is contemplated
by this Article 10 with respect to the Common Stock, on terms comparable
to those applicable to Common Stock in this Article 10.


 


Section 10.07. Adjustment
for Rights Issue. If after the Issue Date of the Securities, the
Company distributes any rights or warrants to all holders of the Company’s
Common Stock entitling them to purchase, for a period expiring within 60 days,
shares of Common Stock at a price per share less (or having a


 


53

















 


conversion price per share less) than the
then current Market Price as of the Time of Determination (except that no
adjustment will be made if Holders of the Securities may participate in
the distribution on a basis and with the notice that the Company’s Board of
Directors determines to be fair and appropriate), the Conversion Rate shall be
adjusted in accordance with the formula:


 


R¢
= R x                                (O
+ N)           


(O + (N x P)/M)


 


where:


 


R¢
= the adjusted Conversion Rate.


 


R = the
current Conversion Rate.


 


O = the number
of shares of Common Stock outstanding at the close of business on the Business
Day immediately preceding the Ex-Dividend Time for the distribution to which
this Section 10.07 is being applied.


 


N = the number
of additional shares of Common Stock offered pursuant to the distribution.


 


P = the
offering price per share of the additional shares.


 


M = the Market
Price, minus, in the case of (i) a distribution to which Section 10.06(d) applies
or (ii) a distribution to which Section 10.08 applies, for which, in
each case, (x) the record date shall occur on or before the record date for the
distribution to which this Section 10.07 applies and (y) the Ex-Dividend
Time shall occur on or after the date of the Time of Determination for the
distribution to which this Section 10.07 applies, the fair market value
(on the record date for the distribution to which this Section 10.07
applies) of the


 


(a)                    Capital Stock of the Company
distributed in respect of each share of Common Stock in such Section 10.06(d) distribution
and


 


(b)                   the Company’s or debt, securities or
assets or certain rights, warrants or options to purchase securities of the
Company distributed in respect of each share of Common Stock in such Section 10.08
distribution.


 


The Board of
Directors shall determine fair market values for the purposes of this Section 10.07,
except as Section 10.08 otherwise provides in the case of a spin-off.


 


The adjustment
shall become effective immediately after the close of business on the Business
Day immediately preceding the Ex-Dividend Time for the determination of
shareholders entitled to receive the rights, warrants or options to which this Section 10.07
applies. If all of the shares of Common Stock subject to such rights, warrants
or options have not been issued when such rights,


 


54

















 


warrants or
options expire, then the Conversion Rate shall promptly be readjusted to the
Conversion Rate which would then be in effect had the adjustment upon the
issuance of such rights, warrants or options been made on the basis of the
actual number of shares of Common Stock issued upon the exercise of such
rights, warrants or options.


 


No adjustment
shall be made under this Section 10.07 if the application of the formula
stated above in this Section 10.07 would result in a value of R¢
that is equal to or less than the value of R.


 


Section 10.08. Adjustment
for Other Distributions. If, after the Issue Date of the Securities,
the Company distributes to all holders of its Common Stock any of its debt,
securities or assets or any rights, warrants or options to purchase securities
of the Company (including securities or cash, but excluding (a) distributions
of Capital Stock referred to in Section 10.06 and distributions of rights,
warrants or options referred to in Section 10.07 and (b) cash
dividends or other cash distributions unless such cash dividends or other cash
distributions are Extraordinary Cash Dividends) the Conversion Rate shall be
adjusted, subject to the provisions of the last paragraph of this Section 10.08,
in accordance with the formula:


 


	
  R¢
  =

  	
   

  	
  R x M

  
	
   

  	
   

  	
  (M-F)

  



 


where:


 


R¢
= the adjusted Conversion Rate.


 


R = the current
Conversion Rate.


 


M = the Market
Price, minus, in the case of a distribution to which Section 10.06(d) applies,
for which (i) the record date shall occur on or before the record date for
the distribution to which this Section 10.08 applies and (ii) the Ex-Dividend
Time shall occur on or after the date of the Time of Determination for the
distribution to which this Section 10.08 applies, the fair market value
(on the record date for the distribution to which this Section 10.08
applies) of any Capital Stock of the Company distributed in respect of each
share of Common Stock in such Section 10.06(d) distribution.


 


F = the fair
market value (at the close of business on the Business Day immediately
preceding the Ex-Dividend Time for the distribution to which this Section 10.08
applies) of the assets, securities, rights, warrants or options to be
distributed in respect of each share of Common Stock in the distribution to
which this Section 10.08 is being applied (including, in the case of cash
dividends or other cash distributions giving rise to an adjustment, all such
cash distributed concurrently).


 


55

















 


In the event
the Company distributes shares of Capital Stock of a Subsidiary, the Conversion
Rate will be adjusted, if at all, based on the market value of the Subsidiary
stock so distributed relative to the market value of the shares of Common
Stock, as discussed below. The Board of Directors shall determine fair market
values for the purposes of this Section 10.08, except that in respect of a
dividend or other distribution of shares of Capital Stock of any class or
series, or similar equity interests, of or relating to a Subsidiary or other
business unit of the Company (a “Spin-off”), the
fair market value of the securities to be distributed shall equal the average
of the daily Closing Sale Prices of those securities for the five consecutive
trading days commencing on and including the sixth day of trading of those
securities after the effectiveness of the Spin-off. In the event, however, that
an underwritten initial public offering of the securities in the Spin-off
occurs simultaneously with the Spin-off, fair market value of the securities
distributed in the Spin-off shall mean the initial public offering price of
such securities and the Market Price shall mean the Closing Sale Price for the
Common Stock on the same trading day.


 


The adjustment
shall become effective immediately after the close of business on the Business
Day immediately preceding the Ex-Dividend Time for the determination of
shareholders entitled to receive the distribution to which this Section 10.08
applies, except that an adjustment related to a Spin-off shall become effective
at the earlier to occur of (i) 10 trading days after the effective date of
the Spin-off and (ii) the initial public offering of the securities
distributed in the Spin-off.


 


For purposes
of this Section 10.08, the term “Extraordinary Cash Dividend” shall mean
the sum of (i) any cash and the fair market value of any other consideration
payable in respect of any tender offer by the Company or any of its
Subsidiaries for shares of Common Stock consummated within the preceding 12
months not triggering a Conversion Rate adjustment and (ii) all other
all-cash distributions to all or substantially all holders of Common Stock made
within the preceding 12 months not triggering a Conversion Rate adjustment,
exceeds an amount equal to 12.5% of the market capitalization of the Common
Stock on the Business Day immediately preceding the day on which the Company
declares the distribution.


 


If, upon the
date prior to the Ex-Dividend Time with respect to a cash dividend on the
shares of Common Stock, the aggregate amount of such cash dividend together
with the amounts of all other cash dividends or cash distributions gives rise
to an adjustment of the Conversion Rate pursuant to this Section 10.08,
then such cash dividend together with all such other cash dividends or cash
distributions shall, for purposes of applying the formula set forth above in
this Section 10.08, cause the value of “F” to equal (y) the aggregate
amount of such cash dividend together with the amounts of such other cash
dividends or cash distributions within the preceding 12 months, minus (z) the
aggregate amount of all cash dividends or cash distributions within the
preceding 12 months for which a prior adjustment in the Conversion Rate was
previously made.


 


56

















 


In the event
that, with respect to any distribution to which this Section 10.08 would
otherwise apply, the difference “M-F” as defined in the above formula is less
than $1.00 or “F” is equal to or greater than “M”, then the adjustment provided
by this Section 10.08 shall not be made and in lieu thereof the provisions
of Section 10.15 shall apply to such distribution.


 


Section 10.09. Adjustment
for Company Tender Offer.


 


If, after the
Issue Date of the Securities, the Company or any Subsidiary of the Company pays
holders of the shares of Common Stock in respect of a tender or exchange offer,
other than an odd-lot offer, by the Company or any of its Subsidiaries for
shares of Common Stock to the extent that the offer involves aggregate
consideration that, together with (a) any cash and the fair market value
of any other consideration payable in respect of any tender offer by the
Company or any of its Subsidiaries for shares of Common Stock consummated
within the preceding 12 months not triggering a Conversion Rate adjustment and (b) all-cash
distributions to all or substantially all holders of Common Stock made within
the preceding 12 months not triggering a Conversion Rate adjustment in each
case, exceeds an amount equal to 12.5% of the market capitalization of the
shares of Common Stock on the expiration date of the tender offer, the
Conversion Rate shall be increased so that the same shall equal the price
determined by multiplying the Conversion Rate in effect immediately prior to
the effectiveness of the Conversion Rate increase contemplated by this Section 10.09
by a fraction of which the denominator shall be the number of shares of Common
Stock outstanding (including any tendered or exchanged shares) at the last time
tenders of exchanges may be made pursuant to such tender or exchange offer
(the “Expiration Time”) multiplied by the current Market Value per share of
Common Stock on the trading day on the NYSE next succeeding the Expiration Time
and the numerator shall be the sum of (i) the fair market value
(determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged
and not withdrawn as of the Expiration Time (the shares deemed so accepted, up
to any such maximum, being referred to as the “Purchased Shares”) and (ii) the
product of the number of shares of Common Stock (less any Purchased Shares) at
the Expiration Time and the current Market Value per share of Common Stock on
the trading day on the NYSE next succeeding the Expiration Time, such increase
to become effective immediately prior to the opening of business on the day
following the Expiration Time.


 


Section 10.10. When
Adjustment May be Deferred. No adjustment in the Conversion
Rate need be made unless the adjustment would require an increase or decrease
of at least 1% in the Conversion Rate. Any adjustments that are not made shall
be carried forward and taken into account in any subsequent adjustment.


 


57

















 


All
calculations under this Article 10 shall be made to the nearest cent or to
the nearest 1/10,000th of a share, as the case may be.


 


Section 10.11. When No
Adjustment Required. No adjustment need be made as a result of: (a) the
issuance of the rights; (b) the distribution of separate certificates
representing the rights; (c) the exercise or redemption of the rights in
accordance with any rights agreement; or (d) the termination or
invalidation of the rights, in each case, pursuant to any stockholders rights plan
the Company may adopt from time to time:


 


(i)             upon
the issuance of any shares of Common Stock pursuant to any present or future
plan providing for the reinvestment of dividends or interest payable on
securities of the Company and the investment of additional optional amounts in
Common Stock under any plan;


 


(ii)          upon
the issuance of any shares of Common Stock or options or rights to purchase
those shares pursuant to any present or future employee, director or consultant
benefit plan or program of or assumed by the Company or any of its
Subsidiaries; or


 


(iii)       upon
the issuance of any shares of Common Stock pursuant to any option, warrant,
right, or exercisable, exchangeable or convertible security outstanding as of
the date the Securities were first issued.


 


No adjustment
need be made for a transaction referred to in 10.7 or 10.8 if Holders of the
Securities may participate in the transaction on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of
the basis and notice on which holders of Common Stock participate in the
transaction. No adjustment need be made for a transaction referred to in 10.8
above if all Holders of the Securities may participate in the transaction.


 


No adjustment
need be made for a change in the par value or no par value of the shares of
Common Stock.


 


To the extent
the Securities become convertible pursuant to this Article 10 in whole or
in part into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.


 


Section 10.12. Notice of
Adjustment. Whenever the Conversion Rate is adjusted, the Company
shall promptly mail to Holders a notice of the adjustment. The Company shall
file with the Trustee and the Conversion Agent such notice briefly stating the
facts requiring the adjustment and the manner of computing it. The certificate
shall be conclusive evidence that the adjustment is correct. Neither the
Trustee nor any Conversion Agent shall be under any duty or responsibility with
respect to any such certificate except to exhibit the same to any Holder
desiring inspection thereof.


 


58

















 


Section 10.13. Voluntary
Increase. The Company from time to time may increase the
Conversion Rate by any amount at any time for at least 20 days, so long as the
increase is irrevocable during such period. Whenever the Conversion Rate is
increased, the Company shall mail to Securityholders and file with the Trustee
and the Conversion Agent a notice of the increase. The Company shall mail the
notice at least 15 days before the date the increased Conversion Rate takes
effect. The notice shall state the increased Conversion Rate and the period it
will be in effect. A voluntary increase of the Conversion Rate does not change
or adjust the Conversion Rate otherwise in effect for purposes of Section 10.06,
10.07 or 10.08.


 


Section 10.14. Notice of
Certain Transactions. If:


 


(a)                    the Company takes any action that
would require an adjustment in the Conversion Rate pursuant to Section 10.06,
10.07 or 10.08 or 10.09 (unless no adjustment is to occur pursuant to Section 10.11);
or


 


(b)                   the Company takes any action that
would require a supplemental indenture pursuant to Section 10.15; or


 


(c)                    there is a liquidation or
dissolution of the Company;


 


then the
Company shall mail to Holders and file with the Trustee and the Conversion
Agent a notice stating the proposed record date for a dividend, distribution or
subdivision or the proposed effective date of a combination, reclassification,
consolidation, merger, binding share exchange, transfer, liquidation or
dissolution. The Company shall file and mail the notice at least 15 days before
such date. Failure to file or mail the notice or any defect in it shall not
affect the validity of the transaction.


 


Section 10.15. Reorganization
of Company; Special Distributions. If the Company is a party to a
transaction subject to Section 5.01 (other than a sale of all or
substantially all of the assets of the Company in a transaction in which the
holders of Common Stock immediately prior to such transaction do not receive
securities, cash or other assets of the Company or any other Person) or a
merger or binding share exchange which reclassifies or changes its outstanding
shares of Common Stock, the Person obligated to deliver securities, cash or
other assets upon conversion of Securities shall enter into a supplemental
indenture. If the issuer of securities deliverable upon conversion of
Securities is an Affiliate of the successor Company, that issuer shall join in
the supplemental indenture.


 


The
supplemental indenture shall provide that the Conversion Value and Daily Share
Amount will be determined based upon the kind and amount of securities, cash or
other assets which a holder of a number of shares of Common Stock equal to the
Conversion Rate would have received in the consolidation, merger, binding share
exchange or transfer, assuming (to the extent applicable) that such holder was
not a constituent Person or an Affiliate of a constituent


 


59

















 


Person to such
transaction. In the event holders of the Common Stock have the
opportunity to elect the form of consideration to be received in any such
transaction, the Company will make adequate provision whereby the Holders of
the Securities shall have a reasonable opportunity to determine the form of
consideration, into which all of the Securities, treated as a single
class, shall be convertible from and after the effective date of such
transaction (subject to the Company’s ability to settle the conversion
obligation in cash). Any such determination shall be subject to any limitations
to which all of the holders of the Common Stock are subject, such as pro-rata
reductions applicable to any portion of the consideration to be paid and shall
be conducted in such a manner as to be completed by the date which is the
earliest of (a) the deadline for elections to be made by holders of the
Common Stock in connection with such transaction, and (b) two trading days
prior to the anticipated effective date of such event. The Company shall
provide notice of the opportunity to determine the form of such
consideration, as well as notice of the determination made by Holders of the
Securities by issuing a press release and providing a copy of such notice to
the Trustee. The Company will not become a party to any such transaction unless
its terms are consistent with the foregoing. The supplemental indenture
shall provide for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for in this Article 10. The
successor Company shall mail to Securityholders a notice briefly describing the
supplemental indenture.


 


If the Company
makes a distribution to all holders of its Common Stock of any of its assets,
or debt securities or any rights, warrants or options to purchase securities of
the Company that, but for the provisions of the last paragraph of Section 10.08,
would otherwise result in an adjustment in the Conversion Rate pursuant to the
provisions of Section 10.08, then, from and after the record date for
determining the holders of Common Stock entitled to receive the distribution,
the Conversion Value and the Daily Share Amount will be calculated based upon,
in addition to the shares of Common Stock into which the Security is
convertible (before taking into account the net share settlement provisions),
the kind and amount of securities, cash or other assets comprising the
distribution that a holder of a number of shares of Common Stock equal to the
Conversion Rate would have received if such Holder had converted the Security
immediately prior to the record date for determining the holders of Common
Stock entitled to receive the distribution.


 


Section 10.16. Company
Determination Final. Any determination that the Company or the Board
of Directors must make pursuant to Section 10.03, 10.06, 10.07, 10.08,
10.09, 10.10, 10.11, 10.15 or 10.17 is conclusive, absent manifest error.


 


Section 10.17. Trustee’s
Adjustment Disclaimer. The Trustee has no duty to determine when an
adjustment under this Article 10 should be made, how it should be made or
what it should be. The Trustee has no duty to determine whether a supplemental
indenture under Section 10.15 need be entered into or whether any
provisions of any supplemental indenture are correct. The Trustee


 


60

















 


shall not be
accountable for and makes no representation as to the validity or value of any
securities or assets issued upon conversion of Securities. The Trustee shall
not be responsible for the Company’s failure to comply with this Article 10.
Each Conversion Agent shall have the same protection under this Section 10.17
as the Trustee.


 


Section 10.18.  Simultaneous Adjustments.  In the event that this Article 10
requires adjustments to the Conversion Rate under more than one of Sections
10.06(d), 10.07 or 10.08, and the record dates for the distributions giving
rise to such adjustments shall occur on the same date, then such adjustments
shall be made by applying, first, the provisions of Section 10.06, second, the
provisions of Section 10.08 and, third, the provisions of Section 10.07.


 


Section 10.19.  Successive Adjustments.  After an adjustment to the
Conversion Rate under this Article 10, any subsequent event requiring an
adjustment under this Article 10 shall cause an adjustment to the Conversion
Rate as so adjusted.


 


ARTICLE 11

MISCELLANEOUS


 


Section 11.01.  Trust Indenture Act 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.


 


Section 11.02.  Notices. 
Any request, demand, authorization, notice, waiver, consent
or communication shall be in writing and delivered in Person or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:


 


if to the Company:


 


International Game Technology

9295 Prototype Drive

P.O. Box 10580

Reno, NV 89510

Facsimile: (775) 448-0777


 


Attention of:  Chief Financial
Officer


 


if to the Trustee:


 


The Bank of New York Trust Company, N.A.

700 South Flower Street, Suite 500


 


61

















 


Los Angeles, California 90017

Facsimile:  (213) 630-6298


 


Attention: Corporate Finance Unit


 


The Company or the Trustee by notice given to
the other in the manner provided above may designate additional or different
addresses for subsequent notices or communications.


 


Any notice or communication given to a
Securityholder shall be mailed to the Securityholder, by first-class mail,
postage prepaid, at the Securityholder’s address as it appears on the
registration books of the Registrar and shall be deemed sufficiently given 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 received by the addressee.


 


If the Company mails a notice or
communication to the Securityholders, it shall mail a copy to the Trustee and
each Registrar, Paying Agent, Conversion Agent or co-registrar.


 


Section 11.03.  Communication by Holders with Other
Holders.  Securityholders may
communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company,
the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone
else shall have the protection of TIA Section 312(c).


 


Section 11.04.  Certificate and Opinion as to Conditions
Precedent.  Upon any request
or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:


 


(a)       an Officers’ Certificate
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


 


(b)      if required by the
Trustee, an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent (to the extent of legal conclusions) have been
complied with.


 


Section 11.05.  Statements Required in Certificate or
Opinion.  Each Officers’
Certificate or Opinion of Counsel with respect to compliance with a covenant or
condition provided for in this Indenture shall include:


 


(a)       a statement that each
Person making such Officers’ Certificate or Opinion of Counsel has read such
covenant or condition;


 


62

















 


(b)      a brief statement as to
the nature and scope of the examination or investigation upon which the
statements or opinions contained in such Officers’ Certificate or Opinion of
Counsel are based;


 


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


 


(d)      a statement that, in the
opinion of such Person, such covenant or condition has been complied with.


 


Section 11.06.  Separability Clause.  In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 11.07.  Rules by Trustee, Paying Agent, Conversion
Agent, Reset Rate Agent and Registrar.  The
Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, the Conversion Agent, the Paying Agent and the
Reset Rate Agent may make reasonable rules for their functions.


 


Section 11.08.  Legal Holidays.  A “Legal Holiday” is a Saturday, a
Sunday or a day on which banking institutions are not required to be open in
the State of New York. If a payment date is a Legal Holiday, payment shall be
made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal
Holiday, the record date shall not be affected.


 


Section 11.09.  Governing Law.  THIS INDENTURE AND THE SECURITIES
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
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.


 


Section 11.10.  No Recourse Against Others.  A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.


 


63

















 


Section 11.11.  Successors. 
All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.


 


Section 11.12.  Multiple Originals.  The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.


 


Section 11.13.  Table of Contents; Headings.  The table of contents and headings
of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof.


 


Section 11.14.  Force Majeure.  In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


64

















 


IN WITNESS WHEREOF, INTERNATIONAL GAME
TECHNOLOGY has caused this Indenture to be duly executed as a deed the day and
year first before written.


 


	
  INTERNATIONAL GAME

  
	
  TECHNOLOGY

  
	
   

  
	
   

  
	
   /s/ Maureen T. Mullarkey

  	
   

  
	
   Name:

  	
  Maureen T. Mullarkey

  
	
   Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
			



 


IN WITNESS WHEREOF, the undersigned, being
duly authorized, has executed this Indenture as of the date first above
written.


 


 


	
   

  	
  THE BANK OF NEW YORK TRUST .

  
	
   

  	
  COMPANY, N.A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melonee Young

  	
   

  
	
   

  	
   

  	
  Name:  Melonee Young

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  Dated: April 4, 2006

  



 


S-1

















 


EXHIBIT A


 


[FORM OF FACE
OF GLOBAL SECURITY]


 


FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE
INTERNAL REVENUE CODE, THIS SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF
ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AND WILL
BE SUBJECT TO THE REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE AND THE COMMENCEMENT
DATE FOR THE ACCRUAL OF ORIGINAL ISSUE DISCOUNT IS JANUARY 29, 2003. AS
REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE “COMPARABLE YIELD” IS SET
FORTH IN SECTION 2.15 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS BEING
ISSUED.


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, 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 ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.


 


A-1

















 


International
Game Technology


 


Zero-Coupon
Convertible Debentures due 2033


 


	
  No.

  	
   

  	
  CUSIP: 459902 AM 4

  
	
  Issue Date: April 4, 2006

  Issue Price: $626.69 (for each $1,000

  principal amount at maturity)

  	
   

  	
  Original Issue Discount: $373.31 (for

  each $1,000 principal amount at

  maturity)

  



 


International Game Technology, a Nevada
corporation, promises to pay to Cede & Co. or registered assigns, the
principal amount at maturity of $                           on
January 29, 2033.


 


This Security shall not bear interest except
as specified on the other side of this Security. This Security shall accrete
interest as specified on the other side of this Security. This Security is
convertible as specified on the other side of this Security. Additional
provisions of this Security are set forth on the other side of this Security.


 


	
  Dated: April 4, 2006

  	
  INTERNATIONAL GAME

  TECHNOLOGY 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


THE BANK OF NEW YORK TRUST COMPANY, N.A., as
Trustee, certifies that this is one of the Securities referred to in the
within-mentioned Indenture.


 


	
  By 

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  
	
  Dated: April 4, 2006

  



 


A-2

















 


[FORM OF
REVERSE OF GLOBAL SECURITY]


 


Zero-Coupon
Convertible Debentures due 2033


 


1.             Interest.


 


Except as provided below, this Security shall
not bear periodic interest.


 


This Security shall accrete interest at a
rate of 1.75% per annum (the “Initial Yield to Maturity”),
on a semi-annual bond equivalent basis using a 360-day year composed of twelve
30-day months, commencing on the Issue Date of this Security.


 


General. The Company
will not pay cash interest on the Security unless there is an Upward Interest
Adjustment or if the Company elects to pay cash interest following a Tax Event
(as defined below) and only then as and to the extent specifically provided
herein. Cash interest, if any, will be based on a 360-day year comprised of
twelve 30-day months, and will be payable semi-annually on January 29 and July
29 (each, an “interest payment date”). The
record date for the payment of cash interest to Holders will be the close of
business on January 14 and July 14 of each year (whether or not a Business
Day); provided, that cash interest payable at Stated Maturity or upon
redemption or repurchase will be payable to the Person to whom the Accreted
Value is payable. Cash interest on Securities converted after a record date but
prior to the corresponding interest payment date will be paid to the Holder of
the Securities on the record date but, upon conversion the Holder must pay the
Company the cash interest which has accrued and will be paid on such interest
payment date. No such payment need be made with respect to Securities which
will be redeemed after a record date and prior to the corresponding interest
payment date.


 


If the Purchase Price, Redemption Price or
Change of Control Purchase Price or Accreted Value, as applicable, of a
Security or any portion of such Purchase Price, Redemption Price or Change of
Control Purchase Price or Accreted Value, as applicable, is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to Paragraph 5 hereof,
upon the date set for payment of the Purchase Price or the Change in Control
Purchase Price pursuant to Paragraph 7 hereof, or upon the Stated Maturity of
this Security), then in each such case the overdue amount shall, to the extent
permitted by law, bear interest at the rate of 1.75% per annum, compounded
semi-annually, which interest shall accrue from the date of such overdue amount
was originally due to the date of payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand and shall be based on a 360-day year comprised of twelve 30-day months.


 


A-3

















 


Upward Interest Adjustment.
The Issue Price of this Security represents an accretion rate of 1.75% per
annum through the Stated Maturity unless an Upward Interest Adjustment (as
defined below) occurs. If the average of the Closing Sale Prices of the
Company’s Common Stock (as defined below) is less than or equal to 60% of the
Accreted Conversion Price of this Security for any 20 out of the last 30
trading days ending on the third trading day prior to any Purchase Date (as
defined in the Indenture), then the yield-to-maturity on this Security will be
subject to an upward interest adjustment for the subsequent six-month period
(an “Upward Interest Adjustment”).


 


Once an Upward Interest Adjustment is in
effect for the six-month period after a Purchase Date, the Upward Interest
Adjustment will remain in effect for each subsequent six-month period until the
next Purchase Date (or, in the case of an Upward Interest Adjustment in effect
for the six-month period after the January 29, 2028 Purchase Date, until Stated
Maturity) if the average of the Closing Sale Prices of the Common Stock is less
than or equal to 60% of the Accreted Conversion Price of the Securities for 20
out of the last 30 trading days ending on the third trading day preceding the
January 29 or July 29 on which such six-month period begins. If the average of
the Closing Sale Prices of the Common Stock is not less than or equal to 60% of
the Accreted Conversion Price of the Securities for 20 out of the last 30
trading days ending on the third trading day preceding any January 29 or July
29, then no Upward Interest Adjustment will be in effect, and the
yield-to-maturity on the Securities will revert back to the Initial Yield to
Maturity, for the subsequent six-month period. If the average of the Closing
Sale Prices of the Common Stock is not less than or equal to 60% of the
Accreted Conversion Price of the Securities for 20 out of the last 30 trading
days ending on the third trading day preceding any repurchase date, then the
yield-to-maturity on the Securities will not be subject to an upward interest
adjustment until the next Purchase Date.


 


If an Upward Interest Adjustment is in effect
for a particular six-month period, the Company shall pay cash interest on the
Accreted Value of the Securities at a rate per annum equal to the Reset Rate
(as defined below) minus the Initial Yield to Maturity. The Securities will
accrete at the Initial Yield to Maturity whether or not an upward interest
adjustment is in effect.


 


The “Reset Rate” for
any six-month period, as determined by the Reset Rate Agent (as defined below),
will be equal to the rate (the “Reference Fixed Rate”)
that would, in the sole judgment of the Reset Rate Agent, result in a trading
price of par with a hypothetical issue of senior, non-convertible, fixed rate
debt securities of the Company with:


 


(i)            a final maturity
equal to the term from the Purchase Date on which the Reset Rate is determined
until the next Purchase Date (or Stated Maturity if the Purchase Date is the
January 29, 2028 Purchase Date);


 


A-4

















 


(ii)           an aggregate
principal amount equal to the then Accreted Value of the Securities; and


 


(iii)          provisions that
are, insofar as would be practicable for an issue of senior, non-convertible,
fixed-rate debt securities with no restrictive covenants, substantially
identical to those of the Securities.


 


In no case, however, will the Reset Rate ever
be greater than 12% per annum without the prior written consent of the Company.
Also, if the Reset Rate Agent determines in its sole judgment that there is no
suitable Reference Fixed Rate, the Reset Rate shall be the Reset Rate most
recently determined (except if there are no Reset Rate most recently
determined, in which case the Reset Rate shall be a rate reasonably determined
by the Reset Rate Agent to reflect current market conditions), such Reset Rate
to remain in effect until the Reset Rate Agent determines that there is a
suitable Reference Fixed Rate, at which time the Reset Rate Agent shall
determine a new Reset Rate.


 


“Accreted Conversion Price”
means, as of any date, the Accreted Value of this Security divided by the
applicable Conversion Rate.


 


“Accreted Value”
means, as of any date, the sum of the Issue Price of the Securities and the
accrued and unpaid interest as of such date (excluding any accrued and unpaid
interest payable as cash interest).


 


The “Closing Sale Price”
of the Common Stock on any date means the closing per share sale price (or if
no closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average
ask prices) on such date as reported on The New York Stock Exchange or, if the
shares of Common Stock are not listed on The New York Stock Exchange, then on
the principal other national or regional securities exchange on which the
shares of Common Stock then are listed or, if the shares of Common Stock are
not listed on a U.S. national or regional securities exchange, as reported on
the National Association of Securities Dealers Automated Quotation System or,
if the shares of Common Stock are not quoted on the National Association of
Securities Dealers Automated Quotation System, on the principal other market on
which the shares of Common Stock are then traded. In the absence of such
quotations, the Closing Sale Price will be the last quoted bid for the Common
Stock in the over-the-counter market on the relevant date as reported by the
National Quotation Bureau Incorporated or similar organization. If the Common
Stock is not so quoted, the Closing Sale Price will be the average of the
midpoint of the last bid and ask prices for the Common Stock on the relevant
date from each of at least three nationally recognized independent investment
banking firms selected by the Company for this purpose.


 


The Company and the Trustee agree that a
nationally recognized investment bank engaged for such purpose by the Company
will act as the Reset Rate Agent unless and until removed as provided below. If
requested by the


 


A-5

















 


Company, the Reset Rate Agent shall seek a
Fixed Reference Rate from one other nationally recognized investment bank
engaged by the Company for such purpose. The determination of any applicable
Reset Rate shall be made by the Reset Rate Agent by averaging the Fixed
Reference Rate obtained by the Reset Rate Agent and the Fixed Reference Rate
provided by such other investment bank. If a Fixed Reference Rate cannot
reasonably be obtained from one other nationally recognized investment bank or
if the Company chooses not to engage such other investment bank, then the Fixed
Reference Rate determined by the Reset Rate Agent shall be used. The determination
of any applicable Reset Rate by the Reset Rate Agent will be conclusive and
binding upon the Reset Rate Agent, the Company, the Trustee and the holders of
the Securities, in the absence of manifest error.


 


The Reset Rate Agent may be removed at any
time with or without cause by the Company giving at least sixty (60) days’
written notice to the Reset Rate Agent. The Reset Rate Agent may resign at any
time upon giving at least thirty (30) days’ written notice to the Company. A
successor Reset Rate Agent, if any, will be appointed by the Company.


 


In the event of any Upward Interest
Adjustment, the Company will disseminate a press release through Dow Jones
& Company, Inc. or Bloomberg Business News containing this information or
through such other public medium as the Company may use at that time.


 


Tax Event. From and
after the date of the occurrence of a Tax Event, the Company will have the
option to elect to pay cash interest at the Initial Yield to Maturity or the
applicable Reset Rate on the Securities from and after the date a Tax Event (as
defined below) occurs. Interest shall be payable on the Accreted Value of the
Security as of the date of such election by the Company (the “Restated Principal Amount”) and will accrue from such date
and be payable semi-annually on January 29 and July 29.


 


“Tax Event”
means the receipt by the Company of an opinion of a nationally recognized
independent tax counsel experienced in such matters to the effect that as a
result of:


 


•              any
amendment or change (including any announced prospective change (which will not
include a proposed change), provided that a tax event will not occur more than
90 days before the effective date of any prospective change) in the laws (or
regulations thereunder) of the United States or any political subdivision or
taxing authority of the United States or any political subdivision; or


 


•              any
judicial decision or official administrative pronouncement, ruling, regulatory
procedure, notice or announcement, including any notice or announcement of intent
to adopt such procedures or regulations (an “Administrative
Action”); or


 


A-6

















 


•              any
amendment or change in the administrative position or interpretation of any
Administrative Action or judicial decision that differs from the theretofore
generally accepted position, in each case, by any legislative body, court,
governmental agency or regulatory body, irrespective of the manner in which
such amendment or change is made known, which amendment or change is effective
or such Administrative Action or decision is announced, in each case, on or
after the date of original issuance of the Securities;


 


there is more than an insubstantial risk that
interest, including original issue discount, on the Securities either:


 


(1)           would
not be deductible on a current accrual basis; or


 


(2)           would
not be deductible under any other method, in whole or in part, by the Company
for United States federal income tax purposes.


 


2.             Method of Payment.


 


Subject to the terms and conditions of the
Indenture and except as provided above in the case of an Upward Interest
Adjustment, the Company will make payments in cash at Stated Maturity and in
respect of Redemption Prices, Purchase Prices and Change in Control Purchase
Prices to Holders who surrender Securities to a Paying Agent to collect such
payments in respect of the Securities. The Company will pay cash amounts in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may make such cash
payments by wire transfers of immediately available funds or, at the Company’s
option, by check payable in such money.


 


3.             Paying Agent, Conversion Agent and
Registrar.


 


Initially, the Trustee will act as Paying
Agent, the Conversion Agent and Registrar. The Company may appoint and change
any Paying Agent, Conversion Agent or Registrar without notice, other than
notice to the Trustee; provided that the Company will maintain at least one
Paying Agent in the United States of America, which shall initially be an
office or agency of the Trustee. The Company or any of its Subsidiaries or any
of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.


 


4.             Indenture.


 


The Company issued the Securities under an
Indenture dated as of April 4, 2006 (the “Indenture”),
between the Company and the Trustee. 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, as in effect from time to time (the “TIA”). Capitalized terms used herein and not defined herein
have


 


A-7

















 


the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Securityholders
are referred to the Indenture and the TIA for a statement of those terms.


 


The Securities are general unsecured
obligations of the Company limited to $964,767,000 aggregate principal amount
at maturity, in exchange for equivalent principal amounts at maturity of the
Company’s existing Zero-Coupon Convertible Debentures due 2033 issued on
January 29, 2003. The Indenture does not limit other indebtedness of the
Company, secured or unsecured.


 


5.             Redemption at the Option of the
Company.


 


No sinking fund is provided for the
Securities. Subject to the terms and conditions of this Indenture, the
Securities are redeemable at the option of the Company in whole or in part, at
any time or from time to time, for a cash price equal to the Accreted Value
plus accrued and unpaid cash interest, if any, up to the Redemption Date (the “Redemption Price”).


 


6.             Notice of Redemption.


 


Notice of redemption pursuant to Paragraph 5
of this Security will be mailed at least 15 days but not more than 60 days
before the Redemption Date to each Holder of Securities to be redeemed at the
Holder’s registered address. If money sufficient to pay the Redemption Price of
all Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date interest ceases to accrue on such Securities or
portions thereof. Securities in denominations larger than $1,000 of principal
amount at maturity may be redeemed in part but only in integral multiples of $1,000
of principal amount at maturity.


 


7.             Purchase By the Company at the
Option of the Holder.


 


(a)           Subject
to the terms and conditions of the Indenture, the Company shall become
obligated to purchase, at the option of the Holder, all or any portion of the
Securities held by such Holder on January 29, 2008, January 29, 2013, January
29, 2018, January 29, 2023 and January 29, 2028 or the next Business Day
following such dates to the extent such dates are not Business Days in integral
multiples of $1,000 in cash at a Purchase Price equal to the Accreted Value
plus accrued and unpaid cash interest, if any, on the Purchase Date. To
exercise such right, a Holder shall deliver to the Company a Purchase Notice
containing the information set forth in the Indenture, at any time from the
opening of business on the date that is 20 Business Days prior to such Purchase
Date until the close of business on the last day prior to such Purchase Date,
and shall deliver the Securities to the Paying Agent as set forth in the Indenture.


 


A-8

















 


(b)           At
the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to offer to purchase the
Securities held by such Holder within 30 days (which purchase shall occur 45
days after the date of such offer) after the occurrence of a Change in Control
of the Company (as defined in the Indenture) for a Change in Control Purchase
Price equal to the Accreted Value plus accrued and unpaid cash interest, if
any, on the Change in Control Purchase Date, which Change in Control Purchase
Price shall be paid in cash.


 


(c)           Holders
have the right to withdraw any Purchase Notice delivered pursuant to Paragraph
7(a) above or Change in Control Purchase Notice delivered pursuant to Paragraph
7(b), as the case may be, by delivering to the Paying Agent a written notice of
withdrawal in accordance with the provisions of the Indenture. If cash
sufficient to pay the Purchase Price or Change in Control Purchase Price, as
the case may be, of all Securities or portions thereof to be purchased as of
the Purchase Date or the Change in Control Purchase Date, as the case may be,
is deposited with the Paying Agent on the Business Day following the Purchase
Date or the Change in Control Purchase Date and other interest ceases to accrue
on such Securities (or portions thereof) immediately after such Purchase Date
or Change in Control Purchase Date, and the Holder thereof shall have no other
rights as such other than the right to receive the Purchase Price or Change in
Control Purchase Price upon surrender of such Security.


 


8.             Conversion.


 


(a)           The
initial Conversion Rate is 21.1704 shares of Common Stock per $1,000 principal
amount at maturity, subject to adjustment in certain events described in the
Indenture. Upon conversion, a Holder will receive, in respect of each $1,000
principal amount at maturity of Securities, cash equal to the lesser of (1) the
Accreted Value on the Conversion Date of each Security or (2) the Conversion Value;
and a number of shares of Common Stock equal the sum of the Daily Share Amounts
(as defined in the Indenture) for each of the ten consecutive trading days in
the Applicable Conversion Reference Period (as defined in the Indenture), as
more fully set forth in the Indenture. A Holder that surrenders Securities for
conversion will receive cash in lieu of any fractional share of Common Stock
based on the Closing Sale Price of the Common Stock of the Company on the
trading day immediately prior to the conversion date.


 


(b)           Holders
may surrender Securities for conversion into cash and shares , if any, of
Common Stock if the Closing Sale Price of the Common Stock for at least 20
trading days in the 30 trading day period ending on the first day of such
Conversion Period is more than 120% of the Accreted Conversion Price per share
of Common Stock as determined by the Company or a financial institution engaged
by the Company for this purpose on the first day of the Conversion Period. A “Conversion Period” will be the period from and including the
eleventh trading day in a fiscal quarter to but not including the eleventh
trading day in the immediately following fiscal quarter.


 


A-9

















 


(c)           A
Holder may also surrender for conversion a Security or portion of a Security
which has been called for redemption pursuant to Paragraph 5 hereof, and such
Securities may be surrendered for conversion until the close of business on the
Business Day prior to the Redemption Date. A Security in respect of which a
Holder has delivered a Purchase Notice or a Change in Control Purchase Notice
exercising the option of such Holder to require the Company to purchase such
Security may be converted only if such notice of exercise is withdrawn in
accordance with the terms of the Indenture.


 


(d)           Holders
may also surrender Securities for conversion into cash and shares , if any, of
Common Stock during the five Business Day period following any consecutive 10
trading-day period in which the average of the trading prices for a Security
was less than 95% of the average Parity Value (as defined below) for that
period.


 


The “trading price” of the Securities on any
date of determination means the average of the secondary market bid quotations
per Security obtained by the Company or a financial institution engaged by the
Company for this purpose for $5,000,000 principal amount at maturity of the
Securities at approximately 3:30 p.m., New York City time, on such
determination date from two independent nationally recognized securities
dealers designated by the Company; provided that if at least two such bids
cannot reasonably be obtained by the Company or such financial institution, but
one such bid can reasonably be obtained by the Company or such financial institution,
this one bid shall be used. If the Company or the financial institution engaged
by the Company for this purpose cannot reasonably obtain at least one bid for
$5,000,000 principal amount of maturity of the Securities from a nationally
recognized securities dealer or in the reasonable judgment of the Company, the
bid quotations are not indicative of the secondary market value of the
Securities, then the trading price of the Securities will equal (a) the
then-applicable Conversion Rate of the Securities multiplied by (b) the Closing
Sale Price on the New York Stock Exchange of the Company’s Common Stock on such
determination date; provided that such financial institution shall not
determine the trading price of the Securities unless requested by the Company;
and provided, further, that the Company shall have no obligation to make such
determination or such request unless a holder of Securities provides the
Company with reasonable evidence that the trading price of the Security for a
10 consecutive day trading period may be less than 95% of the average Parity
Value; and at which time, the Company shall determine or instruct such
financial institution to determine the trading price of the Securities for the
past 15 consecutive trading-day period to determine whether the Securities are
convertible. The Company or the financial institution engaged by the Company
for such purpose shall continue to determine the trading price of the
Securities on each successive trading day until the earlier of (i) 30 trading
days after the Company has determined or has instructed such financial
institution to determine the trading price and (ii) the trading price is
greater than or equal to 95% of the Parity Value of the Securities. The Company
or the financial institution engaged


 


A-10

















 


by the Company for this purpose shall be entitled to select the
appropriate method for determining the trading price of the Securities and
shall be entitled to all of the rights of the trustee set forth in the
Indenture in connection with any such determination. Any such determination
shall be conclusive absent manifest error. The “ Parity Value” of a Security on
any date of determination means the product of (x) the Closing Sale Price of the
Common Stock on such date and (y) the applicable Conversion Rate. The Company
will notify Holders promptly upon its own determination or being advised by the
financial institution engaged by the Company for this purpose that the average
trading price has been less than 95% of the average Parity Value for 10
consecutive trading days.


 


(e)           In
the event that the Company in any 12-month period declares a dividend or
distribution described in Section 10.07 of the Indenture, or a dividend or a
distribution described in Section 10.08 of the Indenture where the fair market
value of such dividend or distribution per share of Common Stock, as determined
in the Indenture, exceeds 12.5% of the Closing Sale Price of a share of Common
Stock as of the Business Day prior to the date of declaration for such
distribution, the Securities may be surrendered for conversion beginning on the
date the Company gives notice to the Holders of such right, which shall be not
less than 20 days prior to the Ex-Dividend Time for such dividend or
distribution and Securities may be surrendered for conversion at any time
thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such distribution will not
take place.


 


(f)            A
Holder may surrender for conversion a Security or portion of a Security during
such period, if any, as (i) the credit rating assigned to the Company’s long
term senior debt, or if the Securities are then rated, the rating assigned to
the Securities, by Standard & Poor’s is below BB and by Moody’s is below
Ba2 (ii) the credit rating assigned to the Company’s long term senior debt or,
if the Securities have been rated, the rating assigned to Securities, by both
such rating agency is suspended or withdrawn or (iii) neither such rating
agency is rating the Company’s long term senior debt or, after the Securities
have been rated, the Securities.


 


(g)           In
the event the Company is a party to a consolidation, merger or binding share
exchange, as set forth in Section 5.01 of the Indenture, pursuant to which the
shares of Common Stock would be converted into cash, securities or other
property as set forth in Section 10.15 of the Indenture, the Securities may be
surrendered for conversion at any time from and after the date which is 15 days
prior to the date the Company announces as the anticipated effective time until
15 days after the actual date of such transaction.


 


(h)           To
surrender a Security for conversion, a Holder must (1) complete and manually
sign the irrevocable conversion notice below (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent, (2)
surrender the Security to the Conversion Agent, (3) furnish


 


A-11

















 


appropriate endorsements and transfer
documents and (4) pay any transfer or similar tax, if required.


 


(i)            A
Holder may convert a portion of a Security if the principal amount at maturity
of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment
will be made for dividends on the shares of Common Stock except as provided in
the Indenture. Except as provided in Paragraph 1 hereof, on conversion of a
Security, the Holder will not receive any cash payment representing accrued or
accreted interest with respect to the converted Securities. Instead, upon
conversion the Company will deliver to the Holder cash, a fixed number of
shares of Common Stock, if any, and any cash payment to account for fractional
shares. Accrued and accreted interest will be deemed paid in full rather than
cancelled, extinguished or forfeited. The Company will not adjust the
Conversion Rate to account for accrued or accreted interest.


 


(j)            The
Conversion Rate will be adjusted as provided in Article 10 of the Indenture. The
Company may increase the Conversion Rate for at least 20 days, so long as the
increase is irrevocable during such period.


 


(k)           If
the Company is a party to a consolidation, merger or binding share exchange or
a transfer of all or substantially all of its assets as set forth in Section
5.01 of the Indenture, or upon certain events described in Section 10.15 of the
Indenture, then at the effective time of the transaction, the Conversion Value
and Daily Share Amount will be determined based upon the kind and amount of
cash, securities or other property that a holder of a number of shares of
Common Stock equal to the Conversion Rate would have received in the
transaction or event.


 


(l) The Company will notify Holders of any
event triggering the right to convert the Securities as specified in the
Indenture.


 


9.             Conversion Arrangement on Call for
Redemption.


 


A Holder may surrender for conversion any of
the Securities called for redemption at any time prior to the close of business
one Business Day prior to the Redemption Date, even if it is not otherwise
convertible at such time. If a Holder has already delivered a Purchase Notice
or a Change in Control Purchase Notice with respect to a Security, however, the
Holder may not surrender that Security for conversion until the Holder has
withdrawn the notice in accordance with the Indenture.


 


10.           Mandatory Disposition Due to Gaming
Laws.


 


Each holder, by accepting this Security,
shall be deemed to have agreed that if the Gaming Authority of any jurisdiction
in which Company or any Subsidiary does business requires that a person who is
a holder or the beneficial owner of the Security be licensed, qualified or
found suitable under applicable


 


A-12

















 


Gaming Laws, such holder or beneficial owner,
as the case may be, shall apply for a license, qualification or a finding of
suitability within the required time period. If such person fails to apply or
become licensed or qualified or is found unsuitable, the Company shall have the
right, at its option:


 


(1)           require
such person to dispose of this Security or beneficial interest in this Security
within 30 days of receipt of notice of the Company’s election or such earlier
date as may be requested or prescribed by such Gaming Authority, or


 


(2)           redeem
this Security at a redemption price equal to:


 


(A)          the lesser of


 


(i)            such person’s cost,
and


 


(ii)           the Accreted Value,
plus accrued and unpaid cash interest, if any, to the earlier of the redemption
date or the date of the finding of unsuitability, which may be less than 30
days following the notice of redemption if so required or prescribed by the
applicable Gaming Authority; or


 


(B)           such other amount as
may be required by applicable law or by order of any applicable Gaming
Authority.


 


The Company shall notify the Trustee in
writing of any such redemption as soon as practicable. The Company shall not be
responsible for any costs or expenses any such holder may incur in connection
with its application for a license, qualification or a finding of suitability.


 


11.           Denominations; Transfer; Exchange.


 


The Securities are in fully registered form,
without coupons, in denominations of $1,000 of principal amount at maturity and
integral multiples of $1,000. A Holder may transfer 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
any taxes and fees required by law or permitted by the Indenture. The Registrar
need not transfer or exchange any Securities selected for redemption (except,
in the case of a Security to be redeemed in part, the portion of the Security
not to be redeemed) or any Securities in respect of which a Purchase Notice or
Change in Control Purchase Notice has been given and not withdrawn (except, in
the case of a Security to be purchased in part, the portion of the Security not
to be purchased) or any Securities for a period of 15 days before the mailing
of a notice of redemption of Securities to be redeemed.


 


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12.           Persons Deemed Owners.


 


The registered Holder of this Security may be
treated as the owner of this Security for all purposes.


 


13.           Unclaimed Money or Securities.


 


The Trustee and the Paying Agent shall return
to the Company upon written request any money or securities held by them for
the payment of any amount with respect to the Securities that remains unclaimed
for two years, subject to applicable unclaimed property law. After return to
the Company, Holders entitled to the money or securities must look to the
Company for payment as general creditors unless an applicable abandoned
property law designates another Person.


 


14.           Trustee Dealings with the Company.


 


Subject to certain limitations imposed by the
TIA, 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 and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.


 


15.           Calculations in Respect of
Securities.


 


The Company will be responsible for making
all calculations called for under the Securities, except for such calculations
made by the Reset Rate Agent. These calculations include, but not limited to,
determinations of the market prices of the Securities and the Common Stock, any
accrued interest payable on the Securities, the Accreted Value of the
Securities, the Conversion Value, the Daily Share Amount and the Accreted
Conversion Price of the Securities. The Company will make these calculations in
good faith and, absent manifest error, the calculations will be final and
binding on Holders of the Securities. The Company will provide to the Trustee a
schedule of its calculations, and the Trustee is entitled to rely upon the
accuracy of such calculations without independent verification. The Trustee
will forward the Company’s calculations to any Holder of the Securities upon the
request of such Holder.


 


16.           No Recourse Against Others.


 


A director, officer, employee or shareholder,
as such, of the Company shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the
Securities.


 


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17.           Authentication.


 


This Security shall not be valid until an
authorized signatory of the Trustee manually signs the Trustee’s Certificate of
Authentication on the other side of this Security.


 


18.           Abbreviations.


 


Customary abbreviations may be used in the
name of a Securityholder 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 Gift to Minors Act).


 


19.           GOVERNING LAW.


 


THIS INDENTURE AND THE SECURITIES 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 LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


The Company will furnish to any
Securityholder upon written request and without charge a copy of the Indenture
which has in it the text of this Security in larger type. Requests may be made
to:


 


International Game Technology 

9295 Prototype Drive

P.O. Box 10580

Reno, NV 89510


 


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ASSIGNMENT
FORM


 


To assign this
Security, fill in the form below:


 


I or we assign
and transfer this Security to


 


	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


(Insert
assignee’s soc. sec. or tax ID no.)


 


(Print or type
assignee’s name, address and zip code) ______________________ and irrevocably
appoint ____________________ agent to transfer this Security on the books of
the Company. The agent may substitute another to act for him.


 


CONVERSION
NOTICE


 


To convert
this Security into cash and shares of Common Stock of the Company, if any,
check the box o


 


To convert
only part of this Security, state the principal amount at maturity to be
converted _________________________ (which must be $1,000 or an integral
multiple of $1,000):


 


If you want
the stock certificate made out in another Person’s name fill in the form below:


 


	
   

  
	
   

  
	
   

  



(Insert the
other Person’s soc. sec. tax ID no.)


 


	
   

  
	
   

  
	
   

  



(Print or type
other Person’s name, address and zip code)


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  



 


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  (Sign
  exactly as your name appears on the other side of this Security)

  
	
   

  
	
  Signature
  Guaranteed

  
	
   

  
	
   

  	
   

  
	
  Participant
  in a Recognized Signature

  
	
  Guarantee
  Medallion Program

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  
				



 


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SCHEDULE OF
INCREASES AND DECREASES OF

GLOBAL SECURITY

Initial Principal Amount at Maturity

of Global Security: $


 


	
  Date

  	
   

  	
  Amount of Increase

  in Principal Amount

  at Maturity of Global

  Security

  	
   

  	
  Amount of Decrease

  in Principal Amount

  at Maturity of Global

  Security

  	
   

  	
  Principal Amount at

  Maturity of Global

  Security After

  Increase or Decrease

  	
   

  	
  Notation by Registrar

  or Security Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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