Exhibit 4.6


 


HARRAH’S OPERATING COMPANY, INC.


 


Issuer






 


HARRAH’S ENTERTAINMENT, INC.


 


Guarantor






 


FORM OF INDENTURE


 


Dated as of
                        


 






 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 

















 


CERTAIN SECTIONS OF THIS
INDENTURE RELATING TO SECTIONS 310

THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:


 


	
  TRUST INDENTURE

  	
   

  	
   

  	
  INDENTURE

  	
   

  
	
  ACT SECTION

  	
   

  	
   

  	
  SECTION

  	
   

  
	
  Section 310 (a)(1)

  	
   

  	
   

  	
  609

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
  609

  	
   

  
	
  (a)(3)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (a)(4)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (b)

  	
   

  	
   

  	
  608

  	
   

  
	
   

  	
   

  	
   

  	
  610

  	
   

  
	
  Section 311 (a)

  	
   

  	
   

  	
  613

  	
   

  
	
  (b)

  	
   

  	
   

  	
  613

  	
   

  
	
  Section 312 (a)

  	
   

  	
   

  	
  701

  	
   

  
	
   

  	
   

  	
   

  	
  702

  	
   

  
	
  (b)

  	
   

  	
   

  	
  702

  	
   

  
	
  (c)

  	
   

  	
   

  	
  702

  	
   

  
	
  Section 313 (a)

  	
   

  	
   

  	
  703

  	
   

  
	
  (b)

  	
   

  	
   

  	
  703

  	
   

  
	
  (c)

  	
   

  	
   

  	
  703

  	
   

  
	
  (d)

  	
   

  	
   

  	
  703

  	
   

  
	
  Section 314 (a)

  	
   

  	
   

  	
  704

  	
   

  
	
  (a)(4)

  	
   

  	
   

  	
  101

  	
   

  
	
   

  	
   

  	
   

  	
  1005

  	
   

  
	
  (b)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (c)(1)

  	
   

  	
   

  	
  102

  	
   

  
	
  (c)(2)

  	
   

  	
   

  	
  102

  	
   

  
	
  (c)(3)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (d)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (e)

  	
   

  	
   

  	
  102

  	
   

  
	
  Section 315 (a)

  	
   

  	
   

  	
  601

  	
   

  
	
  (b)

  	
   

  	
   

  	
  602

  	
   

  
	
  (c)

  	
   

  	
   

  	
  601

  	
   

  
	
  (d)

  	
   

  	
   

  	
  601

  	
   

  
	
  (e)

  	
   

  	
   

  	
  514

  	
   

  
	
  Section 316 (a)

  	
   

  	
   

  	
  101

  	
   

  
	
  (a)(1)(A)

  	
   

  	
   

  	
  502

  	
   

  
	
   

  	
   

  	
   

  	
  512

  	
   

  
	
  (a)(1)(B)

  	
   

  	
   

  	
  513

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  (b)

  	
   

  	
   

  	
  508

  	
   

  
	
  (c)

  	
   

  	
   

  	
  104

  	
   

  
	
  Section 317 (a)(1)

  	
   

  	
   

  	
  503

  	
   

  
	
  (a)(2)

  	
   

  	
   

  	
  504

  	
   

  
	
  (b)

  	
   

  	
   

  	
  1003

  	
   

  
	
  Section 318 (a)

  	
   

  	
   

  	
  107

  	
   

  



 






Note: This reconciliation and tie shall not, for any purpose,
be deemed to be a part of the Indenture.


 


i

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Parties

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Recitals of the Corporation

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Article I. DEFINITIONS AND OTHER
  PROVISIONS OF GENERAL APPLICATION

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 101

  	
   

  	
  Definitions

  	
  1

  
	
  Section 102

  	
   

  	
  Compliance Certificates and Opinions

  	
  9

  
	
  Section 103

  	
   

  	
  Form of Documents Delivered to Trustee

  	
  9

  
	
  Section 104

  	
   

  	
  Acts of Holders; Record Dates

  	
  10

  
	
  Section 105

  	
   

  	
  Notices, Etc., to Trustee and Corporation

  	
  12

  
	
  Section 106

  	
   

  	
  Notice to Holders; Waiver

  	
  12

  
	
  Section 107

  	
   

  	
  Conflict with Trust Indenture Act

  	
  13

  
	
  Section 108

  	
   

  	
  Effect of Headings and Table of Contents

  	
  13

  
	
  Section 109

  	
   

  	
  Successors and Assigns

  	
  13

  
	
  Section 110

  	
   

  	
  Separability Clause

  	
  13

  
	
  Section 111

  	
   

  	
  Benefits of Indenture

  	
  13

  
	
  Section 112

  	
   

  	
  Governing Law

  	
  14

  
	
  Section 113

  	
   

  	
  Legal Holidays

  	
  14

  
	
  Section 114

  	
   

  	
  Counterparts

  	
  14

  
	
  Section 115

  	
   

  	
  No Adverse Interpretation of Other
  Agreements

  	
  14

  
	
  Section 116

  	
   

  	
  Judgment Currency

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  Article II. SECURITY FORMS

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 201

  	
   

  	
  Forms Generally

  	
  15

  
	
  Section 202

  	
   

  	
  Form of Face of Security

  	
  15

  
	
  Section 203

  	
   

  	
  Form of Reverse of Security

  	
  17

  
	
  Section 204

  	
   

  	
  Form of Legend for Global Securities

  	
  20

  
	
  Section 205

  	
   

  	
  Form of Trustee’s Certificate of
  Authentication

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  Article III. THE SECURITIES

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 301

  	
   

  	
  Amount Unlimited; Issuable in Series

  	
  20

  
	
  Section 302

  	
   

  	
  Denominations

  	
  23

  
	
  Section 303

  	
   

  	
  Execution, Authentication, Delivery and Dating

  	
  23

  
	
  Section 304

  	
   

  	
  Temporary Securities

  	
  25

  
	
  Section 305

  	
   

  	
  Registration, Registration of Transfer and
  Exchange

  	
  25

  
	
  Section 306

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen
  Securities

  	
  28

  
	
  Section 307

  	
   

  	
  Payment of Interest; Interest Rights
  Preserved

  	
  29

  
	
  Section 308

  	
   

  	
  Persons Deemed Owners

  	
  30

  
	
  Section 309

  	
   

  	
  Cancellation

  	
  30

  
	
  Section 310

  	
   

  	
  Computation of Interest

  	
  30

  
	
  Section 311

  	
   

  	
  CUSIP Numbers

  	
  31

  



 


ii

















 


	
  Section 312

  	
   

  	
  Mandatory Disposition of Notes Pursuant to
  Gaming Laws

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Article IV. SATISFACTION AND DISCHARGE

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 401

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
  31

  
	
  Section 402

  	
   

  	
  Application of Trust Money

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  Article V. REMEDIES

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 501

  	
   

  	
  Events of Default

  	
  33

  
	
  Section 502

  	
   

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
  34

  
	
  Section 503

  	
   

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
  35

  
	
  Section 504

  	
   

  	
  Trustee May File Proofs of Claim

  	
  36

  
	
  Section 505

  	
   

  	
  Trustee May Enforce Claims Without
  Possession of Securities

  	
  37

  
	
  Section 506

  	
   

  	
  Application of Money Collected

  	
  37

  
	
  Section 507

  	
   

  	
  Limitation on Suits

  	
  38

  
	
  Section 508

  	
   

  	
  Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
  38

  
	
  Section 509

  	
   

  	
  Restoration of Rights and Remedies

  	
  38

  
	
  Section 510

  	
   

  	
  Rights and Remedies Cumulative

  	
  39

  
	
  Section 511

  	
   

  	
  Delay or Omission Not Waiver

  	
  39

  
	
  Section 512

  	
   

  	
  Control By Holders

  	
  39

  
	
  Section 513

  	
   

  	
  Waiver of Past Defaults

  	
  40

  
	
  Section 514

  	
   

  	
  Undertaking for Costs

  	
  40

  
	
  Section 515

  	
   

  	
  Waiver of Stay or Extension Laws

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Article VI. THE TRUSTEE

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 601

  	
   

  	
  Certain Duties and Responsibilities

  	
  40

  
	
  Section 602

  	
   

  	
  Notice of Defaults

  	
  42

  
	
  Section 603

  	
   

  	
  Certain Rights of Trustee

  	
  42

  
	
  Section 604

  	
   

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
  43

  
	
  Section 605

  	
   

  	
  May Hold Securities

  	
  43

  
	
  Section 606

  	
   

  	
  Money Held in Trust

  	
  43

  
	
  Section 607

  	
   

  	
  Compensation and Reimbursement

  	
  44

  
	
  Section 608

  	
   

  	
  Conflicting Interests

  	
  44

  
	
  Section 609

  	
   

  	
  Corporate Trustee Required; Eligibility

  	
  45

  
	
  Section 610

  	
   

  	
  Resignation and Removal; Appointment of
  Successor

  	
  45

  
	
  Section 611

  	
   

  	
  Acceptance of Appointment by Successor

  	
  46

  
	
  Section 612

  	
   

  	
  Merger, Conversion, Consolidation or
  Succession to Business

  	
  47

  
	
  Section 613

  	
   

  	
  Preferential Collection of Claims Against
  Corporation

  	
  47

  
	
  Section 614

  	
   

  	
  Trustee’s Application for Instructions from
  the Corporation

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  Article VII. HOLDERS’ LISTS AND
  REPORTS BY TRUSTEE AND CORPORATION

  	
  48

  



 


iii

















 


	
  Section 701

  	
   

  	
  Preservation of Information; Communications
  to Holders

  	
  48

  
	
  Section 702

  	
   

  	
  Reports by Trustee

  	
  48

  
	
  Section 703

  	
   

  	
  Reports by Corporation

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Article VIII. CONSOLIDATION, MERGER,
  CONVEYANCE OR TRANSFER

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 801

  	
   

  	
  Corporation May Consolidate, Etc., on
  Certain Terms

  	
  49

  
	
  Section 802

  	
   

  	
  Successor Substituted

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Article IX. SUPPLEMENTAL INDENTURES

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 901

  	
   

  	
  Supplemental Indentures Without Consent of
  Holders

  	
  50

  
	
  Section 902

  	
   

  	
  Supplemental Indentures With Consent of
  Holders

  	
  51

  
	
  Section 903

  	
   

  	
  Execution of Supplemental Indentures

  	
  53

  
	
  Section 904

  	
   

  	
  Effect of Supplemental Indentures

  	
  53

  
	
  Section 905

  	
   

  	
  Conformity with Trust Indenture Act

  	
  53

  
	
  Section 906

  	
   

  	
  Reference in Securities to Supplemental
  Indentures

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
  Article X. COVENANTS

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1001

  	
   

  	
  Payment of Principal, Premium and Interest

  	
  54

  
	
  Section 1002

  	
   

  	
  Maintenance of Office or Agency

  	
  54

  
	
  Section 1003

  	
   

  	
  Money for Securities Payments to Be Held in
  Trust

  	
  55

  
	
  Section 1004

  	
   

  	
  Corporate Existence

  	
  56

  
	
  Section 1005

  	
   

  	
  Statement by Officers as to Default

  	
  56

  
	
  Section 1006

  	
   

  	
  Waiver of Certain Covenants

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  Article XI. REDEMPTION OF SECURITIES

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1101

  	
   

  	
  Applicability of Article

  	
  56

  
	
  Section 1102

  	
   

  	
  Election to Redeem; Notice to Trustee

  	
  57

  
	
  Section 1103

  	
   

  	
  Selection by Trustee of Securities to Be
  Redeemed

  	
  57

  
	
  Section 1104

  	
   

  	
  Notice of Redemption

  	
  58

  
	
  Section 1105

  	
   

  	
  Securities Payable on Redemption Date

  	
  58

  
	
  Section 1106

  	
   

  	
  Securities Redeemed in Part

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  Article XII. SINKING FUNDS

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1201

  	
   

  	
  No Sinking Funds

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  Article XIII. DEFEASANCE AND COVENANT
  DEFEASANCE

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1301

  	
   

  	
  Applicability of Article

  	
  59

  
	
  Section 1302

  	
   

  	
  Legal Defeasance of Notes

  	
  60

  
	
  Section 1303

  	
   

  	
  Covenant Defeasance

  	
  61

  



 


iv

















 


	
  Section 1304

  	
   

  	
  Deposited Money and U.S. Government
  Obligations and Foreign Government Obligations to Be Held in Trust;
  Indemnification

  	
  62

  
	
  Section 1305

  	
   

  	
  Reinstatement

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  Article XIV. IMMUNITY OF
  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1401

  	
   

  	
  Indenture and Securities Solely Corporate
  Obligations

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  Article XV. Guarantee

  	
   

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1501

  	
   

  	
  Guarantee

  	
  64

  
	
  Section 1502

  	
   

  	
  Execution and Delivery of Guarantee

  	
  65

  
	
  Section 1503

  	
   

  	
  Release of Guarantor

  	
  65

  
	
  Section 1504

  	
   

  	
  When Guarantor May Merge, etc

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Testimonium

  	
   

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  Signatures and Seals

  	
   

  	
   

  	
  64

  



 


v

















 


INDENTURE,
dated as of               
        , among Harrah’s Operating
Company, Inc., a Delaware corporation (the “Corporation”), Harrah’s
Entertainment, Inc., a Delaware corporation (the “Guarantor”), and U.S.
Bank National Association, a national banking association duly organized and
existing under the laws of the United States of America, as Trustee (herein
called the “Trustee”).


 


RECITALS


 


The
Corporation and the Guarantor have duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of unsecured
debentures, notes or other evidences of indebtedness (together with the related
guarantees provided by the Guarantor, the “Securities”), to be issued in one or
more series as provided for in this Indenture. All things necessary to
make this Indenture a valid agreement of the Corporation and the Guarantor, in
accordance with its terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in
consideration of the premises set forth herein and the purchase of the Securities
by the Holders (as defined herein) thereof, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Securities or of a series thereof,
as follows:


 


ARTICLE I.


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 101                                   Definitions.


 


For all
purposes of this Indenture, except as otherwise expressly provided or unless
the context otherwise requires:


 


(1)                                  the terms defined in this Article have
the meanings assigned to them in this Article and include the plural as well
as the singular;


 


(2)                                  all other terms used herein which
are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;


 


(3)                                  all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States of America;


 


(4)                                  unless the context otherwise
requires, any reference to an “Article” or a “Section” refers to an Article or
a Section, as the case may be, of this Indenture; and


 


1

















 


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


 


“Act,” when
used with respect to any Holder, has the meaning specified in Section 104.


 


“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” (including, with
correlative meanings, the terms “controlled by” and “under common control with”),
as used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.


 


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


 


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


 


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


 


“Business Day,”
when used with respect to any Place of Payment, means a day other than (i) a
Saturday or a Sunday or (ii) a legal holiday on which banking institutions
in that Place of Payment are authorized or required by law, regulation or
executive order to remain closed.


 


“Commission”
means the Securities and Exchange Commission, from time to time constituted, created
under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Company Order”
or “Company Request” means a written request or order signed in the name of the
Corporation by an Officer, and delivered to the Trustee.


 


“Consolidated
Net Tangible Assets” means the total amount of assets (including investments in
Joint Ventures) of the Corporation and its Subsidiaries (less applicable
depreciation, amortization and other valuation reserves) after deduction
therefrom of (a) all current liabilities of the Corporation and its
Subsidiaries (excluding (i) the current portion of long-term indebtedness,
(ii) intercompany liabilities and (iii) any liabilities which are by
their terms renewable or extendible at the option of the obligor thereon to a
time more than 12 months from the time as of which the amount thereof is being
computed) and (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount and any other like intangibles, all as set


 


 


2

















 


forth on the
consolidated balance sheet of the Corporation for the most recently completed
fiscal quarter for which financial statements are available and computed in
accordance with generally accepted accounting principles.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time
its corporate trust business shall be principally administered, which office at
the date hereof is located at 100 Wall Street, Suite 1600, New York, NY
10005, Attn: Corporate Trust Services.


 


“Corporation”
means the Person named as the “Corporation” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Corporation” shall
mean such successor Person.


 


“corporation”
means a corporation, association, company, joint-stock company or business
trust.


 


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


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


 “Depositary” means, with respect to Securities
of any series issuable or issued in whole or in part in the form of
one or more Global Securities, a clearing agency registered under the Exchange
Act that is designated to act as Depositary for such Securities as contemplated
by Section 301.


 


“Dollars”
means the currency of the United States of America.


 


“Event of
Default” has the meaning specified in Section 501.


 


“Exchange Act”
means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time.


 


“Expiration
Date” has the meaning specified in Section 104.


 


“Foreign
Currency” means any currency or currency unit issued by a government other than
the government of the United States of America.


 


“Foreign
Government Obligations” means with respect to Securities that are denominated
in a Foreign Currency, (i) direct obligations of the government that
issued or caused to be issued such currency for the payment of which
obligations its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by or acting as an agency or instrumentality of
such government the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of
the issuer thereof.


 


“Gaming
Authority” means the Nevada Gaming Commission, the Nevada State Gaming Control
Board, the New Jersey Casino Control Commission or any similar commission or
agency which has, or may at any time after the date of this Indenture
have, jurisdiction over the gaming activities of the Corporation or a
Subsidiary of the Corporation or any successor thereto.


 


3

















 


“Gaming Laws”
means the gaming laws of a jurisdiction or jurisdictions to which the
Corporation or a Subsidiary of the Corporation is, or may at any time
after the date of this Indenture be, subject.


 


“Global
Security” means a Security that evidences all or part of the Securities of
any series which is issued to a Depositary or a nominee thereof for such series in
accordance with Section 301(18).


 


“Global
Securities Legend” has the meaning specified in Section 204.


 


 “Guarantor” means the Person named as the “Guarantor”
in the first paragraph of this instrument until a successor Person replaces it,
and thereafter “Guarantor” shall mean such successor Person.


 


“Holder” means
a Person in whose name a Security is registered in the Security Register.


 


“Indebtedness”
of any Person means (a) any indebtedness of such Person, contingent or
otherwise, in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by notes, bonds, debentures or similar instruments or
letters of credit, or representing the balance deferred and unpaid of the
purchase price of any property, including any such indebtedness incurred in
connection with the acquisition by such Person or any of its Subsidiaries of
any other business or entity, if and to the extent such indebtedness would
appear as a liability upon a balance sheet of such Person prepared in
accordance with generally accepted accounting principles, including for such
purpose obligations under capitalized leases, and (b) any guarantee, endorsement
(other than for collection or deposit in the ordinary course of business),
discount with recourse, agreement (contingent or otherwise) to purchase,
repurchase or otherwise acquire or to supply or advance funds with respect to,
or to become liable with respect to (directly or indirectly) any indebtedness,
obligation, liability or dividend of any Person, but shall not include
indebtedness or amounts owed for compensation to employees, or for goods or
materials purchased, or services utilized, in the ordinary course of business
of such Person. Notwithstanding anything to the contrary in the foregoing, “Indebtedness”
shall not include (i) any contracts providing for the completion of
construction or other payment or performance with respect to the construction,
maintenance or improvement of, or payment of taxes, revenue share payments or
other fees to governmental entities with respect to, property or equipment of
the Corporation or its Affiliates or (ii) any contracts providing for the
obligation to advance funds, property or services on behalf of an Affiliate of
the Corporation in order to maintain the financial condition of such Affiliate.
For purposes of this definition of Indebtedness, a “capitalized lease” shall be
deemed to mean a lease of real or personal property which, in accordance with
generally accepted accounting principles, is required to be capitalized.


 


“Indenture”
means this instrument as originally executed and as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all
purposes of this instrument and any such supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be a part of and govern this
instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities
established as contemplated by Section 301.


 


4

















 


“interest,” when
used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.


 


“Interest
Payment Date,” when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.


 


“Investment
Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.


 


“Joint Venture”
means any partnership, corporation or other entity, in which up to and
including 50% of the partnership interests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by the Company and/or one or
more of its subsidiaries.


 


“Judgment
Currency” has the meaning set forth in Section 116.


 


“Maturity,”
when used with respect to any Security, means the date on which the principal
of such Security or an installment of principal becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, notice of option to elect repayment or
otherwise.


 


“New York
Banking Day” has the meaning set forth in Section 116.


 


“Non-recourse
Indebtedness” means indebtedness with terms providing that the lender’s claim
for repayment of such indebtedness is limited solely to a claim against the
property which secures the indebtedness.


 


“Notice of
Default” means a written notice of the kind specified in Section 501(3).


 


“Officer”
means the Chairman of the Board, the President, any Vice-President, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Corporation, or the Guarantor, as applicable.


 


“Officers’
Certificate” means a certificate signed by an Officer and delivered to the
Trustee. One of the officers signing an Officers’ Certificate given pursuant to
Section 1005 shall be the principal executive, financial or accounting
officer of the Corporation.


 


“Opinion of
Counsel” means a written opinion of legal counsel, who may be an employee
of or other counsel to the Corporation, or the Guarantor, as applicable, who
shall be reasonably acceptable to the Trustee.


 


“Original
Issue Discount Security” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.


 


“Outstanding,”
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except:


 


(1)                                  Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;


 


5

















 


(2)                                  Securities
for whose payment or redemption the necessary amount of money or money’s worth
has been theretofore deposited with the Trustee or any Paying Agent (other than
the Corporation) in trust or set aside and segregated in trust by the
Corporation (if the Corporation shall act as its own Paying Agent) for the
Holders of such Securities; 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;


 


(3)                                  Securities
as to which Defeasance has been effected pursuant to Section 1302; and


 


(4)                                  Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu
of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Corporation proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Corporation;


 


provided,
however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated
Maturity of a Security is not determinable, the principal amount of such
Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the
principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated
by Section 301, of the principal amount of such Security (or, in the case
of a Security described in Clause (A) or (B) above, of the amount
determined as provided in such Clause), and (D) Securities owned by the
Corporation or any other obligor upon the Securities or any Affiliate of the
Corporation or of any such other obligor, whether of record or beneficially,
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 the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Corporation or any other obligor upon the Securities or
any Affiliate of the Corporation or of any such other obligor.


 


“Paying Agent”
means any Person authorized by the Corporation to pay the principal of or any
premium or interest on any Securities on behalf of the Corporation.


 


“Payment
Default” has the meaning set forth in Section 513.


 


“Periodic
Offering” means an offering of Securities of a series from time to time
the specific terms of which Securities, including without limitation the rate
or rates of interest or


 


6

















 


formula for
determining the rate or rates of interest thereon, if any, the Stated Maturity
or Maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Corporation upon the issuance of such
Securities.


 


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


 


“Place of
Payment,” when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as contemplated by Section 301.


 


“Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.


 


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


 


“Redemption
Price,” when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Indenture.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 301.


 


“Required
Currency” has the meaning set forth in Section 116.


 


“Responsible
Officer,” when used with respect to the Trustee, means the chairman or any
vice-chairman of the board of directors, the chairman or any vice-chairman of
the executive committee of the board of directors, the chairman of the trust
committee, the president, any vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any assistant vice
president, any senior trust officer, any trust officer or assistant trust
officer, the controller or any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture.


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in
each case as amended from time to time.


 


“Security
Register” and “Security Registrar” have the respective meanings specified in Section 305.


 


7

















 


“Significant
Subsidiary” means (i) any direct or indirect Subsidiary of the Corporation
that would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Corporation that, taken together as a group, would
be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such regulation
is in effect on the date hereof.


 


“Special
Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 307(1).


 


“Stated
Maturity,” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, in the case of such
principal, as such date may be advanced or extended as provided pursuant
to the terms of such Security established pursuant to Section 301.


 


“Subsidiary”
of any specified Person means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power for the
election of directors of such corporation (irrespective of whether or not at
the time stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned by such Person, or by one or more
other Subsidiaries, or by such Person and one or more other Subsidiaries.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
shall mean, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person, “Trustee” as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that
series.


 


“U.S.
Government Obligations” means securities which are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, and which in the case of (i) and
(ii) are not callable or redeemable at the option of the issuer thereof,
and shall also include a depositary receipt issued by a bank or trust company
as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depositary receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by
the custodian in respect of the U.S. Government Obligation evidenced by such
depositary receipt.


 


8

















 


Section 102                                   Compliance
Certificates and Opinions.


 


Upon any
application or request by the Corporation to the Trustee to take any action
under any provision of this Indenture, the Corporation shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers’ Certificate, if to be given by an officer of the Corporation, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include


 


(1)                                  a statement that each individual
signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;


 


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


 


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


 


(4)                                  a statement as to whether, in the
opinion of each such individual, such condition or covenant has been complied
with.


 


Section 103                                   Form of
Documents Delivered to Trustee.


 


In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


Any
certificate or opinion of an officer of the Corporation may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer’s certificate or opinion is
based are erroneous. Any such certificate or opinion of counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Corporation stating
that the information with respect to such factual matters is in the possession
of the Corporation, unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.


 


9

















 


Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.


 


Whenever,
subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical,
typographical or other inadvertent or unintentional error or omission shall be
discovered therein, a new document or instrument may be substituted
therefor in corrected form with the same force and effect as if originally
filed in the corrected form and, irrespective of the date or dates of the
actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the
date or dates required with respect to the document or instrument for which it
is substituted. Anything in this Indenture to the contrary notwithstanding, if
any such corrective document or instrument indicates that action has been taken
by or at the request of the Corporation which could not have been taken had the
original document or instrument not contained such error or omission, the
action so taken shall not be invalidated or otherwise rendered ineffective but
shall be and remain in full force and effect, except to the extent that such
action was a result of willful misconduct or bad faith. Without limiting the
generality of the foregoing, any Securities issued under the authority of such
defective document or instrument shall nevertheless be the valid obligations of
the Corporation entitled to the benefits of this Indenture equally and ratably
with all other Outstanding Securities, except as aforesaid.


 


Section 104                                   Acts
of Holders; Record Dates.


 


Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made 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,
where it is hereby expressly required, to the Corporation. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the
Corporation, if made in the manner provided in this Section.


 


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 him the execution thereof. Where such execution is by a signer
acting in a capacity other than the signer’s individual capacity, such
certificate or affidavit shall also constitute sufficient proof of the 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.


 


The ownership
of Securities shall be proved by the Security Register.


 


10

















 


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 or the Corporation in reliance thereon,
whether or not notation of such action is made upon such Security.


 


The
Corporation may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled
to give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series; provided that the
Corporation may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take or revoke the relevant action, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Corporation from setting a new record date
for any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant series on
the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Corporation, at its own expense, shall cause notice of
such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 106.


 


The Trustee may set
any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction or to revoke the same, whether or not such
Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for
any action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant series on
the date such action is taken. Promptly after any record date is set pursuant to
this paragraph, the Trustee, at the Corporation’s expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be sent to


 


11

















 


the Corporation in writing and to each Holder
of Securities of the relevant series in the manner set forth in Section 106.


 


With respect
to any record date set pursuant to this Section, the party hereto which sets
such record date may designate any day as the “Expiration Date” on or
prior to which any Act must be taken to be effective,  and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 106 on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the party hereto which set
such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.


 


Without
limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more
duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.


 


Section 105                                   Notices,
Etc., to Trustee and Corporation.


 


Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,


 


(1)                                  the Trustee by any
Holder or by the Corporation shall be sufficient for every purpose hereunder if
in writing, which may be made via facsimile, to or with the Trustee at its
[Corporate Trust Office, Attention: Global Agency and Trust Services], or


 


(2)                                  the Corporation by
the Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing, which may be
made via facsimile, or mailed, first-class postage prepaid, to the
Corporation addressed to it at the address of its principal office at One
Harrah’s Court, Las Vegas, Nevada 89119, Attention: General Counsel, or at any
other address previously furnished in writing to the Trustee by the
Corporation.


 


Section 106                                   Notice
to Holders; Waiver.


 


Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the


 


12

















 


Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed by such Holders or the Corporation with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


In case by
reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.


 


Section 107                                   Conflict
with Trust Indenture Act.


 


If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such provision of the Trust Indenture Act
to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be.


 


Section 108                                   Effect
of Headings and Table of Contents.


 


The Table of
Contents, Cross-Reference Table, and headings of the Articles and Sections of
this Indenture have been inserted for convenience only, are not to be
considered a part hereof, and shall in no way modify or restrict any of
the terms or provisions hereof.


 


Section 109                                   Successors
and Assigns.


 


All covenants
and agreements in this Indenture by the Corporation shall bind its successors
and assigns, whether so expressed or not. All covenants and agreements in this
Indenture by the Trustee shall bind its successors and assigns, whether so
expressed or not.


 


Section 110                                   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 111                                   Benefits
of Indenture.


 


Nothing in
this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto, their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


 


Section 112                                   Governing
Law.


 


This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York without regard to conflicts of laws
principles thereof.


 


13

















 


Section 113                                   Legal
Holidays.


 


In any case
where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity.


 


Section 114                                   Counterparts.


 


This Indenture
may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.


 


Section 115                                   No
Adverse Interpretation of Other Agreements.


 


This Indenture
may not be used to interpret another indenture, loan or debt agreement of
the Corporation or a Subsidiary. Any such indenture, loan or debt agreement may not
be used to interpret this Indenture.


 


Section 116                                   Judgment
Currency.


 


The Company
agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Notes (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York
the Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall
not be discharged or satisfied by any tender or any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in
any currency other than the Required Currency, except to the extent that such
tender or


 


14

















 


recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose
of recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.


 


ARTICLE II.


 


SECURITY FORMS


 


Section 201                                   Forms
Generally.


 


The Securities
of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a
Board Resolution, in one or more indentures supplemental hereto or in an
Officers’ Certificate pursuant to Section 301 hereof with respect to the series of
Securities established pursuant to such Officers’ Certificate or supplemental
indenture, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Corporation and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.


 


The definitive
Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers
executing such Securities, as evidenced by their execution of such Securities.


 


Section 202                                   Form of
Face of Security.


 


[Insert any
legend required by the Internal Revenue Code and the regulations thereunder.]


 


[Insert Global
Securities Legend, if applicable]


 


HARRAH’S OPERATING COMPANY, INC.


 


    % Notes due 20  

Payment of principal, interest and premium, if any, unconditionally guaranteed
by


 


HARRAH’S ENTERTAINMENT, INC.


 


15

















 


 


	
   

  	
   

  	
  $                

  
	
   

  	
   

  	
   

  
	
  No.      

  	
   

  	
  CUSIP No.      

  



 


Harrah’s
Operating Company, Inc., a Delaware corporation (herein called the “Corporation,”
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                                ,
or registered assigns, the principal sum of                        
Dollars ($                   )
on                          
[if the Security is to bear interest prior to Maturity and interest payment
periods are not extendable, insert - , and to pay interest thereon from                          
or from the most recent date to which interest has been paid or duly provided
for, [insert - semi-annually, quarterly, monthly or other description of the
relevant payment period] on [                          ,
                        ,]
of each year (each, an “Interest Payment Date”), commencing                             ,
at the rate of     % per annum, until the principal hereof
is paid or made available for payment [if applicable, insert - , provided that
any principal hereof or premium, if any, or interest hereon which is not paid
when due shall bear interest at the rate of    % per annum (to
the extent that the payment of such interest shall be legally enforceable) from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. Interest on this
Security shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the [                                ]
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for on any Interest Payment Date will forthwith cease to be payable to
the Holder on such Regular Record Date by virtue of having been such Holder and
may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].


 


[If the
Security is not to bear interest prior to Maturity, insert - The principal of
this Security shall not bear interest except in the case of a default in
payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal and any overdue premium shall bear
interest at the rate of     % per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. Any such interest
on overdue principal or premium which is not paid on demand shall bear interest
at the rate of     % per annum (to the extent that the
payment of such interest on interest shall be legally enforceable), from the
date of such demand until the amount


 


16

















 


so demanded is
paid or made available for payment. Interest on any overdue interest shall be
payable on demand.]


 


Payment of the
principal of (and premium, if any) and [if applicable, insert - any such]
interest on this Security will be made at the office or agency of the
Corporation maintained for that purpose in New York City, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert - ;
provided, however, that at the option of the Corporation payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer at such place
and to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least fifteen (15) days prior to the
date for payment by the Person entitled thereto]. [In the case of a Global
Security registered in the name of the Depository Trust Company or its nominee,
insert—Notwithstanding the foregoing, so long as the Holder of this Security is
the Depositary or its nominee, payment of the principal of (and premium, if
any) and [if applicable, insert—any such] interest on this Security will be
made by wire transfer of immediately available funds.]


 


Reference is
hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


IN WITNESS
WHEREOF, the Corporation has caused this instrument to be duly executed.


 


	
  Dated as of Date of Authentication:

  	
  HARRAH’S OPERATING

  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


Section 203                                   Form of
Reverse of Security.


 


This Security
is one of a duly authorized issue of securities of the Corporation (herein
called the “Securities”), issued and to be issued in one or more series under
an Indenture, dated as of  ,      (herein
called the “Indenture,” which term shall have the meaning assigned to it in
such instrument), between the Corporation and U.S. Bank National Association,
as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Corporation, the Trustee and the Holders of the


 


17

















 


Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face
hereof [if applicable, insert - , limited (subject to exceptions provided in
the Indenture) in aggregate principal amount to $             ].


 


The Securities
are subject to redemption prior to the Maturity Date of the principal thereof
as provided in the Indenture.


 


The indenture
contains provisions whereby (i) the Corporation may be discharged
from its obligations with respect to the Securities (subject to certain
exceptions) or (ii) the Corporation may be released from its
obligations under specified covenants and agreements in the Indenture, in each
case if the Corporation irrevocably deposits with the Trustee money or U.S.
Government Obligations sufficient to pay and discharge the entire indebtedness
on all Securities, and satisfies certain other conditions, all as more fully
provided in the Indenture.


 


[If the
Security is not an Original Issue Discount Security, insert - If an Event of
Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]


 


[If the
Security is an Original Issue Discount Security, insert - If an Event of
Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to [insert formula for determining the
amount]. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and
interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Corporation’s obligations in respect of the
payment of the principal of and premium and interest, if any, on the Securities
of this series shall terminate.]


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Corporation and the
rights of the Holders of the Securities of each series affected under the
Indenture at any time by the Corporation and the Trustee with the consent of
the Holders of at least a majority in aggregate principal amount of the
Securities of each series at the time Outstanding affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Corporation with certain provisions of the
Indenture and certain past defaults under the Indenture with respect to such series and
its consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.


 


As provided in
and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding, judicial or otherwise,
with respect to the Indenture, or for the appointment of a receiver or trustee,
or for any other remedy thereunder,


 


18

















 


unless such
Holder shall have previously given the Trustee written notice of a continuing
Event of Default with respect to the Securities of this series, the Holders of
not less than 25% in principal amount of the Securities of this series at
the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee, such
Holder or Holders shall have offered the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such
request, and the Trustee, for 60 days after its receipt of such notice shall
not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent
with such request, and the Trustee shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.


 


As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Corporation in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Corporation and
the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.


 


The Securities
of this series are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service
charge shall be made for any such registration of transfer or exchange, but the
Corporation may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior to due
presentment of this Security for registration of transfer, the Corporation, the
Trustee and any agent of the Corporation or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Corporation,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security
shall be governed by and construed in accordance with the laws of the State of
New York without regard to conflicts of laws principles thereof.


 


19

















 


All terms used
in this Security which are defined in the Indenture and not defined herein
shall have the meanings assigned to them in the Indenture.


 


Section 204                                   Form of
Legend for Global Securities.


 


Unless
otherwise specified as contemplated by Section 301 for the Securities
evidenced thereby, every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form (the “Global
Securities Legend”):


 


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Section 205                                   Form of
Trustee’s Certificate of Authentication.


 


This is one of
the Securities of the series designated therein referred to in the
within-mentioned Indenture.


 


	
   

  	
  U.S. Bank National Association,

  
	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
						



 


ARTICLE III.


 


THE SECURITIES


 


Section 301                                   Amount
Unlimited; Issuable in Series.


 


The aggregate
principal amount of Securities which may be authenticated and delivered
under this Indenture is unlimited.


 


The Securities
may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series:


 


20

















 


(1)                                  the title of the Securities of the series (which
shall distinguish the Securities of the series from Securities of any
other series);


 


(2)                                  any limit upon the aggregate
principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906 or 1106 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder);


 


(3)                                  the Person to whom any interest on a
Security of the series shall be payable, if other than the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest;


 


(4)                                  the date or dates on which the
principal of any Securities of the series is payable or the method by
which such date shall be determined and the right, if any, to shorten or extend
the date on which the principal of any Securities of the series is payable
and the conditions to any such change;


 


(5)                                  the rate or rates at which any
Securities of the series shall bear interest, if any, or the method by
which such rate or rates shall be determined; the date or dates from which any
such interest shall accrue; the Interest Payment Dates on which any such
interest shall be payable; the manner (if any) of determination of such
Interest Payment Dates; and the Regular Record Date, if any, for any such
interest payable on any Interest Payment Date;


 


(6)                                  the right, if any, to extend the
interest payment periods and the terms of such extensions;


 


(7)                                  the subordination, if any, of the
Securities;


 


(8)                                  the convertibility, if any, of the
Securities into shares of common stock, par value $.10 per share, of the
Guarantor;


 


(9)                                  the place or places where the
principal of and any premium and interest on any Securities of the series shall
be payable and whether, if acceptable to the Trustee, any principal of such
Securities shall be payable without presentation or surrender thereof;


 


(10)                            the period or periods within which,
or the date or dates on which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed,
in whole or in part, at the option of the Corporation and, if other than by a
Board Resolution, the manner in which any election by the Corporation to redeem
the Securities shall be evidenced;


 


(11)                            if other than denominations of
$1,000 and any integral multiple thereof, the denominations in which any
Securities of the series shall be issuable;


 


21

















 


(12)                            if the amount of principal of or any
premium or interest on any Securities of the series may be determined
with reference to an index or pursuant to a formula, the manner in which such
amounts shall be determined;


 


(13)                            if other than the currency of the
United States of America, the currency, currencies or currency units in which
the principal of or any premium or interest on any Securities of the series shall
be payable and the manner of determining the equivalent thereof in the currency
of the United States of America for any purpose, including for purposes of the
definition of “Outstanding” in Section 101;


 


(14)                            if the principal of or any premium
or interest on any Securities of the series is to be payable, at the
election of the Corporation or the Holder thereof, in one or more currencies or
currency units other than that or those in which such Securities are stated to
be payable, the currency, currencies or currency units in which the principal
of or any premium or interest on such Securities as to which such election is
made shall be payable, the periods within which and the terms and conditions
upon which such election is to be made and the amount so payable (or the manner
in which such amount shall be determined);


 


(15)                            if other than the entire principal
amount thereof, the portion of the principal amount of any Securities of the series which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502;


 


(16)                            if the principal amount payable at
the Stated Maturity of any Securities of the series will not be
determinable as of any one or more dates prior to the Stated Maturity, the
amount which shall be deemed to be the principal amount of such Securities as
of any such date for any purpose thereunder or hereunder, including the
principal amount thereof which shall be due and payable upon any Maturity other
than the Stated Maturity or which shall be deemed to be Outstanding as of any
date prior to the Stated Maturity (or, in any such case, the manner in which
such amount deemed to be the principal amount shall be determined);


 


(17)                            if either or both of Sections 1302
and 1303 do not apply to any Securities of the series;


 


(18)                            if applicable, that any Securities
of the series shall be issuable in whole or in part in the form of
one or more Global Securities and, in such case, the respective Depositary or
Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of
that set forth in Section 204 and any circumstances in addition to or in
lieu of those set forth in Clause (2) of the last paragraph of Section 305
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the Depositary for such
Global Security or a nominee thereof;


 


(19)                            any addition, modification or
deletion of any Events of Default or covenants provided with respect to any
Securities of the series and any change in the


 


22

















 


right of the Trustee or the requisite Holders
of such Securities to declare the principal amount thereof due and payable
pursuant to Section 502;


 


(20)                            any addition to or change in the
covenants set forth in Article Ten which applies to Securities of the
series; and


 


(21)                            any other terms of the series.


 


All Securities
of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth,
or determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.


 


If any of the
terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Corporation and delivered to
the Trustee at or prior to the delivery of the Officers’ Certificate setting
forth the terms or the manner of determining the terms of the series.


 


With respect
to Securities of a series offered in a Periodic Offering, the Board
Resolution (or action taken pursuant thereto), Officers’ Certificate or
supplemental indenture referred to above may provide general terms or
parameters for Securities of such series and provide either that the
specific terms of particular Securities of such series shall be specified
in a Company Order or that such terms shall be determined by the Corporation in
accordance with other procedures specified in a Company Order as contemplated
by the third paragraph of Section 303.


 


Notwithstanding
Section 301(2) herein and unless otherwise expressly provided with
respect to a series of Securities, a series of Securities may from
time to time be “re-opened” and the aggregate principal amount of any such series of
Securities may be increased and additional Securities of such series may be
issued up to the maximum aggregate principal amount authorized with respect to
such series as increased.


 


Section 302                                   Denominations.


 


The Securities
of each series shall be issuable only in fully registered form without
coupons and only in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such specified denomination with
respect to the Securities of any series, the Securities of such series shall
be issuable in denominations of $1,000 and any integral multiple thereof.


 


Section 303                                   Execution,
Authentication, Delivery and Dating.


 


The Securities
shall be executed on behalf of the Corporation by an Officer. The signature of
the Officer on the Securities may be manual or facsimile.


 


Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper Officers of the Corporation shall bind the Corporation,
notwithstanding that such


 


23

















 


individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such
Securities.


 


At any time
and from time to time after the execution and delivery of this Indenture, the
Corporation may deliver Securities of any series executed by the
Corporation to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities, provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of electronic instructions from the
Corporation or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company
Order delivered to the Trustee prior to the time of the first authentication of
Securities of such series. If the form or terms of the Securities of the series have
been established by or pursuant to one or more Board Resolutions as permitted
by Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)                                  if the form of such Securities
has been established by or pursuant to Board Resolution as permitted by Section 201,
that such form has been established in conformity with the provisions of
this Indenture;


 


(2)                                  if the terms of such Securities have
been, or in the case of Securities of a series offered in a Periodic
Offering, will be, established by or pursuant to Board Resolution as permitted
by Section 301, that such terms have been, or in the case of Securities of
a series offered in a Periodic Offering, will be, established in
conformity with the provisions of this Indenture, subject, in the case of
Securities of a series offered in a Periodic Offering, to any conditions
specified in such Opinion of Counsel; and


 


(3)                                  that such Securities, when
authenticated and delivered by the Trustee and issued by the Corporation in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Corporation enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 


If such form or
terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.


 


Notwithstanding
the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it
shall not be necessary to deliver the Officers’ Certificate otherwise required
pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are
delivered at or


 


24

















 


prior to the
authentication upon original issuance of the first Security of such series to
be issued.


 


With respect
to Securities of a series offered in a Periodic Offering, the Trustee may rely,
as to the authorization by the Corporation of any of such Securities, the form and
terms thereof and the legality, validity, binding effect and enforceability
thereof, upon the Opinion of Counsel and the other documents delivered pursuant
to Sections 201 and 301 and this Section, as applicable, in connection with the
first authentication of Securities of such series.


 


Each Security
shall be dated the date of its authentication.


 


No Security
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by
the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 309, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.


 


Section 304                                   Temporary
Securities.


 


Pending the
preparation of definitive Securities of any series, the Corporation may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.


 


If temporary
Securities of any series are issued, the Corporation will cause definitive
Securities of that series to be prepared without unreasonable delay. After
the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities
of such series, upon surrender of the temporary Securities of such series at
the office or agency of the Corporation in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series, the Corporation shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and
tenor.


 


Section 305                                   Registration,
Registration of Transfer and Exchange.


 


The
Corporation shall cause to be kept at the Corporate Trust Office of the Trustee
a register (the register maintained in such office or in any other office or
agency of the Corporation


 


25

















 


in a Place of
Payment being herein sometimes referred to as the “Security Register”) in
which, subject to such reasonable regulations as it may prescribe, the
Corporation shall provide for the registration of Securities and of transfers
of Securities. The Trustee is hereby appointed “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein
provided.


 


Upon surrender
for registration of transfer of any Security of a series at the office or
agency of the Corporation in a Place of Payment for that series, the
Corporation shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.


 


At the option
of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Corporation shall execute, and the Trustee shall authenticate
and deliver, the Securities, which the Holder making the exchange is entitled
to receive.


 


All Securities
issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Corporation evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.


 


Every Security
presented or surrendered for registration of transfer or for exchange shall (if
so required by the Corporation or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to
the Corporation and the Security Registrar duly executed, by the Holder thereof
or his attorney duly authorized in writing.


 


No service
charge shall be assessed against the Holder for any registration of transfer or
exchange of Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1106 not
involving any transfer.


 


If the
Securities of any series (or of any series and specified tenor) are
to be redeemed, the Corporation shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of
that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption and ending
at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.


 


The provisions
of Clauses (1), (2), (3) and (4) below shall apply only to Global
Securities:


 


(1)                                  Each Global Security authenticated
under this Indenture shall be registered in the name of the Depositary designated
for such Global Security or a nominee thereof


 


26

















 


and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall constitute a
single Security for all purposes of this Indenture.


 


(2)                                  Notwithstanding any other provision
in this Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part may be
registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary has notified the
Corporation that it is unwilling or unable to continue as Depositary for such
Global Security and a successor Depositary has not been appointed by the
Corporation within 90 days of receipt by the Corporation of such notification, (B) if
at any time the Depositary ceases to be a clearing agency registered under the
Exchange Act at a time when the Depositary is required to be so registered to
act as such Depositary and no successor Depositary shall have been appointed by
the Corporation within 90 days after it became aware of such cessation, (C) the
Corporation, in its sole discretion, executes and delivers to the Trustee a
Company Order to the effect that such Global Security, together with all other
Global Securities of the same series, shall be exchangeable as described below,
(D) an Event of Default has occurred and is continuing with respect to the
Securities of such series, or (E) there shall exist such circumstances, if
any, in addition to or in lieu of the foregoing as have been specified for this
purpose as contemplated by Section 301. If any of the events described in
clauses (A) through (E) of the preceding sentence occur, the
beneficial owners of interests in the relevant Global Securities will be
entitled to exchange those interests for definitive Securities and, without
unnecessary delay but in any event not later than the earliest date on which
those interests may be so exchanged, the Corporation will deliver to the
Trustee definitive Securities in such form and denominations as are
required by or pursuant to this Indenture, and of the same series, containing
identical terms and in an aggregate principal amount equal to the principal
amount of such Global Securities, such Securities to be duly executed by the
Corporation. On or after the earliest date on which such beneficial interests may be
so exchanged, such Global Securities shall be surrendered from time to time by
the Depositary as shall be specified in the Company Order with respect thereto
(which the Corporation agrees to deliver), and in accordance with any
instructions given to the Trustee and the Depositary (which instructions shall
be in writing but need not be contained in or accompanied by an Officers’
Certificate or be accompanied by an Opinion of Counsel), as shall be specified
in the Company Order with respect thereto to the Trustee, as the Corporation’s
agent for such purpose, to be exchanged, in whole or in part, for definitive
Securities as described above without charge. The Trustee shall authenticate
and make available for delivery, in exchange for each portion of such
surrendered Global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like
tenor as the portion of such Global Security to be exchanged. Promptly
following any such exchange in part, such Global Security shall be returned by
the Trustee to such Depositary or its custodian. If a definitive Security is
issued in exchange for any portion of a Global Security after the close of
business at the place where such exchange occurs on or after (i) any
Regular Record Date for such Security and before the opening of business at that
Place of Payment on the next Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such Place
of Payment on the related proposed date for the payment of Defaulted Interest,
as the case may be, interest shall not


 


27

















 


be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such
definitive Security, but shall be payable on such Interest Date or proposed date
for payment, as the case may be, only to the Person to whom interest in
respect of such portion of such Global Security shall be payable in accordance
with the provisions of this Indenture.


 


(3)                                  Subject to Clause (2) above,
any exchange or transfer of a Global Security for other Securities may be
made in whole or in part, and all Securities issued in exchange for or upon
transfer of a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.


 


(4)                                  Every Security authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether pursuant to this Section, Section 304,
306, 906 or 1106 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Security, unless such Security is registered in the name
of a Person other than the Depositary for such Global Security or a nominee
thereof.


 


Section 306                                   Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any
mutilated Security is surrendered to the Trustee, the Corporation shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.


 


If there shall
be delivered to the Corporation and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Corporation or the Trustee that such Security has been acquired by a bona fide
purchaser, the Corporation shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.


 


In case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Corporation in its discretion may, instead of
issuing a new Security, pay such Security.


 


Upon the
issuance of any new Security under this Section, the Corporation 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 reasonable expenses
(including the fees and expenses of the Trustee) connected therewith.


 


Every new
Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Corporation, whether or not the destroyed, lost
or stolen Security shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Securities of that series duly issued hereunder.


 


28

















 


The provisions
of this Section are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities.


 


Section 307                                   Payment
of Interest; Interest Rights Preserved.


 


Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, such payment to be made at the office or agency maintained for such
purpose pursuant to Section 1002; provided, however, that, at the option
of the Corporation, interest on any series of Securities that bear
interest may be paid (i) by check mailed to the address of the
Persons entitled thereto as such addresses shall appear on the Security
Register or (ii) by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing
to the Trustee at least 15 days prior to the date for payment by the Persons
entitled thereto. Any such instructions given pursuant to clause (ii) shall
remain in effect until revoked by written notice to the Trustee at least 15
days prior to any payment date by the Person entitled to such payment.


 


Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Corporation, at its
election in each case, as provided in Clause (1) or (2) below:


 


(1)                                  The Corporation may elect to
make payment of any Defaulted Interest to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Corporation shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Security of such series and the date
of the proposed payment, and at the same time the Corporation shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Corporation of such Special Record Date and, in the
name and at the expense of the Corporation, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth
in Section 106, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so


 


29

















 


mailed, such Defaulted Interest shall be paid
to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).


 


(2)                                  The Corporation may make
payment of any Defaulted Interest on the Securities of any series in any
other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the Corporation
to the Trustee of the proposed payment pursuant to this Clause, such manner of
payment shall be deemed practicable by the Trustee.


 


Subject to the
foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.


 


Section 308                                   Persons
Deemed Owners.


 


Prior to due
presentment of a Security for registration of transfer, the Corporation, the
Trustee and any agent of the Corporation 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 and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
corporation, the Trustee or any agent of the Corporation or the Trustee shall
be affected by notice to the contrary.


 


Section 309                                   Cancellation.


 


All Securities
surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly canceled by it. The Corporation may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Corporation may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Corporation has not issued and
sold, and all Securities so delivered shall be promptly canceled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Securities held by the Trustee shall be
disposed of as directed by a Company Order; provided, however, that the Trustee
shall not be required to destroy such canceled Securities.


 


Section 310                                   Computation
of Interest.


 


Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


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Section 311                                   CUSIP
Numbers.


 


The
Corporation 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 that 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 Corporation shall promptly notify
the Trustee of any change in the “CUSIP” numbers.


 


Section 312                                   Mandatory
Disposition of Notes Pursuant to Gaming Laws.


 


Each Holder
and beneficial owner, by accepting or otherwise acquiring an interest in the
Securities, shall be deemed to have agreed that if the Gaming Authority of any
jurisdiction in which the Corporation or any of its subsidiaries conducts or
proposes to conduct gaming requires that a Person who is a Holder or beneficial
owner must be licensed, qualified or found suitable under the applicable Gaming
Laws, such Holder or beneficial owner 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, then the
Corporation shall have the right, at its option, (i) to require such
Person to dispose of its Securities or beneficial interest therein within 30
days of receipt of notice of the Corporation’s election or such earlier date as
may be requested or prescribed by such Gaming Authority or (ii) to
redeem such Securities at a redemption price equal to the lesser of (a) such
Person’s cost or (b) 100% of the principal amount thereof, plus accrued
and unpaid interest to the earlier of the redemption date and the date of the
finding of unsuitability, which may be less than 30 days following the
notice of redemption if so requested or prescribed by the Gaming Authority. The
Corporation shall notify the Trustee in writing of any such redemption as soon
as practicable. The Corporation shall not be responsible for any costs or
expenses any such Holder or beneficial owner may incur in connection with
its application for a license, qualification or a finding of suitability.


 


ARTICLE IV.


 


SATISFACTION AND
DISCHARGE


 


Section 401                                   Satisfaction
and Discharge of Indenture.


 


This Indenture
shall upon Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to those surviving
rights and obligations specified below), and the Trustee, at the expense of the
Corporation, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series, when


 


(1)                                  either


 


(a)                                  all Securities of such series theretofore
authenticated and delivered (other than (i) Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306 and (ii)


 


31

















 


Securities of such series for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Corporation and thereafter repaid to the Corporation or discharged from
such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or


 


(b)                                 all such Securities of such series not
theretofore delivered to the Trustee for cancellation


 


(i)                                     have become due and payable, or


 


(ii)                                  will become due and payable at their
Stated Maturity within one year, or


 


(iii)                               are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Corporation,


 


and the Corporation, in the
case of (b) above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose money in an amount sufficient
to pay and discharge, and which shall be applied by the Trustee to pay and
discharge, the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal and any premium and interest to
the date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption as the case may be;


 


(2)                                  the Corporation has paid or caused
to be paid all other sums payable hereunder by the Corporation; and


 


(3)                                  the Corporation has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture as to such series have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Corporation to the Trustee under Section 607
and, if money shall have been deposited with the Trustee pursuant to subclause (b) of
Clause (1) of this Section, the obligations of the Corporation and the
Trustee with respect to the Securities of such series under Sections 304,
305, 306, 402, 1002, 1003 and [1306] shall survive such satisfaction and
discharge.


 


Section 402                                   Application
of Trust Money.


 


Subject to the
provisions of the last paragraph of Section 1003, all money deposited with
the Trustee pursuant to Section 401 shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either director or though any Paying Agent (including the
Corporation acting as its own Paying Agent) as the Trustee may


 


32

















 


determine, to
the Persons entitled thereto, of the principal and any premium and interest for
whose payment such money has been deposited with the Trustee.


 


ARTICLE V.


 


REMEDIES


 


Section 501                                   Events
of Default.


 


“Event of
Default,” wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected 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), unless it is
specifically deleted or modified in the Board Resolution, an Officers’
Certificate delivered to the Trustee prior to the issuance of such series of
Securities or supplemental indenture under which such series of Securities
is issued or has been deleted or modified in an indenture supplemental hereto:


 


(1)                                  default in the payment of any
interest upon any Security of that series when it becomes due and payable,
and continuance of such default for a period of 30 days (unless the entire
amount of such payment is deposited by the Corporation with the Trustee or with
a Paying Agent prior to the expiration of such period of 30 days); provided,
however, that if the Corporation is permitted by the terms of the Securities of
such series to defer the payment in question, the date on which such
payment is due and payable shall be the date on which the Corporation is
required to make payment following such deferral, if such deferral has been
elected pursuant to the terms of the Securities; or


 


(2)                                  default in the payment of the
principal of or any premium on any Security of that series at its
Maturity, upon redemption or otherwise; or


 


(3)                                  default in the performance, or
breach, of any covenant or warranty of the Corporation or the Guarantor in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of a series of
Securities other than that series) or the Securities of that series, and
continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Corporation or the
Guarantor by the Trustee or to the Corporation, the Guarantor and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice
of Default” hereunder; or


 


(4)                                  the acceleration of the maturity of
any Indebtedness of the Corporation (other than Non-recourse Indebtedness), at
any one time, in an amount in excess of the greater of (i) $25 million and
(ii) 5% of Consolidated Net Tangible Assets, if such acceleration is not
annulled within 30 days after written notice to the Corporation by the


 


 


33

















 


Trustee and the
Holders of at least 25% in principal amount of the Outstanding Securities of
that series; or


 


(5)                                  the Corporation or any of its
Significant Subsidiaries 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 all or substantially all of its property,


 


(d)                                 makes a general assignment for the
benefit of its creditors, or


 


(e)                                  generally is not paying its debts as
the same become due; or


 


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


 


(a)                                  is for relief against the
Corporation or any of its Significant Subsidiaries in an involuntary case,


 


(b)                                 appoints a Custodian of the
Corporation or any of its Significant Subsidiaries or for all or substantially
all of its property, or


 


(c)                                  orders the liquidation of the
Corporation or any of its Significant Subsidiaries, and the order or decree remains
unstayed and in effect for 60 consecutive days; or


 


(7)                                  any other Event of Default provided
with respect to Securities of that series.


 


Section 502                                   Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of
Default with respect to Securities of any series at the time Outstanding
occurs and is continuing (other than an Event of Default referred to in Section 501(5) and
(6), then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare
the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by
the terms thereof) and accrued and unpaid interest, if any, thereon to be due
and payable immediately, by a notice in writing to the Corporation (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and accrued and unpaid interest shall become
immediately due and payable. If an Event of Default specified in Section 501(5) or
(6) shall occur, the principal amount (or specified amount) of and accrued
and unpaid interest, if any, on


 


34

















 


all
Outstanding Securities shall ipso facto become
and be immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.


 


At any time
after such a declaration of acceleration with respect to Securities of any series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Event
of Default giving rise to such declaration of acceleration shall, without
further act, be deemed to have been waived, and such declaration and its
consequences shall, without further act, be deemed to have been rescinded and
annulled, if


 


(1)                                  the Corporation has paid or
deposited with the Trustee a sum sufficient to pay


 


(a)                                  all overdue interest on all
Securities of that series which has become due otherwise than by such
declaration of acceleration,


 


(b)                                 the principal of (and premium, if
any, on) any Securities of that series which have become due otherwise
than by such declaration of acceleration and any interest thereon at the rate
or rates prescribed therefor in such Securities or, if no such rate or rates
are so provided, at the rate or respective rates, as the case may be, of
interest borne by such Securities,


 


(c)                                  to the extent that payment of such
interest is lawful, interest upon overdue interest which has become due
otherwise than by such declaration of acceleration at the rate or rates
prescribed therefor in such Securities or, if no such rate or rates are so
provided, at the rate or respective rates, as the case may be, of interest
borne by such Securities, and


 


(d)                                 all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 607; and


 


(2)                                  all Events of Default with respect
to Securities of that series, other than the non-payment of the principal of or
interest on Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 513.


 


No such
rescission shall affect any subsequent default or impair any right consequent
thereon.


 


Section 503                                   Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


The
Corporation covenants that if


 


(1)                                  default is made in the payment of
any interest on any Security when such interest becomes due and payable and
such default continues for period of 30 days, or


 


35

















 


(2)                                  default is made in the payment of
the principal of (or premium, if any, on) any Security at the Maturity thereof,


 


the
Corporation will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates prescribed
therefor in such Securities or, if no such rate or rates are so provided, at
the rate or respective rates, as the case may be, of interest borne by
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.


 


If the
Corporation fails to pay the money it is required to pay the Trustee pursuant
to the preceding paragraph forthwith upon demand of the Trustee, the Trustee,
in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same
against the Corporation or any other obligor upon such Securities endorsed
thereon and collect the moneys adjudged or decreed to be payable in the manner
provided by law out of the property of the Corporation or any other obligor
upon such Securities, wherever situated.


 


If an Event of
Default with respect to Securities of any series occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


 


Section 504                                   Trustee
May File Proofs of Claim.


 


In case of any
judicial proceeding relative to the Corporation (or any other obligor upon the Securities),
its property or its creditors, the Trustee (irrespective of whether the
principal of such Securities shall then be due and payable as therein expressed
or by declaration of acceleration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Corporation for the payment of
overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization
adjustment, composition or other similar judicial proceeding relative to the
Corporation, the Trustee (irrespective of whether the principal of such
Securities shall then be due and payable as therein expressed or by declaration
of acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Corporation for the payment of overdue principal,
premium, if any, or interest) shall be authorized to file and prove a claim for
the whole amount of principal (and premium, if any) and interest owing and
unpaid in respect of the Securities of such series and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee


 


36

















 


(including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Holders of such Securities
allowed in such judicial proceeding, to collect and receive any moneys or other
property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 607.


 


No provision
of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.


 


Section 505                                   Trustee
May Enforce Claims Without Possession of Securities.


 


All rights of
action and claims under this Indenture or the Securities may be prosecuted
and enforced by the Trustee without the possession of any of the Securities or
the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


Section 506                                   Application
of Money Collected.


 


Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:


 


First: 
To the payment of all amounts due the Trustee under Section 607;


 


Second: 
To the payment of the amounts then due and unpaid for principal of and
any premium and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the aggregate amounts due and payable on
such Securities for principal and any premium and interest; and


 


Third: 
To the payment of the balance, if any, to the Corporation or any other
Person or Persons legally entitled thereto.


 


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Section 507                                   Limitation
on Suits.


 


No Holder of
any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:


 


(1)                                  such Holder has previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Securities of that series;


 


(2)                                  the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;


 


(3)                                  such Holder or Holders have offered
to the Trustee reasonable indemnity against the costs, expenses and liabilities
to be incurred in compliance with such request;


 


(4)                                  the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity has failed to institute
any such proceeding; and


 


(5)                                  no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the
Holders of a majority in principal amount of the Outstanding Securities of that
series;


 


it being
understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.


 


Section 508                                   Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the
principal of and any premium and (subject to Section 307) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


Section 509                                   Restoration
of Rights and Remedies.


 


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


 


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Section 510                                   Rights
and Remedies Cumulative.


 


Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section 511                                   Delay
or Omission Not Waiver.


 


No delay or
omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.


 


Every right
and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 512                                   Control
By Holders.


 


The Holders of
a majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of such series;
provided that:


 


(1)                                  such direction shall not be in
conflict with any rule of law or with this Indenture,


 


(2)                                  the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction,


 


(3)                                  such direction is not unduly
prejudicial to the rights of other Holders of Securities of that series not
joining in that action;


 


(4)                                  subject to the provisions of Section 501,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer of the Trustee, determine
that the proceeding so directed would involve the Trustee in personal
liability.


 


Section 513                                   Waiver
of Past Defaults.


 


The Holders of
at least a majority in principal amount of the Outstanding Securities of any series with
respect to which any default under the Indenture shall have occurred and be
continuing (voting as one class) may, on behalf of the Holders of all
Securities of such series, waive such past default under the Indenture and its
consequences, except a default in the


 


39

















 


payment of the
principal of or any premium or interest on any Security of such series  (a
“Payment Default”) (provided, however, that the Holders of a majority in
principal amount of the Outstanding Securities of such series may rescind
an acceleration and its consequences (other than an acceleration relating to a
Payment Default), including any related payment default that resulted from such
acceleration).


 


Upon any such
waiver, such default shall cease to exist and be deemed not to have occurred,
and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.


 


Section 514                                   Undertaking
for Costs.


 


All parties to
this Indenture agree, and each Holder of any Security by his acceptance thereof
such be deemed to have agreed, that any court may in its discretion require,
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, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and disbursements,
against any party litigant in such suit having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this Section 514 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on any
Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).


 


Section 515                                   Waiver
of Stay or Extension Laws.


 


The
Corporation covenants (to the extent that it may lawfully do so) that it
will 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 or any usury law
or Usury wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Corporation (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


 


ARTICLE VI.


 


THE TRUSTEE


 


Section 601                                   Certain
Duties and Responsibilities.


 


(1)                                  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.


 


40

















 


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


 


(a)                                  The Trustee need perform only
those duties that are specifically set forth in this Indenture and no others.


 


(b)                                 In the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon Officers’
Certificates or Opinions of Counsel furnished to the Trustee and conforming to
the requirements of this Indenture; however, in the case of any such
Officers’ Certificates or Opinions of Counsel which by any provisions hereof
are specifically required to be furnished to the Trustee, the Trustee shall
examine such Officers’ Certificates and Opinions of Counsel to determine
whether or not they conform to the requirements of this Indenture.


 


(3)                                  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:


 


(a)                                  This paragraph does not limit the
effect of paragraph (2) of this Section.


 


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


 


(c)                                  The Trustee shall not be liable with
respect to any action taken, suffered or omitted to be taken by it with respect
to the Securities of any series in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities of any series relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series.


 


(4)                                  Every provision of this Indenture
that in any way relates to the Trustee is subject to paragraph (1), (2) and
(3) of this Section.


 


(5)                                  The Trustee may refuse to perform any
duty or exercise any right or power unless it receives indemnity satisfactory
to it against any loss, liability or expense.


 


(6)                                  No provision of this Indenture shall
require the Trustee to risk its own funds or otherwise incur any financial
liability in the performance of any of its duties, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk is not
reasonably assured to it.


 


(7)                                  The Paying Agent and the Security
Registrar shall be entitled to the protections, immunities and standard of care
as are set forth in paragraphs (1), (2) and (3) of this Section with
respect to the Trustee.


 


41

















 


Section 602                                   Notice
of Defaults.


 


If a default
occurs and is continuing hereunder with respect to Securities of any series and
if it is known to a Responsible Officer of the Trustee, the Trustee shall mail
to each Holder of Securities of such series a notice of such default
within 90 days after it occurs or, if later, after a Responsible Officer of the
Trustee has knowledge of such default. Except in the case of a default in
payment of principal of or interest on any series of Securities, the
Trustee may withhold the notice if and so long as its corporate trust
committee or a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of Securities of
such series. For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to Securities of such series.


 


Section 603                                   Certain
Rights of Trustee.


 


Subject to the
provisions of Section 601:


 


(1)                                  the Trustee may rely and shall
be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the
proper party or parties;


 


(2)                                  whenever in the administration of
this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers’ Certificate;


 


(3)                                  the Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


(4)                                  prior to the occurrence of an Event
of Default, the Trustee shall undertake to perform only such duties as are
specifically set forth in this Indenture; and in case an Event of Default has
occurred and is continuing with respect to the Securities of any series, the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture with respect to the Securities of such series,
whether at the request or direction of any of the Holders thereof or pursuant
to any other provision in this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;


 


(5)                                  the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Trustee


 


42

















 


shall determine to make such further inquiry
or investigation, it shall be entitled, at reasonable times previously notified
to the Corporation, to examine the relevant books, records and premises of the
Corporation, personally or by agent or attorney;


 


(6)                                  the Trustee may execute any of
the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;


 


(7)                                  the Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers;


 


(8)                                  except with respect to Section 401,
the Trustee shall have no duty to inquire as to the performance of the Company
with respect to the covenants contained in Article X, and in addition, the
Trustee shall not be deemed to have knowledge of an Event of Default except (i) any
default or Event of Default occurring pursuant to Sections 1001, 501(1) or
501(2) or (ii) any default or Event of Default of which the Trustee
shall have received written notification or obtained actual knowledge; and


 


(9)                                  delivery of reports, information and
documents to the Trustee under Section 703 is for informational purposes
only and the Trustee’s receipt of the foregoing shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Corporation’s compliance with any
of their covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


Section 604                                   Not
Responsible for Recitals or Issuance of Securities.


 


The recitals
contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Corporation, and the
Trustee shall not assume any responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Corporation of Securities or the proceeds thereof.


 


Section 605                                   May Hold
Securities.


 


The Trustee,
any Paying Agent, any Security Registrar or any other agent of the Corporation,
in its individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Corporation with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.


 


Section 606                                   Money
Held in Trust.


 


Money held by
the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Corporation.


 


43

















 


Section 607                                   Compensation
and Reimbursement.


 


The
Corporation agrees


 


(1)                                  to pay to the Trustee from time to
time such reasonable compensation for all services rendered by it hereunder as
shall be agreed to in writing between the Corporation and the Trustee dated not
later than the date hereof (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);


 


(2)                                  except as otherwise expressly
provided herein, to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to
its negligence, willful misconduct or bad faith; and


 


(3)                                  to indemnify the Trustee for, and to
hold it harmless against, any and all loss, liability, damage, claim or expense,
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence, willful misconduct or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. The Corporation need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld. This
indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee.


 


The Trustee
shall have a first priority lien prior to the Securities upon all property and
funds held by it hereunder for any amount owing it or any predecessor Trustee
pursuant to this Section 607, except with respect to funds held in trust
for the benefit of the Holders of Securities.


 


Without
limiting any rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(5) or Section 501(6), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.


 


The provisions
of this Section shall survive the resignation or removal of the Trustee
and the termination of this Indenture.


 


Section 608                                   Conflicting
Interests.


 


If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture. To the extent permitted by such
provisions of the Trustee Indenture Act, the Trustee shall not be deemed to
have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Securities of more than one series.


 


44

















 


Section 609                                   Corporate Trustee
Required; Eligibility.


 


There shall at
all times be a Trustee hereunder with respect to the Securities of each series,
which may be Trustee hereunder for Securities of one or more other series.
Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section and to the
extent permitted by the Trust Indenture Act, the combined capital and surplus
of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


 


Section 610                                   Resignation and
Removal; Appointment of Successor.


 


No resignation
or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by
the successor Trustee in accordance with the applicable requirements of Section 611.


 


The Trustee may resign
at any time with respect to the Securities of one or more series by giving
written notice thereof to the Corporation. If the instrument of acceptance by a
successor Trustee required by Section 611 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Corporation, any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


 


The Trustee may be
removed at any time with respect to the Securities of any series by Act of
the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and the Corporation.


 


The
Corporation may remove the Trustee with respect to all Securities if at
any time:


 


(1)                                  the Trustee shall fail to comply
with Section 608 after written request therefor by the Corporation, or


 


(2)                                  the Trustee shall cease to be
eligible under Section 609 and shall fail to resign after written request
therefor by the Corporation, or


 


(3)                                  the Trustee shall become incapable
of acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs under any
Bankruptcy Law,


 


If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of
one or more series, the Corporation shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be


 


45

















 


appointed with
respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 611.
If, within one year after a successor Trustee with respect to the Securities of
any series takes office, the Holders of a majority in principal amount of
the Outstanding Securities of such series may appoint a successor
Trustee to replace the successor Trustee appointed by the Corporation, which forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 611, shall become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Corporation.


 


If a successor
Trustee with respect to any series of Outstanding Securities does not take
office within 60 days after the retiring Trustee resigns or is removed  in accordance with the applicable
requirements of Section 611, the retiring Trustee, the Corporation, or the
Holders of at least 10% in principal amount of the Securities of such series may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee
with respect to any series of Outstanding Securities fails to comply with Section 609,
any Holder who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee with respect to the Securities
of such series.


 


The
Corporation shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


 


Section 611                                   Acceptance of
Appointment by Successor.


 


In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Corporation and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the
Corporation or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder (subject to the lien provided
for in Section 607).


 


In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Corporation, the retiring Trustee and
each successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and


 


46

















 


to vest in,
each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Corporation or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates.


 


Upon request
of any such successor Trustee, the Corporation shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the first
or second preceding paragraph, as the case may be.


 


No successor
Trustee shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.


 


Section 612                                   Merger,
Conversion, Consolidation or Succession to Business.


 


Any
corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Securities.


 


Section 613                                   Preferential Collection
of Claims Against Corporation.


 


If and when
the Trustee shall be or become a creditor of the Corporation (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the
Corporation (or any such other obligor).


 


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Section 614                                   Trustee’s
Application for Instructions from the Corporation.


 


Any
application by the Trustee for written instructions from the Corporation 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 Corporation 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
Corporation 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 an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.


 


ARTICLE VII.


 


HOLDERS’ LISTS AND REPORTS BY
TRUSTEE AND CORPORATION


 


Section 701                                   Preservation of
Information; Communications to Holders.


 


The Trustee
shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list of the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar.


 


The rights of
Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder
of Securities, by receiving and holding the same, agrees with the Corporation
and the Trustee that neither the Corporation nor the Trustee nor any agent of
either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.


 


Section 702                                   Reports by
Trustee.


 


The Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of
the Trust Indenture Act, the Trustee shall, within 60 days after each May 15
following the date of this Indenture, deliver to Holders a brief report, dated
as of such May 15, which complies with the provisions of such Section 313(a).


 


A copy of each
such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the
Commission and with the Corporation. The Corporation will promptly notify the
Trustee when any Securities are listed on any stock exchange or any delisting
thereof.


 


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Section 703                                   Reports by
Corporation.


 


The
Corporation, pursuant to Section 314(a) of the Trust Indenture Act,
shall:


 


(1)                                  file with the Trustee, within 15
days after it is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which it may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if it is not required to file information, documents or
reports pursuant to either of said Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant
to Section 13 of the Exchange Act in respect of a security listed and
registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations;


 


(2)                                  file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such additional information, documents and reports
with respect to compliance by it with the conditions and covenants of this
Indenture as may be required from time to time by such rules and
regulations; and


 


(3)                                  transmit within 30 days after the
filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, such summaries of any information, documents and
reports required to be filed by it pursuant to paragraphs (1) and (2) of
this Section as may be required by rules and regulations
prescribed from time to time by the Commission.


 


ARTICLE VIII.


 


CONSOLIDATION, MERGER,
CONVEYANCE OR TRANSFER


 


Section 801                                   Corporation May Consolidate,
Etc., on Certain Terms.


 


The
Corporation shall not consolidate with or merge with or into any other Person
or, directly or indirectly, sell, lease or convey all or substantially all of
its assets to another Person, and may not permit any Person to, directly
or indirectly, sell, lease or convey all or substantially all of its assets to
the Corporation, whether in a single transaction or a series of related
transactions, unless:


 


(1)                                  either the Corporation shall be the
continuing person, or the Person (if other than the Corporation) formed by such
consolidation or into or with which the Corporation is merged or to which the
assets of the Corporation are transferred shall be a corporation organized and
validly existing under the laws of the United States or any State thereof or
the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all the obligations of the Corporation on the Outstanding
Securities and under this Indenture;


 


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


 


(3)                                  the Corporation has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, sale, conveyance or lease and such supplemental
indenture comply with this Section 801 and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


Section 802                                   Successor
Substituted.


 


Upon any
consolidation of the Corporation with, or merger of the Corporation into, any
other Person or any sale, transfer, lease or other conveyance of the properties
and assets of the Corporation as an entirety or substantially as an entirety in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Corporation is merged or to which such sale,
transfer, lease or other conveyance is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale transfer, lease or conveyance, the provisions of this Indenture referring
to the “Corporation” shall refer instead to the successor Person and not to the
Corporation), and may exercise every right and power of, the Corporation
under this Indenture with the same effect as if such successor Person had been
named as the Corporation herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.


 


ARTICLE IX.


 


SUPPLEMENTAL INDENTURES


 


Section 901                                   Supplemental
Indentures Without Consent of Holders.


 


Without the
consent of any Holders, the Corporation, the Guarantor and the Trustee, at any
time and from time to time, may enter into one or more indentures
supplemental hereto, in form reasonably satisfactory to the Trustee, for
any of the following purposes:


 


(1)                                  to evidence the succession of
another Person to the Corporation and the assumption by any such successor of
the covenants of the Corporation herein and in the Securities; or


 


(2)                                  to add to the covenants of the
Corporation for the benefit of the Holders of all or any series of
Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred
upon the Corporation; or


 


(3)                                  to add any additional Events of
Default for the benefit of the Holders of all or any series of Securities
(and if such additional Events of Default are to be for the benefit of less
than all series of Securities, stating that such additional Events of
Default are expressly being included solely for the benefit of such series); or


 


50

















 


(4)                                  to add to or change any of the
provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons, or to
facilitate the issuance of Securities in uncertificated form; or


 


(5)                                  to change or eliminate any of the
provisions of this Indenture in respect of one or more series of
Securities, provided that any such change or elimination (A) shall neither
(i) apply to any Security entitled to the benefit of such provision nor (ii) modify
the rights of the Holder of any such Security with respect to such provision,
or (B) add any new provision to this Indenture, provided that any such
addition does not apply to any Security of any series created prior to the
execution of such supplemental indenture or (C) shall become effective
only when there is no such Security Outstanding; or


 


(6)                                  make any other change that does not adversely
affect the rights of any Holder; or


 


(7)                                  to secure the Securities; or


 


(8)                                  to establish the form or terms
of Securities of any series as permitted by Sections 201 and 301; or


 


(9)                                  to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant
to the requirements of Section 611; or


 


(10)                            to comply with the requirements of
the Commission in order to effect or maintain the qualification of this
Indenture under the Trust Indenture Act; or


 


(11)                            to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture; provided that such action
pursuant to this Clause (11) shall not adversely affect the interests of
the Holders of Securities of any series in any material respect.


 


Section 902                                   Supplemental
Indentures With Consent of Holders.


 


The
Corporation, the Guarantor and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in
principal amount of the Outstanding Securities of each series affected by
such supplemental indenture (including consents obtained in connection with a
tender offer or exchange offer for the Securities of such series), for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,


 


51

















 


(1)                                  change the Stated Maturity of the
principal of, any installment of principal of or interest on, any Security, or
reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which
would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or change any place of payment where or
the coin or currency in which any Security or any premium or interest thereon
is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or


 


(2)                                  reduce the percentage in principal
amount of the Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or


 


(3)                                  waive an Event of Default in the
payment of principal of or interest, if any, on the Securities of any series (except
a rescission of acceleration of the Securities of such series by the
Holders of at least a majority in aggregate principal amount of the then
Outstanding Securities of such series and a waiver of the payment default
that resulted from such acceleration);


 


(4)                                  modify any of the provisions of this
Section, Sections 508, 513, 116 or 1006, except to increase any such percentage
or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause (4) shall
not be deemed to require the consent of any Holder with respect to changes in
the references to “the Trustee” and concomitant changes in this Section and
Section 1006, or the deletion of this proviso, in accordance with the requirements
of Sections 611 and 901(8).


 


A supplemental
indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies the rights of the
Holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other series.


 


Except as
provided in Section 513 or as contemplated by Section 1006, the
Holders of at least a majority in principal amount of the Outstanding
Securities of such series by notice to the Trustee (including consents
obtained in connection with a tender offer or exchange offer for the Securities
of such series) may waive compliance by the Corporation with any provision
of this Indenture or the Securities of such series.


 


It shall not
be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof. After a
supplemental indenture or waiver under this Article becomes effective, the
Corporation shall mail to the Holders of Securities of such series a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Corporation to mail


 


52

















 


such notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture or waiver.


 


Section 903                                   Execution of
Supplemental Indentures.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 315(a) through 315(d) of the Trust Indenture
Act) shall be fully protected in relying upon, an Opinion of Counsel and an
Officers’ Certificate, each stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


 


Section 904                                   Effect of
Supplemental Indentures.


 


Until an
amendment or waiver becomes effective, a consent to it by a Holder of a
Security of each series affected by such amendment or waiver is a
continuing consent by the Holder and every subsequent Holder of a Security of
such series or portion of a Security of such series that evidences
the same debt as the consenting Holder’s Security, even if notation of the
consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of a Security
if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective.


 


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.


 


Section 905                                   Conformity with
Trust Indenture Act.


 


Every
supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.


 


Section 906                                   Reference in
Securities to Supplemental Indentures.


 


Securities of
any series 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 Corporation shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Corporation, to any such supplemental indenture may be
prepared and executed by the Corporation and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


 


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ARTICLE X.


 


COVENANTS


 


Section 1001                             Payment of Principal,
Premium and Interest.


 


The
Corporation covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with
the terms of the Securities and this Indenture.


 


Section 1002                             Maintenance of Office
or Agency.


 


The
Corporation will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Corporation in respect of the Securities of that series and
this Indenture may be served. The Corporation will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Corporation 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 Corporate Trust Office of the Trustee, and the
Corporation hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.


 


The
Corporation may also from time to time designate one or more other offices
or agencies where the Securities of one or more series 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 Corporation of its obligation to
maintain an office or agency in each Place of Payment for Securities of any series for
such purposes. The Corporation will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.


 


Unless
otherwise provided in or pursuant to Section 301 of this Indenture, the
Corporation hereby designates as a Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as its office or agency in
that Place of Payment for such purpose.


 


Section 1003                             Money for Securities
Payments to Be Held in Trust.


 


If the Corporation
shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to
pay the principal and any premium and interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.


 


Whenever the
Corporation shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount,


 


54

















 


such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Corporation will promptly notify the Trustee of its action or
failure so to act.


 


The
Corporation will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during
the continuance of any default by the Corporation (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


 


The
Corporation may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust
hereunder by the Corporation or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by the
Corporation or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.


 


Any money
deposited with the Trustee or any Paying Agent, or then held by the
Corporation, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two
years after such principal, premium or interest has become due and payable
shall be paid to the Corporation on Company Request, or (if then held by the
Corporation) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Corporation for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the
Corporation as trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Corporation cause to be published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Corporation.


 


Section 1004                             Corporate Existence.


 


Subject to Article Eight,
the Corporation shall do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence and the corporate,
partnership or other existence of each Significant Subsidiary in accordance
with the respective organizational documents (as the same may be amended
from time to time) of each Significant Subsidiary and the rights (charter and
statutory), licenses and franchises of the Corporation and its Significant
Subsidiaries; provided, however, that the Corporation shall not
be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any Significant Subsidiary, if the Board of
Directors shall determine that the preservation thereof is no longer


 


55

















 


desirable in
the conduct of the business of the Corporation and its Subsidiaries taken as a
whole and that the loss thereof is not adverse in any material respect to the
Holders.


 


Section 1005                             Statement by Officers
as to Default.


 


The
Corporation shall deliver to the Trustee, within 90 days after the end of each
fiscal year of the Corporation, an Officers’ Certificate stating that a review
of the activities of the Corporation and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Corporation has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his knowledge the
Corporation has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a default
or Event of Default shall have occurred, describing all such defaults or Events
of Default of which he may have knowledge).


 


The
Corporation will, so long as any Securities are outstanding, deliver to the
Trustee, forthwith upon any Officer becoming aware of any default or Event of
Default, an Officers’ Certificate specifying such default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.


 


Section 1006                             Waiver of Certain
Covenants.


 


Except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Corporation may, with respect to the Securities of any series, omit
in any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 301(19) or 901(2) for
the benefit of the Holders of such series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Corporation and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


 


ARTICLE XI.


 


REDEMPTION OF SECURITIES


 


Section 1101                             Applicability of
Article.


 


Securities of
any series shall not be redeemable before their Stated Maturity at the
option of any Holder thereof, upon the occurrence of any particular
circumstances or otherwise. Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in accordance with their terms
and (except as otherwise specified as contemplated by Section 301 for such
Securities) in accordance with this Article.


 


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Section 1102                             Election to Redeem;
Notice to Trustee.


 


The election
of the Corporation to redeem any Securities shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the
Corporation, the Corporation shall, at least 45 days prior to the Redemption
Date fixed by the Corporation (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date, of the principal
amount of Securities of such series to be redeemed and, if applicable, of
the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (A) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (B) pursuant to an election of the Corporation which is
subject to a condition specified in the terms of such Securities or elsewhere
in this Indenture, the Corporation shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction or condition.


 


Section 1103                             Selection by Trustee of
Securities to Be Redeemed.


 


If less than
all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
a portion of the principal amount of any Security of such series; provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series and
of a specified tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously
called for redemption in accordance with the preceding sentence.


 


The Trustee
shall promptly notify the Corporation in writing of the Securities selected for
redemption as aforesaid and, in the case of any Securities selected for partial
redemption as aforesaid, the principal amount thereof to be redeemed.


 


The provisions
of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in
whole or in part. In the case of any such redemption in part, the unredeemed
portion of the principal amount of the Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security.


 


For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case
of any Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such Securities which has been or is to be redeemed.


 


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Section 1104                             Notice of Redemption.


 


Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not
less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at his address appearing in the Security
Register.


 


All notices of
redemption shall state:


 


(1)                                  the Redemption Date;


 


(2)                                  the Redemption Price;


 


(3)                                  if less than all the Outstanding
Securities of any series and of a specified tenor consisting of more than
a single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series and of a specified tenor consisting of a single
Security are to be redeemed, the principal amount of the particular Security to
be redeemed;


 


(4)                                  that on the Redemption Date the
Redemption Price, together with accrued interest, if any, to the Redemption
Date, will become due and payable upon each such Security to be redeemed and,
if applicable, that interest thereon will cease to accrue on and after said
date;


 


(5)                                  the place or places where each such
Security is to be surrendered for payment of the Redemption Price and accrued
interest, if any, unless it shall have been specified as contemplated by Section 301
with respect to such Securities that such surrender shall not be required;


 


(6)                                  that no representation is made as to
the correctness or accuracy of the CUSIP number, if any, listed in such notice
or printed on such Securities; and


 


(7)                                  such other matters as the
Corporation shall deem desirable or appropriate.


 


Notice of
redemption of Securities to be redeemed at the election of the Corporation
shall be given by the Corporation or, at the Corporation’s request, by the
Trustee in the name and at the expense of the Corporation. Any such notice of
redemption shall be irrevocable.


 


On or prior to
any Redemption Date, the Corporation shall deposit, with respect to the Securities
of any series called for redemption pursuant to this Section 1104,
with the Trustee or with a Paying Agent an amount of money in the applicable
currency sufficient to pay the Redemption Price of, and any accrued interest
on, all such Securities or portion thereof which are to be redeemed on that
date.


 


Section 1105                             Securities Payable on
Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities or portions thereof
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price


 


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therein
specified, and from and after such date (unless the Corporation shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities or portions thereof, if interest-bearing, shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security or portion thereof shall be paid by the Corporation
at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that no such surrender shall be a condition
to such payment if so specified as contemplated by Section 301 with
respect to such Security, and provided further that, unless otherwise specified
as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Regular Record Dates according to
their terms and the provisions of Section 307.


 


If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the Security or, if no
rate is prescribed therefor in the Security, at the rate of interest, if any,
borne by such Security.


 


Section 1106                             Securities Redeemed in
Part.


 


Any Security
which is to be redeemed only in part shall be surrendered at a Place of
Payment therefore (with, if the Corporation or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory
to the Corporation and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Corporation shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and
of like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.


 


ARTICLE XII.


 


SINKING FUNDS


 


Section 1201                             No Sinking Funds.


 


The Securities
shall not be entitled to the benefit of any sinking fund.


 


ARTICLE XIII.


 


DEFEASANCE AND COVENANT
DEFEASANCE


 


Section 1301                             Applicability of
Article.


 


Unless,
pursuant to Section 301, provision is made that either or both of (A) defeasance
of any Securities or any series of Securities under Section 1302 and (B) covenant
defeasance of any Securities or any series of Securities under Section 1303
shall not apply to such Securities of a series, then the provisions of either or
both of Sections 1302 and Section 1303, as the case may be, together
with Section 1305, shall be applicable to the Outstanding Securities of
such series upon compliance with the conditions set forth below in this
Article. Unless otherwise specified


 


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pursuant to Section 301,
defeasance under Section 1302 and covenant defeasance under Section 1303
may be effected only with respect to all, and not less than all, the
Securities of any series. To the extent that the Corporation is permitted,
pursuant to Section 301, to defer interest payments, change the time for
interest payments, or change the Stated Maturity of the Securities of any series or
any installment of principal thereof, any such right shall terminate upon
defeasance or covenant defeasance of the Securities of that series as
described below or upon satisfaction and discharge with respect to the
Securities of that series pursuant to Section 401.


 


Section 1302                             Legal Defeasance of
Notes.


 


The Corporation
shall be deemed to have paid and discharged the entire indebtedness with
respect to any Securities or any series of Securities on the 91st day
after the date of the deposit referred to in subparagraph (4) hereof, and
the provisions of this Indenture, as it relates to such Securities, shall no
longer be in effect (and the Trustee, at the expense of the Corporation, shall,
at Company Request, execute proper instruments acknowledging the same), except
as to:


 


(1)                                  the rights of Holders of such
Securities to receive, from the trust funds described in subparagraph (4) hereof,
payment of the principal of and each installment of principal of and interest
on such Securities on the Stated Maturity of such principal or installment of
principal or interest;


 


(2)                                  the provisions of Sections 305, 306,
308, 309, 402, 1302 and 1304; and


 


(3)                                  the rights, powers, trust and
immunities of the Trustee hereunder;


 


provided that, the following conditions
shall have been satisfied:


 


(4)                                  the Corporation shall have deposited
or caused to be deposited irrevocably with the Trustee as trust funds in trust
for the purpose of making the following payments, specifically pledged as
security for and dedicated solely to the benefit of the Holders of such
Securities, cash in Dollars (or such other money or currencies as shall then be
legal tender in the United States) and/or U.S. Government Obligations,
which through the payment of interest and principal in respect thereof, in
accordance with their terms, will provide (and without reinvestment and
assuming no tax liability will be imposed on such Trustee), not later than one
day before the due date of any payment of money, an amount in cash, sufficient,
in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if
any, on such Securities on the dates such installments of interest or principal
are due;


 


(5)                                  such deposit will not result in a
breach or violation of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Corporation is a party or by which
it is bound;


 


(6)                                  no Default or Event of Default with
respect to such Securities shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;


 


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(7)                                  the Corporation shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect
that (i) the Corporation has received from, or there has been published
by, the Internal Revenue Service a ruling, or (ii) since the date of
execution of this Indenture, there has been a change in the applicable Federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of such Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to Federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not occurred;


 


(8)                                  the Corporation shall have delivered
to the Trustee an Officers’ Certificate stating that the deposit was not made
by the Corporation with the intent of preferring the Holders of such Securities
over any other creditors of the Corporation or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Corporation;


 


(9)                                  such deposit shall not result in the
trust arising from such deposit constituting an investment company (as defined
in the Investment Company Act), or such trust shall be qualified under the
Investment Company Act or exempt from regulation thereunder; and


 


(10)                            the Corporation shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the defeasance
contemplated by this Section have been complied with.


 


Section 1303                             Covenant Defeasance.


 


On and after
the 91st day after the date of the deposit referred to in subparagraph (1) hereof,
the Company may omit to comply with any term, provision or condition set
forth under Sections  301(19), 801, 901(2),
1004, or 1005, with respect to any Securities or any series of Securities
for the benefit of the Holders of such Securities (and the failure to comply
with any such covenants shall not constitute a Default or Event of Default under
Section 501 with respect to such Securities) and the occurrence of
any event described in clause [(e)] of Section 501 shall not
constitute a Default or Event of Default hereunder, with respect to such Securities,
provided that the following conditions shall have been satisfied:


 


(1)                                  With reference to this Section 1303,
the Company has deposited or caused to be irrevocably deposited (except as
provided in Section 404) with the Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, cash in Dollars (or such other money or
currencies as shall then be legal tender in the United States) and/or U.S.
Government Obligations, which through the payment of interest and principal in
respect thereof, in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee),
not later than one day before the due date of any payment of money, an amount
in cash, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof


 


61

















 


delivered to the
Trustee, to pay principal and interest, if any, on such Securities on the dates
such installments of interest or principal are due;


 


(2)                                  Such deposit will not result in a
breach or violation of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Corporation is a party or by which
it is bound;


 


(3)                                  No Default or Event of Default with
respect to such Securities shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date;


 


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


 


(5)                                  the Corporation shall have delivered
to the Trustee an Officers’ Certificate stating the deposit was not made by the
Corporation with the intent of preferring the Holders of such Securities over
any other creditors of the Corporation or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Corporation; and


 


(6)                                  The Corporation shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the defeasance
contemplated by this Section have been complied with.


 


Section 1304                             Deposited Money and U.S.
Government Obligations and Foreign Government Obligations to Be Held in Trust; Indemnification.


 


Subject to the
provisions of the last paragraph of Section 1003, all money and U.S.
Government Obligations or Foreign Government Obligations deposited with the
trustee pursuant to Section 1302 or 1303 and all money received by the
Trustee in respect of U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 1302 or 1303,
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Corporation acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the
principal and any premium and interest for whose payment such money has been
deposited with or received by the Trustee or to make payments as contemplated
by Sections 1302 and 1303.


 


The
Corporation shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Sections 1302 or 1303 or
the interest and principal received in respect of such obligations other than
any such tax, fee or other charge which by law is for the account of the
Holders of Outstanding Securities.


 


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The Trustee
shall deliver or pay to the Corporation from time to time upon Company Request
any U.S. Government Obligations or Foreign Government Obligations or money held
by it as provided in Sections 1302 or 1303 which, in the opinion of a
nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to the Trustee, are then
in excess of the amount thereof which then would have been required to be
deposited for the purpose for which such U.S. Government Obligations or Foreign
Government Obligations or money were deposited or received. This provision
shall not authorize the sale by the Trustee of any U.S. Government Obligations
or Foreign Government Obligations held under this Indenture.


 


Section 1305                             Reinstatement.


 


If the Trustee
or any Paying Agent is unable to apply any moneys, U.S. Government Obligations
or Foreign Government Obligations deposited pursuant to Section 401, 1303
or 1304 to pay any principal of or premium, if any, or interest, if any, on the
Securities of any series by reason of any legal proceeding or any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Corporation’s obligations
under this Indenture and the Securities of such series shall be revived
and reinstated as though no such deposit had occurred, until such time as the
Trustee or Paying Agent is permitted to apply all such moneys, U.S. Government
Obligations and Foreign Government Obligations to pay the principal of and
premium, if any, and interest, if any, on the Securities of such series as
contemplated by Section 402 or 1304, as the case may be, provided,
however, that if the Corporation makes any payment of the principal of or
premium, if any, or interest, if any, on the Securities of such series following
the reinstatement of its obligations as aforesaid, the Corporation shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the funds held by the Trustee or Paying Agent, but shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of, and premium, if any, and
interest, if any, on all Securities of that series shall have been paid in
full.


 


ARTICLE XIV.


 


IMMUNITY OF INCORPORATORS,


STOCKHOLDERS, OFFICERS AND
DIRECTORS


 


Section 1401                             Indenture and
Securities Solely Corporate Obligations.


 


No recourse
for the payment of the principal of or any premium or interest on any Security,
or for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Corporation or the
Guarantor in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Corporation or the Guarantor or of any
successor corporation of either the Corporation of the Guarantor, either
directly or through the Corporation or the Guarantor or any successor
corporation of either the Corporation of the Guarantor, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby


 


63

















 


expressly
waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Securities. The waiver and
release are part of the consideration for issuing Securities of any
series.


 


ARTICLE XV.


 


GUARANTEE


 


Section 1501                             Guarantee.



 


(1)                                  Subject to Section 1501(2),
below, the Guarantor hereby irrevocably and unconditionally guarantees (such
guarantee being the “Guarantee”) to each Holder of a Security of any series authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture and the
Securities of any series hereunder, that: (i) the principal of,
premium, if any, and interest on the Securities of such series promptly
will be paid in full when due, whether at the Maturity, by acceleration, call
for redemption or otherwise, and interest on the overdue principal, premium, if
any, and interest, if any, of such Securities, if lawful, and all other
obligations of the Corporation to the Holders of such Securities and the
Trustee hereunder or thereunder will be promptly paid in full or performed, all
in accordance with the terms hereof and thereof, and (ii) in case of any
extension of time of payment or renewal of the Securities of any series or
any of such other obligations, the same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at Stated Maturity, by acceleration or otherwise. Failing payment when due by
the Corporation of any amount so guaranteed for whatever reason, the Guarantor
shall be obligated to pay the same immediately. The Guarantor hereby agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Securities of any series or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of such Securities with respect to any provisions hereof
or thereof, the recovery of any judgment against the Corporation, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. The Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Corporation, any right to
require a proceeding first against the Corporation, protest, notice and all
demands whatsoever and covenants that this Guarantee shall not be discharged
except by complete performance of the obligations contained in the Securities
of any series and this Indenture. If any Holder or the Trustee is required
by any court or otherwise to return to the Corporation or any custodian,
Trustee, liquidator or other similar official acting in relation to the Corporation,
any amount paid by the Corporation to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. The Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations is guaranteed
hereby.


 


(2)                                  It is the intention of the Guarantor
and the Corporation that the obligations of the Guarantor hereunder shall be,
but not in excess of, the maximum


 


64

















 


amount permitted by applicable law. Accordingly,
if the obligations in respect of the Guarantee would be annulled, avoided or
subordinated to the creditors of the Guarantor by a court of competent
jurisdiction in a proceeding actually pending before such court as a result of
a determination both that such Guarantee was made without fair consideration
and, immediately after giving effect thereto, the Guarantor was insolvent or
unable to pay its debts as they mature or left with an unreasonably small
capital, then the obligations of the Guarantor under the Guarantee shall be
reduced by such court if such reduction would result in the avoidance of such
annulment, avoidance or subordination; provided, however, that any reduction
pursuant to this paragraph shall be made in the smallest amount as is strictly
necessary to reach such result. For purposes of this paragraph, “fair
consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably
small capital” and the effective times of reductions, if any, required by this
paragraph shall be determined in accordance with applicable law.


 


(3)                                  The Guarantor shall be subrogated to
all rights of the Holders against the Corporation in respect of any amounts
paid by Guarantor pursuant to the provisions of the Guarantee or this
Indenture; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payments arising out of, or based upon, such right of
subrogation until the principal of, premium, if any, and interest on all Securities
issued hereunder shall have been paid in full.


 


Section 1502                             Execution
and Delivery of Guarantee. 


 


To
evidence the Guarantee set forth in Section 1501, the Corporation and the
Guarantor hereby agree that a notation of such Guarantee shall be endorsed on
each Security authenticated and delivered by the Trustee, that such notation of
such Guarantee shall be in the form attached hereto as Exhibit A, and
shall be executed on behalf of the Guarantor by its Chairman of the Board, one
of its Vice Chairmen of the Board, its President or one of its Vice Presidents.


 


The
Guarantor hereby agrees that the Guarantee set forth in Section 1501 shall
remain in full force and effect notwithstanding any failure to endorse on each Security
a notation of the Guarantee.


 


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


 


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


 


Section 1503                             Release
of Guarantor. 


 


The
Guarantor shall be released from all of its obligations under the Guarantee
with respect to Securities of any series and under this Indenture if:


 


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(1)                                  the Corporation or the Guarantor has
transferred all or substantially all of its properties and assets to any Person
(whether by sale, merger or consolidation or otherwise), or has merged into or
consolidated with another Person, pursuant to a transaction in compliance with
this Indenture and:


 


(a)                                  the corporation to whom all or
substantially all of the properties and assets of the Corporation or the
Guarantor are transferred, or whom the Corporation or the Guarantor has merged
into or consolidated with, has expressly assumed, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of the Guarantor under the Guarantee with respect
to Securities of any series and this Indenture;


 


(b)                                 immediately before and immediately
after giving effect to such transaction, no Event of Default, and no event or
condition which, after notice or lapse of time or both, would become an Event
of Default with respect to Securities of any series, shall have occurred and be
continuing; and


 


(c)                                  the Guarantor has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture comply
with this Section 1503 and that all conditions precedent herein provided
for relating to such transaction have been complied with;


 


(2)                                  the Guarantor liquidates (other than
pursuant to any Bankruptcy Law) and complies, if applicable, with the
provisions of this Indenture; provided that if a Person and its
Affiliates, if any, shall acquire all or substantially all of the assets of the
Guarantor upon such liquidation the Guarantor shall liquidate only if:


 


(a)                                  the Person and each such Affiliate
(or the common corporate parent of such Person and its Affiliates, if such
Person and its Affiliates are wholly owned by such parent) which acquire or
will acquire all or a portion of the assets of the Guarantor shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of the
Guarantor, under the Guarantee and this Indenture and such Person or any of
such Affiliates (or such parent) shall be a corporation organized and existing
under the laws of the United States or any State thereof or the District of
Columbia;


 


(b)                                 immediately after giving effect to
such transaction, no Event of Default, and no event or condition which, after
notice or lapse of time or both, would become an Event of Default, shall have
occurred and be continuing with respect to Securities of any series; and


 


(c)                                  the Guarantor has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such liquidation and such supplemental indenture comply with this Section 1503
and that all conditions


 


66

















 


precedent herein
provided for relating to such transaction have been complied with; or


 


(3)                                  the Corporation ceases for any
reason to be a “wholly owned subsidiary” of the Guarantor (as such term is
defined in Rule 1-02(z) of the Regulation S-X promulgated by the SEC).


 


Upon any
assumption of the Guarantee by any Person pursuant to this Section 1503,
such Person may exercise every right and power of the Guarantor under this
Indenture with the same effect as if such successor corporation had been named
as the Guarantor herein with respect to Securities of any series, and all the
obligations of the Guarantor, hereunder and under the Guarantee and the
Indenture shall terminate with respect to Securities of any series.


 


Section 1504                             When
Guarantor May Merge, etc. 


 


The Guarantor
shall not consolidate with or merge with or into any other Person or, directly
or indirectly, sell, lease or convey all or substantially all of its assets
(computed on a consolidated basis) to another Person, and may not permit
any Person to, directly or indirectly, sell, lease or convey all or
substantially all of its assets to the Guarantor, whether in a single
transaction or a series of related transactions, unless:


 


(1)                                  either the Guarantor shall be the
continuing person, or the Person (if other than the Guarantor) formed by such
consolidation or into or with which the Guarantor is merged or to which the
assets of the Guarantor are transferred shall be a corporation organized and
validly existing under the laws of the United States or any State thereof or
the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all the obligations of the Guarantor under the Guarantee and
this Indenture;


 


(2)                                  immediately after giving effect to
such transaction, no Event of Default, and no event or condition which, after
notice or lapse of time or both, would become an Event of Default, shall have
occurred and be continuing with respect to Securities of any series; and


 


(3)                                  the Guarantor has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, sale, conveyance or lease and such supplemental
indenture comply with this Section 1504 and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


Upon
any consolidation or merger, or any sale, conveyance or lease of all or
substantially all of the assets of the Guarantor, in accordance with this Section 1504,
the successor corporation formed by such consolidation or into or with which
the Guarantor is merged or to which such transfer is made shall succeed to, and
be substituted for, and may exercise every right and power of, the
Guarantor under this Indenture with the same effect as if such successor
corporation had been named as the Guarantor herein, and all the obligations of
the predecessor Guarantor hereunder and under the Guarantee and the Indenture
shall terminate.


 


*  *  *  *


 


67

















 


This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.


 


In Witness
Whereof, the parties hereto have caused this Indenture to be duly executed and
attested, each as of the day and year first above written.


 


	
   

  	
  HARRAH’S OPERATING COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARRAH’S ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. Bank National Association, as Trustee

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 

















 


EXHIBIT A


 


FORM OF NOTATION OF GUARANTEE


 


NOTATION OF GUARANTEE OF HARRAH’S
ENTERTAINMENT, INC.


 


For value
received, the undersigned, Harrah’s Entertainment, Inc. (the “Guarantor”)(which
term includes any successor person under the Indenture), has unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, dated as of                         
      (the “Indenture”), among Harrah’s Operating Company, Inc.
(the “Corporation”), the Guarantor and U.S. Bank National Association,
as trustee (the “Trustee”), (a) the due and punctual payment of the
principal of, premium, if any, and interest on, the Securities, whether at
maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of and interest on the Securities, if
any, if lawful, and the due and punctual performance of all other obligations
of the Corporation to the Holders or the Trustee all in accordance with the
terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Securities or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. The obligations of the Guarantor to the Holders of Securities and
to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article 15 of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee. Each Holder of a Security, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for
such purpose; provided, however, that the
Indebtedness evidenced by this Security Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this
Security in accordance with the provisions of the Indenture.


 


Capitalized
terms used but not defined herein have the meanings given to them in the
Indenture.


 


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IN WITNESS WHEREOF, the undersigned has
caused this notation of Guarantee to be duly executed.


 


Date:


 


 


	
   

  	
  HARRAH’S ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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