Exhibit 4.1


 


Execution Version


 


International Game Technology

3.25% Convertible Notes due 2014


 






 


INDENTURE

Dated as of May 11, 2009


 






 


Wells Fargo Bank, National Association

TRUSTEE


 

















 


TIA CROSS-REFERENCE TABLE


 


	
  TIA SECTIONS

  	
   

  	
  INDENTURE

  SECTIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 310

  	
   

  	
  (a)

  	
   

  	
  7.10

  
	
   

  	
   

  	
  (b)

  	
   

  	
  7.10

  
	
  Section 311

  	
   

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
   

  	
  (b)

  	
   

  	
  7.11

  
	
  Section 312

  	
   

  	
  (b)

  	
   

  	
  12.03

  
	
   

  	
   

  	
  (c)

  	
   

  	
  12.03

  
	
  Section 313

  	
   

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
   

  	
  (b)

  	
   

  	
  7.06

  
	
   

  	
   

  	
  (c)

  	
   

  	
  7.06

  
	
   

  	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  Section 314

  	
   

  	
  (a)

  	
   

  	
  4.02; 4.03

  
	
  Section 315

  	
   

  	
  (a)

  	
   

  	
  7.01(b)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  7.05

  
	
   

  	
   

  	
  (c)

  	
   

  	
  7.01(a)

  
	
   

  	
   

  	
  (d)

  	
   

  	
  7.01(c)

  
	
   

  	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  Section 316

  	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
   

  	
  (b)

  	
   

  	
  6.07

  
	
   

  	
   

  	
  (c)

  	
   

  	
  9.04

  
	
  Section 317

  	
   

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
   

  	
  (b)

  	
   

  	
  2.04

  



 


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


 


i





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02.

  	
  Other Definitions

  	
   

  	
  6

  
	
  Section 1.03.

  	
  Incorporation by Reference
  of Trust Indenture Act

  	
   

  	
  7

  
	
  Section 1.04.

  	
  Rules of
  Construction

  	
   

  	
  8

  
	
  Section 1.05.

  	
  Acts of Holders

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  THE SECURITIES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form and Dating

  	
   

  	
  9

  
	
  Section 2.02.

  	
  Execution and
  Authentication

  	
   

  	
  11

  
	
  Section 2.03.

  	
  Registrar, Paying Agent
  and Conversion Agent

  	
   

  	
  11

  
	
  Section 2.04.

  	
  Paying Agent to Hold
  Money and Securities in Trust

  	
   

  	
  12

  
	
  Section 2.05.

  	
  Holder Lists

  	
   

  	
  12

  
	
  Section 2.06.

  	
  Transfer and Exchange

  	
   

  	
  13

  
	
  Section 2.07.

  	
  Replacement Securities

  	
   

  	
  16

  
	
  Section 2.08.

  	
  Outstanding Securities

  	
   

  	
  17

  
	
  Section 2.09.

  	
  Temporary Securities

  	
   

  	
  17

  
	
  Section 2.10.

  	
  Cancellation

  	
   

  	
  17

  
	
  Section 2.11.

  	
  Persons Deemed Owners

  	
   

  	
  18

  
	
  Section 2.12.

  	
  Global Securities

  	
   

  	
  18

  
	
  Section 2.13.

  	
  CUSIP and ISIN Numbers

  	
   

  	
  22

  
	
  Section 2.14.

  	
  Additional Interest

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  REDEMPTION AND REPURCHASES

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Company’s Right to
  Redeem; Notices to Trustee

  	
   

  	
  23

  
	
  Section 3.02.

  	
  Selection of Securities
  To Be Redeemed

  	
   

  	
  23

  
	
  Section 3.03.

  	
  Repurchase of
  Securities at Option of the Holder Upon a Fundamental Change

  	
   

  	
  25

  
	
  Section 3.04.

  	
  Effect of Fundamental
  Change Repurchase Notice

  	
   

  	
  28

  
	
  Section 3.05.

  	
  Deposit of Fundamental
  Change Repurchase Price

  	
   

  	
  29

  
	
  Section 3.06.

  	
  Securities Repurchased
  in Part

  	
   

  	
  29

  
	
  Section 3.07.

  	
  Covenant to Comply with
  Securities Laws Upon Repurchase of Securities

  	
   

  	
  29

  
	
  Section 3.08.

  	
  Repayment to the
  Company

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  COVENANTS

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Securities

  	
   

  	
  30

  
	
  Section 4.02.

  	
  SEC and Other Reports

  	
   

  	
  30

  
	
  Section 4.03.

  	
  Compliance Certificate

  	
   

  	
  31

  
	
  Section 4.04.

  	
  Further Instruments and
  Acts

  	
   

  	
  32

  
	
  Section 4.05.

  	
  Maintenance of Office
  or Agency

  	
   

  	
  32

  
	
  Section 4.06.

  	
  Future Liens

  	
   

  	
  32

  
					



 


ii





















 


	
  Section 4.07.

  	
  Delivery of Certain
  Information

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  SUCCESSOR CORPORATION

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  When Company
  May Merge or Transfer Assets

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  DEFAULTS AND REMEDIES

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
   

  	
  35

  
	
  Section 6.02.

  	
  Acceleration

  	
   

  	
  37

  
	
  Section 6.03.

  	
  Other Remedies

  	
   

  	
  38

  
	
  Section 6.04.

  	
  Waiver of Past Defaults

  	
   

  	
  38

  
	
  Section 6.05.

  	
  Control by Majority

  	
   

  	
  38

  
	
  Section 6.06.

  	
  Limitation on Suits

  	
   

  	
  38

  
	
  Section 6.07.

  	
  Rights of Holders to
  Receive Payment

  	
   

  	
  39

  
	
  Section 6.08.

  	
  Collection Suit by
  Trustee

  	
   

  	
  39

  
	
  Section 6.09.

  	
  Trustee May File
  Proofs of Claim

  	
   

  	
  39

  
	
  Section 6.10.

  	
  Priorities

  	
   

  	
  39

  
	
  Section 6.11.

  	
  Undertaking for Costs

  	
   

  	
  40

  
	
  Section 6.12.

  	
  Waiver of Stay,
  Extension or Usury Laws

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  TRUSTEE

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties of Trustee

  	
   

  	
  40

  
	
  Section 7.02.

  	
  Rights of Trustee

  	
   

  	
  41

  
	
  Section 7.03.

  	
  Individual Rights of
  Trustee

  	
   

  	
  42

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer

  	
   

  	
  42

  
	
  Section 7.05.

  	
  Notice of Defaults

  	
   

  	
  42

  
	
  Section 7.06.

  	
  Reports by Trustee to
  Holders

  	
   

  	
  43

  
	
  Section 7.07.

  	
  Compensation and
  Indemnity

  	
   

  	
  43

  
	
  Section 7.08.

  	
  Replacement of Trustee

  	
   

  	
  44

  
	
  Section 7.09.

  	
  Successor Trustee by
  Merger

  	
   

  	
  45

  
	
  Section 7.10.

  	
  Eligibility;
  Disqualification

  	
   

  	
  45

  
	
  Section 7.11.

  	
  Preferential Collection
  of Claims Against Company

  	
   

  	
  45

  
	
  Section 7.12.

  	
  Trustee’s Application
  for Instructions from the Company

  	
   

  	
  45

  
	
  Section 7.13.

  	
  Reports by Trustee to
  Gaming Authorities

  	
   

  	
  46

  
	
  Section 7.14.

  	
  Maintenance of Office
  in The City of New York

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  DISCHARGE OF INDENTURE

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Discharge of Liability
  on Securities

  	
   

  	
  46

  
	
  Section 8.02.

  	
  Repayment to the
  Company

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  AMENDMENTS

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Without Consent of
  Holders

  	
   

  	
  47

  
	
  Section 9.02.

  	
  With Consent of Holders

  	
   

  	
  47

  
	
  Section 9.03.

  	
  Compliance with Trust
  Indenture Act

  	
   

  	
  48

  
	
  Section 9.04.

  	
  Revocation and Effect
  of Consents, Waivers and Actions

  	
   

  	
  48

  
	
  Section 9.05.

  	
  Notation on or Exchange
  of Securities

  	
   

  	
  49

  
					



 


iii





















 


	
  Section 9.06.

  	
  Trustee to Sign
  Supplemental Indentures

  	
   

  	
  49

  
	
  Section 9.07.

  	
  Effect of Supplemental
  Indentures

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  CONVERSIONS

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Conversion Privilege
  and Consideration

  	
   

  	
  49

  
	
  Section 10.02.

  	
  Conversion Procedure

  	
   

  	
  51

  
	
  Section 10.03.

  	
  Fractional Shares

  	
   

  	
  52

  
	
  Section 10.04.

  	
  Taxes on Conversion

  	
   

  	
  52

  
	
  Section 10.05.

  	
  Company to Provide
  Stock

  	
   

  	
  53

  
	
  Section 10.06.

  	
  Adjustment for Change
  in Capital Stock

  	
   

  	
  53

  
	
  Section 10.07.

  	
  Adjustment for Rights
  Issue

  	
   

  	
  54

  
	
  Section 10.08.

  	
  Adjustment for Other
  Distributions

  	
   

  	
  55

  
	
  Section 10.08A.

  	
  Adjustment for Cash
  Dividends

  	
   

  	
  57

  
	
  Section 10.09.

  	
  Adjustment for Company
  Tender Offer

  	
   

  	
  58

  
	
  Section 10.10.

  	
  When Adjustment
  May be Deferred

  	
   

  	
  59

  
	
  Section 10.11.

  	
  When No Adjustment
  Required

  	
   

  	
  59

  
	
  Section 10.12.

  	
  Notice of Adjustment

  	
   

  	
  60

  
	
  Section 10.13.

  	
  Voluntary Increase

  	
   

  	
  61

  
	
  Section 10.14.

  	
  Notice of Certain
  Transactions

  	
   

  	
  61

  
	
  Section 10.14A.

  	
  Effect of
  Reclassification, Consolidation, Merger or Sale

  	
   

  	
  61

  
	
  Section 10.15.

  	
  Reorganization of
  Company; Special Distributions

  	
   

  	
  63

  
	
  Section 10.16.

  	
  Company Determination
  Final

  	
   

  	
  64

  
	
  Section 10.17.

  	
  Trustee’s Adjustment
  Disclaimer

  	
   

  	
  64

  
	
  Section 10.18.

  	
  Simultaneous
  Adjustments

  	
   

  	
  65

  
	
  Section 10.19.

  	
  Successive Adjustments

  	
   

  	
  65

  
	
  Section 10.20.

  	
  Limitation on
  Adjustments

  	
   

  	
  65

  
	
  Section 10.21.

  	
  Adjustment to
  Conversion Rate Upon Certain Transactions

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  PAYMENT OF INTEREST

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Payment of Interest

  	
   

  	
  67

  
	
  Section 11.02.

  	
  Defaulted Interest

  	
   

  	
  67

  
	
  Section 11.03.

  	
  Interest Rights
  Preserved

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  MISCELLANEOUS

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Trust Indenture Act
  Controls

  	
   

  	
  68

  
	
  Section 12.02.

  	
  Notices

  	
   

  	
  68

  
	
  Section 12.03.

  	
  Communication by
  Holders with Other Holders

  	
   

  	
  69

  
	
  Section 12.04.

  	
  Certificate and Opinion
  as to Conditions Precedent

  	
   

  	
  69

  
	
  Section 12.05.

  	
  Statements Required in
  Certificate or Opinion

  	
   

  	
  70

  
	
  Section 12.06.

  	
  Separability Clause

  	
   

  	
  70

  
	
  Section 12.07.

  	
  Rules by Trustee,
  Paying Agent, Conversion Agent, and Registrar

  	
   

  	
  70

  
	
  Section 12.08.

  	
  Legal Holidays

  	
   

  	
  70

  
	
  Section 12.09.

  	
  Governing Law

  	
   

  	
  70

  
	
  Section 12.10.

  	
  No Recourse Against
  Others

  	
   

  	
  70

  
	
  Section 12.11.

  	
  Successors

  	
   

  	
  70

  
					



 


iv





















 


	
  Section 12.12.

  	
  Multiple Originals

  	
   

  	
  71

  
	
  Section 12.13.

  	
  Table of Contents;
  Headings

  	
   

  	
  71

  
	
  Section 12.14.

  	
  Submission to
  Jurisdiction

  	
   

  	
  71

  
	
  Section 12.15.

  	
  Appointment of Agent
  for Service of Process

  	
   

  	
  71

  
	
  EXHIBIT A

  	
   

  	
   

  	
  A-1

  
	
  EXHIBIT B

  	
   

  	
   

  	
  B-1

  
	
  EXHIBIT C

  	
   

  	
   

  	
  C-1

  



 


v




















 


INDENTURE dated as of May 11, 2009 between INTERNATIONAL GAME
TECHNOLOGY, a Nevada corporation (“Company”)
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Trustee”).


 


Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company’s 3.25% Convertible
Notes due 2014:


 


ARTICLE 1




DEFINITIONS AND
INCORPORATION BY REFERENCE


 


Section 1.01.          Definitions.


 


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


 


“Additional Interest”
means all amounts, if any, payable pursuant to Section 4.02(b) and (c) hereof.


 


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


 


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


 


“Board
Resolution” means a
copy of one or more resolutions certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors,
or such committee of the Board of Directors or officers of the Company to which
authority to act on behalf of the Board of Directors has been delegated, and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.


 


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


 


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


 

















 


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


 


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


 


“close of business” means
5:00 p.m. (New York City time).


 


“Closing Sale Price” of
the Common Stock on any date means the closing per-share sale price (or if no
closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average
ask prices) on such date as reported on the NYSE or, if the shares of Common
Stock are not listed on the NYSE, then as reported by the NASDAQ Global Select
Market, the NASDAQ Global Market or the principal other national or regional
securities exchange on which the shares of the Common Stock are then traded or,
if the Common Stock is not listed or approved for trading on the NASDAQ Global
Select Market, the NASDAQ Global Market or another national or regional
securities exchange, on the principal market on which shares of the Common
Stock are then traded.  If the Common
Stock is not so traded, the “Closing Sale Price” will be the average of the
midpoint of the last bid and ask prices for the Common Stock on the relevant
date from each of at least three nationally recognized independent investment
banking firms selected by the Company for this purpose.


 


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


 


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


 


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


 


“Continuing Director”
means any individual who on the Issue Date of the Securities was a member of
the Board of Directors, together with any new directors whose election, or,
solely to fill the vacancy of a continuing director, appointment by such Board
of Directors or whose nomination for election by the Company’s stockholders is
duly approved by the vote of a majority of the directors on the Board of
Directors then still in office who were either directors on the Issue Date or
whose election, appointment (in the case of a vacancy of a continuing
director), or nomination for election was previously approved by a majority of
the continuing directors, either by specific vote or by approval of the proxy
statement issued by the Company on behalf of the Board of Directors in which
such individual is named as a nominee for director.


 


“Corporate Trust Office”
means the corporate trust office of the Trustee at which at any time the trust
created by this Indenture shall be administered, which office at the date
hereof is located at 707 Wilshire Blvd, 17th Floor, Los Angeles, CA 90017, Attention:
Corporate Trust Department or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the corporate
trust office of any successor Trustee at which such trust shall be administered
(or such other address as a successor Trustee may designate from time to time
by notice to the Holders and the Company).


 


2

















 


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


 


“Dividend Threshold Amount”
means any quarterly cash dividend on the Common Stock to the extent that the
aggregate cash dividend per share of Common Stock in any fiscal quarter does
not exceed $0.06.  The Dividend Threshold
Amount is subject to adjustment in a manner inversely proportional to adjustments
to the conversion rate, provided that no adjustment will be made to the
Dividend Threshold Amount for any adjustment made to the Conversion Rate under Section 10.08A.


 


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


 


“Ex-Dividend Date” means
the first date on which the shares of Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive
the issuance, dividend or distribution in question.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness” means (i) all
obligations for borrowed money, (ii) all obligations evidenced by
debentures, notes or other similar instruments, (iii) all obligations in
respect of letters of credit or bankers acceptances or similar instruments (or
reimbursement obligations with 


 


3

















 


respect thereto), (iv) all obligations to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (v) Capital Lease Obligations
and (vi) all Indebtedness of others guaranteed by the Company or for which
the Company or any of its property is legally responsible or liable (whether by
agreement to purchase indebtedness of, or to supply funds or to invest in,
others).


 


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


 


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


 


“Market Disruption Event”
means (1) a failure by the principal market on which the Common Stock is
listed or approved for trading to open for trading during its regular trading
session or (2) the occurrence or existence for more than one half hour
period in the aggregate on any Scheduled Trading Day of any suspension or
limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the principal market on which shares of Common Stock are listed or
approved for trading) in shares of Common Stock or in any options, contracts or
future contracts relating to shares of Common Stock, and such suspension or
limitation occurs or exists at any time before 1:00 p.m. (New York City
time) on such day.


 


“Maturity Date,” when used
with respect to any Security, means May 1, 2014.


 


“NYSE” means The New York
Stock Exchange.


 


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


 


“Officers’ Certificate”
means a written certificate containing the information specified in Sections
12.04 and 12.05, signed in the name of the Company by any two Officers, and
delivered to the Trustee.  An Officers’
Certificate given pursuant to Section 4.03 shall be signed by the
principal financial or accounting Officer of the Company but need not contain
the information specified in Sections 12.04 and 12.05.


 


“open of business” means
8:00 a.m. (New York City time).


 


“Opinion of Counsel” means
a written opinion containing the information specified in Sections 12.04 and
12.05, from legal counsel.  The counsel
may be an employee of, or counsel to, the Company and who is acceptable to the
Trustee.


 


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


 


4

















 


“Repayment” means, in
respect of any Indebtedness, the repayment, prepayment, repurchase, redemption,
legal defeasment or other retirement of such Indebtedness.


 


“Resale Restriction Delegending Date” means the date that is one year after
the date of original issuance of the Securities.


 


“Restricted Security”
shall have the meaning set forth in Section 2.06(f).


 


“Rule 144A” means Rule 144A
under the Securities Act (or any successor provision), as it may be amended
from time to time.


 


“SEC” means the Securities
and Exchange Commission.


 


“Securities” means any of
the Company’s 3.25% Convertible Notes due 2014, as amended or supplemented from
time to time, issued under this Indenture.


 


“Scheduled Trading Day”means
any day that is scheduled to be a Trading Day.


 


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


 


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


 


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


 


“Termination of Trading”
means the Common Stock (or other common stock into which the Securities are
then convertible) is neither listed or approved for trading on the NYSE, the
NASDAQ Global Select Market or the NASDAQ Global Market (or any of their
respective successors).


 


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


 


“Trading Day” means a day
on which (i) there is no Market Disruption Event and (ii) trading in
the Company’s securities generally occurs on the NYSE, or if shares of Common
Stock are not listed on the NYSE, then as reported by the NASDAQ Global Market,
the NASDAQ Global Select Market or the principal other national or regional
securities exchange on which the shares of the Common Stock are then traded or,
if the Common Stock is not listed or approved for trading on the NASDAQ Global
Market, the NASDAQ Global Select Market or another national or regional
securities exchange, on the principal market on which shares of the Common
Stock are then traded, provided that if the Common Stock is not so listed or
traded then a “Trading Day” shall have the same meaning as Business Day.


 


“Trustee” means the party
named as the “Trustee” in the
first paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, 


 


5

















 


thereafter, shall mean such successor.  The foregoing sentence shall likewise apply
to any subsequent such successor or successors.


 


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


 


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


 


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


 


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


 


Section 1.02.          Other Definitions.


 


	
  Term
  Section:

  	
  Defined
  in:

  



 


	
  Term
  Section

  	
   

  	
  Defined
  in:

  	
   

  
	
  “Act”

  	
   

  	
  1.05

  	
   

  
	
  “Additional
  Shares”

  	
   

  	
  10.21

  	
   

  
	
  “Agent
  Members”

  	
   

  	
  2.12(e)

  	
   

  
	
  “Applicable
  Conversion Reference Period”

  	
   

  	
  10.01(b)

  	
   

  
	
  “Bankruptcy
  Law”

  	
   

  	
  6.01

  	
   

  
	
  “beneficial
  owner”

  	
   

  	
  3.03(a)

  	
   

  
	
  “Company’s
  Filing Obligations”

  	
   

  	
  6.01

  	
   

  
	
  “cash”

  	
   

  	
  2.07

  	
   

  
	
  “Conversion Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Conversion
  Date”

  	
   

  	
  10.02

  	
   

  
	
  “Conversion
  Rate”

  	
   

  	
  10.01(a)

  	
   

  
	
  “Conversion
  Price”

  	
   

  	
  Exhibit A

  	
   

  
	
  “Credit
  Facility”

  	
   

  	
  4.06(a)

  	
   

  
	
  “Custodian”

  	
   

  	
  6.01

  	
   

  
	
  “Daily
  Conversion Value”

  	
   

  	
  10.01(b)

  	
   

  
	
  “Daily
  Settlement Amount”

  	
   

  	
  10.01(b)

  	
   

  
	
  “Daily
  VWAP”

  	
   

  	
  10.01(b)

  	
   

  
	
  “Defaulted
  Interest”

  	
   

  	
  11.02

  	
   

  
	
  “Depositary”

  	
   

  	
  2.01(a)

  	
   

  



 


6

















 


	
  Term
  Section

  	
   

  	
  Defined
  in:

  	
   

  
	
  “DTC”

  	
   

  	
  2.01(a)

  	
   

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Expiration
  Time”

  	
   

  	
  10.09

  	
   

  
	
  “Extension
  Fee”

  	
   

  	
  6.01

  	
   

  
	
  “Fundamental
  Change”

  	
   

  	
  3.03(a)

  	
   

  
	
  “Fundamental
  Change Notice”

  	
   

  	
  3.03(b)

  	
   

  
	
  “Fundamental
  Change Notice Date”

  	
   

  	
  3.03(b)

  	
   

  
	
  “Fundamental
  Change Repurchase Date”

  	
   

  	
  3.03(a)

  	
   

  
	
  “Fundamental
  Change Repurchase Notice”

  	
   

  	
  3.03(c)

  	
   

  
	
  “Fundamental
  Change Repurchase Price”

  	
   

  	
  3.03(a)

  	
   

  
	
  “Gaming
  Law Redemption Price”

  	
   

  	
  Appendix
  A

  	
   

  
	
  “Global
  Securities Legend”

  	
   

  	
  Appendix
  A

  	
   

  
	
  “Interest
  Payment Date”

  	
   

  	
  11.01(a)

  	
   

  
	
  “Legal
  Holiday”

  	
   

  	
  12.08

  	
   

  
	
  “Make
  Whole Adjustment Event”

  	
   

  	
  10.21

  	
   

  
	
  “Notice
  of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Paying
  Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Principal
  Portion”

  	
   

  	
  10.01(b)

  	
   

  
	
  “Principal
  Return”

  	
   

  	
  10.01(b)

  	
   

  
	
  “QIB”

  	
   

  	
  2.01(a)

  	
   

  
	
  “Record
  Date”

  	
   

  	
  11.01(a)

  	
   

  
	
  “Reference
  Property”

  	
   

  	
  10.14A

  	
   

  
	
  “Register”

  	
   

  	
  2.06

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  
	
  “Resale
  Restriction Delegending Date”

  	
   

  	
  2.06(f)

  	
   

  
	
  “Restricted
  Securities Legend”

  	
   

  	
  Appendix
  A

  	
   

  
	
  “Restricted
  Stock Legend”

  	
   

  	
  Appendix
  C

  	
   

  
	
  “Share Price”

  	
   

  	
  10.21

  	
   

  
	
  “Special
  Record Date”

  	
   

  	
  11.02(a)

  	
   

  
	
  “Spin-off”

  	
   

  	
  10.08

  	
   

  
	
  “Stockholder
  Rights Plan”

  	
   

  	
  10.11(a)

  	
   

  
	
  “transfer”

  	
   

  	
  2.06(f)

  	
   

  
	
  “Valuation
  Period”

  	
   

  	
  10.08

  	
   

  
	
  “Weighted
  Average Consideration”

  	
   

  	
  10.14A(b)

  	
   

  



 


Section 1.03.          Incorporation by Reference of Trust Indenture Act. 
Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this
Indenture have the following meanings:


 


“Commission” means the
SEC.


 


“indenture securities”
means the Securities.


 


“indenture security holder”
means a Holder.


 


7

















 


“indenture to be qualified”
means this Indenture.


 


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


 


“obligor” on the indenture
securities means the Company and any other obligor on the indenture securities.


 


All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.


 


Section 1.04.         Rules of
Construction.


 


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


 


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


 


(3)           “or”
is not exclusive;


 


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


 


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


 


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


 


(7)           all references to payments of interest on
the Securities shall include Additional Interest, if any, payable in accordance
with the terms of Sections 4.02(b) and (c) hereof.


 


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


 


(a)           The fact and date of the execution by any
Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to such 


 


8

















 


officer the execution
thereof.  Where such execution is by a
signer acting in a capacity other than such signer’s individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer’s
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner that the Trustee
deems sufficient.


 


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


 


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


 


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


 


ARTICLE 2


 


THE SECURITIES


 


Section 2.01.          Form and Dating.  The Securities
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A, which is a part of this Indenture.  The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that
any such notation, legend or endorsement required by usage is in a form
acceptable to the Company).  The Company
shall provide any such notations, legends or endorsements to the Trustee in
writing.  Each Security shall be dated
the date of its authentication.  Except
as otherwise expressly permitted in this Indenture, all Securities shall be
identical in all respects. 
Notwithstanding any differences among them, all Securities issued under
this Indenture shall vote and consent together on all matters as one class.


 


9

















 


(a)           Global Securities.  Securities offered and sold to qualified institutional
buyers as defined in Rule 144A (“QIBs”)
in reliance on Rule 144A shall be issued initially in the form of a Global
Security, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary (as defined below) and registered in
the name of The Depository Trust Company (“DTC”)
or the nominee thereof (DTC, or any successor thereto, and any such nominee
being hereinafter referred to as the “Depositary”),
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.  The aggregate principal amount
of the Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary as
hereinafter provided.


 


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


 


Any adjustment of the aggregate principal amount of a Global Security
to reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.12
hereof and shall be made on the records of the Trustee and the Depositary.  Payment
of principal, accrued and unpaid interest, and Additional Interest, if any, and
premium, if any (including any Fundamental Change Repurchase Price), on the
Global Security shall be made to the holder of such Security
on the date of payment, unless a Record Date or other means of determining
holders eligible to receive payment is provided for herein.


 


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


 


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


 


(d)           Legends.


 


(i)            Each Global Security shall bear the
Global Securities Legend set forth in Exhibit A.


 


(ii)           Each Restricted Security shall bear the
Restricted Securities Legend set forth in Exhibit A.  Each Security that bears or is required to
bear the Restricted Securities Legend shall be subject to the restrictions on
transfer set forth therein, and each Holder of such Security, by such Holder’s
acceptance thereof, agrees to be bound by all such restrictions on transfer.


 


10
















 


(iii)          Every stock
certificate representing Common Stock issued in the circumstances described in Section

2.06(g) hereof shall bear the Restricted Stock Legend set forth in Exhibit C
unless removed in accordance with the provisions of Section 2.06(i).


 


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


 


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


 


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


 


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


 


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


 


The Trustee shall authenticate and deliver the Securities for original
issue in an aggregate principal amount of $850,000,000, upon receipt of one or
more Company Orders and such other documents as may be required under this
Indenture.  The aggregate principal
amount of the Securities due at the Maturity Date thereof outstanding at any
time may not exceed the amount set forth in the foregoing sentence.


 


The Trustee may appoint authenticating agents.  The Trustee may at any time after the
execution of the Indenture appoint an authenticating agent acceptable to the
Company to authenticate Securities.  An
authenticating agent may authenticate Securities whenever the Trustee may do
so, except any Securities issued pursuant to Section 2.07 hereof.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent shall have the same
right to deal with the Company as the Trustee with respect to such matters for
which it has been appointed.


 


Section 2.03.          Registrar, Paying Agent and Conversion Agent.  The Company shall maintain an office or
agency where Securities may be presented for registration of transfer or for
exchange (“Registrar”), an office
or agency where Securities may be presented for payment (“Paying Agent”) an office or agency where
Securities may be presented for conversion (“Conversion
Agent”) and an office or agency where notices to or upon the Company
in respect of the Securities and this Indenture may be served.  The Registrar shall keep a register for the
recordation of, and shall record, the names and addresses of Holders of the
Securities, the Securities held by each Holder and the transfer, exchange and
conversion of Securities (the “Register”).  The entries in the Register shall be
conclusive, and the parties may treat each 


 


11

















 


Person whose name is recorded in the Register pursuant
to the terms hereof as a Holder hereunder for all purposes of this
Indenture.  The Company may have one or
more co-registrars, one or more additional paying agents and one or more
additional conversion agents.  The term
Paying Agent includes any additional paying agent, including any named pursuant
to Section 4.05.  The term
Conversion Agent includes any additional conversion agent, including any named
pursuant to Section 4.05.


 


The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this
Indenture, which shall incorporate the terms of the TIA.  The agreement shall implement the provisions
of this Indenture that relate to such agent. 
The Company shall notify the Trustee of the name and address of any such
agent.  If the Company fails to maintain
a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such
and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.  The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar,
Conversion Agent or co-registrar.


 


The Company initially appoints the Trustee as Registrar, Conversion
Agent and Paying Agent in connection with the Securities, and each of the
Corporate Trust Office of the Trustee and the office or agency of the Trustee
in Minneapolis, Minnesota, to be such office or agency of the Company for the aforesaid
purposes.


 


Section 2.04.          Paying Agent to Hold Money and Securities in Trust.  Except as otherwise provided herein, on or
prior to each due date of payment in respect of any Security, the Company shall
deposit with the Paying Agent a sum of money (in immediately available funds if
deposited on the due date) or Common Stock or, as permitted by this Indenture,
a combination thereof, sufficient to make such payments when so becoming
due.  The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent
shall hold in trust for the benefit of Holders or the Trustee all money and
Common Stock held by the Paying Agent for the making of payments in respect of
the Securities and shall notify the Trustee of any default by the Company in
making any such payment.  At any time
during the continuance of any such default, the Paying Agent (if not the
Trustee) shall, upon the written request of the Trustee, forthwith pay to the
Trustee all money and Common Stock so held in trust.  If the Company or a Wholly Owned Subsidiary
acts as Paying Agent, it shall segregate the money and Common Stock held by it
as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying
Agent to pay all money and Common Stock held by it to the Trustee and to
account for any funds and Common Stock disbursed by the Paying Agent.  Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the Trustee.


 


Section 2.05.          Holder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders.  If the
Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing
at least five Business Days before each semiannual interest payment date, and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Holders.


 


12

















 


Section 2.06.          Transfer and Exchange.  (a) Subject to Section 2.11 hereof,
upon surrender for registration of transfer of any Security, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Holder or such Holder’s attorney duly authorized in writing, at the office
or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03,
(i) the Company shall execute, and the Trustee (or any Authenticating
Agent) shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture and (ii) the
Registrar shall record the information required pursuant to Section 2.03
regarding the designated transferee or transferees in the Register.  The Company shall not charge a service charge
for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of, transfer or
exchange of the Securities from the Holder requesting such transfer or
exchange.


 


At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Securities to be exchanged, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Holder or such Holder’s attorney-in-fact duly authorized in
writing, at such office or agency. 
Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
that the Holder making the exchange is entitled to receive, bearing
registration numbers not contemporaneously outstanding.


 


The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities in respect of which a
Fundamental Change Repurchase Notice has been given and not withdrawn by the
Holder thereof in accordance with the terms of this Indenture (except, in the
case of Securities to be repurchased in part, the portion thereof not to be
repurchased).


 


(b)           Notwithstanding any
provision to the contrary herein, so long as a Global Security remains
outstanding and is held by or on behalf of the Depositary, transfers of a Global
Security, in whole or in part, shall be made only in accordance with Section 2.12
and this Section 2.06(b).  Transfers
of a Global Security shall be limited to transfers of such Global Security, to
the Depositary, to nominees of the Depositary or to a successor of the
Depositary or such successor’s nominee.


 


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


 


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


 


(e)           No Registrar shall
be required to make registrations of transfer or exchange of Securities during
any periods designated in the text of the Securities or in 


 


13

















 


this Indenture as
periods during which such registration of transfers and exchanges need not be
made.


 


(f)            (i) Every Security that bears or is required
under this Section 2.06(f) to bear the Restricted Securities Legend
required by Section 2.01(d) (the
“Restricted Securities”) shall be
subject to the restrictions on transfer set forth in this Section 2.06(f) (including
the legend set forth below), unless such restrictions on transfer shall be
eliminated or otherwise waived by written consent of the Company, and the
holder of each such Restricted Security, by such holder’s acceptance thereof,
agrees to be bound by all such restrictions on transfer. As used in this Section 2.06(f),
Section 2.06(g) and Sections 2.12(b) and (c), the term “transfer” encompasses any sale, pledge,
transfer, loan, hypothecation or other disposition whatsoever of any Restricted
Security.  Except as otherwise provided in this Indenture with
respect to any Restricted Securities (including, without limitation, Section 2.06
(i) below) or as permitted under the terms of such Restricted Securities
Legend, if a request is made to remove the legend on any Restricted Security,
the legend shall not be removed unless there is delivered to the Company and
the Registrar such satisfactory evidence, which shall include an Opinion of Counsel,
as may be reasonably required by the Company and the Registrar, that neither
the Legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144
under the Securities Act or that such Securities are not “restricted” within
the meaning of Rule 144 under the Securities Act.  In such a case, upon (i) provision of
such satisfactory evidence, or (ii) notification by the Company to the
Trustee and Registrar of the sale of such Security pursuant to a registration
statement that is effective at the time of such sale, the Trustee, pursuant to
a Company Order, shall authenticate and deliver a Security that does not bear
the Legend.  If the Legend is removed
from the face of a Security and the Security is subsequently held by the
Company or an Affiliate of the Company, the Legend shall be reinstated.


 


(ii)           Except as provided
elsewhere in this Indenture, (including, without limitation, Section 2.06(i)
below), until the date that is the later of (x)(i) one year after the date
of original issuance of the Securities, in the case of the Securities, or (ii) six
months after the date of original issuance of the Securities in the case of the
Common Stock issuable on conversion of the Securities (or one year after the
original issuance date in the case of Common Stock that is restricted upon
issuance) and (y) 90 days after the Holder ceases to be an affiliate
(within the meaning of Rule 144 under the Securities Act) of the Company,
any certificate evidencing such Security (and all securities issued in exchange
therefore or substitution thereof, other than Common Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in Exhibit C, if
applicable) shall bear the Restricted
Securities Legend (unless such Securities have been transferred (A) to the
Company, (B) under a registration statement that has been declared
effective under the Securities Act, (C) to a Person the seller reasonably
believes is a QIB that is purchasing for its own account or for the account of
another QIB and to whom notice is given that the transfer is being made in
reliance on Rule 144A, all in compliance with Rule 144A, or (D) under
any other available exemption from the registration requirements of the
Securities Act).


 


14

















 


(iii)          No transfer of any Security prior to the Resale
Restriction Delegending Date will be registered by the Registrar unless the
applicable box on the Form of Assignment and Transfer has been checked.


 


(g)           (i) Except as
provided elsewhere in this Indenture, (including, without limitation, Section 2.06(i)
below), until the date that is the later of (x) six months after the date
of original issuance of the Securities (or one year after the date of original
issuance of the Securities in the case of Common Stock that is restricted upon
issuance) and (y) 90 days after the holder of such Common Stock ceases to
be an affiliate of the Company, any stock certificate representing Common Stock
issued upon conversion of such Security shall bear the Restricted Stock Legend (unless the Security
or such Common Stock has been transferred pursuant to a registration statement
that has become or been declared effective under the Securities Act and that
continues to be effective at the time of such transfer or pursuant to the
exemption from registration provided by Rule 144 under the Securities Act
or any similar provision then in force under the Securities Act, or such Common
Stock has been issued upon conversion of Securities
that have been transferred pursuant to a registration statement that has become
or been declared effective under the Securities Act and that continues to be
effective at the time of such transfer or pursuant to the exemption from
registration provided by Rule 144 under the Securities Act, or unless
otherwise agreed by the Company with written notice thereof to any transfer
agent for the Common Stock).


 


(ii)           Any such Common Stock as to which
such restrictions on transfer shall have expired in accordance with their terms
may, upon surrender of the certificates representing such shares of Common
Stock for exchange in accordance with the procedures of the transfer agent for
the Common Stock, be exchanged for a new certificate or certificates for a like
aggregate number of shares of Common Stock, which shall not bear the Restricted
Stock Legend.


 


(h)           The Company shall
not permit any Security or Common Stock issued upon the conversion or exchange
of a Security that is purchased or owned by the Company or any Affiliate
thereof to be resold by the Company or such
Affiliate unless registered under the Securities Act or resold pursuant to an
exemption from the registration requirements of the Securities Act in a
transaction that results in such Securities or Common Stock, as the case may
be, no longer being “restricted securities” (as defined under Rule 144).
If the legend is removed from the face of a Security and the Security is
subsequently held by the Company or an Affiliate of the Company, the legend
shall be reinstated.


 


(i)            So long as and to
the extent that the Securities are represented by one or more Global Securities
held by or on behalf of the Depositary only, the Company may accomplish any
delegending of such Securities represented by such Global Securities at any
time on or after the Resale Restriction Delegending Date by:


 


(i)            providing written
notice to the Trustee that the Resale Restriction Delegending Date has occurred
and instructing the Trustee to remove the Restricted Securities Legend from the
Securities;


 


15

















 


(ii)           providing written
notice to Holders of the Securities that the Restricted Securities Legend has
been removed or deemed removed;


 


(iii)          providing written
notice to the Trustee and the Depositary to change the CUSIP number for the
Securities to the applicable unrestricted CUSIP number; and


 


(iv)          complying with any
Applicable Procedures for delegending;


 


whereupon the Restricted Securities Legend shall be
deemed removed from any Global Securities without further action on the part of
Holders.


 


(j)            On and after the
Resale Restriction Delegending Date, the Company shall also (i) instruct
the transfer agent for the Common Stock to remove the Restricted Stock Legend
from any Common Stock issued upon conversion of the Securities that bears the
Restricted Stock Legend, (ii) notify the holders of any Common Stock
issued upon conversion of the Securities (to the extent any Common Stock has
been issued upon conversion of the Securities) that such Restricted Stock
Legend has been removed, (iii) if relevant, notify the transfer agent for
the Common Stock to change the CUSIP number for the Common Stock issued upon
conversion of the Securities to the applicable unrestricted CUSIP number, and (iv) comply
with any Applicable Procedures for delegending any Common Stock including the
Restricted Stock Legend.


 


Section 2.07.          Replacement Securities.  If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that such Security has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Security if the requirements of Section 8-405
of the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. 
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss that any of them may suffer if a Security is
replaced.  The Company and the Trustee
may charge the Holder for their expenses in replacing a Security.


 


In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay for such Security in U.S. legal
tender (“cash”).


 


Upon the issuance of any new Securities under this Section 2.07,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security issued pursuant to this Section 2.07 in
exchange for any mutilated Security, or in lieu of any destroyed, lost or
stolen Security, shall constitute an original additional contractual obligation
of the Company and any other obligor upon the Securities, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.


 


16

















 


Section 2.08.          Outstanding Securities.  Securities outstanding at any time are all
Securities authenticated by the Trustee except for those cancelled by it, those
delivered to it for cancellation and those described in this Section 2.08
as not outstanding.  A Security does not
cease to be outstanding because the Company or an Affiliate of the Company
holds the Security; provided, however, that in determining whether the Holders
of the requisite principal amount of Securities have given or concurred in any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder, Securities owned by the Company or any obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent, waiver or other action, only
Securities which a Trust Officer of the Trustee actually knows to be so owned
shall be so disregarded.  Subject to the
foregoing, only Securities outstanding at the time of such determination shall
be considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).


 


If a Security is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.


 


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


 


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


 


Section 2.09.          Temporary Securities.  Until definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities.  Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Securities and deliver
them in exchange for temporary Securities.


 


Section 2.10.          Cancellation.  The Company at any time may deliver
Securities to the Trustee for cancellation. 
The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else
shall cancel all Securities surrendered for registration of transfer, exchange,
payment or cancellation and shall dispose of such cancelled securities in its
customary manner.  The Company may not
issue new Securities to replace Securities it has redeemed, paid or delivered
to the Trustee for cancellation or that any Holder has converted pursuant to Article 10.


 


17

















 


Section 2.11.          Persons Deemed Owners.  Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security is registered
in the Register as the owner of such Security for the purpose of receiving
payment of principal of the Security or the payment of any Gaming Law
Redemption Price, Fundamental Change Repurchase Price in respect thereof, and
interest thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


 


Section 2.12.          Global Securities.  (a)  Notwithstanding any other
provisions of this Indenture or the Securities, (A) transfers of a Global
Security, in whole or in part, shall be made only in accordance with Section 2.06
and Section 2.12(a)(i), (B) transfers of a beneficial interest in a
Global Security for a Certificated Security shall comply with Section 2.06
and Section

2.12(a) (ii) below, and (C) transfers of a Certificated Security shall
comply with Section 2.06 and 2.12(a)(iii) and (iv) below.  Any such transfer shall comply with the
Applicable Procedures to the extent so required.


 


(i)            Transfer of Global Security.   A Global Security may not be
transferred, in whole or in part, to any Person other than the Depositary or a
nominee or any successor thereof, and no such transfer to any such other Person
may be registered; provided that this clause (i) shall not prohibit any
transfer of a Security that is issued in exchange for a Global Security but is
not itself a Global Security.  No
transfer of a Security to any Person shall be effective under this Indenture or
the Securities unless and until such Security has been registered in the name
of such Person.  Nothing in this Section 2.12(a)(i)
shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Security effected in accordance with the other provisions of this Section 2.12(a).


 


(ii)           Restrictions on Transfer of a Beneficial Interest in
a Global Security for a Certificated Security.  A beneficial interest in a Global Security
may not be exchanged for a Certificated Security except:


 


(A)                              Certificated Securities shall be issued
to all owners of beneficial interests in a Global Security in exchange for such
interests if:


 


1)             DTC notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or DTC
ceases to be a clearing agency registered under the Exchange Act, at a time
when DTC is required to be so registered in order to act as Depositary, and in
each case a successor Depositary is not appointed by the Company within 90 days
of such notice; or


 


2)             the Company executes and delivers
to the Trustee and Registrar an Officers’ Certificate stating that such Global
Security shall be so exchangeable.


 


In
connection with the exchange of an entire Global Security for Certificated
Securities pursuant to this subsection (ii), such Global Security shall be


 


18
















 


deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and upon Company Order the Trustee
shall authenticate and deliver, to each beneficial owner identified by DTC in
exchange for its beneficial interest in such Global Security, an equal
aggregate principal amount of Certificated Securities of authorized
denominations.


 


(B)                                The owner of a beneficial interest in a
Global Security will be entitled to receive a Certificated Security in exchange
for such interest if an Event of Default has occurred and is continuing.


 


Upon receipt by the Registrar of instructions from the Holder of a
Global Security directing the Registrar to (x) issue one or more
Certificated Securities in the amounts specified to the owner of a beneficial
interest in such Global Security and (y) debit or cause to be debited an
equivalent amount of beneficial interest in such Global Security, subject to
the Applicable Procedures:


 


1)                                      the Registrar shall notify the Company
and the Trustee of such instructions, identifying the owner and amount of such
beneficial interest in such Global Security;


 


2)                                      the Company shall promptly execute, and
upon Company Order the Trustee shall authenticate and deliver, to such
beneficial owner Certificated Security(ies) in an equivalent amount to such
beneficial interest in such Global Security; and


 


3)                                      the Registrar shall decrease such Global
Security by such amount in accordance with the foregoing.


 


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


 


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


 


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


 


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


 


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


 


(2)                                  so long as such Securities are Restricted
Securities, such Securities are being transferred or exchanged pursuant to an
effective registration statement under the Securities Act or pursuant to clause
(A), (B) or (C) below, and are 


 


19

















 


accompanied by the following additional information
and documents, as applicable:


 


(A)                              if such Certificated Securities are being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect; or


 


(B)                                if such Certificated Securities are being
transferred to the Company, a certification to that effect; or


 


(C)                                if such Certificated Securities are being
transferred pursuant to an exemption from registration, (i) a
certification to that effect (in the form set forth in Exhibit B, if
applicable) and (ii) if the Company so requests, an opinion of counsel in
form and substance reasonably satisfactory to it or other evidence in form and
substance reasonably satisfactory to it as to the compliance with the
restrictions set forth in the legend thereon.


 


(iv)                              Restrictions on
Transfer of a Certificated Security for a Beneficial Interest in a Global
Security.  A Certificated Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below.


 


Upon receipt by the Trustee of a Certificated Security, duly endorsed
or accompanied by appropriate instruments of transfer, in form satisfactory to
the Trustee, together with:


 


(A)                              so long as the Securities are Restricted
Securities, certification, in the form set forth in Exhibit B, that such
Certificated Security is being transferred to a QIB in accordance with Rule 144A;
and


 


(B)                                written instructions directing the
Trustee to make, or to direct the Registrar to make, an adjustment on its books
and records with respect to such Global Security to reflect an increase in the
aggregate principal amount of the Securities represented by the Global
Security, such instructions to contain information regarding the Depositary
account to be credited with such increase, then the Trustee shall cancel such
Certificated Security and cause, or direct the Registrar to cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Registrar, the aggregate principal amount of Securities
represented by the Global Security to be increased by the aggregate principal
amount of the Certificated Security to be exchanged, and shall credit or cause
to be credited to the account of the Person specified in such instructions a
beneficial interest in the Global Security equal to the principal amount of the
Certificated Security so cancelled.  If
no Global Securities are then outstanding, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officers’ Certificate, a new Global Security in the appropriate principal
amount.


 


(b)                                 Subject to the succeeding Section 2.12(c),
every Security shall be subject to the restrictions on transfer provided in Section 2.06(f),
including the delivery of an opinion of counsel, if so required.  Whenever any Restricted Security is presented
or 


 


20

















 


surrendered for
registration of transfer or for exchange for a Security registered in a name
other than that of the Holder, such Security must be accompanied by a
certificate in substantially the form set forth in Exhibit B, dated the
date of such surrender and signed by the Holder of such Security, as to compliance
with such restrictions on transfer.  The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.


 


(c)                                  The restrictions imposed by Sections 2.06(f) upon
the transferability of any Security shall cease and terminate when such
Security has been sold pursuant to an effective registration statement under
the Securities Act or transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or, if earlier, upon the
expiration of the holding period applicable to sales thereof under Rule 144
under the Securities Act by a person other than an affiliate or a former
affiliate.  Any Security as to which such
restrictions on transfer shall have expired in accordance with their terms or
shall have terminated may, upon a surrender of such Security for exchange to
the Registrar in accordance with the provisions of this Section 2.12
(accompanied, in the event that such restrictions on transfer have terminated
by reason of a transfer in compliance with Rule 144 or any successor
provision, by an opinion of counsel having substantial experience in practice
under the Securities Act and otherwise reasonably acceptable in form and
substance to the Company, addressed to the Company, to the effect that the
transfer of such Security has been made in compliance with Rule 144 or
such successor provision), be exchanged for a new Security, of like tenor and
aggregate principal amount, which shall not bear the legends required by Section 2.01(d).  The Company shall inform the Trustee upon the
occurrence of the Resale Restriction Delegending Date and promptly after a
registration statement with respect to the Securities or any Common Stock
issued upon conversion of the Securities has been declared effective under the
Securities Act.  The Trustee shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned opinion of counsel or registration statement.


 


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


 


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


 


21

















 


Security; provided
that any such Security so issued that is registered in the name of a Person
other than the Depositary or a nominee thereof shall not be a Global Security.


 


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


 


(iii)                               Subject to the provisions of subsection (f) below,
the registered Holder may grant proxies and otherwise authorize any Person,
including Agent Members (as defined below) and Persons that may hold interests
through Agent Members, to take any action which a holder is entitled to take
under this Indenture or the Securities.


 


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


 


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


 


Section 2.13.                             CUSIP and ISIN Numbers.  (a) 
The Company, in issuing the Securities, will use restricted CUSIP and ISIN
numbers for such Securities (if then generally in use) until such time as the
Restricted Securities Legend is removed pursuant to Section 2.06(i). At such



 


22

















 


time as the legend is removed from such Securities
pursuant to Section 2.06(i), the Company will use an unrestricted CUSIP
number for such Security, but only with respect to the Securities where so removed.  The Trustee shall use CUSIP and ISIN numbers
in notices of redemption as a convenience to Holders; provided, however, that
neither the Company nor the Trustee shall have any responsibility for any
defect in the CUSIP or ISIN number that appears on any Security, check, advice
of payment or redemption notice, and any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Company
shall promptly notify the Trustee in the event of any change in the CUSIP or
ISIN numbers.


 


(b)                                 The Company, upon issuing shares of
Common Stock upon conversion of Securities, will use a restricted CUSIP number
for such shares of Common Stock. With respect to such share of Common Stock,
until such time as the Restricted Stock Legend is removed pursuant to Section 2.06(i) from
such share of Common Stock such restricted CUSIP will be the CUSIP number for
such share of Common Stock.  At such time
as the Restrictive Stock Legend is removed from such share of Common Stock pursuant
to Section 2.06(i) or otherwise, an unrestricted CUSIP number for
such share of Common Stock will be deemed to be the CUSIP number therefor, but
only with respect to the shares where so removed.


 


Section 2.14.                             Additional Interest. 
As set forth in Sections 4.02(b) and (c) hereof, the Company
may be obligated to pay Additional Interest to Holders.  Additional Interest, if required to be paid,
is deemed to be interest for purposes of this Indenture.


 


ARTICLE 3


 


REDEMPTION AND REPURCHASES


 


Section 3.01.                             Company’s Right to Redeem; Notices
to Trustee.  If the Company is required to redeem
Securities pursuant to Paragraph 10 of the Securities, it shall notify the
Trustee in writing of the Gaming Law Redemption Date, the principal amount of
Securities to be redeemed and that such redemption is being made pursuant to
Paragraph 10 of the Securities.


 


The Company shall give each notice to the Trustee
provided for in this Section 3.01 as soon as practicable.  Such notice shall be accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.


 


Section 3.02.                             Selection of Securities To Be
Redeemed.  The Company shall identify to the Trustee in
writing such Securities as may be required to be redeemed pursuant to the
requirements of the applicable Gaming Authority.  Such Securities shall be redeemed in a
principal amount of denominations larger than $1,000.  Securities and portions of Securities to be
redeemed shall be in principal amounts of $1,000 or a whole multiple of
$1,000.  Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.


 


23

















 


If any Security selected for partial redemption is
converted in part before termination of the conversion right with respect to
the portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption
but only insofar as permitted by the requirements of the applicable Gaming
Authority.


 


The Company or the Trustee shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities
to be redeemed as soon as practicable, and in any event, no later than may be
required by the applicable Gaming Authority.


 


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


 


(a)                                  the Gaming Law Redemption Date;


 


(b)                                 the Gaming Law Redemption Price as set
forth in such Security;


 


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


 


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


 


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


 


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


 


(g)                                 the CUSIP and ISIN number(s) of the
Securities.


 


At the Company’s request, the Trustee shall give the
notice of redemption in the Company’s name and at the Company’s expense,
provided that the Company makes such request at least three Business Days prior
to the date by which such notice of redemption must be given to Holders in
accordance with this Section 3.02.


 


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


 


Deposit of Gaming Law Redemption
Price.  Prior to 10:00 a.m. (New York City
time), on the Gaming Law Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Wholly Owned Subsidiary is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the Gaming
Law Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been


 


24
















 


converted.  The Paying Agent shall as promptly as
practicable return to the Company any money not required for that purpose
because of conversion of Securities pursuant to Article 10.  If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.


 


Securities Redeemed in Part. 
Upon surrender of a Security that is redeemed in part, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder a new
Security in an authorized denomination equal in principal amount to the
unredeemed portion of the Security surrendered, or in the case of a Global
Security, the Company shall instruct the Registrar to decrease such Global
Security by the principal amount of the redeemed portion of the Security
surrendered.


 


Section 3.03.                             Repurchase of Securities at Option
of the Holder Upon a Fundamental Change.


 


(a)                                  If a Fundamental Change occurs, the
Securities shall be repurchased by the Company, at the option of the Holder
thereof, in cash, at 100% of the principal amount plus accrued and unpaid
interest, if any, on such Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), as
of the date that is no fewer than 15 days and no more than 45 days after the
date of the Fundamental Change Notice delivered by the Company (the “Fundamental Change Repurchase Date”),
subject to satisfaction by or on behalf of the Holder of the requirements set
forth in Section 3.03(c).


 


A “Fundamental Change”
shall be deemed to have occurred at such time after the Securities are
originally issued that any of the following events shall occur:


 


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


 


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


 


25

















 


Holders’
proportional voting power immediately after the transaction vis-à-vis each
other with respect to the securities they receive in such transaction being in
substantially the same proportions as their respective voting power vis-à-vis
each other with respect to the Common Stock that they held immediately before
such transaction, or (C) which is effected solely to change the Company’s
jurisdiction of incorporation and results in a reclassification, conversion or
exchange of outstanding shares of Common Stock solely into shares of common
stock of the surviving entity;


 


(iii)                               the first day on which a majority of the
members of the Board of Directors does not consist of Continuing Directors;


 


(iv)                              the Company’s stockholders approve any
plan or proposal for the Company’s liquidation or dissolution; or


 


(v)                                 a Termination of Trading.


 


Notwithstanding the foregoing provisions of this Section 3.03, a
Fundamental Change shall not be deemed to have occurred if at least 90% of the
consideration (excluding cash payments for fractional shares and cash payments
made pursuant to dissenters’ appraisal rights) in a merger or consolidation
otherwise constituting a Fundamental Change under clause (i) and/or clause
(ii) above consists of shares of common stock or American Depositary
Receipts traded on the NYSE, the NASDAQ Global Select Market or the NASDAQ
Global Market (or any of their respective successors), or will be so traded
immediately following the merger or consolidation, and as a result of the
merger or consolidation the Securities become convertible into such consideration.  For purposes of this Section 3.03, (x) whether
a person is a “beneficial owner”
shall be determined in accordance with Rule 13d-3 under the Exchange Act
and (y) “person” includes any syndicate or group that would be deemed to
be a “person” under Section 13(d)(3) of the Exchange Act.


 


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


 


(i)                                     the information required by Section 3.03(b);
and


 


(ii)                                  whether the Company desires the Trustee
to give the Fundamental Change Notice required by Section 3.03(b).


 


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


 


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


 


26

















 


(ii)                                  the date by which the Fundamental Change
Repurchase Notice pursuant to Section 3.03(c) must be given;


 


(iii)                               the Fundamental Change Repurchase Date;


 


(iv)                              the Fundamental Change Repurchase Price;


 


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


 


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


 


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


 


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


 


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


 


(x)                                   briefly, the procedures the Holder must
follow to exercise rights under this Section 3.03;


 


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


 


(xii)                             the procedures for withdrawing a
Fundamental Change Repurchase Notice;


 


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


 


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


 


Simultaneously with the provision of the Fundamental
Change Notice, the Company shall publish in a newspaper of general circulation
in The City of New York or publish on the Company’s website or through another
public medium the Company may use at that time a notice containing the
information in above clauses (i) through (xiv).


 


(c)                                  A Holder may exercise its rights
specified in Section 3.03(a) upon delivery of a written notice of
repurchase (a “Fundamental Change Repurchase
Notice”) to the Paying Agent at any time on or prior to the close of
business on the Scheduled Trading Day immediately preceding the Fundamental
Change Repurchase Date, stating:


 


27

















 


(i)                                     if Certificated Securities have been
issued, the certificate number of the Security which the Holder will deliver to
be repurchased;


 


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


 


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


 


The
delivery of such Security to the Paying Agent with the Fundamental Change
Repurchase Notice (together with all necessary endorsements) at the offices of
the Paying Agent shall be a condition to the receipt by the Holder of the
Fundamental Change Repurchase Price therefor; provided, however, that such
Fundamental Change Repurchase Price shall be so paid pursuant to this Section 3.03
only if the Security so delivered to the Paying Agent shall conform in all
material respects to the description thereof set forth in the related
Fundamental Change Repurchase Notice.


 


The Company shall repurchase from the Holder thereof, pursuant to this Section 3.03,
a portion of a Security if the principal amount of such portion is $1,000 or an
integral multiple of $1,000.  Provisions
of this Indenture that apply to the repurchase of all of a Security also apply
to the repurchase of such portion of such Security.


 


Any repurchase by the Company contemplated pursuant to the provisions
of this Section 3.03 shall be consummated by the delivery of the
consideration to be received by the Holder on the Fundamental Change Repurchase
Date.


 


(d)                                 Procedure upon
Repurchase.  The Company shall deposit cash, at the time
and in the manner as provided in Section 3.05, sufficient to pay the
aggregate Fundamental Change Repurchase Price of all Securities to be repurchased
pursuant to this Section 3.03.


 


Section 3.04.                             Effect of Fundamental Change
Repurchase Notice.  Upon receipt by the Paying Agent of the
Fundamental Change Repurchase Notice specified in Section 3.03(c), the
Holder of the Security in respect of which such Fundamental Change Repurchase
Notice was given shall (unless such Fundamental Change Repurchase Notice is
withdrawn as specified in the following paragraph) thereafter be entitled to
receive solely the Fundamental Change Repurchase Price with respect to such
Security.  Such Fundamental Change
Repurchase Price shall be paid to such Holder, subject to receipts of funds by
the Paying Agent, promptly following the later of (i) the Fundamental
Change Repurchase Date with respect to such Security (provided the conditions
in Section 3.03(c) have been satisfied) and (ii) the time of
delivery of such Security to the Paying Agent by the Holder thereof in the
manner required by Section Section 3.03(c).  Securities in respect of which a Fundamental
Change Repurchase Notice has been given by the Holder thereof may not be
converted pursuant to Article 10 hereof on or after the date of the
delivery of such Fundamental Change Repurchase Notice unless such Fundamental
Change Repurchase Notice has first been validly withdrawn as specified in the
following two paragraphs.


 


28

















 


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


 


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


 


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


 


(c)                                  the principal amount, if any, of such
Security which remains subject to the original Fundamental Change Repurchase
Notice and which has been or will be delivered for repurchase by the Company.


 


Section 3.05.                             Deposit of Fundamental Change
Repurchase Price.  Prior to 10:00 a.m. (New York City time)
on the Fundamental Change Repurchase Date, as the case may be, the Company
shall deposit with the Trustee or with the Paying Agent (or, if the Company or
a Subsidiary or an Affiliate of either of them is acting as the Paying Agent,
shall segregate and hold in trust as provided in Section 2.04) an amount
of cash (in immediately available funds if deposited on such Business Day),
sufficient to pay the aggregate Fundamental Change Repurchase Price of all the
Securities or portions thereof which are to be repurchased as of the
Fundamental Change Repurchase Date.


 


Section 3.06.                             Securities Repurchased in Part. 
Any Certificated Security that is to be repurchased only in part shall
be surrendered at the office of the Paying Agent (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder’s attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of
the Security so surrendered which is not repurchased, or in the case of a
Global Security, the Company shall instruct the Registrar to decrease such
Global Security by the principal amount of the repurchased portion of the
Security surrendered.


 


Section 3.07.                             Covenant to Comply with Securities
Laws Upon Repurchase of Securities.  When complying
with the provisions of Section 3.03 hereof (provided that such offer or
repurchase constitutes an “issuer tender offer” for purposes of Rule

13e-4 (which term, as used herein, includes any successor provision thereto)
under the Exchange Act at the time of such offer or repurchase), the Company
shall, to the extent applicable, (a) comply with Rule 13e-4 and Rule 14e-1
(or any successor provision) under the Exchange Act, (b) file the related
Schedule TO (or any successor schedule, form or report) under the Exchange Act,
and (c) otherwise comply with any applicable Federal and state securities
laws so as to permit the rights and obligations under Section 3.03 to be
exercised in the time and in the manner specified in Section 3.03.


 


29

















 


Section 3.08.                             Repayment to the Company. 
The Trustee and the Paying Agent shall return to the Company any cash
that remain unclaimed as provided in Paragraph 13 of the Securities, held by
them for the payment of the Fundamental Change Repurchase Price; provided,
however, that to the extent that the aggregate amount of cash deposited by the
Company pursuant to Section 3.05 exceeds the aggregate Fundamental Change
Repurchase Price of the Securities or portions thereof which the Company is
obligated to repurchase as of the Fundamental Change Repurchase Date, then,
unless otherwise agreed in writing with the Company, promptly after the
Business Day following the Fundamental Change Repurchase Date, the Trustee
shall return any such excess to the Company.


 


ARTICLE 4


 


COVENANTS


 


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


 


Section 4.02.                             SEC and Other Reports. 
(a)      The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to Section 13
or 15(d) of the Exchange Act.  In
the event the Company is at any time no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, it shall continue to
provide the Trustee with annual and quarterly reports containing substantially
the same information as would have been required to be filed with the SEC had
the Company continued to have been subject to such reporting requirements.  In such event, such annual and quarterly
reports shall be provided at the times the Company would have been required to
provide reports had it continued to have been subject to such reporting
requirements.  The Company also shall
comply with the other provisions of TIA Section 314(a).  Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely conclusively on Officers’ Certificates).


 


30
















 


(b)           If, at any time during the
six-month period beginning on, and including, the date which is six months
after the original date of issuance of the Securities and ending on the date
which is the one year anniversary of the original date of issuance of the
Securities, the Company fails to timely file any periodic report that the
Company is required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act (other than current reports on Form 8-K),
as applicable, or the Securities are not otherwise freely tradable by holders
other than Affiliates (as a result of restrictions pursuant to United States
securities law), the Company shall pay a one-time Additional Interest payment
in respect of the Securities in the amount of 0.50% of the principal amount of
Securities outstanding.  The Company
shall pay any such Additional Interest pursuant to this Section 4.02(b) on
the next Interest Payment Date to the record holder, or, in the case of a
converting Holder, upon the conversion of such Holder’s Securities.


 


(c)           Unless


 


(i)            the restrictive legend on
the Securities has been removed, and


 


(ii)           the Securities are freely
tradable pursuant to Rule 144 under the Securities Act without volume
restrictions by holders other than Affiliates of the Company (without
restrictions pursuant to U.S. securities law),


 


as of the 365th day after
the date of original issuance of the Securities, the Company shall pay
Additional Interest on the Securities at an annual rate equal to 0.50% of the
aggregate principal amount of the Securities. So long as a condition described
in either (i) or (ii) of this Section 4.02(c) continues,
the Company shall pay such Additional Interest on May 1 and November 1
of each year to the Person who is the holder of record of the Securities on the
immediately preceding April 15 and October 15. When such registration
default ceases to continue, accrued and unpaid Additional Interest through the
date of cessation shall be paid in cash on the subsequent Interest Payment Date
to the record holder.


 


(d)           In the event that the
Company is required to pay Additional Interest to Holders of Securities pursuant to this Section 4.02
or any Extension Fee pursuant to Section 6.01, the Company shall provide a
direction or order in the form of a written notice to the Trustee (and if the
Trustee is not the Paying Agent, the Paying Agent) of the Company’s obligation
to pay such
Additional Interest no later than three Business Days prior to date on
which any such Additional Interest or Extension Fee is scheduled to be
paid.  Such notice shall set forth the
amount of Additional
Interest or Extension Fee  to be paid by the Company on such payment date and direct the Trustee
(or, if the Trustee is not the Paying Agent, the Paying Agent) to make payment
to the extent it receives funds from the Company to do so.  The Trustee shall not at any time be under
any duty or responsibility to any Holder to determine whether Additional
Interest or Extension Fee is payable, or with respect to the nature, extent, or
calculation of the amount of Additional Interest or Extension Fee owed, or with
respect to the method employed in such calculation of Additional Interest or
Extension Fee.


 


Section 4.03.          Compliance Certificate.  The Company
shall deliver to the Trustee within 120 days after the end of each fiscal year
(beginning with the fiscal year ending September 30, 


 


31

















 


2009)
of the Company an Officers’ Certificate, stating whether or not to the best
knowledge of the signers thereof, the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.


 


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


 


Section 4.05.          Maintenance of Office or Agency. 
The Company will maintain in Minneapolis, Minnesota, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, repurchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served.  The office of Wells Fargo Bank, National
Association, at 625 Marquette Ave. Minneapolis, Minnesota 55402 (Attention:
Bondholder Communications), shall initially be such office or agency for all of
the aforesaid purposes.  The Company
shall give prompt written notice to the Trustee of the location, and of any
change in the location, of any such office or agency (other than a change in
the location of the Corporate Trust Office of the Trustee).  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section 12.02.


 


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


 


Section 4.06.          Future Liens.  (a) 
Subject to the Company’s obtaining the regulatory approvals described in Section


4.06(b), if at any time, pursuant to the terms of any credit agreement or
facility between the Company and its lenders, as amended at such time (a “Credit Facility”), the Company is required
to grant a lien to the lenders under such Credit
Facility (or their representative) as a result of the Company’s non-credit
enhanced, senior unsecured long-term debt being rated below a level specified
in such Credit Facility, then the Company will grant to the Trustee, on behalf
of all Holders, an equal and ratable lien on any of its assets or the assets of
its subsidiaries that are the subject of any such lien granted to the lenders
under the terms of such Credit Facility. If, thereafter, any such lien is
released pursuant to the terms of any such Credit Facility, then the lien in
favor of the Trustee will similarly be released; provided, that if any lien in favor of the lenders is then
subsequently reimposed under the terms of the Credit Facility, the Company
shall again grant an equal and ratable lien in favor of the Trustee.


 


(b)           The Company shall use its reasonable best
efforts to obtain all regulatory approvals needed to implement Section 4.06(a) on
or before November 30, 2009; provided, that
any failure to obtain any such regulatory approval shall not be a breach of
this covenant or a 


 


32

















 


Default
or Event of Default hereunder so long as the Company has used such reasonable
best efforts.


 


(c)           Any lien granted pursuant to Section 4.06(a) shall
be shared equally and ratably with any other notes, bonds or debentures that
may be issued by the Company following the date of this Indenture, if the terms
of such other notes, bonds or debentures so provide; provided that any such lien shall be automatically released
upon the release of the lien granted pursuant to Section 4.06(a).


 


(d)           Any lien granted pursuant to Section 4.06(a) shall
be documented in a security agreement entered into by the Company and the
collateral agent (or agents) thereunder.  The terms of such security agreement and the
collateral agent (or agents) thereunder shall be determined by the Company and
such lenders (or their representative) and, provided such terms otherwise
comply with the terms of this Section 4.06, the Company shall be entitled
to enter into such security agreement and provide to the Trustee, on behalf of
all Holders, the equal and ratable lien provided for therein.  Promptly following its entry into such
security agreement, the
Company shall file with the Trustee an Officers’ Certificate stating that all
conditions precedent to its entry into such security agreement under this
Indenture have been complied with.  Such
security agreement shall provide for the automatic release of the lien granted
therein to the Trustee, on behalf of all Holders, upon the release of the lien
granted therein to the lenders under the applicable Credit
Facility (or their representative), and any lien granted therein to any other
secured parties thereto shall also be automatically released upon the release of the lien granted therein to
the lenders under the applicable Credit Facility (or their
representative).  Promptly following the
automatic release of any such lien, the Company shall provide written notice to the Trustee
that the lien granted under such security agreement to the Trustee, on behalf
of all Holders, has been automatically released.  To
the extent that the Trustee receives any monies in connection with such a lien,
it shall pay such funds to the Holder or Holders in accordance with the
provisions of this Indenture in the same manner as payments of interest or
principal on the Securities.  The Trustee may conclusively rely, in all
respects and for all purposes hereunder, upon any Officer’s Certificate or written
notice delivered to the Trustee by the Company under this Section 4.06.


 


Section 4.07.          Delivery of Certain
Information.  At any time when the Company is not subject
to Section 13 or 15(d) of the Exchange Act, upon the request of a
Holder or any beneficial owner of Securities or holder or beneficial owner of
shares of Common Stock issued upon conversion thereof, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial owner of Securities or holder
or beneficial owner of shares of Common Stock, or to a prospective purchaser of
any such security designated by any such holder, as the case may be, to the
extent required to permit compliance by such Holder or holder with Rule 144A
under the Securities Act in connection with the resale of any such
security.  “Rule 144A Information” shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act.  Whether a Person is a beneficial owner shall
be determined by the Company to the Company’s reasonable satisfaction.


 


33

















 


ARTICLE 5




SUCCESSOR CORPORATION


 


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


 


(a)           either (i) the Company shall be the surviving Person
or, if the Company is not the surviving Person, (ii) either (A) the
surviving Person formed by such consolidation or into which the Company is
merged or the Person that acquires by conveyance, transfer or lease the
properties and assets of the Company substantially as an entirety shall be a
corporation organized and validly existing under the laws of the United States
of America, any State thereof or the District of Columbia or (B) the
Company shall have received an opinion of nationally recognized counsel
experienced in such matters to the effect that, under the relevant laws (as in
effect at the date of the merger or consolidation, but taking into account
reasonably expected changes in laws), (x) Holders of the Securities and
holders of shares of Common Stock issuable upon conversion of the Securities
will be subject to tax for U.S. federal income tax purposes with respect to
their investment in the Securities after such transaction in the same amount,
at the same time and otherwise in the same manner as prior to such transaction,
and (y) the net amount of payments to be received by the Holders of the
Securities or holders of shares of Common Stock issuable upon conversion of the
Securities will not be less than the amounts that such Holders of the Securities
or holders of shares of Common Stock issuable upon conversion of the
Securities, as applicable, would have been entitled to receive prior to the
merger or consolidation and, provided that, in the case of either clause (A) or
(B), the surviving Person shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, all of the obligations of the Company under the Securities and
this Indenture;


 


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


 


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


 


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


 


34

















 


obligations and covenants under this Indenture and the Securities.  Subject to Section 9.06, the Company,
the Trustee and the successor Person shall enter into a supplemental indenture
to evidence the succession and substitution of such successor Person and such
discharge and release of the Company.


 


ARTICLE 6




DEFAULTS AND REMEDIES


 


Section 6.01.          Events of Default. 
Each of the following events shall be an “Event of Default”:


 


(i)            the Company defaults in any payment of interest due
and payable on the Securities, and such default continues for a period of 30
days;


 


(ii)           the Company defaults in the payment of all or any part
of the principal on the Securities and accrued and unpaid interest when the
same becomes due and payable at its Maturity Date, upon required repurchase or
following a Fundamental Change;


 


(iii)          the Company
fails to provide a Fundamental Change Notice as required in Section 3.03(b);


 


(iv)          the Company
defaults in its obligation to deliver the cash or shares of Common Stock, if
any, required to be delivered upon conversion of the Securities, together with
cash in lieu thereof in respect of any fractional shares, upon conversion of
any Securities and such default continues for a period of 5 days or more;


 


(v)           the Company defaults in its performance of any
covenant or agreement in respect of the Securities or this Indenture (other
than a failure that is the subject of the foregoing clauses (i) or (ii))
for 60 days after receipt by the Company of a Notice of Default from the
Trustee or after receipt by the Company and the Trustee of a Notice of Default
from the holders of at least 25% in aggregate principal amount of the
Securities then outstanding;


 


(vi)          a default by the Company or any Significant Subsidiary
under any Indebtedness (other than the Securities) having an outstanding
principal amount of $100,000,000 (or its foreign currency equivalent) or more,
after the applicable grace period, that has caused the holders of the
instruments evidencing such Indebtedness to declare such Indebtedness to be due
and payable prior to its stated maturity, unless such declaration has been
rescinded within 30 days;


 


(vii)         a default by the Company or any Significant Subsidiary
in the payment of principal or premium at final maturity under any other
instruments of indebtedness, which default is in an aggregate principal amount
exceeding $100,000,000 and continues unremedied and unwaived for more than 30
business days after the expiration of any grace period or extension of the time
for payments applicable thereto;


 


35

















 


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


 


(A)          commences a voluntary case;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body.


 


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


 


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


 


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


 


36

















 


Notwithstanding anything in this Indenture or in the Securities to the
contrary (including Section 4.02(b)), at the election of the Company, the
sole remedy for an Event of Default specified in Section 6.01(v) relating
to the failure by the Company to comply with Section 4.02 (the “Company’s Filing Obligations”) and for any
failure by the Company to comply with the requirements of Section 314(a)(1) of
the Trust Indenture Act, shall for the first 60 days after the occurrence
of such an Event of Default consist exclusively of the right to receive an
extension fee (the “Extension Fee”)
on the Securities at an annual rate equal to 0.25% of the principal amount of
the Securities.  This Extension Fee will
accrue on the Securities from and including the date on which an Event of
Default relating to a failure to comply with the Company’s Filing Obligations
or the failure to comply with the requirements of Section 314(a)(1) of
the Trust Indenture Act first occurs to but not including the 60th day
thereafter (or such earlier date on which the Event of Default relating to such
obligations shall have been cured or waived pursuant to Section 6.04).  On such 60th day (or earlier, if such Event
of Default is cured or waived pursuant to Section 6.04 prior to such 60th
day), such Extension Fee will cease to accrue and, if such Event of Default has
not been cured or waived pursuant to Section 6.04 prior to such 60th day,
then the Trustee or the holders of not less than 25% in principal amount of the
Securities may declare the principal of and accrued and unpaid interest on all
such Securities to be due and payable immediately.  This provision shall not affect the rights of
Holders in the event of the occurrence of any other Event of Default.  If the Company elects to pay the Extension
Fee as the sole remedy for an Event of Default specified in Section 6.01(v) relating
to the failure by the Company to comply with the Company’s Filing Obligations
and for any failure by the Company to comply with the requirements of Section 314(a)(1) of
the Trust Indenture Act, the Company shall notify, in the manner provided for
in Section 12.02, the Holders and the Trustee of such election at any time
on or before the close of business on the date on which such Event of Default
first occurs.  If the Extension Fee is
payable under this Section 6.01, the Company shall deliver to the Trustee
a certificate to that effect stating the date on which such Extension Fee is
payable.  Unless and until a Trust
Officer receives at the Corporate Trust Office such a certificate, the Trustee
may assume without inquiry that no Extension Fee is payable.  If the Extension Fee has been paid by the
Company directly to the Persons entitled to them, the Company shall deliver to
the Trustee a certificate setting forth the particulars of such payment.  To make such election, the Company must
deliver notice to the Trustee for Holders prior to the day any such Event of
Default occurs.


 


Section 6.02.          Acceleration.  If an Event of
Default (other than an Event of Default specified in Sections 6.01(viii) or


6.01(ix) with respect to the Company) occurs and is continuing, the Trustee
by notice to the Company, or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding by notice to the Company and the
Trustee, may declare the principal amount of Securities outstanding plus
accrued and unpaid interest on all the Securities to be immediately due and
payable.  Upon such a declaration, such
accelerated amount shall be due and payable immediately.  If an Event of Default specified in Sections
6.01(viii) or 6.01(ix) with respect to the Company occurs and is
continuing, the principal amount of Securities outstanding plus accrued and
unpaid interest on all the Securities shall, automatically and without any
action by the Trustee or any Holder, become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Holders.  The Holders of a majority in
aggregate principal amount of the Securities at the time outstanding by notice
to the Trustee and the Company and without notice to any other Holder may
rescind any declaration of acceleration if the rescission would not conflict
with any judgment or decree 


 


37

















 


and
if all existing Events of Default have been cured or waived except nonpayment
of the principal amount plus accrued and unpaid interest that have become due
solely as a result of acceleration.  No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.


 


Section 6.03.          Other Remedies.  If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of the principal amount plus accrued and unpaid
interest, if any, on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


38

















 


(c)           the Trustee has failed to institute such proceeding
within 60 days after such notice, request and offer of indemnity and, during
such 60-day period, has not received from the Holders of at least a majority in
aggregate principal amount of the Securities at the time outstanding a
direction inconsistent with such request .


 


A Holder may not use this Indenture to prejudice the rights of any
other Holder or to obtain a preference or priority over any other Holder.


 


Section 6.07.          Rights of Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of the principal amount, Gaming Law Redemption Price,
Fundamental Change Repurchase Price or interest, if any, in respect of the Securities
held by such Holder, on or after the respective due dates expressed in such
Holder’s Securities or any Gaming Law Redemption Date, and to convert the
Securities in accordance with Article 10, or to bring suit for the
enforcement of any such payment on or after such respective dates or the right
to convert, shall not be impaired or affected without the consent of such
Holder.


 


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


 


Section 6.09.          Trustee May File Proofs of Claim. 
The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
the Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.


 


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


 


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


 


SECOND:  to Holders for amounts
due and unpaid on the Securities for the principal amount, Gaming Law
Redemption Price, Fundamental Change Repurchase Price or interest, if any, as
the case may be, ratably, without preference or priority of any kind, according
to such amounts due and payable on the Securities; and


 


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


 


The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10. 
At least 15 days before such record date, the Company shall mail to each



 


39

















 


Holder and the Trustee a notice that states the record date, the
payment date and the amount to be paid.


 


Section 6.11.          Undertaking for Costs.  In any suit
for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court
in its discretion may require the filing by any party litigant in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in aggregate principal amount of the Securities at
the time outstanding.


 


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


 


ARTICLE 7


 


TRUSTEE


 


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


 


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


 


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


 


(ii)           in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture.


 


(c)           The Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:


 


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


 


40
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.02.          Rights of Trustee.  (a)  The
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper person.  The Trustee need not investigate any fact or
matter stated in the document.  The Trustee
may, however, in its discretion make such further inquiry or investigation into
such facts or matters as it may see fit and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the expense of the Company and shall incur no liability of any kind by
reason of such inquiry or investigation.


 


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


 


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


 


41

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 7.03.          Individual Rights of Trustee.  The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.  Any Paying Agent, Registrar, Conversion Agent
or co-registrar may do the same with like rights.  However, the Trustee must comply with
Sections 7.10 and 7.11.


 


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


 


Section 7.05.          Notice of Defaults.  If a Default
or Event of Default occurs and is continuing and if it is actually known to a
Trust Officer of the Trustee, the Trustee shall mail to each Holder notice of
the Default or Event of Default within 90 days after it is known to a Trust
Officer or written notice of it is received by the Trustee.  Except in the case of a Default described in Section


6.01(i) or 6.01(ii), the Trustee may withhold the notice if and so long as
a 


 


42

















 


committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Holders.  The second sentence of this Section 7.05
shall be in lieu of the proviso to TIA Section 315(b) and such
proviso is hereby expressly excluded from this Indenture, as permitted by the
TIA.  The Trustee shall not be deemed to
have knowledge of a Default unless a Trust Officer of the Trustee has received
written notice of such Default.


 


Section 7.06.          Reports by Trustee to Holders.  As promptly as practicable after each December 31
beginning with December 31, 2009, and in any event prior to March 31
in each year thereafter, the Trustee shall mail to each Holder a brief report
dated as of December 31 each year that complies with TIA Section 313(a),
if and to the extent required by such subsection.  The Trustee shall also comply with TIA Section 313(b).


 


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


 


Section 7.07.          Compensation and Indemnity.  The Company
shall pay to the Trustee from time to time such compensation as shall be agreed
upon from time to time in writing for its services.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket fees and expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services.  Such expenses shall include
the reasonable compensation, fees and expenses, disbursements and advances of
the Trustee’s agents, counsel, accountants and experts.  The Company shall fully indemnify the Trustee
against any and all loss, liability, claim, damage or expense (including
reasonable attorneys’ fees and expenses) incurred by it in connection with the
acceptance and administration of this trust and the performance of its duties
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, any Holder or any other Person).  The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. 
Failure by the Trustee to so notify the Company of any claim for which
it may seek indemnity of which a Trust Officer has actually received written
notice shall not relieve the Company of its obligations hereunder except to the
extent such failure shall have materially prejudiced the Company.  The Company shall defend the claim and the
Trustee shall cooperate in the defense. 
If the Trustee is advised by counsel in writing that it may have
available to it defenses which are in conflict with the defenses available to
the Company, then the Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel.  The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee
through the Trustee’s own willful misconduct or negligence.  The Company need not pay for any settlement
made by the Trustee without the Company’s consent, such consent not to be
unreasonably withheld.  All
indemnifications and releases from liability granted hereunder to the Trustee
shall extend to its officers, directors, employees, agents, attorneys,
custodians, successors and assigns.


 


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


 


43

















 


The Company’s payment obligations pursuant to this Section shall
survive the resignation or removal of the Trustee and the discharge of this
Indenture.  In the event that the Trustee
incurs expenses after the occurrence of a Default specified in Section 

6.01(viii) or 6.01(ix) with respect to the Company, the expenses are
intended to constitute expenses of administration under the Bankruptcy Law.


 


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


 


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


 


(b)           the Trustee is adjudged bankrupt or
insolvent;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


44

















 


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


 


Section 7.09.          Successor Trustee by Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.


 


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


 


Section 7.10.          Eligibility; Disqualification. 
The Trustee shall at all times satisfy the requirements of TIA Section 310(a).  The Trustee shall have (or, in the case of a
corporation included in a bank holding company system, the related bank holding
company shall have) a combined capital and surplus of at least $50,000,000 as
set forth in its (or its related bank holding company’s) most recent published
annual report of condition.  The Trustee
shall comply with TIA Section 310(b), subject to the penultimate paragraph
thereof; provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.


 


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


 


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


 


45

















 


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


 


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


 


Section 7.14.          Maintenance of Office in The City of New York.  The Trustee agrees to maintain in the Borough of
Manhattan, City of New York an office or agency for purposes and notices other
than related to demands to or upon the Company in respect of payment on or
registration of transfer, exchange, repurchase, redemption or conversion of the
Securities. Such office shall initially be the office of the Trustee at 45
Broadway, 14th Floor, New York, New York 10006, Attention: Corporate Trust
Administration.


 


ARTICLE 8




DISCHARGE OF INDENTURE


 


Section 8.01.          Discharge of Liability on Securities. 
When (a) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (b) all outstanding Securities have become due and
payable, and the Company irrevocably deposits with the Trustee cash sufficient
to pay all amounts due and owing on all outstanding Securities (other than
Securities replaced pursuant to Section 2.07), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 7.07, cease to be of further
effect.  The Trustee shall acknowledge
satisfaction and discharge of this Indenture with respect to the Securities on
demand of the Company accompanied by an Officers’ Certificate and an Opinion of
Counsel and at the cost and expense of the Company.


 


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


 


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


 


46

















 


ARTICLE 9




AMENDMENTS


 


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


 


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


 


(b)           to comply with Article 5;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 9.02.          With Consent of Holders.  With the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities at the time outstanding, the Company and the Trustee
may amend or supplement this Indenture or the Securities.  However, without the consent of each Holder
affected, an amendment to this Indenture or the Securities may not:


 


47

















 


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


 


(b)           reduce the principal amount of or extend
the Maturity Date of any Security;


 


(c)           reduce the Gaming Law Redemption Price or  Fundamental Change Repurchase Price of any
Security or change the time at which the Securities may be redeemed or
repurchased;


 


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


 


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


 


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


 


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


 


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


 


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


 


(j)            adversely affect a Holder’s rights under
Sections 3.03 to 3.05 hereof, under Article 10 hereof or under Paragraph 7
or 8 of Exhibit A hereto.


 


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


 


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


 


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


 


Section 9.04.          Revocation and Effect of Consents, Waivers and Actions.  A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent or waiver is not made on the Security.  However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such 


 


48

















 


Holder’s Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective.  After an
amendment or waiver becomes effective, it shall bind every Holder.  An amendment or waiver becomes effective upon
the execution of such amendment or waiver by the Trustee.


 


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


 


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


 


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


 


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


 


ARTICLE 10


 


CONVERSIONS


 


Section 10.01.        Conversion Privilege and Consideration.  (a) 
A Holder of a Security may convert such Security at any time during the period
stated in Paragraph 8 of the Securities into cash and shares, if any, of Common
Stock (the “Conversion Obligation”).  The “Conversion
Rate” shall be that identified as such in Paragraph 8 of the
Securities, subject to adjustment as herein set forth.  The Company shall notify the Trustee of the
date on which the Securities first become convertible, which notification shall
set forth the calculations on which such 


 


49

















 


determination was made.  Unless and until the Trustee receives such
notification, the Trustee may assume without inquiry that the Securities are
not convertible.


 


Whenever the Securities shall become convertible pursuant to this Section 10.01
and Paragraph 8 of the Securities, the Company or, at the Company’s request,
the Trustee in the name and at the expense of the Company, shall promptly
notify the Holders of the event triggering such convertibility, and the Company
shall also promptly disseminate a press release through Dow Jones &
Company, Inc. or Bloomberg Business News and publish such information on
the Company’s website or through another public medium the Company may use at
that time.  Any notice so given shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.


 


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


 


Except as specifically described in this Article 10, the
Conversion Rate will not be subject to adjustment in the case of the issuance
of any shares of Common Stock, or any securities convertible into or
exchangeable for shares of Common Stock, or the right, option or warrant to
purchase shares of Common Stock, or such convertible or exchangeable
securities.


 


(b)        Subject to Section 10.01(a), a
Holder upon conversion will receive, in respect of each $1,000 initial
principal amount of Securities, cash in an amount (the “Principal Return”) equal to the sum of the
Principal Portions for each Trading Day during the relevant Applicable
Conversion Reference Period.  In
addition, if the Daily Conversion Value exceeds the Principal Portion of the
converted Securities on any Trading Day during the relevant Applicable
Conversion Reference Period, the Company will also deliver shares of Common
Stock in an amount equal to (i) the excess of the Daily Conversion Value
over the Principal Portion on that Trading Day divided by (ii) the Daily
VWAP of Common Stock on such Trading Day.


 


The “Applicable
Conversion Reference Period” means, with respect to any conversion
date occurring during the period beginning on and including the thirtieth
Scheduled Trading Day prior to the scheduled Maturity Date and ending at the
close of business on the second Scheduled Trading Day immediately prior to the
scheduled Maturity Date, the 25 consecutive Trading Day period beginning on and
including the 27th Scheduled Trading Day prior to the scheduled Maturity Date,
or, in all other cases, the 25 consecutive Trading Day period beginning on, and
including, the third Trading Day immediately following the related Conversion
Date.


 


The “Daily Conversion Value”
means, for each day in the relevant Applicable Conversion Reference Period,
one-twenty-fifth (1/25th) of the product of (i) the applicable Conversion
Rate on such Trading Day and (ii) the Daily VWAP on such Trading Day of
the Common Stock or the Reference Property into which Common Stock has been
converted in connection with certain corporate transactions.


 


The “Daily Settlement Amount,”
for each of the 25 consecutive Trading Days during the relevant Applicable
Conversion Reference Period, will consist of:


 


50
















 


(a)           cash equal to the lesser of (i) $40
and (ii) the Daily Conversion Value for such Trading Day (the amount
determined pursuant to this clause being the “Principal
Portion”); and


 


(b)           to the extent the Daily Conversion Value
exceeds $40, a number of shares of Common Stock equal to (i) the
difference between the Daily Conversion Value and $40, divided by (ii) the daily VWAP of the
Common Stock for such Trading Day.


 


“Daily VWAP”
for the Common Stock, in respect of any Trading Day, means the per-share volume-weighted
average price on the NYSE as displayed under the heading “Bloomberg VWAP” on
Bloomberg page “IGT.N <equity> AQR” (or its equivalent successor if
such page is not available) in respect of the period from the scheduled
opening of trading until the scheduled close of trading of the primary trading
session on such Trading Day, or if such volume-weighted average price is
unavailable, the market value of one share of the Common Stock (or one unit of
any Reference Property consisting of marketable equity securities) on such
Trading Day as determined by the Board of Directors in a commercially
reasonable manner, using a volume-weighted average price method (or, in the
case of Reference Property consisting of cash, the market value thereof) and
will be determined without regard to after-hours trading or any other trading
outside of the regular trading session.


 


(c)         The Company shall pay or deliver, as the
case may be, such cash and/or shares of Common Stock on the third Trading Day
immediately following the last Trading Day of the Applicable Conversion
Reference Period; provided, that
if prior to the relevant Conversion Date, the Common Stock has been replaced by
Reference Property consisting solely of cash, the Company will pay such cash on
the third Trading Day immediately following the relevant Conversion Date.  Notwithstanding the foregoing, if any
information required to calculate the conversion consideration deliverable is
not available as of the applicable settlement date, the Company will deliver
the additional shares of Common Stock resulting from such adjustment on the
third Trading Day after the earliest Trading Day on which such calculation can
be made.  If application of the
provisions described above would result in settlement of a conversion during
the 10 Trading Days immediately following the effective date of a Fundamental
Change, settlement will instead take place on the tenth Trading Day following
such effective date of the Fundamental Change.


 


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


 


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


 


51

















 


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


 


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


 


Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security in an authorized denomination equal in principal amount to the
unconverted portion of the Security surrendered, or in the case of a Global
Security, the Company shall instruct the Registrar to decrease such Global
Security by the principal amount of the converted portion of the Security
surrendered.


 


Section 10.03.        Fractional Shares.  The Company
will not issue fractional shares of Common Stock upon conversion of a
Security.  Instead, the Company will pay
cash in lieu of fractional shares by multiplying the Daily VWAP of a full share
of Common Stock on the last Trading Day of such Applicable Conversion Reference
Period by the fractional amount and rounding the product to the nearest whole
cent.  Whether fractional shares are
issuable upon a conversion will be determined on the basis of the total number
of Securities that the Holder is then converting into cash and Common Stock, if
any, and the aggregate number of shares, if any, of Common Stock issuable upon
such conversion.


 


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


 


52

















 


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


 


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


 


With respect to any Common Stock required to bear a Restricted Stock
Legend, the shares of Common Stock distributed upon conversion will be issued
in physical certificated form, will not be held in book-entry form through the
facilities of the Depositary and shall be treated as “restricted securities,”
and the Company will affix, or will direct its transfer agent to affix the
Restricted Stock Legend that is set forth in Exhibit C upon such shares of
Common Stock.


 


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


 


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


 


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


 


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


 


then
the Conversion Rate will be adjusted based on the following formula; provided however, that no adjustment shall
be made pursuant to clause (a) if all the Holders of the Securities may
participate in such dividend or distribution:


 




	
  R’ = R ×

  	
  OS

  
	
  OS’

  






 


where,


 


R’    =      the
conversion rate in effect immediately after the open of business on the
Ex-Dividend Date for such dividend or distribution, or immediately after the
open of business on the effective date of such subdivision or combination, as
the case may be;


 


53

















 


R     =      the
conversion rate in effect immediately prior to the open of business on the
Ex-Dividend Date for such dividend or distribution, or immediately prior to the
open of business on the effective date of such subdivision or combination, as
the case may be;


 


OS’=       the number of shares of Common Stock
outstanding immediately prior to the open of business on the Ex-Dividend Date
for such dividend or distribution, or immediately prior to the open of business
on the effective date of such subdivision or combination, as the case may be;
and


 


OS   =      the
number of shares of Common Stock outstanding immediately after such dividend or
distribution, or immediately after the effective date of such subdivision or
combination, as the case may be.


 


Such adjustment shall become effective immediately after the opening of
business on the Ex-Dividend Date for such dividend or distribution, or the
effective date for such subdivision or combination.  If any dividend or distribution of the type described
in this Section 10.06 is declared but not so paid or made, or the outstanding
shares of Common Stock are not split or combined, as the case may be, the
Conversion Rate shall be immediately readjusted, effective as of the date the
Board of Directors determines not to pay such dividend or distribution, or
split or combine the outstanding shares of Common Stock, as the case may be, to
the Conversion Rate that would then be in effect if such dividend, distribution,
share split or share combination had not been declared or announced.


 


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


 


Section 10.07.        Adjustment for Rights Issue.  If after the
Issue Date of the Securities, the Company distributes any rights, options or warrants
to all holders of the Company’s Common Stock entitling them to purchase (for a
period expiring within 60 days), shares of Common Stock at a price per share
less (or having a conversion price per share less) than the average of the
Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day
period ending on, and including the Trading Day immediately preceding the
Ex-Dividend Date for such distribution (except that no adjustment will be made
if Holders of the Securities may participate in the distribution on a basis and
with the notice that the Company’s Board of Directors determines to be fair and
appropriate), the Conversion Rate shall be adjusted in accordance with the
formula; provided, however, that
the Conversion Rate will be readjusted to the extent that such rights, options
or warrants are not exercised prior to their expiration or are not distributed:


 




	
  R’ = R ×

  	
  (O + N)

  
	
  O + ((N × P)/M)

  






 


where:


 


R’    =      the
conversion rate in effect immediately after the open of business on the Ex-Dividend
Date for such distribution;


 


54

















 


R     =      the
conversion rate in effect immediately prior to the open of business on the
Ex-Dividend Date for such distribution;


 


O     =      the
number of shares of Common Stock outstanding at the close of business on the
Trading Day immediately preceding the Ex-Dividend Date for such distribution;


 


N     =      the
number of additional shares of Common Stock issuable pursuant to such rights,
options or warrants;


 


P      =      the
per-share offering price payable to exercise such rights, options or warrants
for the additional shares plus
the per-share consideration (if any) the Company receives for such rights,
options or warrants; and


 


M    =      the
average of the Closing Sale Prices of the Common Stock for the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately
preceding the Ex-Dividend Date with respect to the distribution.


 


Such adjustment shall be successively made whenever any such rights,
options or warrants are distributed and shall become effective immediately
after the opening of business on the Ex-Dividend Date for such
distribution.  To the extent that shares
of the Common Stock are not delivered after the expiration of such rights, options
or warrants, the Conversion Rate shall be readjusted to the Conversion Rate
that would then be in effect had the adjustments made upon the issuance of such
rights, options or warrants been made on the basis of delivery of only the number
of shares of Common Stock actually delivered. 
If such rights, options or warrants are not so issued, the Conversion
Rate shall again be adjusted promptly to be the Conversion Rate that would then
be in effect if such Ex-Dividend Date for such distribution had not been fixed.


 


For purposes of this Section 10.07, in determining whether any
rights, options or warrants entitle the holders to subscribe for or purchase
Common Stock at less than the average of the Closing Sale Prices of Common
Stock for each Trading Day in the applicable 10 consecutive Trading Day period,
there shall be taken into account any consideration received by the Company for
such rights, options or warrants and any amount payable on exercise thereof,
the value of such consideration, if other than cash, to be determined by the
Board of Directors.


 


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


 


Section 10.08.        Adjustment for Other Distributions. 
If, after the Issue Date of the Securities, the Company distributes to
all or substantially all holders of its Common Stock any of its debt,
securities or assets or any rights, warrants or options to purchase securities
of the Company (including securities or cash, but excluding (a) distributions
of Capital Stock referred to in Section 10.06 and distributions of rights,
warrants or options referred to in Section 10.07, (b) cash dividends
or other cash distributions referred to in Section 10.08A and (c) any
Spin-off to which the provisions set forth below in this Section 10.08
shall apply), the Conversion Rate shall be adjusted, subject to the provisions
of the last paragraph of this Section 10.08, in accordance with the
formula:


 


55

















 




	
  R’ = R ×

  	
  M

  
	
  M – F 

  






 


where:


 


R’    =      the
conversion rate in effect immediately after the open of business on the
Ex-Dividend Date for such distribution;


 


R     =      the
conversion rate in effect immediately prior to the open of business on the
Ex-Dividend Date for such distribution;


 


M    =      the
average of the Closing Sale Prices of Common Stock for the 10 consecutive
Trading Day period ending on, and including, the Ex-Dividend Date for such
distribution; and


 


F      =      the
fair market value, as determined by the Board of Directors, of the portion of
those assets, securities, rights, warrants or options to be distributed in
respect of each share of Common Stock immediately prior to the open of business
on the Ex-Dividend Date for such distribution.


 


With respect to an
adjustment pursuant to this Section 10.08 where there has been a payment
of a dividend or other distribution on the Common Stock in shares of capital
stock of any class or series, or similar equity interest, of or relating to a
Subsidiary or other business unit, where such capital stock or similar equity
interest is listed or quoted (or will be listed or quoted upon consummation of
the Spin-off) on a national securities exchange or reasonably comparable
non-U.S. equivalent, which is referred to herein as a “Spin-off,” the conversion rate will be
increased based on the following formula:


 




	
  R’ = R ×

  	
  F + MP

  
	
  MP 

  






 


where:


 


R’    =      the
conversion rate in effect immediately after the open of business on the
Ex-Dividend Date for the Spin-off;


 


R     =      the
conversion rate in effect immediately prior to the open of business on the
Ex-Dividend Date for the Spin-off;


 


F      =      the
average of the Closing Sale Prices of the capital stock or similar equity
interest distributed to holders of the Common Stock applicable to one share of
the Common Stock over the first 10 consecutive Trading Day period immediately
following, and including, the Ex-Dividend Date for the Spin-off (such period,
the “Valuation Period”); and


 


MP  =      the
average of the Closing Sale Prices of the Common Stock over the Valuation
Period.


 


The adjustment to the conversion rate under the preceding paragraph of
this Section 10.08 will be made immediately after the open of business on
the day after the last day of the Valuation Period, but will be given effect as
of the open of business on the Ex-Dividend Date for 


 


56

















 


the Spin-off. 
If the Ex-Dividend Date for the Spin-off is less than 10 Trading Days
prior to, and including, the end of the Applicable Conversion Reference Period
in respect of any conversion, references within this Section 10.08 to 10
Trading Days shall be deemed replaced, for purposes of calculating the affected
daily conversion rates in respect of that conversion, with such lesser number
of Trading Days as have elapsed from, and including, the Ex-Dividend Date for
the Spin-off to, and including, the last Trading Day of such Applicable
Conversion Reference Period.  For
purposes of determining the conversion rate, in respect of any conversion
during the 10 Trading Days commencing on the Ex-Dividend Date for any Spin-off,
references within the portion of this Section 10.08 related to “Spin-offs”
to 10 Trading Days shall be deemed replaced with such lesser number of Trading
Days as have elapsed from, and including, the Ex-Dividend Date for such
Spin-off to, but excluding, the relevant Conversion Date.


 


For purposes of this Section 10.08, in determining whether any
rights, options or warrants entitle the holders to subscribe for or purchase
shares of the Common Stock at less than the average of the Closing Sale Prices
of the Common Stock for each Trading Day in the applicable 10 consecutive
Trading Day period, there shall be taken into account any consideration
received by the Company for such rights, options or warrants and any amount
payable on exercise or conversion thereof, the value of such consideration, if
other than cash, to be determined by the Board of Directors.  In no event shall the Conversion Rate be
decreased pursuant to this Section 10.08.


 


Section 10.08A.            Adjustment for Cash Dividends.


 


If, after the Issue Date of the Securities, the Company distributes to
all or substantially all holders of its Common Stock any cash (excluding any
quarterly cash dividend on the Common Stock to the extent that the aggregate
cash dividend per share of Common Stock in any fiscal quarter does not exceed
the Dividend Threshold Amount), the Conversion Rate shall be adjusted in
accordance with the formula:


 




	
  R’ = R ×

  	
  SP

  
	
  SP – C 

  






 


where:


 


R’    =      the
conversion rate in effect immediately after the open of business on the
Ex-Dividend Date for such distribution;


 


R     =      the
conversion rate in effect immediately prior to the open of business on the
Ex-Dividend Date for such distribution;


 


SP   =      the
average of the Closing Sale Prices of Common Stock over the 10 consecutive
Trading Day period ending on, and including, the Trading Day immediately
preceding the Ex-Dividend Date for such distribution; and


 


C     =      the
amount in cash per share the Company distributes to holders of Common Stock in
excess of the Dividend Threshold Amount (and for which no adjustment has been
made);


 


provided that if an adjustment is
required to be made under this Section 10.08A as a result of a
distribution that is not a regular quarterly cash dividend, the Dividend
Threshold Amount will be 


 


57

















 


deemed
to be zero.  The Dividend Threshold
Amount is subject to adjustment in a manner inversely proportional to
adjustments to the conversion rate, provided that no adjustment will be made to
the Dividend Threshold Amount for any adjustment made to the conversion rate
under this Section 10.08A.


 


The
adjustment shall become effective immediately after the after the open of
business on the Ex-Dividend Date with respect to the distribution.


 


Section 10.09.        Adjustment for Company Tender Offer. 
If, after the Issue Date of the Securities, the Company or any
Subsidiary of the Company makes a payment to holders of the shares of Common
Stock in respect of a tender or exchange offer, other than an odd-lot offer, by
the Company or any of its Subsidiaries for shares of Common Stock, to the
extent that the cash and value of any other consideration included in the
payment per share of Common Stock exceeds the average of the Closing Sale
Prices over the 10 consecutive Trading Day period commencing on, and including
the Trading Day following the last date on which tenders or exchanges may be
made pursuant to such tender or exchange offer (the “Expiration Date”), the Conversion Rate shall be increased
based on the following formula:


 




	
  R’ = R ×

  	
  F + (SP × OS’)

  
	
  OS × SP 

  






 


where:


 


R’    =      the
Conversion Rate in effect immediately after the open of business on the Trading
Day following the Expiration Date;


 


R     =      the
Conversion Rate in effect immediately prior to the open of business on the
Trading Day following the Expiration Date;


 


F      =      the
fair market value, as determined by the Board of Directors (or a committee
thereof), of the aggregate consideration payable in such tender or exchange
offer (up to any maximum amount specified in the terms of the tender or
exchange offer) for all shares of Common Stock the Company or any Subsidiary of
the Company purchases in such tender or exchange offer, such fair market value
to be measured as of the expiration time of the tender or exchange offer (the “Expiration Time”);


 


OS   =      the
number of shares of Common Stock outstanding immediately prior to the
Expiration Time (prior to giving effect to such tender offer or exchange
offer);


 


OS’=       the number of shares of Common Stock
outstanding immediately after the Expiration Time (after giving effect to such
tender offer or exchange offer); and


 


SP   =      the
average of the closing sale prices of Common Stock over the 10 consecutive
Trading Day period commencing on, and including, the Trading Day following the
Expiration Date.


 


The adjustment to the conversion rate under the preceding paragraph of
this Section 10.09 will be made immediately after the open of business on
the 11th Trading Day following the Expiration Date but
will be given effect at the open of business on the Trading Day following the
Expiration Date.  If the Trading Day
following the Expiration Date is less than 10 Trading Days 


 


58

















 


prior to, and including, the end of the Applicable
Conversion Reference Period in respect of any conversion, references within
this Section 10.09 to 10 Trading Days shall be deemed replaced, for
purposes of calculating the affected daily conversion rates in respect of that
conversion, with such lesser number of Trading Days as have elapsed from, and
including, the Trading Day following the Expiration Date to, and including, the
last Trading Day of such Applicable Conversion Reference Period.  For purposes of determining the Conversion
Rate, in respect of any conversion during the 10 Trading Days commencing on the
Trading Day following the Expiration Date, references within this Section 10.09
to 10 Trading Days shall be deemed replaced with such lesser number of Trading
Days as have elapsed from, and including, the Trading Day following the
Expiration Time to, but excluding, the relevant Conversion Date.


 


If:


 


(1)         any distribution or transaction described in Section 10.6
through Section 10.09 has not yet resulted in an adjustment to the
Conversion Rate on a given Trading Day within the Applicable Conversion
Reference Period applicable to Securities that Holders have converted; and


 


(2)         the shares of Common Stock that Holders will receive
in respect of such Trading Day are not entitled to participate in the relevant
distribution or transaction (because they were not held on a related Record
Date or otherwise);


 


then the Company shall adjust the number of shares
that it will deliver to Holders in respect of the relevant Trading Day to
reflect the relevant distribution or transaction.


 


Section 10.10.        When Adjustment May be Deferred. 
No adjustment in the Conversion Rate need be made unless the adjustment
would require an increase or decrease of at least 1% in the Conversion
Rate.  Any adjustments that are not made
shall be carried forward and taken into account in any subsequent
adjustment.  Any adjustments that are
carried forward shall be made on the Trading Day that is 30 Trading Days prior
to the scheduled Maturity Date. 
Thereafter any adjustment to the Conversion
Rate shall be made on each subsequent Scheduled Trading Day immediately
preceding the scheduled Maturity Date.


 


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


 


Section 10.11.        When No Adjustment Required.  No adjustment
need be made as a result of:


 


(a)           the issuance of the rights pursuant to
the Company’s adoption of a stockholders rights plan that provides that each
share of Common Stock issued upon conversion of the Securities at any time
prior to the distribution of separate certificates representing rights will be
entitled to receive the right (a “Stockholder
Rights Plan”);


 


(b)           the distribution of separate certificates
representing the rights under a Stockholder Rights Plan;


 


59

















 


(c)           the exercise or redemption of the rights
in accordance with any rights agreement under a Stockholder Rights Plan;


 


(d)           the termination or invalidation of the
rights under a Stockholder Rights Plan;


 


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


 


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


 


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


 


(h)           except as otherwise described in this Article 10,
ordinary course of business stock repurchases, including structured or
derivative transactions pursuant to a stock repurchase program approved by the
Board of Directors; or


 


(i)            any accrued and unpaid interest,
Additional Interest or Extension Fee.


 


If any event described in Section 10.11(a) through (d) occurs,
Holders will receive the rights upon conversion, unless, prior to any
conversion, the rights have separated from the Common Stock.  If the rights have separated, the Conversion
Rate will be adjusted at the time of separation as provided by this Indenture
(subject to readjustment in the event of the expiration termination or
redemption of such rights.)


 


No adjustment need be made for a transaction referred to in Section 10.07,
10.08 or 10.08A if Holders of the Securities may participate in the transaction
on a basis and with notice that the Board of Directors determines to be fair
and appropriate in light of the basis and notice on which holders of Common
Stock participate in the transaction.  No
adjustment need be made for a transaction referred to in Section 10.08 or
10.08A above if all Holders of the Securities may participate in the
transaction.


 


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


 


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


 


Section 10.12.        Notice of Adjustment.  Whenever the
Conversion Rate is adjusted, the Company shall promptly or within three
Business Days mail to Holders a notice of the adjustment.  The Company shall file with the Trustee and
the Conversion Agent such notice


 


60
















 


briefly
stating the facts requiring the adjustment and the manner of computing it.  The notice of adjustment shall be conclusive
evidence that the adjustment is correct. 
Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such notice of adjustment except to exhibit
the same to any Holder desiring inspection thereof.


 


The Company shall not take any action that would result in adjustment
of the Conversion Rate, pursuant to this Article 10, in such a manner as
to result in the reduction of the Conversion Price to less than the par value
per share of Common Stock.


 


Section 10.13.                       Voluntary Increase. 
The Company from time to time may (but is not required to) increase the
Conversion Rate by any amount at any time for at least 20 Business Days, so
long as the increase is irrevocable during such period.  In addition, the Company may also (but is not
required to) increase the Conversion Rate to avoid or diminish any income tax
to holders of Common Stock or rights to purchase Common Stock in connection
with any dividend or distribution of shares (or rights to acquire shares) or
similar event.  Whenever the Conversion
Rate is increased, the Company shall mail to Holders and file with the Trustee
and the Conversion Agent a notice of the increase.  The Company shall mail the notice at least 15
days before the date the increased Conversion Rate takes effect.  The notice shall state the increased
Conversion Rate and the period it will be in effect.  A voluntary increase of the Conversion Rate
does not change or adjust the Conversion Rate otherwise in effect for purposes
of Section 10.06, 10.07, 10.08 or 10.08A.


 


Section 10.14.                       Notice of Certain Transactions. 
If:


 


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


 


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


 


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


 


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


 


Section 10.14A.             Effect of Reclassification, Consolidation, Merger or
Sale.  Upon the occurrence of (i) any
reclassification of the outstanding shares of Common Stock (other than a change
in par value, or from par value to no par value, or from no par value to par
value, or as a result of a split, subdivision or combination covered by Section 10.06),
(ii) any transaction involving the Company subject to Section 5.01
(other than a sale of all or substantially all of the assets of the Company in
a transaction in which the holders of Common Stock immediately prior to such
transaction do not receive securities, cash or other assets of the Company or
any other Person), (iii) a binding share exchange which reclassifies or
changes the outstanding shares of


 


61

















 


Common
Stock, or (iv) any sale or conveyance of all or substantially all of the
property and assets of the Company to any other Person, in each case as a
result of which holders of Common Stock shall be entitled to receive cash,
securities or other property or assets 
with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then:


 


(a)                                  the Company or the successor or
purchasing Person, as the case may be, shall execute with the Trustee a
supplemental indenture (which shall comply with the Trust Indenture Act as in
force at the date of execution of such supplemental indenture if such
supplemental indenture is then required to so comply) and which shall provide
that Holders shall be entitled thereafter to convert their Securities into the
type and amount of shares of stock, other securities or other property or
assets (including cash or any combination thereof) that a holder of a number of
shares of our Common Stock equal to the conversion rate immediately prior to
such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event; provided that, at and after the effective time of any such
Merger Event, any amount otherwise payable in cash upon conversion of the
Securities shall continue to be payable as provided in Section 10.01(b).


 


(b)                                 In the event the Company shall execute a
supplemental indenture pursuant to this Section 10.14A, the Company shall
promptly file with the Trustee an Officers’ Certificate briefly describing the
Merger Event and stating the type or amount of cash, securities, property or
other assets that will comprise the Reference Property after any such Merger
Event, any adjustment to be made with respect thereto and that all conditions
precedent to such Merger Event under this Indenture have been complied
with.  Promptly, following the effective
time of any such Merger Event, the Company shall issue a press release
describing the type or amount of cash, securities, property or other assets
that will comprise the Reference Property after any such Merger Event (and
shall make the press release available on its website).  Any failure to deliver such Officers’
Certificate or issue such press release shall not affect the legality or
validity of such supplemental indenture.


 


(c)                                  With respect to each $1,000 principal
amount of Securities surrendered for conversion after the effective date of any
such Merger Event in lieu of cash and shares of Common Stock, if any, otherwise
provided for hereunder, the Company shall deliver to the converting Holder a
number of units of Reference Property (each such unit comprised of the kind and
amount of shares of stock, securities or other property or assets (including
cash or any combination thereof) that a holder of one share of Common Stock
immediately prior to such Merger Event would have owned or been entitled to
receive based on the Weighted Average Consideration) equal to (1) the
aggregate principal amount of Securities to be converted, divided by $1,000,
multiplied by (2) the then-applicable Conversion Rate;


 


(A)                              The Company will deliver the cash in lieu
of fractional units of Reference Property as set forth pursuant to Section 10.03
(provided that the amount of such
cash shall be determined as if references in such Section to “the Closing
Sale Price” were instead a reference to “the Closing Sale Price of a unit of
Reference Property” composed of the type and amount of shares of stock,
securities or other property or assets (including cash or any combination
thereof) that a holder of one share of Common Stock


 


62

















 


immediately prior to such
Merger Event would have owned or been entitled to receive based on the Weighted
Average Consideration).


 


(B)                                The Daily Settlement Amounts (if
applicable) and Daily Conversion Values (if applicable) shall be determined by
the Company promptly following the last day of the Applicable Conversion
Reference Period.


 


(C)                                For purposes of this Section 10.14A
, the “Weighted Average Consideration”
means the weighted average of the types and amounts of consideration received
by the holders of the Common Stock entitled to receive cash, securities or
other property or assets with respect to or in exchange for such Common Stock
in any Merger Event who affirmatively make such an election; provided that,
if the types and amounts of consideration that holders of the Common Stock
would be entitled to receive with respect to or in exchange for such Common
Stock is based in part upon any form of stockholder election, the “Weighted
Average Consideration” will be deemed to be (A) if holders of the majority
of the shares of Common Stock affirmatively make such an election, the weighted
average of the types and amounts of consideration received by the holders of
the Common Stock that affirmatively make such an election or (B) if the
holders of a majority of the shares of Common Stock do not affirmatively make
such an election, the types and amount of consideration actually received by
such holders.


 


(D)                               The Company shall notify the holders and
the Trustee of the Weighted Average Consideration as soon as practicable after
the Weighted Average Consideration is determined.


 


(d)                                 The above provisions of this Section shall
similarly apply to successive Merger Events.


 


In the
event that Securities become convertible into Reference Property pursuant to
this Section 10.14A , the Company shall notify the Trustee and issue a
press release containing the relevant information (and make such press release
available on the Company’s website).


 


Section 10.15.                       Reorganization of Company; Special
Distributions.  If the Company is a party to a Fundamental
Change pursuant to paragraph (ii) of the definition of Fundamental Change
set forth in Section 3.03, upon effectiveness of such Fundamental Change,
the Securities shall be convertible into cash and other property, as
applicable. If, pursuant to Section 10.21 the Company is required to
increase the conversion rate by the Additional Shares as a result of such a
Fundamental Change, the Securities surrendered for conversion will be settled
as follows:


 


(a)                                  if the last day of the Applicable
Conversion Reference Period related to Securities surrendered for conversion is
prior to the third Trading Day preceding the effective date of the Fundamental
Change, (i) the conversion shall be settled as described in Section 10.01(b) by
delivering the amount of cash and shares of Common Stock, if any, based on the
Conversion Rate then in effect without regard to the number of Additional
Shares to be added to the Conversion Rate as described above, on the third
Trading Day immediately following the last day of the Applicable Conversion
Reference Period and (ii) as soon as practicable following the Make Whole
Adjustment Event


 


63

















 


Effective Date, the
Company shall deliver the increase in such amount of cash and reference
property deliverable in lieu of shares of Common Stock, if any, as if the
Conversion Rate had been increased by such number of Additional Shares during
the related Applicable Conversion Reference Period and based upon the average
of the Closing Sale Prices of the Common Stock during such Applicable
Conversion Reference Period.  If such
increased amount results in an increase to the amount of cash to be paid to
Holders, the Company shall pay such increase in cash, and if such increased
settlement amount results in an increase to the number of shares of Common
Stock, the Company shall deliver such increase by delivering reference property
based on such increased number of shares; and


 


(b)                                 if the last day of the Applicable
Conversion Reference Period related to Securities surrendered for conversion is
on or following the third Scheduled Trading Day preceding the Make Whole
Adjustment Effective Date, the conversion shall be settled as described in Section 10.01(b) based
on the Conversion Rate as increased by the Additional Shares payable on the
later to occur of (1) the effective date of the transaction and (2) the
third Trading Day immediately following the last day of the Applicable
Conversion Reference Period.


 


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


 


Section 10.16.                       Company Determination Final. 
Any determination and/or calculation that the Company or the Board of
Directors must make pursuant to Section 4.02, 10.03, 10.06, 10.07, 10.08,
10.08A, 10.09, 10.10, 10.11, 10.14A, 10.15 or 10.17 is conclusive, absent
manifest error.


 


Section 10.17.                       Trustee’s Adjustment Disclaimer. 
The Trustee has no duty to determine when an adjustment under this Article 10
should be made, how it should be made or what it should be.  The Trustee has no duty to determine whether
a supplemental indenture under Section 10.15 need be entered into or
whether any provisions of any supplemental indenture are correct.  The Trustee shall not be accountable for and
makes no representation as to the validity or value of any securities or assets
issued upon conversion of Securities. 
The Trustee shall not be responsible for the Company’s failure to comply
with this Article 10.  Each
Conversion Agent shall have the same protection under this Section 10.17
as the Trustee.


 


64

















 


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


 


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


 


Section 10.20.                       Limitation on Adjustments. 
The Company shall not take any action that would result in an adjustment
pursuant to the foregoing provisions in this Article 10 if that adjustment
would reduce the Conversion Price below the then par value of the shares of
Common Stock issuable upon conversion of the Securities.


 


Section 10.21.                       Adjustment to Conversion Rate Upon
Certain Transactions.  If, after the Issue Date a Fundamental
Change pursuant to paragraphs (i), (ii), (iv) or (v) of the
definition of Fundamental Change set forth in Section 3.01, which, with
respect to any event described in paragraph (ii) of the definition of
Fundamental Change, shall be determined without regard to the exception
provided by the Section 3.01(a)(ii)(B) (any such event, a “Make Whole Adjustment Event”) occurs, and
if a Holder elects to convert its Securities in connection with such Make Whole
Adjustment Event, the Company will increase the Applicable Conversion Rate for
the Securities surrendered for conversion by a number of additional shares of
Common Stock (the “Additional Shares”),
as described in this Section 10.21. 
A conversion of Securities will be deemed for the purposes of this Section 10.21
to be “in connection with” a Fundamental Change if the notice of conversion of
the Securities is received by the Conversion Agent from and including the
effective date, up to and including the second Scheduled Trading Day
immediately preceding the related Fundamental Change Repurchase Date or the
date that is 30 Scheduled Trading Days immediately following the effective date
of the Make Whole Adjustment Event if there is no such related Fundamental
Change Repurchase Date.


 


The Company shall mail Holders and the Trustee not later than 25
Scheduled Trading Days prior to the anticipated effective date of the Make
Whole Adjustment Event, a notice describing the Make Whole Adjustment Event and
the Holders’ rights to Additional Shares. 
The Company shall also issue a press release and make the press release
available on its website as soon as practicable after it first determines the
anticipated Make Whole Adjustment Event Effective Date.


 


The number of Additional Shares will be determined by reference to the
table below and is based on the date on which such Make Whole Adjustment Event
transaction occurs or becomes effective (the “Make
Whole Adjustment Event Effective Date”) and the price (the “Share Price”) paid per share of Common
Stock in such Make Whole Adjustment Event. 
If the holders of Common Stock receive only cash in the Make Whole
Adjustment Event described in Section 3.03(a)(ii), the Share Price shall
be the cash amount paid per share of Common Stock.  Otherwise, the Share Price shall be the
average of the Closing Sale Prices of the Common Stock 


 


65

















 


on the ten consecutive Trading Days up to but
excluding the Make Whole Adjustment Event Effective Date.


 


The Share Prices set forth in the Share Price column of the table below
will be adjusted as of any date on which the Conversion Rate is adjusted.  The adjusted Share Prices will equal the
Share Prices applicable immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the applicable Conversion Rate immediately
prior to the adjustment giving rise to the Share Price adjustment and the
denominator of which is the applicable Conversion Rate as so adjusted.


 


Stock Price


 


	
  Effective

  Date

  	
   

  	
  $15.07

  	
   

  	
  $16.00

  	
   

  	
  $17.50

  	
   

  	
  $20.00

  	
   

  	
  $22.50

  	
   

  	
  $25.00

  	
   

  	
  $30.00

  	
   

  	
  $35.00

  	
   

  	
  $40.00

  	
   

  	
  $50.00

  	
   

  	
  $65.00

  	
   

  	
  $80.00

  	
   

  	
  $100.00

  	
   

  	
  $125.00

  	
   

  	
  $150.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 11, 2009

  	
   

  	
  16.2762

  	
   

  	
  14.3770

  	
   

  	
  11.8989

  	
   

  	
  8.9284

  	
   

  	
  6.9058

  	
   

  	
  5.4828

  	
   

  	
  3.6784

  	
   

  	
  2.6385

  	
   

  	
  1.9946

  	
   

  	
  1.2726

  	
   

  	
  0.7626

  	
   

  	
  0.5051

  	
   

  	
  0.3124

  	
   

  	
  0.1769

  	
   

  	
  0.0976

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2010

  	
   

  	
  16.2762

  	
   

  	
  13.8397

  	
   

  	
  11.2916

  	
   

  	
  8.2571

  	
   

  	
  6.2352

  	
   

  	
  4.8364

  	
   

  	
  3.1296

  	
   

  	
  2.1859

  	
   

  	
  1.6248

  	
   

  	
  1.0170

  	
   

  	
  0.6045

  	
   

  	
  0.3985

  	
   

  	
  0.2427

  	
   

  	
  0.1323

  	
   

  	
  0.0675

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2011

  	
   

  	
  16.2762

  	
   

  	
  13.3373

  	
   

  	
  10.6371

  	
   

  	
  7.4913

  	
   

  	
  5.4563

  	
   

  	
  4.0918

  	
   

  	
  2.4996

  	
   

  	
  1.6808

  	
   

  	
  1.2192

  	
   

  	
  0.7511

  	
   

  	
  0.4472

  	
   

  	
  0.2944

  	
   

  	
  0.1763

  	
   

  	
  0.0909

  	
   

  	
  0.0407

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mat 1, 2012

  	
   

  	
  16.2762

  	
   

  	
  12.9045

  	
   

  	
  9.9427

  	
   

  	
  6.5812

  	
   

  	
  4.4935

  	
   

  	
  3.1765

  	
   

  	
  1.7575

  	
   

  	
  1.1115

  	
   

  	
  0.7858

  	
   

  	
  0.4829

  	
   

  	
  0.2921

  	
   

  	
  0.1911

  	
   

  	
  0.1098

  	
   

  	
  0.0500

  	
   

  	
  0.0149

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2013

  	
   

  	
  16.2762

  	
   

  	
  12.4192

  	
   

  	
  8.9009

  	
   

  	
  5.1590

  	
   

  	
  3.0431

  	
   

  	
  1.8571

  	
   

  	
  0.8274

  	
   

  	
  0.4821

  	
   

  	
  0.3439

  	
   

  	
  0.2245

  	
   

  	
  0.1369

  	
   

  	
  0.0842

  	
   

  	
  0.0396

  	
   

  	
  0.0059

  	
   

  	
  0.0000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2014

  	
   

  	
  16.2762

  	
   

  	
  12.4192

  	
   

  	
  7.0621

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  	
  0.0000

  	
   

  



 


If the exact Share Prices and Make Whole Adjustment Effective Dates are
not set forth in the table, then:  (i) if
the Share Price is between two Share Price amounts in the table or the Make
Whole Adjustment Effective Date is between two dates in the table, the
Additional Shares issued upon conversion of the Securities will be determined
by a straight-line interpolation between the number of Additional Shares set
forth for the higher and lower Share Price amounts and the two Make Whole
Adjustment Event Effective Dates in the table, based on a 365-day year, (ii) if
the Share Price exceeds $150.00 per share, subject to adjustment as set forth
herein, no Additional Shares will be issued upon conversion of the Securities;
and (iii) if the Share Price is less than $15.07 per share, subject to adjustment
as set forth herein, no Additional Shares will be issued upon conversion of the
Securities.


 


Notwithstanding the foregoing, in no event will the total number of
shares of Common Stock issuable upon conversion exceed 66.3570 shares per
$1,000 principal amount of Securities, subject to adjustments in the same
manner as the Conversion Rate pursuant to Article 10.


 


The Company will settle conversions of Securities converted in
connection with a Make Whole Adjustment Event as provided in Section 4.01;
provided however that in
connection with a Make Whole Adjustment Event
in which holders of Common Stock receive only cash consideration for their
shares of Common Stock (in a single per-share amount, other than with respect
to appraisal and similar rights), the Company shall settle conversions by
delivering, on the tenth Business Day after the Conversion Date, for each
$1,000 principal amount of Securities, an amount of cash equal to (i) the
applicable Conversion Rate on the Conversion 


 


66

















 


Date,
increased by Additional Shares, if any, calculated as set forth in this Section 10.21,
multiplied by (ii) the per-share amount of cash consideration paid in such
Make Whole Adjustment
Event.


 


ARTICLE 11



PAYMENT OF INTEREST


 


Section 11.01.                       Payment of Interest.  (a) 
The Company shall pay interest on the Securities at a rate of 3.25% per annum,
payable semi-annually in arrears on May 1 and November 1 of each year
(each, an “Interest Payment Date”), or if any such day is not
a Business Day, the immediately following Business Day, commencing November 1,
2009.  Interest on a Security shall be
paid to the Holder of such Security at the close of business on April 15
or October 15 (each, a “Record Date”), as the
case may be, next preceding the related Interest Payment Date, and shall be
computed on the basis of a 360-day year comprised of twelve 30-day months.  In the event of the maturity, conversion, or
purchase of a Security by the Company at the option of the Holder, interest
shall cease to accrue on such Security.


 


(b)                                 Upon conversion of a Security, (i) a
Holder shall not receive any cash payment of interest (unless such conversion
occurs between a Record Date and the Interest Payment Date to which it relates,
in which case a Holder on the Record Date will receive on the Interest Payment
Date accrued and unpaid interest) and the Conversion Rate shall not be adjusted
to account for accrued and unpaid interest and (ii) except as set forth in
clause (c) below, the Company’s delivery to a Holder of cash and shares,
if any, of Common Stock into which the Security is convertible shall be deemed
to satisfy its obligation with respect to such Security, and any accrued but
unpaid interest shall be deemed to be paid in full upon conversion, rather than
cancelled, extinguished or forfeited.


 


(c)                                  Securities surrendered for conversion by
a Holder after the close of business on any Record Date but prior to the next
Interest Payment Date must be accompanied by payment of an amount equal to the
interest that the Holder is to receive on the Securities; provided, however,
that no such payment need be made (1) if the Company has specified a
Fundamental Change Repurchase Date that is after a Record Date and on or prior
to the next Interest Payment Date, (2) to the extent of overdue interest,
if any overdue interest exists at the time of conversion with respect to such
Securities or (3) if the Securities are surrendered for conversion after
the close of business on the Record Date immediately preceding the Maturity
Date of the Securities.


 


Section 11.02.                       Defaulted Interest. 
Any installment of interest that is payable, but is not punctually paid
or duly provided for on any Interest Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to
the Holders in whose names the Securities were registered on the Record Date
applicable to such installment of interest. 
Defaulted Interest (including any interest on such Defaulted Interest)
may be paid by the Company, at its election, as provided in this Section 11.02
(a) or (b).


 


(a)                                  The Company may elect to make payment of
any Defaulted Interest (including any interest on such Defaulted Interest) to
the Holders in whose names the 


 


67

















 


Securities are registered
at the close of business on a special record date for the payment of such
Defaulted Interest (a “Special Record Date”),
which shall be fixed in the following manner. 
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid and the date of the proposed payment,
and at the same time the Company 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 Holders entitled to such
Defaulted Interest as provided in this Section 11.05(a).  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest, which shall be not more
than 15 calendar days and not less than ten calendar days prior to the date of
the proposed payment and not less than ten calendar days after the receipt by
the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be sent, first-class mail, postage prepaid, to
each Holder at such Holder’s address as it appears in the registration books of
the Registrar, not less than ten calendar days prior to such Special Record
Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Holders in whose
names the Securities are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to Section 11.05(b).


 


(b)                                 Alternatively, the Company may make
payment of any Defaulted Interest (including any interest on such Defaulted
Interest) in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Section 11.05(b),
such manner of payment shall be deemed practicable by the Trustee.


 


Section 11.03.                       Interest Rights Preserved.  Subject to the foregoing provisions of this Article 11
and Section 2.06, 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.


 


ARTICLE 12


 


MISCELLANEOUS


 


Section 12.01.                       Trust Indenture Act Controls. 
If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.


 


Section 12.02.                       Notices. 
Any request, demand, authorization, notice, waiver, consent or
communication shall be in writing and delivered in Person or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:


 


68

















 


if to the Company:


 


International Game Technology

9295 Prototype Drive

P.O. Box 10580

Reno, Nevada  89510

Facsimile:  (775) 448-0777

Attention of:  Chief Financial Officer


 


if to the Trustee:


 


Wells Fargo Bank, National Association

707 Wilshire Blvd, 17th Floor

Los Angeles, California  90017

Facsimile: 213-614-3355

Attention:  Corporate Trust Department


 


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


 


Any notice or communication given to a Holder shall be mailed to the
Holder, by first-class mail, postage prepaid, at the Holder’s address as it
appears on the registration books of the Registrar and shall be deemed
sufficiently given if so mailed within the time prescribed.


 


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


 


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


 


Section 12.03.                       Communication by Holders with Other
Holders. Holders
may communicate pursuant to TIA Section 

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


 


Section 12.04.                       Certificate and Opinion as to
Conditions Precedent.  Upon any request or application
by the Company to the Trustee to take any action under this Indenture, the
Company shall furnish to the Trustee:


 


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


 


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


 


69

















 


Section 12.05.                       Statements Required in Certificate
or Opinion.  Each Officers’ Certificate or Opinion of
Counsel with respect to compliance with a covenant or condition provided for in
this Indenture shall include:


 


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


 


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


 


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


 


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


 


Section 12.06.                       Separability Clause. 
In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 12.07.                       Rules by Trustee, Paying Agent,
Conversion Agent, and Registrar.  The Trustee
may make reasonable rules for action by or a meeting of Holders.  The Registrar, the Conversion Agent and the
Paying Agent may make reasonable rules for their functions.


 


Section 12.08.                       Legal Holidays.  A
“Legal Holiday” is a Saturday, a
Sunday or a day on which banking institutions are not required to be open in
the State of New York.  If a payment date
is a Legal Holiday, payment shall be made on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening
period.  If a Record Date is a Legal
Holiday, the Record Date shall not be affected.


 


Section 12.09.                       Governing Law. 
THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 12.10.                       No Recourse Against Others.  A
director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By
accepting a Security, each Holder shall waive and release all such
liability.  The waiver and release shall
be part of the consideration for the issue of the Securities.


 


Section 12.11.                       Successors. 
All agreements of the Company in this Indenture and the Securities shall
bind its successor.  All agreements of
the Trustee in this Indenture shall bind its successor.


 


70
















 


Section 12.12.        Multiple Originals. 
The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.  One signed copy is enough to prove this
Indenture.


 


Section 12.13.        Table of Contents;
Headings.  The table of contents and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.


 


Section 12.14.        Submission to
Jurisdiction.   The Company (i) agrees that any suit,
action or proceeding against it arising out of or relating to this Indenture or
the Securities, as the case may be, may be instituted in any federal court
sitting in The City of New York; (ii) waives to the fullest extent
permitted by applicable law, any objection which it may now or hereafter have
to the laying of venue of any such suit, action or proceeding, and any claim
that any suit, action or proceeding in such a court has been brought in an
inconvenient forum; and (iii) submits to the non-exclusive jurisdiction of
such courts in any suit, action or proceeding.


 


Section 12.15.        Appointment of Agent
for Service of Process.  The
Company hereby designates Christopher W. Jones, Esq. as its authorized
agent to accept and acknowledge on its behalf service of any and all process
which may be served in any such suit, action or proceeding in any such court
and agrees that service of process upon said agent at its office at International Game Technology, 520 White
Plains Road, Suite 500, Tarrytown, New York 10591-5118 (or at such other address in the Borough of Manhattan, the
City of New York, as such agent may designate by written notice to the Company
and the Trustee), and written notice of said service to the Company , mailed or
delivered to it, at the addresses provided above, shall be deemed in every
respect effective service of process upon the Company in any such suit, action
or proceeding and shall be taken and held to be valid personal service upon the
Company, whether or not the Company shall then be doing, or at any time shall
have done, business within the State of New York, and that any such service of
process shall be of the same force and validity as if service were made upon it
according to the laws governing the validity and requirements of such service
in such State, and waives all claim of error by reason of any such service.


 


71

















 


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


 


INTERNATIONAL
GAME TECHNOLOGY


 


 


	
  /s/
  Patrick W. Cavanaugh

  	
   

  
	
  Name:

  	
  Patrick
  W. Cavanaugh

  	
   

  
	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  	
   

  



 


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


 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Maddy Hall

  
	
   

  	
  Name:

  	
  Maddy
  Hall

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


72

















 


EXHIBIT A — FORM OF SECURITY


 


[FORM OF FACE OF SECURITY]


 


[Include the following legend for
Global Securities only (the “Global Securities Legend”):]


 


THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HERINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE
TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS CONVERTIBLE NOTE FOR
ALL PURPOSES.


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


[Include the following legend on all Securities that
are Restricted Securities (the “Restricted Securities Legend”):]


 


THE
SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY,
THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT
IT WILL NOT WITHIN THE LATER OF (X) (I) ONE YEAR AFTER THE DATE OF
ORIGINAL ISSUANCE OF THE SECURITIES (INCLUDING THROUGH THE EXERCISE BY THE
INITIAL PURCHASERS OF THE SECURITIES (THE “INITIAL PURCHASERS”) OF THEIR OPTION
TO PURCHASE ADDITIONAL SECURITIES), IN THE CASE OF THE SECURITIES, OR (II) SIX
MONTHS AFTER THE DATE OF ORIGINAL ISSUANCE OF THE SECURITIES (INCLUDING THROUGH
THE EXERCISE BY THE INITIAL PURCHASERS OF THEIR OPTION TO PURCHASE ADDITIONAL
SECURITIES), IN THE CASE OF THE COMMON STOCK ISSUABLE ON CONVERSION OF THE
SECURITIES (OR ONE YEAR AFTER THE LAST ORIGINAL ISSUANCE DATE IN THE CASE OF
COMMON STOCK THAT IS RESTRICTED UPON 


 


A-1

















 


ISSUANCE),
AND (Y) 90 DAYS AFTER THE HOLDER CEASES TO BE AN AFFILIATE (WITHIN THE
MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER, OFFER, RESELL,
PLEDGE OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK
ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER; (B) UNDER
A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED
INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A; OR (D) UNDER
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS
SECURITY PURSUANT TO CLAUSE (D) WITHIN THE LATER OF (X) ONE YEAR
AFTER THE DATE OF ORIGINAL ISSUANCE OF SECURITIES (INCLUDING THROUGH THE
EXERCISE BY THE INITIAL PURCHASERS OF THEIR OPTION TO PURCHASE ADDITIONAL
SECURITIES) AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE
MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE
TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS THEY MAY REQUIRE PURSUANT TO THE INDENTURE AND MAY RELY UPON TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO SUCH OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ANY
EVENT, NO AFFILIATE OF THE ISSUER MAY PURCHASE OR SELL THIS SECURITY PRIOR
TO THE DATE THAT IS ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF SECURITIES
(INCLUDING THROUGH THE EXERCISE BY THE INITIAL PURCHASERS OF THEIR OPTION TO
PURCHASE ADDITIONAL SECURITIES). THE RESTRICTIONS SET FORTH IN THIS LEGEND
SHALL CEASE TO HAVE EFFECT ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF
SECURITIES (INCLUDING THROUGH THE EXERCISE BY THE INITIAL PURCHASERS OF THEIR
OPTION TO PURCHASE ADDITIONAL SECURITIES) PROVIDED THAT ALL HOLDERS AFTER SUCH
DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER SECURITIES IN CONFORMITY WITH
THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS.


 


THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION
AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SECURITY
AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR
THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER
OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND SUCH SHARES
SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES TO HAVE
AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.


 


A-2

















 


	
  No. [              ]

  	
   

  	
  CUSIP: 459902AQ5

  
	
   

  	
   

  	
  ISIN: US459902AQ56

  
	
   

  	
   

  	
   

  



Principal Amount $[                 ]

[as revised by the Schedule of Increases

and Decreases in the Global Security attached hereto][include for Global Security]


 


International Game
Technology


 


3.25% Convertible Notes
due 2014


 


International Game Technology, a Nevada corporation, promises to pay to
[          ] [include “Cede & Co.” for Global Security] or
registered assigns, the principal amount of $[    ] on May 1, 2014 (the “Maturity Date”).


 


Interest Payment Dates:  May 1
and November 1.


 


Record Dates:  April 15 and October 15.


 


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


 


	
  Dated:
   May 11, 2009

  	
  INTERNATIONAL
  GAME TECHNOLOGY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  



TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, certifies that this
is one of the Securities referred to in the within-mentioned Indenture.


 


 


	
  By

  	
   

  	
   

  
	
  Authorized
  Signatory

  
	
   

  
	
  Dated:

  



 


A-3

















 


[FORM OF REVERSE OF SECURITY]


 


3.25% Convertible Notes due 2014


 


1.             Interest


 


This Security shall bear cash interest at the rate of 3.25% per
annum.  Interest on this Security shall
accrue from May 11, 2009 (the “Issue Date”), or from the most recent date
to which interest has been paid or provided for.  Interest shall be payable semiannually in
arrears on May 1 and November 1 of each year, beginning on November 1,
2009 to the holders of record of Securities at the close of business on the April 15
or October 15 immediately preceding such Interest Payment Date (or repurchase,
redemption or Maturity Date, as applicable). 
Each payment of cash interest on this Security shall include interest
accrued for the period commencing on and including the immediately preceding
Interest Payment Date (or, if none, the Issue Date) through the day before the
applicable Interest Payment Date, Gaming Law Redemption Date, Fundamental
Change Repurchase Date or Maturity Date, as applicable.  Any payment required to be made on any day
that is not a Business Day shall be made on the next succeeding Business Day
and no interest or other amount will be paid as a result of any such
postponement.  Interest shall be
calculated using a 360-day year composed of twelve 30-day months.  Interest shall cease to accrue on this
Security upon its Maturity Date, conversion or repurchase by the Company
including a repurchase at the option of the Holder upon a Fundamental Change in
accordance with Paragraph 7 hereof.


 


Interest on Securities converted after a Record Date but prior to the
corresponding Interest Payment Date will be paid to the Holder of the
Securities on the Record Date, but upon conversion the Holder must pay the
Company the interest which has accrued and will be paid by the Company on such
Interest Payment Date.  No such payment
need be made (1) if the Company has specified a Gaming Law Redemption Date
that is after a Record Date and on or prior to the next Interest Payment Date, (2) if
the Company has specified a Fundamental Change Repurchase Date that is after a
Record Date and on or prior to the next Interest Payment Date or (3) only
to the extent of overdue interest, if any overdue interest exists at the time
of conversion with respect to such Securities.


 


2.             Method of Payment.


 


The Company shall promptly make all payments in respect of the Securities
on the dates and in the manner provided herein and in the Indenture.  The Company will pay interest (except Defaulted
Interest) on the principal amount of the Securities on each May 1 and November 1
to the Persons who are registered Holders of Securities at the close of
business on the April 15 and October 15 next preceding the Interest
Payment Date even if Securities are canceled or repurchased after such Record
Date and on or before the Interest Payment Date.  Holders must surrender Securities to a Paying
Agent to collect principal payments.  The
Company will pay principal and interest, including additional interest, if any,
in money of the United States that at the time of payment is legal tender for
payment of public and private debts.  The
Company will make all payments in respect of a Global Security registered in
the name of the Depositary or its nominee to the Depositary or its nominee, as
the case may be, by wire transfer of immediately available funds to the account
specified by such Holder.  The Company
will make all payments in respect of a Certificated Security (including
principal and interest) in U.S. dollars at the office of the Trustee.  At the Company’s option, the Company may make
such payments by mailing a 


 


A-4

















 


check to the registered address of each Holder thereof
as such address shall appear on the register or, if requested by a Holder of
more than $1,000,000 in aggregate principal amount of Securities, by wire
transfer of immediately available funds to the account specified by such
Holder.  If an Interest Payment Date is a
date other than a Business Day, payment may be made at that place on the next
succeeding day that is a Business Day and no interest shall accrue for the
intervening period.


 


3.             Paying Agent, Conversion Agent and
Registrar.


 


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


 


4.             Indenture.


 


The Company issued the Securities under an Indenture dated as of May 11,
2009 (the “Indenture”), between the Company and the Trustee.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939, as in effect from time to time (the “TIA”).  Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of those
terms.


 


The Securities are general unsecured and unsubordinated obligations of
the Company limited to an aggregate principal amount of $850,000,000.  The Indenture does not limit other
indebtedness of the Company, secured or unsecured.


 


5.             [Reserved]


 


6.             [Reserved]


 


7.             Purchase By the Company at the Option of
the Holder upon a Fundamental Change.


 


(a)           At the option of the Holder and subject to the terms
and conditions of the Indenture, if a Fundamental Change occurs, each Holder of
Securities will have the right, at its option to require the Company to
repurchase for cash all of its Securities, or any portion of the principal
amount thereof that is equal to $1,000 or an integral multiple of $1,000, at a
Fundamental Change Repurchase Price equal to 100% of the principal amount of
Securities to be repurchased plus accrued and unpaid interest, if any, on the
Fundamental Change Repurchase Date.  To
exercise the repurchase right, the Holder must deliver on or before the close
of business on the Scheduled Trading Day immediately preceding the Fundamental
Change Repurchase Date, written notice to the Trustee of such Holder’s exercise
of its repurchase right, together with the Securities with respect to which the
right is being exercised.  The Company is
required to repurchase the Securities on the date that is no fewer than 15 and
no more than 45 days after the date on which the Company notifies Holders of
the Securities of the transaction or transactions that constitute the
Fundamental Change.


 


A-5

















 


(b)           Holders have the right to withdraw any Fundamental
Change Repurchase Notice delivered pursuant to Paragraph 

7(a) above by delivering to the Paying Agent a written notice of withdrawal in
accordance with the provisions of the Indenture at any time prior to 5:00 p.m.
(New York City time) on the last day prior to the Fundamental Change Repurchase
Date.  If cash sufficient to pay the
Fundamental Change Repurchase Price of all Securities or portions thereof to be
repurchased as of the Fundamental Change Repurchase Date is deposited with the
Paying Agent on the Fundamental Change Repurchase Date, interest will cease to
accrue on such Securities (or portions thereof) immediately after such
Fundamental Change Repurchase Date, and the Holder thereof shall have no other
rights as such other than the right to receive the Fundamental Change
Repurchase Price upon surrender of such Security.


 


8.             Conversion.


 


(a)           The initial Conversion Rate is 50.0808 shares of
Common Stock per $1,000 principal amount, subject to adjustment in certain
events described in the Indenture.  Upon
conversion, a Holder will receive, in respect of each $1,000 principal amount
of Securities, cash in an amount equal to the sum of the Principal Portions (as
defined in the Indenture) for each Trading Day during the relevant Applicable
Conversion Reference Period (as defined in the Indenture).  In addition, subject to certain limitations
set forth in the Indenture, if the Daily Conversion Value (as defined in the
Indenture) exceeds the Principal Portion of the converted Securities on any
Trading Day during the relevant Applicable Conversion Reference Period, the
Company will also deliver shares of Common Stock in an amount equal to (i) the
excess of the Daily Conversion Value over the Principal Portion on that Trading
Day divided by (ii) the Daily VWAP (as defined in the Indenture) of Common
Stock on that Trading Day.   A Holder
that surrenders Securities for conversion will receive cash in lieu of any
fractional share of Common Stock based on the Daily VWAP of the Common Stock of
the Company on the Trading Day immediately prior to the Conversion Date.


 


(b)           Holders may surrender Securities, in integral
multiples of $1,000 principal amount, for conversion into cash and shares of
Common Stock, if any, until the second Scheduled Trading Day immediately
preceding the Maturity Date (1) during any fiscal quarter ending after September 30,
2009 (and only during such fiscal quarter), if the Closing Sale Price of Common
Stock for at least 20 Trading Days in the 30 Trading Day period ending on the
last Trading Day of the immediately preceding fiscal quarter is more than 130%
of the Conversion Price per share of Common Stock on the last Trading Day of
such preceding fiscal quarter or (2) at any time after February 1,
2014 until the close of business on the second Scheduled Trading Day
immediately preceding the Maturity Date. 
The “Conversion Price” per share of Common Stock as of any day will
equal the result obtained by dividing $1,000 by the then applicable Conversion
Rate.


 


(c)           If the Company elects to either (i) distribute to
all or substantially all Holders of Common Stock certain rights entitling them
to purchase, for a period expiring within 60 days, shares of Common Stock at
less than the current market price at the time, or (ii) distribute to all
or substantially all Holders of Common Stock the Company’s assets, debt
securities or certain rights to purchase the Company’s securities, which
distribution has a per share value exceeding 12.5% of the Closing Sale Price of
a share of Common Stock on the day prior to the declaration date for such
distribution, the Company must give notice to the Holders at least 30 Scheduled
Trading Days prior to the Ex-Dividend Date for such distribution.  Once such notice has been given, the
Securities may be surrendered for conversion at any time until the earlier of
the close 


 


A-6

















 


of business on the Business Day prior to the
Ex-Dividend Date or until the Company announces that such distribution will not
take place.  No adjustment to the ability
of a Holder to convert will be made if the Holder will otherwise participate in
the distribution without conversion.


 


(d)           If the Company is party to any transaction or event
that constitutes a Make Whole Adjustment Event, a Holder may surrender
Securities for conversion at any time during the period beginning with, and
including, the Make Whole Adjustment Event Effective Date to, and including,
the second Scheduled Trading Day immediately preceding the related repurchase
date (or, if there is no related repurchase date, the 30th Scheduled Trading Day
immediately following the Make Whole Adjustment Event Effective Date).   The Company will notify Holders at least 25
Scheduled Trading Days prior to the anticipated Make Whole Adjustment Event
Effective Date.


 


(e)           If the Company is a party to a combination, merger,
binding share exchange or sale or conveyance of all or substantially all of its
property and assets (in each case pursuant to which the Common Stock would be
converted into cash, securities and/or other property) that does not also
constitute a Fundamental Change (including any event that would be a
Fundamental Change but for the existence of an exception specified in the
paragraph following the definition thereof in the Indenture), Holders shall
have the right to surrender Securities for conversion at any time during the
period beginning with, and including, the effective date of such transaction
to, and including, the second Scheduled Trading Day immediately preceding the
30th Scheduled Trading Day immediately following the effective date corresponding
to such transaction).  The Company will
notify Holders at least 25 Scheduled Trading Days prior to the anticipated
effective date of such transaction.


 


(f)            Holders may surrender Securities for conversion at any
time on or after February 1, 2014 until the close of business on the
second Scheduled Trading Day immediately preceding the Maturity Date.


 


(g)           To surrender a Security for conversion, a Holder must (1) complete
and manually sign the irrevocable conversion notice below (or complete and
manually sign a facsimile of such notice) and deliver such notice to the
Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish
appropriate endorsements and transfer documents and (4) pay any transfer
or similar tax, if required.


 


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


 


(i)            The Conversion Rate will be adjusted as provided in Article 10
of the Indenture.  The Company may (but
is not required to) increase the Conversion Rate for at least 20 Business Days,
so long as the increase is irrevocable during such period.  In addition, the Company may also (but is not
required to) increase the Conversion Rate to avoid or diminish any income tax
to 


 


A-7

















 


holders of Common Stock or rights to purchase Common
Stock in connection with any dividend or distribution of shares (or rights to
acquire shares) or similar event.


 


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


 


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


 


9.             Future Liens.


 


                Subject to the Company obtaining the necessary
regulatory approvals described in the Indenture, if at any time, pursuant to
the terms of any credit agreement or facility between the Company and its
lenders, as amended at such time (a “Credit Facility”), the Company is required
to grant a lien to the lenders under such Credit
Facility (or their representative) as a result of the Company’s non-credit
enhanced, senior unsecured long-term debt being rated below a level specified
in such Credit Facility, then the Company will grant to the Trustee, for the
pro rata benefit of all Holders, an equal and ratable lien on any of its assets
or the assets of its subsidiaries that are the subject of any such lien granted
to the lenders under the terms of such Credit Facility. If, thereafter, any
such lien is released pursuant to the terms of any such Credit Facility, then
the lien in favor of the Trustee will similarly be released; provided, that if any lien in favor of the
lenders is then subsequently reimposed under the terms of the Credit Facility,
the Company shall again grant an equal and ratable lien in favor of the
Trustee.  Any lien so granted shall be shared equally and
ratably with any other notes, bonds or debentures that may be issued by the
Company following the date of the Indenture, if the terms of such other notes,
bonds or debentures so provide; provided
that any such lien shall be automatically released upon the release of the lien
so granted.


 


10.           Mandatory Disposition Due to Gaming Laws.


 


Each holder, by accepting this Security, shall be deemed to have agreed
that if the Gaming Authority of any jurisdiction in which the Company or any
Subsidiary does business requires that a person who is a holder or the
beneficial owner of the Security be licensed, qualified or found suitable under
applicable Gaming Laws, such holder or beneficial owner, as the case may be,
shall apply for a license, qualification or a finding of suitability within the
required time period.  If such person
fails to apply or become licensed or qualified or is found unsuitable, the
Company shall have the right, at its option to:


 


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


 


A-8
















 


(2)                                  redeem this Security at a redemption
price (the “Gaming Law Redemption
Price”) per $1,000 principal amount of Securities equal to:


 


(A)                              the lesser of


 


(i)                                     such person’s cost, and


 


(ii)                                  $1,000, plus accrued and unpaid interest,
if any, to the earlier of the redemption date or the date of the finding of
unsuitability, which may be less than 30 days following the notice of
redemption if so required or prescribed by the applicable Gaming Authority; or


 


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


 


The Company shall notify the Trustee in writing of any such redemption
as soon as practicable, and in any event, no later than may be required by the
applicable Gaming Authority.  The Company
shall not be responsible for any costs or expenses any such holder may incur in
connection with its application for a license, qualification or a finding of
suitability.


 


11.                                 Denominations; Transfer; Exchange.


 


The Securities are in fully registered form, without coupons, in
denominations of $1,000 of principal amount and integral multiples of
$1,000.  A Holder may transfer or
exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not transfer or exchange
any Securities in respect of which a Fundamental Change Repurchase Notice has
been given and not withdrawn (except, in the case of a Security to be
repurchased in part, the portion of the Security not to be repurchased) or any
Securities for a period of 15 days before the mailing of a notice of redemption
of Securities to be redeemed.


 


12.                                 Persons Deemed Owners.


 


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


 


13.                                 Unclaimed Money or Securities.


 


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


 


14.                                 Trustee Dealings with the Company.


 


Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may 


 


A-9

















 


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


 


15.                                 Calculations in Respect of Securities.


 


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


 


16.                                 No Recourse Against Others.


 


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


 


17.                                 Authentication.


 


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


 


18.                                 Abbreviations.


 


Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).


 


19.                                 GOVERNING LAW.


 


THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


20.                                 Additional Interest; Extension Fee.


 


Holders of Securities shall be entitled to payments of Additional
Interest or Extension Fees to the extent set forth in the Indenture.


 


A-10

















 


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


 


International Game Technology

9295 Prototype Drive

Reno, Nevada  89521

Attention: Craig Billings,

Vice President of Investor Relations and Corporate Finance


 


A-11

















 


	
  ASSIGNMENT
  FORM

  
	
  To
  assign this Security, fill in the form below:

  
	
   

  
	
  I
  or we assign and transfer this Security

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
  and irrevocably appoint                                      agent to transfer this Security on the books
  of the Company.  The agent may
  substitute another to act for him.

  
	
   

  
	
   

  
	
  CONVERSION
  NOTICE

  
	
  To
  convert this Security into shares of Common Stock of the Company, check the
  box o

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

  
	
   

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

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

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

  



 


	
  Date:  

  	
   

  	
   

  	
  Your
  Signature:  

  	
   

  



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


 


	
  Signature
  Guaranteed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant
  in a Recognized Signature

  	
   

  
	
  Guarantee
  Medallion Program

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


A-12

















 


[Include for Global Security]


 


SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY

Initial Principal amount of Global Security: 
                  ($                  ).


 


	
  Date

  	
   

  	
  Amount of

  Increase in

  Principal Amount

  of Global Security

  	
   

  	
  Amount of

  Decrease in

  Principal Amount

  of Global Security

  	
   

  	
  Principal Amount

  of Global Security

  After Increase 

  or Decrease

  	
   

  	
  Notation by

  Registrar or

  Security

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-13

















 


EXHIBIT B


 


3.25% Convertible Notes due 2014



Transfer Certificate


 


In connection with any transfer of any of the Securities within the
period prior to the expiration of the holding period applicable to the sales
thereof under Rule 144(k) under the Securities Act of 1933, as amended (the “Securities
Act”) (or any successor provision), the undersigned registered owner of this
Security hereby certifies with respect to $                         principal amount of the above-captioned
Securities presented or surrendered on the date hereof (the “Surrendered
Securities”) for registration of transfer, or for exchange or conversion where
the securities issuable upon such exchange or conversion are to be registered
in a name other than that of the undersigned registered owner (each such
transaction being a “transfer”), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Securities for the
reason checked below:


 


o  A
transfer of the Surrendered Securities is made to the Company or any of its
subsidiaries; or


 


o 
The transfer of the Surrendered Securities complies with Rule 144A under
the Securities Act; or


 


o The transfer of the Surrendered
Securities is pursuant to an effective registration statement under the
Securities Act, or


 


o 
The transfer of the Surrendered Securities is pursuant to another
available exemption from the registration requirement of the Securities Act.


 


Unless the box below is checked, the undersigned confirms that, to the
undersigned’s knowledge, such Securities are not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”).


 


o 
The transferee is an Affiliate of the Company.


 


	
  DATE: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s)

  



 


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(If the registered owner is a corporation, partnership or fiduciary,
the title of the Person signing on behalf of such registered owner must be
stated.)


 


	
  Signature
  Guaranteed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant
  in a Recognized Signature

  	
   

  
	
   

  	
   

  
	
  Guarantee
  Medallion Program

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


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EXHIBIT C


 


Restricted Stock Legend


 


“THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1)
THAT IT WILL NOT WITHIN THE LATER OF (X) ONE YEAR AFTER THE DATE OF ORIGINAL
ISSUANCE OF THE SECURITIES (INCLUDING THROUGH THE EXERCISE BY THE INITIAL
PURCHASERS OF THEIR OPTION TO PURCHASE ADDITIONAL SECURITIES) UPON THE
CONVERSION OF WHICH THIS SECURITY WAS ISSUED OR (Y) 90 DAYS AFTER IT CEASES TO
BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE ISSUER, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITY EVIDENCED
HEREBY, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE
WITH RULE 144A ; OR (D) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) AGREES THAT IT WILL,
PRIOR TO ANY TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE (D) WITHIN THE LATER
OF (X) ONE YEAR AFTER THE DATE OF ORIGINAL ISSUANCE OF THE SECURITIES
(INCLUDING THROUGH THE EXERCISE BY THE INITIAL PURCHASERS OF THEIR  OPTION TO PURCHASE ADDITIONAL SECURITIES)
UPON THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED AND (Y) 90 DAYS AFTER IT
CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES
ACT) OF THE ISSUER, FURNISH TO THE TRANSFER AGENT AND THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO SUCH OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ANY
EVENT, NO AFFILIATE OF THE ISSUER MAY PURCHASE OR SELL THIS SECURITY. THE
RESTRICTIONS SET FORTH IN THIS LEGEND SHALL CEASE TO HAVE EFFECT ONE YEAR AFTER
THE DATE OF ORIGINAL ISSUANCE OF SECURITIES (INCLUDING THROUGH THE EXERCISE BY
THE INITIAL PURCHASERS OF THEIR OPTION TO PURCHASE ADDITIONAL SECURITIES) UPON
THE CONVERSION OF WHICH THIS SECURITY WAS ISSUED PROVIDED THAT ALL HOLDERS
AFTER SUCH DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER SECURITIES IN
CONFORMITY WITH THE REQUIREMENTS OF APPLICABLE SECURITIES LAWS.”


 


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