Exhibit 4.14


STATION CASINOS, INC.






 


SENIOR NOTES






INDENTURE


DATED AS OF AUGUST 1, 2006






LAW
DEBENTURE TRUST COMPANY OF NEW YORK,


TRUSTEE


 

















 


CROSS-REFERENCE
TABLE*


	
  Trust Indenture

  Act Section

  	
   

  	
   

  	
   

  	
  Indenture Section

  	
   

  
	
  310(a)(1)

  	
   

  	
   

  	
   

  	
  7.10

  	
   

  
	
        (a)(2)

  	
   

  	
   

  	
   

  	
  7.10

  	
   

  
	
        (a)(3)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
        (a)(4)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
        (b)

  	
   

  	
   

  	
   

  	
  7.08; 7.10; 10.02

  	
   

  
	
        (c)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  311(a)

  	
   

  	
   

  	
   

  	
  7.11

  	
   

  
	
        (b)

  	
   

  	
   

  	
   

  	
  7.11

  	
   

  
	
        (c)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  312(a)

  	
   

  	
   

  	
   

  	
  2.05

  	
   

  
	
        (b)

  	
   

  	
   

  	
   

  	
  10.03

  	
   

  
	
        (c)

  	
   

  	
   

  	
   

  	
  10.03

  	
   

  
	
  313(a)

  	
   

  	
   

  	
   

  	
  7.06

  	
   

  
	
        (b)(1)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
        (b)(2)

  	
   

  	
   

  	
   

  	
  7.06

  	
   

  
	
        (c)

  	
   

  	
   

  	
   

  	
  7.06; 10.02

  	
   

  
	
        (d)

  	
   

  	
   

  	
   

  	
  7.06

  	
   

  
	
  314(a)

  	
   

  	
   

  	
   

  	
  4.02; 10.02

  	
   

  
	
        (b)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
        (c)(1)

  	
   

  	
   

  	
   

  	
  10.04

  	
   

  
	
        (c)(2)

  	
   

  	
   

  	
   

  	
  10.04

  	
   

  
	
        (c)(3)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
        (d)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
        (e)

  	
   

  	
   

  	
   

  	
  10.05

  	
   

  
	
        (f)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
  315(a)

  	
   

  	
   

  	
   

  	
  7.01(b)

  	
   

  
	
        (b)

  	
   

  	
   

  	
   

  	
  7.05; 10.02

  	
   

  
	
        (c)

  	
   

  	
   

  	
   

  	
  7.01(a)

  	
   

  
	
        (d)

  	
   

  	
   

  	
   

  	
  7.01(c)

  	
   

  
	
        (e)

  	
   

  	
   

  	
   

  	
  6.11

  	
   

  
	
  316(a) (last sentence)

  	
   

  	
   

  	
   

  	
  2.09

  	
   

  
	
        (a)(1)(A)

  	
   

  	
   

  	
   

  	
  6.05

  	
   

  
	
        (a)(1)(B)

  	
   

  	
   

  	
   

  	
  6.04

  	
   

  
	
        (a)(2)

  	
   

  	
   

  	
   

  	
  N.A.

  	
   

  
	
        (b)

  	
   

  	
   

  	
   

  	
  6.04; 6.07

  	
   

  
	
  317(a)(1)

  	
   

  	
   

  	
   

  	
  6.08

  	
   

  
	
        (a)(2)

  	
   

  	
   

  	
   

  	
  6.09

  	
   

  







*              This Cross-Reference Table is not part of the
Indenture.


Attention should also be directed to Section 318(c) of the Trust
Indenture Act of 1939, as amended, which provides that the provisions of
Section 310 through 317 of such Act are a part of and govern every qualified
indenture, whether or not physically contained therein.


 

















 


	
       (b)

  	
   

  	
   

  	
   

  	
  2.04

  	
   

  
	
   318(a)

  	
   

  	
   

  	
   

  	
  10.01

  	
   

  



 


N.A. means not applicable.


 

















TABLE OF
CONTENTS


	
   

  	
   

  	
  Page

  
	
  ARTICLE 1. DEFINITIONS AND INCORPORATION BY
  REFERENCE

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
  Section 1.02.

  	
  Other Definitions

  	
  5

  
	
  Section 1.03.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  5

  
	
  Section 1.04.

  	
  Rules of Construction

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. THE NOTES

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Amount Unlimited; Issuable in Series

  	
  6

  
	
  Section 2.02.

  	
  Form; Dating, Execution and Authentication

  	
  8

  
	
  Section 2.03.

  	
  Registrar; Paying Agent; Depository; Note Custodian

  	
  10

  
	
  Section 2.04.

  	
  Paying Agent to Hold Money in Trust

  	
  10

  
	
  Section 2.05.

  	
  Noteholder Lists

  	
  10

  
	
  Section 2.06.

  	
  Transfer and Exchange

  	
  11

  
	
  Section 2.07.

  	
  Replacement Notes

  	
  14

  
	
  Section 2.08.

  	
  Outstanding Notes

  	
  14

  
	
  Section 2.09.

  	
  Treasury Notes

  	
  15

  
	
  Section 2.10.

  	
  Temporary Notes

  	
  15

  
	
  Section 2.11.

  	
  Cancellation

  	
  15

  
	
  Section 2.12.

  	
  Defaulted Interest

  	
  15

  
	
  Section 2.13.

  	
  CUSIP Numbers

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3. REDEMPTION

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Notices to Trustee

  	
  16

  
	
  Section 3.02.

  	
  Selection of Notes to Be Redeemed

  	
  16

  
	
  Section 3.03.

  	
  Notice of Redemption

  	
  17

  
	
  Section 3.04.

  	
  Effect of Notice of Redemption

  	
  17

  
	
  Section 3.05.

  	
  Deposit of Redemption Price

  	
  18

  
	
  Section 3.06.

  	
  Notes Redeemed in Part

  	
  18

  
	
  Section 3.07.

  	
  Mandatory Disposition Pursuant to Gaming Laws

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4. COVENANTS

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Notes

  	
  18

  
	
  Section 4.02.

  	
  SEC Reports, Financial Reports

  	
  19

  
	
  Section 4.03.

  	
  Compliance Certificate

  	
  19

  
	
  Section 4.04.

  	
  Stay, Extension and Usury Laws

  	
  20

  
	
  Section 4.05.

  	
  [Intentionally Omitted]

  	
  20

  
	
  Section 4.06.

  	
  [Intentionally Omitted]

  	
  20

  
	
  Section 4.07.

  	
  Corporate Existence

  	
  20

  
	
  Section 4.08.

  	
  Taxes

  	
  20

  
	
  Section 4.09.

  	
  Investment Company Act

  	
  20

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
  Section 4.10.

  	
  [Intentionally Omitted]

  	
  21

  
	
  Section 4.11.

  	
  [Intentionally Omitted]

  	
  21

  
	
  Section 4.12.

  	
  [Intentionally Omitted]

  	
  21

  
	
  Section 4.13.

  	
  [Intentionally Omitted]

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5. SUCCESSORS

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  When Company May Merge, etc

  	
  21

  
	
  Section 5.02.

  	
  Successor Corporation Substituted

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6. DEFAULTS AND REMEDIES

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  22

  
	
  Section 6.02.

  	
  Acceleration

  	
  23

  
	
  Section 6.03.

  	
  Other Remedies

  	
  24

  
	
  Section 6.04.

  	
  Waiver of Past Defaults

  	
  24

  
	
  Section 6.05.

  	
  Control by Majority

  	
  24

  
	
  Section 6.06.

  	
  Limitation on Suits

  	
  24

  
	
  Section 6.07.

  	
  Rights of Holders to Receive Payment

  	
  25

  
	
  Section 6.08.

  	
  Collection Suit by Trustee

  	
  25

  
	
  Section 6.09.

  	
  Trustee May File Proofs of Claim

  	
  25

  
	
  Section 6.10.

  	
  Priorities

  	
  25

  
	
  Section 6.11.

  	
  Undertaking for Costs

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7. TRUSTEE

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties of Trustee

  	
  26

  
	
  Section 7.02.

  	
  Rights of Trustee

  	
  27

  
	
  Section 7.03.

  	
  Individual Rights of Trustee

  	
  28

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer

  	
  28

  
	
  Section 7.05.

  	
  Notice of Defaults

  	
  28

  
	
  Section 7.06.

  	
  Reports by Trustee to Holders

  	
  28

  
	
  Section 7.07.

  	
  Compensation and Indemnity

  	
  29

  
	
  Section 7.08.

  	
  Replacement of Trustee

  	
  29

  
	
  Section 7.09.

  	
  Successor Trustee by Merger, etc

  	
  30

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
  30

  
	
  Section 7.11.

  	
  Preferential Collection of Claims Against Company

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8. DISCHARGE OF INDENTURE

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Termination of Company’s Obligations

  	
  31

  
	
  Section 8.02.

  	
  Application of Trust Money

  	
  32

  
	
  Section 8.03.

  	
  Repayment to Company

  	
  32

  
	
  Section 8.04.

  	
  Reinstatement

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9. AMENDMENTS, SUPPLEMENTS AND WAIVERS

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Without Consent of Holders

  	
  32

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
  Section 9.02.

  	
  With Consent of Holders

  	
  34

  
	
  Section 9.03.

  	
  Compliance with Trust Indenture Act

  	
  35

  
	
  Section 9.04.

  	
  Revocation and Effect of Consents

  	
  35

  
	
  Section 9.05.

  	
  Notation on or Exchange of Notes

  	
  35

  
	
  Section 9.06.

  	
  Trustee Protected

  	
  36

  
	
  Section 9.07.

  	
  Reference in Notes to Supplemental Indentures

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10. MISCELLANEOUS

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Trust Indenture Act Controls

  	
  36

  
	
  Section 10.02.

  	
  Notices

  	
  36

  
	
  Section 10.03.

  	
  Communication by Holders with Other Holders

  	
  37

  
	
  Section 10.04.

  	
  Certificate and Opinion as to Conditions Precedent

  	
  37

  
	
  Section 10.05.

  	
  Statements Required in Certificate or Opinion

  	
  37

  
	
  Section 10.06.

  	
  Rules by Trustee and Agents

  	
  37

  
	
  Section 10.07.

  	
  Legal Holidays

  	
  38

  
	
  Section 10.08.

  	
  No Recourse Against Others

  	
  38

  
	
  Section 10.09.

  	
  Counterparts

  	
  38

  
	
  Section 10.10.

  	
  Variable Provisions

  	
  38

  
	
  Section 10.11.

  	
  Governing Law

  	
  39

  
	
  Section 10.12.

  	
  No Adverse Interpretation of Other Agreements

  	
  39

  
	
  Section 10.13.

  	
  Successors

  	
  39

  
	
  Section 10.14.

  	
  Severability

  	
  39

  
	
  Section 10.15.

  	
  [Intentionally omitted]

  	
  39

  
	
  Section 10.16.

  	
  Table of Contents, Headings, etc

  	
  39

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Global Note

  	
   

  
				



 


iii






 













INDENTURE dated as of August 1, 2006 between STATION
CASINOS, INC., a Nevada corporation (the “Company”), and LAW DEBENTURE TRUST
COMPANY OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).


Each party agrees as follows for the benefit of the
other parties and for the equal and ratable benefit of the Holders of the Notes
(as defined below).


A.            The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured indebtedness,
including senior indebtedness, or other evidences of indebtedness
(collectively, the “Notes”) unlimited as to principal amount to bear such rates
of interest, to mature at such time or times, to be issued in one or more
series and to have such other provisions as shall be fixed as in this Indenture
provided.


B.            All
things necessary to make this Indenture a valid and legally binding agreement
of the Company, in accordance with its terms, have been done.


ARTICLE 1.

DEFINITIONS AND INCORPORATION 

BY REFERENCE


Section 1.01.          Definitions.


“Affiliate”
of any specified person means any other person (i) which directly or indirectly
through one or more intermediaries controls, or is controlled by, or is under
common control with, such specified person, (ii) which directly or indirectly
through one or more intermediaries beneficially owns or holds 10% or more of
any class of the Voting Stock of such specified person (or a 10% or greater
equity interest in such person which is not a corporation) or (iii) of which
10% or more of any class of the Voting Stock (or, in the case of a person which
is not a corporation, 10% or more of the equity interest) is beneficially owned
or held directly or indirectly through one or more intermediaries by such
person.  The term “control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise.


“Agent” means
any Registrar, Paying Agent or co-registrar.


“Applicable Procedures”
means, with respect to any transfer or exchange of beneficial interests in a
Global Note, the rules and procedures of the Depository that are applicable to
such transfer or exchange.


“Board of Directors”
or “Board” means the Board of
Directors of the Company.


“Business Day”
means any day other than a Legal Holiday.


“Capital Lease
Obligations” of a person means any obligation that is required to be
classified and accounted for as a capital lease on the face of a balance sheet
of such person prepared in accordance with GAAP; the amount of such obligation
shall be the capitalized amount thereof, determined in accordance with GAAP;
the stated maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty; and such
obligation shall be deemed secured by a Lien on any property or assets to which
such lease relates.


“Capital Stock”
means, with respect to any person, any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents (including
partnerships or partnership interests), or ownership interests (however
designated) of such person, including 


 


1

















 


each class of common stock and preferred stock of such
person, but excluding convertible Indebtedness.


“Certificated Note”
means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, in the form of Exhibit A hereto
except that such Note shall not bear the Global Note Legend and shall not have
the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


“Company” means
the person named as such above until a successor replaces it in accordance with
Article 5 and thereafter means the successor.


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


“Depository”
means, with respect to the Notes issuable or issued in whole or in part in
global form, the person specified in Section 2.03 hereof as the Depository with
respect to the Notes, until a successor shall have been appointed and become
such Depository pursuant to the applicable provision of this Indenture, and,
thereafter, “Depository” shall mean or include such successor.


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


“GAAP” means
generally accepted accounting principles as in effect in the United States of
America on the date of this Indenture.


“Gaming Authority”
means the Nevada Gaming Commission, the Nevada Gaming Control Board or any
agency of any state, county, city or other political subdivision which has, or
may at any time after the date of the Indenture have, jurisdiction over all or
any portion of the gaming activities of the Company or any of its Subsidiaries
or any successor to such authority.


“Gaming Control Act”
means the Nevada Gaming Control Act, as from time to time amended, or any
successor provision of law, and the regulations promulgated thereunder.


“Gaming License”
of any person means every license, franchise or other authorization on the date
of the Indenture or thereafter required to own, lease, operate or otherwise
conduct the gaming operations of such person, including, without limitation,
all such licenses granted under the Gaming Control Act, as from time to time
amended, or any successor provision at law, the regulations of Gaming
Authorities and other applicable laws.


“Global Notes”
means, individually and collectively, each of the Global Notes in the form of Exhibit A in accordance with Section 2.01,
2.06(b), 2.06(d) or 2.06(f) hereof.


“Governmental Authority”
means any agency, authority, board, bureau, commission, department, office or
instrumentality of any nature whatsoever of any city or other political
subdivision or otherwise and whether now or hereafter in existence, or any
officer or official thereof.


 


2

















 


“Holder” or “Noteholder” means a person in whose name a
Note is registered on the register maintained by the Registrar.


“Indebtedness”
of any person means, without duplication, (i) the principal of and premium (if
any) in respect of (A) indebtedness of such person for money borrowed and (B)
indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such person is responsible or liable; (ii) all Capital
Lease Obligations of such person; (iii) all obligations of such person issued
or assumed as the deferred purchase price of property, assets or services, all
conditional sale obligations and all obligations under any title retention
agreement (but excluding operating leases and trade accounts payable arising in
the ordinary course of business); (iv) all obligations of such person for the
reimbursement of any obligor on any letter of credit, banker’s acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such person of a demand for reimbursement following
payment on the letter of credit); (v) all obligations of the type referred to
in clauses (i) through (iv) of other persons and all dividends of other persons
for the payment of which, in either case, such person is responsible or liable
as obligor, guarantor or otherwise; and (vi) all obligations of the type
referred to in clauses (i) through (v) of other persons secured by any Lien on
any property or asset of such person (whether or not such obligation is assumed
by such person), the amount of such obligation being deemed to be the lesser of
the value of such property or asset or the amount of the obligation so secured.


“Indenture”
means this Indenture as amended or supplemented from time to time.


“Indirect
Participant” means a person who holds a beneficial interest in a
Global Note through a Participant.


“Interest Payment Date”
means the dates on which the Company shall pay interest on the Notes to
Noteholders, as described in the Notes.


“Investment Grade”
designates a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s
or the equivalent of such ratings by S&P or Moody’s.  In the event that the Company shall select
any other Rating Agency, the equivalent of such ratings by such Rating Agency
shall be used.


“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset (including any
agreement to give any security interest). 
For all purposes under this Indenture, a person shall be deemed to own
subject to a Lien any asset that it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capital
Lease Obligation or other title retention agreement (other than operating
leases) relating to such asset.


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


“Non-U.S. person”
means a person who is not a U.S. person.


 


3

















 


“Note Custodian”
means the person specified in Section 2.03, as custodian with respect to the
Global Notes, or any successor entity thereto.


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


“Officers’ Certificate”
means a certificate signed by any two Officers, one of whom must be the
Chairman of the Board, the President, the Treasurer or a Vice President of the
Company.


“Opinion of Counsel”
means a written opinion from legal counsel who is reasonably acceptable to the
Trustee.  Unless otherwise required by
the Trustee, the counsel may be an employee of or counsel to the Company or the
Trustee.


“Participant”
means, with respect to DTC, a person who has an account with the Depository.


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


“principal” of
any Indebtedness means the principal amount thereof plus the premium, if any,
thereon.


“Rating Agencies”
means (i) S&P and (ii) Moody’s or (iii) if S&P or Moody’s or both shall
not make a rating of the Notes publicly available, a nationally recognized
securities rating agency or agencies, as the case may be, selected by the
Company, which shall be substituted for S&P or Moody’s or both, as the case
may be.


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


“SEC” means the
Securities and Exchange Commission.


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


“S&P” means
Standard & Poor’s Corporation and its successors.


“subsidiary” of
a person means any corporation, association, partnership, limited liability
company or other business entity of which 50% or more of the Voting Stock is at
the time of determination owned or controlled, directly or indirectly, by such
person or by one or more of the other subsidiaries of that person (or a
combination thereof); provided
that with respect to any such corporation, association, partnership, limited
liability company or other business entity of which no more than 50% of the
total Voting Stock is so owned or controlled, 


 


4

















 


then such corporation, association, partnership,
limited liability company or other business entity shall not be deemed to be a
subsidiary of such person unless such person has the power to direct the
policies or management of such corporation, association, partnership, limited
liability company or other business entity.


“Subsidiary”
means any subsidiary of the Company.


“TIA” means the
Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the
date on which this Indenture is first qualified under the TIA, except as
provided in Section 9.03.


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


“Trust Officer”
means the Chairman of the Board, the President or any other officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.


“U.S. person”
shall have the meaning assigned to such term in Regulation S.


“Voting Stock”
means any class of Capital Stock of any person then outstanding normally
entitled (without regard to the occurrence of any contingency) to vote in the
elections of directors, managers, managing partners or trustees.


Section 1.02.          Other
Definitions.


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  	
   

  
	
  “Custodian”

  	
   

  	
  6.01

  	
   

  
	
  “DTC”

  	
   

  	
  2.03

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Legal Holiday”

  	
   

  	
  10.07

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  



 


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:


“indenture
securities” means the Notes;


“indenture security holder”
means a Holder of a Note;


“indenture to be qualified”
means this Indenture;


 


5

















 


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


“obligor” on the
Notes means the Company and any other obligor upon the Notes.


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule under the TIA and not otherwise defined herein have the meanings
assigned to them therein.


Section 1.04.          Rules
of Construction.


Unless the context otherwise requires:


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


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


(3)           “or” is not exclusive;


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


(5)           provisions apply to successive events
and transactions.


ARTICLE 2.

THE NOTES


Section 2.01.          Amount
Unlimited; Issuable in Series.


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


The Notes may be issued in one or more series. There
shall be established in or pursuant to a Board resolution and, subject to
Section 2.02, set forth, or determined in the manner provided, in an Officers’
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Notes of any series:


(a)           the title of the Notes of the series,
including CUSIP number(s) (which shall distinguish the Notes of the series from
Notes of any other series);


(b)           any limit upon the aggregate
principal amount of the Notes of the series which may be authenticated and
delivered under this Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Notes of the series pursuant to Section 2.06, 2.07, 2.10 or 9.07 and except for
any Notes which, pursuant to Section 2.02, are deemed never to have been
authenticated and delivered hereunder);


 


6

















 


(c)           the Person to whom any interest on a
Note of the series shall be payable, if other than the Person in whose name
that Note (or one or more predecessor Notes) is registered at the close of
business on the record date for such interest;


(d)           the date or dates on which the
principal of any Notes of the series is payable;


(e)           the rate or rates at which any Notes
of the series shall bear interest, if any, the date or dates from which any
such interest shall accrue, the interest payment dates on which any such
interest shall be payable and the record date for any such interest payable on
any interest payment date;


(f)            the place or places where the
principal of and any premium and interest on any Notes of the series shall be
payable;


(g)           the period or periods within which,
the price or prices at which and the terms and conditions upon which any Notes
of the series may be redeemed, in whole or in part, at the option of the
Company and, if other than by a Board resolution, the manner in which any
election by the Company to redeem the Notes shall be evidenced;


(h)           if the amount of principal of or any
premium or interest on any Notes of the series may be determined with reference
to a financial or economic measure or pursuant to a formula, the manner in
which such amounts shall be determined;


(i)            if other than the entire principal
amount thereof, the portion of the principal amount of any Notes of the series
which shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.02;


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


(k)           if applicable, that any Notes of the
series shall be issuable in whole or in part in the form of one or more global
securities and, in such case, the respective depositaries for such global
securities, the form of any legend or legends which shall be borne by any such
global security in addition to or in lieu of that set forth in Section 2.06(f)
and any circumstances in addition to or in lieu of those set forth in Section
2.06 in which any such global security may be exchanged in whole or in part for
notes registered, and any transfer of such global security in whole or in part
may be registered, in the name or names of Persons other than the Depository
for such global security or a nominee thereof;


(l)            any addition to or change in the
Events of Default which apply to any Notes of the series and any change in the
right of the Trustee or the requisite Holders of such Notes to declare the
principal amount thereof due and payable pursuant to Section 6.02;


 


7

















 


(m)          any addition to, deletion from or
change in the covenants set forth in Article Four which apply to Notes of the
series; and


(n)           any other terms of the series (which
terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 9.01(10)).


All Notes of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board resolution referred to above and (subject to Section
2.02) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental
hereto.  All Notes of any one series need
not be issued at one time and, unless otherwise provided in or pursuant to the
Board resolution referred to above and (subject to Section 2.02) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto with respect to a series of
Notes, additional Notes of a series may be issued, at the option of the
Company, without the consent of any Holder, at any time and from time to time.


If any of the terms of the series are established by
action taken pursuant to a Board resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth the terms of the series.  If all of the Notes of any series established
by action taken pursuant to a Board resolution are not to be issued at one
time, it shall not be necessary to deliver a record of such action at the time
of issuance of each Note of such series, but an appropriate record of such
action shall be delivered at or before the time of issuance of the first Note
of such series.


Section 2.02.          Form;
Dating, Execution and Authentication.


(a)           General.  The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A hereto, or in
such other form as shall be established by or pursuant to a Board resolution or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depository therefor or as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution thereof.  If the form of Notes of any series is
established by action taken pursuant to a Board resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Authentication Order contemplated by Section 2.02(d) for
the authentication and delivery of such Notes. 
If all of the Notes of any series established by action taken pursuant
to a Board resolution are not to be issued at one time, it shall not be
necessary to deliver a record of such action at the time of issuance of each
Note of such series, but an appropriate record of such action shall be delivered
at or before the time of issuance of the first Note of such series.


 


8

















 


The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. 
Each Note shall be dated the date of its authentication.  The Notes shall be in denominations of $1,000
and integral multiples thereof.


The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
such Note shall govern and be controlling.


(b)           Global Notes.  Subject to Section 2.02(a), Notes issued in
global form shall be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon and the “Schedule of Exchanges of Interests
in the Global Note” attached thereto). 
Subject to Section 2.02(a), Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the Global
Note Legend thereon and without the “Schedule of Exchanges of Interests in the
Global Note” attached thereto).  Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions.  Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.


(c)           Execution.  Two Officers shall sign the Notes for the
Company by manual or facsimile signature. 
Such signatures may be in counterparts, all of which taken together
shall constitute one and the same instrument.


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


A Note shall not be valid until authenticated by the
manual signature of the Trustee.  The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.


(d)           Authentication.  The Trustee will, upon receipt of a written
order of the Company signed by an Officer (an “Authentication Order”),
authenticate and deliver Notes for an original issue in an aggregate principal
amount specified in the written order of the Company pursuant to this Section
2.02.  Such Authentication Order shall
specify the amount of the Notes to be authenticated and the date on which the
original issue of the Notes is to be authenticated.  The aggregate principal amount of Notes
outstanding at any time may not exceed the aggregate principal amount of Notes
authorized for issuance by the Company, pursuant to one or more Authentication
Orders, except as provided in Section 2.07 hereof.


The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate
Notes whenever the Trustee may 


 


9

















 


do so.  Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.


Section 2.03.          Registrar;
Paying Agent; Depository; Note Custodian.


The Company shall maintain an office or agency where
Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes are to be presented for payment (“Paying
Agent”).  The Registrar shall keep a
register of the Notes and of their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional Paying Agents.  The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Company may change any Paying
Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company may act
as Paying Agent or Registrar.


The Company initially appoints The Depository Trust
Company (“DTC”) to act as Depository with respect to the Global Notes.


The Company initially appoints the Trustee to act as
the Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes.


Section 2.04.          Paying
Agent to Hold Money in Trust.


The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold in trust for
the benefit of Noteholders or the Trustee all money held by the Paying Agent
for the payment of principal interest, or premium, if any, on the Notes
(whether such money has been paid to it by the Company or any other obligor on
the Notes), and will notify the Trustee of any default by the Company (or any
other obligor on the Notes) in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a subsidiary) shall have no further liability
for the money.  If the Company or a
subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Noteholders all money held by it as Paying
Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee or its agent
shall serve as Paying Agent for the Notes.


Section 2.05.          Noteholder
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 Noteholders.  If the Trustee
is not the Registrar, the Company and any other obligor shall furnish to the
Trustee at least seven Business Days before each interest payment date and at
such other times as the Trustee may request in writing, but in any event at
least semi-annually, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Noteholders.


 


10

















Section 2.06.          Transfer
and Exchange.


(a)           Transfer and Exchange of Global
Notes.  A Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository,
by a nominee of the Depository to the Depository or to another nominee of the
Depository, or by the Depository or any such nominee to a successor Depository
or a nominee of such successor Depository. 
All Global Notes will be exchanged by the Company for Certificated Notes
if (i) the Company delivers to the Trustee notice from the Depository that it
is unwilling or unable to continue to act as Depository or that it is no longer
a clearing agency registered under the Exchange Act and, in either case, a
successor Depository is not appointed by the Company within 90 days after the
date of such notice from the Depository or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should
be exchanged for Certificated Notes and delivers a written notice to such
effect to the Trustee or (iii) there shall have occurred and be continuing an
Event of Default with respect to the Notes and the Trustee has received a
request from the Depository to issue Certificated Notes.  Upon the occurrence of either of the
preceding events in (i), (ii) or (iii) above, Certificated Notes shall be
issued in such names as the Depository and Participants shall instruct the
Trustee.  Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.11 hereof.  Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.11 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b) or (c) hereof.


(b)           Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange of
beneficial interests in the Global Notes shall be effected through the
Depository, in accordance with the provisions of this Indenture and the
Applicable Procedures. Transfers of beneficial interests in the Global Notes
also shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:


(i)            Transfer of Beneficial Interests
in the Same Global Note.  Beneficial
interests in any Global Note may be transferred to persons who take delivery
thereof in the form of a beneficial interest in a Global Note.  No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.06(b)(i).


(ii)           All Other Transfers and Exchanges
of Beneficial Interests in Global Notes. 
In connection with all transfers and exchanges of beneficial interests
that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial
interest must deliver to the Registrar either (A) (1) a written order from a
Participant or an Indirect Participant given to the Depository in accordance
with the Applicable Procedures directing the Depository to credit or cause to
be credited a beneficial interest in another Global Note in an amount equal to
the beneficial interest to be transferred or exchanged and (2) instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase or (B) (1)
a written order from a Participant or an Indirect Participant given to the
Depository in accordance 


 


11

















 


with the Applicable
Procedures directing the Depository to cause to be issued a Certificated Note
in an amount equal to the beneficial interest to be transferred or exchanged
and (2) instructions given by the Depository to the Registrar containing
information regarding the person in whose name such Certificated Note shall be
registered to effect the transfer or exchange referred to in (1) above.  Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes or otherwise applicable under the Securities Act,
the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(g) hereof.


(c)           Transfer or Exchange of Beneficial
Interests in Global Notes for Certificated Notes.  If any holder of a beneficial interest in an
Global Note proposes to exchange such beneficial interest for a Certificated
Note or to transfer such beneficial interest to a person who takes delivery
thereof in the form of a Certificated Note, then, upon satisfaction of the
conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the person designated in the
instructions a Certificated Note in the appropriate principal amount.  Any Certificated Note issued in exchange for
a beneficial interest pursuant to this Section 2.06(c)(i) shall be registered
in such name or names and in such authorized denomination or denominations as
the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depository and the Participant or Indirect
Participant.  The Trustee shall deliver
such Certificated Notes to the persons in whose names such Notes are so
registered.


(d)           Transfer and Exchange of Certificated
Notes for Beneficial Interests in Global Notes.  A Holder of a Certificated Note may exchange
such Note for a beneficial interest in a Global Note or transfer such
Certificated Notes to a person who takes delivery thereof in the form of a
beneficial interest in an Global Note at any time.  Upon receipt of a request for such an
exchange or transfer, the Trustee shall cancel the applicable Certificated Note
and increase or cause to be increased the aggregate principal amount of one of
the Global Notes.


(e)           Transfer and Exchange of Certificated
Notes for Certificated Notes.  Upon
request by a Holder of Certificated Notes and such Holder’s compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer
or exchange of Certificated Notes.  Prior
to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Registrar the Certificated Notes duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by its attorney, duly authorized in
writing.  In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).  A Holder of Certificated Notes
may transfer such Notes to a person who takes delivery thereof in the form of
an Certificated Note.  Upon receipt of a
request to register such a transfer, the Registrar shall register the
Certificated Notes pursuant to the instructions from the Holder thereof.


(f)            Global Note Legend.  Each Global Note issued under this Indenture
shall bear a legend on its face in substantially the following form:


 


12

















 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.”


(g)           Cancellation and/or Adjustment of
Global Notes.  At such time as all
beneficial interests in a particular Global Note have been exchanged for
Certificated Notes or a particular Global Note has been redeemed, repurchased
or cancelled in whole and not in part, each such Global Note shall be returned
to or retained and cancelled by the Trustee in accordance with Section 2.11
hereof.  At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Certificated Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depository at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a
person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note shall be increased accordingly and
an endorsement shall be made on such Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase.


(h)           General
Provisions Relating to Transfers and Exchanges.


(i)            To permit registrations of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate
Global Notes and Certificated Notes upon the Company’s order or at the
Registrar’s request.


(ii)           No service charge shall be made to a
holder of a beneficial interest in a Global Note or to a Holder of a
Certificated Note for any registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange or transfer
pursuant to Sections 2.10, 3.06 and 9.05 hereof).


(iii)          The Registrar shall not be required to
register the transfer of or exchange any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.


(iv)          All Global Notes and Certificated
Notes issued upon any registration of transfer or exchange of Global Notes or
Certificated Notes shall be the valid and legally binding obligations of the
Company, evidencing the same debt, and entitled to the same 


 


13

















 


benefits under this
Indenture, as the Global Notes or Certificated Notes surrendered upon such
registration of transfer or exchange.


(v)           Neither the Registrar nor the Company
shall be required (A) to issue, to register the transfer of or to exchange any
Notes during a period beginning at the opening of business 15 days before
mailing of notice of redemption and ending at the close of business on the day
of such mailing, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (C) to register the transfer of or to
exchange a Note between a record date and the next succeeding Interest Payment
Date.


(vi)          Prior to due presentment for the
registration of a transfer of any Note, the Trustee, any Agent and the Company
may deem and treat the person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal,
premium, if any, of and interest on such Notes and for all other purposes, and
none of the Trustee, any Agent or the Company shall be affected by notice to
the contrary.


(vii)         The Trustee shall authenticate Global
Notes and Certificated Notes in accordance with the provisions of Section 2.02
hereof.


(viii)        All certifications, certificates and
Opinions of Counsel required to be submitted to the Registrar pursuant to this
Section 2.06 to effect a registration of transfer or exchange may be submitted
by facsimile, provided original copies are promptly sent to the Registrar.


Section 2.07.          Replacement
Notes.


If the Holder of a Note claims that the Note has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Note if the Trustee’s requirements are
met.  If required by the Trustee or the
Company, an indemnity bond must be provided which is sufficient in the judgment
of both to protect the Company, the Trustee, any Agent or any authenticating
agent from any loss which any of them may suffer if a Note is replaced.  The Company may charge for its expenses in
replacing a Note.


Every replacement Note is an additional obligation of
the Company and shall be entitled to all the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.


Section 2.08.          Outstanding
Notes.


The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation and those described in this Section as not outstanding.


If a Note is replaced pursuant to Section 2.07, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.


 


14

















 


If Notes are considered paid under Section 4.01, they
cease to be outstanding and interest on them ceases to accrue.


Subject to Section 2.09, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.


Section 2.09.          Treasury
Notes.


In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company or any other obligor or an Affiliate of the Company
or any other obligor shall be considered as though they are not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes which
the Trustee knows are so owned shall be so disregarded.  Notwithstanding the foregoing, Notes that are
to be acquired by the Company or an Affiliate of the Company pursuant to an
exchange offer, tender offer or other agreement shall not be deemed to be owned
by the Company or an Affiliate of the Company until legal title to such Notes
passes to the Company or Affiliate, as the case may be.


Section 2.10.          Temporary
Notes.


Until definitive Notes are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Notes.  Temporary Notes shall be substantially in the
form of definitive Notes but may have variations that the Company considers
appropriate for temporary Notes.  Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes without charge to
the Noteholders.


Holders of temporary Notes shall be entitled to all of
the benefits of this Indenture.


Section 2.11.          Cancellation.


The Company at any time may deliver Notes to the
Trustee for cancellation.  The Registrar
and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. 
The Trustee shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
cancelled Notes as the Company directs. 
Subject to Section 2.07 hereof, the Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.  All cancelled Notes held
by the Trustee shall be destroyed and certification of their destruction
delivered to the Company, unless by a written order, signed by two Officers of
the Company, the Company shall direct that cancelled Notes be returned to it.


Section 2.12.          Defaulted
Interest.


If the Company fails to make a payment of interest on
the Notes, it shall pay such defaulted interest plus any interest payable on
the defaulted interest, if any, in any lawful manner.  It may pay such defaulted interest, plus any
such interest payable on it, to the persons who are Noteholders on a subsequent
special record date.  The Company shall
fix any such 


 


15

















 


record date and payment date.  At least 15 days before any such record date,
the Company shall mail to Noteholders a notice that states the record date,
payment date and amount of such interest to be paid.


Section 2.13.          CUSIP
Numbers.


The Company in issuing the Notes may use  “CUSIP” numbers and if so the Trustee shall
use the CUSIP numbers in notices of redemption or exchange as a convenience to
Holders, provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP numbers printed in the notice or on the Notes and that
reliance may be placed only on the other identification numbers printed on the
Notes.  The Company shall promptly notify
the Trustee of any change in the CUSIP numbers.


ARTICLE 3.

REDEMPTION


Section 3.01.          Notices
to Trustee.


If the Company elects to redeem the Notes pursuant to
the optional redemption provisions of paragraph 5 of the Notes, it shall notify
the Trustee in writing of the redemption date and the principal amount of the
Notes to be redeemed.


The Company shall give each notice provided for in
this Section at least 60 days before the redemption date (unless a shorter
notice period shall be satisfactory to the Trustee, but in no event less than
30 days); provided, however, that the Trustee shall have no
liability to any Holder if it deems such shorter notice period satisfactory to
it.


Section 3.02.          Selection
of Notes to Be Redeemed.


Except as provided below, if less than all of the
Notes are to be redeemed, the Trustee shall select the Notes or portions
thereof to be redeemed on a pro rata basis or by lot among the Holders of the
Notes in accordance with a method the Trustee considers fair and appropriate
(in such manner as complies with applicable legal and stock exchange
requirements, if any).


The amount of Notes shall be calculated as the
aggregate principal amount of Notes originally issued hereunder less the
aggregate principal amount of any Notes previously redeemed.  The Trustee shall make the selection not more
than 60 days and not less than 30 days before the redemption date from
outstanding Notes not previously called for redemption.


The Trustee shall promptly notify the Company of the
Notes or portions of Notes to be called for redemption.  The Trustee may select for redemption
portions of the principal of Notes that have denominations larger than $1,000.  Notes and portions of them it selects shall
be in amounts of $1,000 or integral multiples of $1,000.  Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.


 


16

















 


Section 3.03.          Notice
of Redemption.


At least 30 days but not more than 60 days before a
redemption date, the Company shall mail by first class mail, postage prepaid a
notice of redemption to each Holder whose Notes are to be redeemed at its
address of record.


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


(1)           the redemption date;


(2)           the redemption price;


(3)           if any Note is being redeemed in
part, the portion of the principal amount of such Note to be redeemed and that,
after the redemption date, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion will be issued;


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


(5)           that Notes called for redemption must
be surrendered to the Paying Agent to collect the redemption price plus accrued
interest;


(6)           that, unless the Company defaults in
making the redemption payment, interest on Notes called for redemption ceases
to accrue on and after the redemption date, and that if a Note is redeemed on
or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the person
in whose name such Note was registered at the close of business on such record
date; and


(7)           the paragraph of the Notes pursuant to
which the Notes called for redemption are being redeemed.


At the Company’s written request, the Trustee shall
give the notice of redemption in the Company’s name and at its expense.


Section 3.04.          Effect
of Notice of Redemption.


Once notice of redemption is mailed, Notes called for
redemption become due and payable on the redemption date at the price set forth
in the Note.  Unless the Company defaults
in making the redemption payment, on and after the redemption date, interest
ceases to accrue on the Notes or the portions of Notes called for
redemption.  If a Note is redeemed on or
after an interest record date but on or prior to the related interest payment
date, then any accrued and unpaid interest shall be paid to the person in whose
name such Note was registered at the close of business on such record
date.  If any Note called for redemption
shall not be so paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the redemption date at
the rate borne by the Note.


 


17

















 


Section 3.05.          Deposit
of Redemption Price.


No later than 10:00 a.m. Eastern Time on the
redemption date, the Company shall deposit with the Trustee or with the Paying
Agent immediately available funds sufficient to pay the redemption price of and
accrued interest on all Notes to be redeemed on that date.  The Trustee or the Paying Agent shall
promptly return to the Company any money not required for that purpose.


Section 3.06.          Notes
Redeemed in Part.


Upon surrender of a Note that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.


Section 3.07.          Mandatory
Disposition Pursuant to Gaming Laws.


Notwithstanding any other provision of this Article 3,
if a record or beneficial owner of a Note is required by any Gaming Authority
to be found suitable, such owner shall apply for a finding of suitability
within 30 days after request of such Gaming Authority.  The applicant for a finding of suitability
must pay all costs of the investigation for such finding of suitability.  If a record or beneficial owner is required
to be found suitable and is not found suitable by such Gaming Authority, (i)
such owner shall, upon request of the Company, dispose of such owner’s Notes
within 30 days or within that time prescribed by such Gaming Authority,
whichever is earlier, or (ii) the Company may, at its option, redeem such owner’s
Notes at the lesser of (x) the principal amount thereof or (y) the price at
which the Notes were acquired by such owner, together with, in either case,
accrued and unpaid interest and premium, if any, thereon to the date of the
finding of unsuitability by such Gaming Authority.


ARTICLE 4.

COVENANTS


Section 4.01.          Payment
of Notes.


The Company shall pay the principal of and interest on
the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest
shall be considered paid on the date due if the Paying Agent (other than the
Company or any Subsidiary or Affiliate of the Company) holds by 10:00 a.m. New
York time on that date money in immediately available funds designated for and
sufficient to pay all principal, premium, if any, and interest then due.


To the extent lawful, the Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on (i) overdue principal at the rate borne by the Notes compounded
semiannually; and (ii) overdue installments of interest and, premium, if any,
(without regard to any applicable grace period) at the same rate, compounded
semiannually.


 


18

















 


Section 4.02.          SEC
Reports, Financial Reports.


The Company shall file with the Trustee and shall
provide Holders within 15 days after it files them with the SEC copies of the
quarterly and annual reports 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 files with the SEC pursuant
to Sections 13(a) and 13(c) or 15(d) of the Exchange Act.  The Company will continue to file with the
SEC and the Trustee, and to provide to Holders, on the same timely basis such
reports, information and other documents as the Company would be required to
file with the SEC as if the Company were subject to the requirements of such
Sections 13(a) and 13(c) or 15(d) of the Exchange Act, notwithstanding that the
Company may no longer be subject to Section 13(a) and 13(c) or 15(d) of the
Exchange Act and that the Company would be entitled not to file such reports,
information and other documents with the SEC.


The Company also shall comply with the provisions of
TIA § 314(a).  The Company shall timely
comply with its reporting and filing obligations under applicable federal
securities law.


Section 4.03.          Compliance
Certificate.


(a)           The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company
(which currently is December 31), an Officers’ Certificate stating that a
review of the activities of the Company and its subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he may have knowledge) and that to the
best of his knowledge no event has occurred and remains in existence by reason
of which payments on account of the principal of or interest, if any, on the
Notes are prohibited, or if such event has occurred, a description of the
event.


(b)           So long as not contrary to the then
current recommendations of the American Institute of Certified Public
Accountants or to a written policy adopted by the Company’s independent public
accountants which has been previously applied (a copy of which shall be
delivered to the Trustee), the audited financial statements delivered pursuant
to Section 4.02 shall be accompanied by a written statement of the Company’s
independent public accountants (which shall be a firm of established national
reputation) that in making the examination necessary for certification of such
financial statements nothing has come to their attention which would lead them
to believe that the Company has violated any provisions of Article 4 or 5 of
this Indenture or, if any such violation has occurred, specifying the nature
and period of existence thereof, it being understood that such accountants
shall not be liable directly or indirectly to any person for any failure to
obtain knowledge of any such violation.


 


19

















 


(c)           The Company will, so long as any of
the Notes are outstanding, deliver to the Trustee, forthwith upon becoming
aware of (i) any Default or Event of Default in the performance of any
covenant, agreement or condition contained in this Indenture or (ii) any event
of default under any other mortgage, indenture or instrument governing other
Indebtedness of the Company aggregating in excess of $5,000,000, an Officers’
Certificate specifying such Default, Event of Default or default.


Section 4.04.          Stay,
Extension and Usury Laws.


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


Section 4.05.          [Intentionally
Omitted].


Section 4.06.          [Intentionally
Omitted].


Section 4.07.          Corporate
Existence.


Subject to Article 5 hereof, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other
existence of each Subsidiary, if any, in accordance with the respective
organizational documents of each Subsidiary and the rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any Subsidiary,
if the Board of Directors of the Company shall determine in good faith, which
determination shall be evidenced by a board resolution, that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and its Subsidiaries taken as a whole and that the loss thereof is not adverse
in any material respect to the Holders.


Section 4.08.          Taxes.


The Company shall, and shall cause each of its
subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings or where the failure to pay would not have a material adverse
effect on the Company and its Subsidiaries taken as a whole.


Section 4.09.          Investment
Company Act.


The Company shall not become an investment company
subject to registration under the Investment Company Act of 1940, as amended.


 













 


Section 4.10.          [Intentionally
Omitted].


 


Section 4.11.          [Intentionally
Omitted].


 


Section 4.12.          [Intentionally
Omitted].


 


Section 4.13.          [Intentionally
Omitted].


 


ARTICLE 5.

SUCCESSORS


 


Section 5.01.          When
Company May Merge, etc.


 


The Company shall
not consolidate with or merge with or into any other entity (other than with a
wholly-owned Restricted Subsidiary, provided the Company is the continuing
corporation) or sell, convey, assign, transfer, lease or otherwise dispose of
all or substantially all of its properties and assets (determined on a
consolidated basis for the Company and its Restricted Subsidiaries taken as a
whole) to any entity, unless:


 


(i)            either (a) the Company shall be the
continuing corporation or (b) the entity (if other than the Company) formed by
such consolidation or into which the Company is merged or the entity that
acquires, by sale, conveyance, assignment, transfer, lease or disposition, all
or substantially all of the properties and assets of the Company shall be a
corporation, partnership or trust organized and validly existing under the laws
of the United States or any state thereof or the District of Columbia, and
shall expressly assume by a supplemental indenture the due and punctual payment
of the principal of and premium, if any, and interest on all the Notes and the
performance and observance of every covenant of the Indenture on the part of
the Company to be performed or observed; or


 


(ii)           immediately thereafter, 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.


 


The Company shall
deliver to the Trustee prior to the consummation of the proposed transaction an
Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating
that the proposed transaction and such supplemental indenture comply with this
Indenture.


 


Section 5.02.          Successor
Corporation Substituted.


 


Upon any
consolidation or merger, or any sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company in accordance with
Section 5.01, the successor corporation formed by such consolidation or into or
with which the Company is merged or to which such sale, lease, conveyance or
other disposition 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 person had been named as the Company
herein.  When a successor corporation
assumes all of the obligations of the Company hereunder


 


21

















 


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


 


ARTICLE 6.

DEFAULTS AND REMEDIES


 


Section 6.01.          Events
of Default.


 


An “Event of Default” occurs if:


 


(a)           the Company defaults in the payment
of interest on any Note when the same becomes due and payable and such Default
continues for a period of 30 days after the date due and payable;


 


(b)           the Company defaults in the payment
of the principal of any Note when the same becomes due and payable at maturity,
upon optional redemption of the Notes by the Company, upon declaration or
otherwise;


 


(c)           the Company fails to observe, perform
or comply with Article 5;


 


(d)           the Company fails to observe, perform
or comply with any of its other agreements or covenants in, or provisions of,
the Notes or this Indenture and such failure to observe, perform or comply
continues for a period of 60 days after receipt by the Company of notice of
Default from the Trustee or the Holders of at least 25% in principal amount of
the Notes;


 


(e)           any other Event of Default (including
Events of Default replacing or supplementing the foregoing) provided for with
respect to the Notes of that series in the supplemental indenture.


 


(f)            the Company pursuant to or within
the meaning of any Bankruptcy Law:


 


(A)          commences a voluntary case,


 


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


 


(C)           consents to the appointment of a
Custodian of it or for all or substantially all of its property,


 


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


 


(E)           admits in writing its inability
generally to pay its debts as the same become due;


 


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


 


(A)          is for relief against the Company in
an involuntary case,


 


22

















 


(B)           appoints a Custodian of the Company
or for all or substantially all of the property of the Company, or


 


(C)           orders the liquidation of the
Company, and the order or decree remains unstayed and in effect for 60 days; or


 


(h)           any Gaming License of the Company is
revoked, terminated or suspended or otherwise ceases to be effective, resulting
in the cessation or suspension of operation for a period of more than 90 days
of the casino business of any casino-hotel owned, leased or operated directly
or indirectly by the Company (other than any voluntary relinquishment of a
Gaming License if such relinquishment is, in the reasonable, good faith
judgment of the Board of Directors of the Company, evidenced by a resolution of
such Board, both desirable in the conduct of the business of the Company and
not disadvantageous in any material respect to the Holders).


 


The term “Bankruptcy
Law” means title 11, U.S. Code or any similar federal or state law for the
relief of debtors.  The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.


 


In the case of any
Event of Default pursuant to the provisions of this Section 6.01 occurring by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding payment of the premium which the
Company would have had to pay if the Company then had elected to redeem the
Notes pursuant to paragraph 5 of the Notes, an equivalent premium (or, in the
event that the Company would not be permitted to redeem the Notes pursuant to
paragraph 5 of the Notes, the premium payable on the first date thereafter on
which such redemption would be permissible) shall also become and be
immediately due and payable to the extent permitted by law, anything in this
Indenture or in the Notes contained to the contrary notwithstanding.


 


Section 6.02.          Acceleration.


 


If an Event of
Default (other than an Event of Default specified in clause (f) or (g) of
Section 6.01) occurs and is continuing, the Trustee by notice to the Company,
or the Holders of at least 25% in principal amount of the then outstanding
Notes by notice to the Company and the Trustee, may declare the unpaid
principal of and all accrued and unpaid interest and premium, if any, on the
Notes to be immediately due and payable. 
Upon such declaration, the principal, interest and premium, if any,
shall be due and payable immediately.  If
an Event of Default specified in clause (f) or (g) of Section 6.01 occurs, such
an amount shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.  The
Holders of a majority in principal amount of the then outstanding Notes, by
notice to the Trustee, may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived, except non-payment of principal or
interest that has become due solely because of the acceleration.


 


23

















 


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 principal or interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.


 


The Trustee may
maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding.  A
delay or omission by the Trustee or any Noteholder 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.  All remedies are cumulative to the extent
permitted by law.


 


Section 6.04.          Waiver
of Past Defaults.


 


The Holders of a
majority in principal amount of the then outstanding Notes, by notice to the
Trustee, may waive an existing Default or Event of Default and its
consequences, except a continuing Default or Event of Default in the payment of
the principal of any Note.


 


Section 6.05.          Control
by Majority.


 


The Holders of a
majority in principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that is unduly prejudicial
to the rights of other Noteholders, or would involve the Trustee in personal
liability.


 


Section 6.06.          Limitation
on Suits.


 


A Noteholder may
pursue a remedy with respect to this Indenture or the Notes only if:


 


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


 


(b)           the Holders of at least 25% in
principal amount of the then outstanding Notes make a written request to the
Trustee to pursue the remedy;


 


(c)           such Holder or Holders offer to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;


 


(d)           the Trustee does not comply with the
request within 60 days after receipt of the request and the offer of indemnity;
and


 


(e)           during such 60-day period the Holders
of a majority in principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request.


 


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


 


24

















 


Section 6.07.          Rights
of Holders to Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and interest on the Note, on or
after the respective due dates expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.


 


Section 6.08.          Collection
Suit by Trustee.


 


If an Event of
Default specified in Section 6.01(a) or (b) occurs and is continuing, the
Trustee may recover judgment as permitted under applicable law in its own name
and as trustee of an express trust against the Company or any other obligor on
the Notes for the whole amount of principal, premium, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and interest
and such further amount as shall be sufficient to cover the costs and, to the
extent lawful, expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


Section 6.09.          Trustee
May File Proofs of Claim.


 


The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Noteholders
allowed in any judicial proceedings relative to the Company or any other
obligor or their respective creditors or property.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Noteholder in any
such proceeding.


 


Section 6.10.          Priorities.


 


If the Trustee
collects any money pursuant to this Article, it shall pay out the money in the
following order:


 


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


 


Second:                                                     to
Noteholders for amounts due and unpaid on the Notes for principal, premium, if
any, and interest ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium,
if any, and interest, respectively; and


 


Third:                                                                to
the Company or any other obligors on the Notes, as their interests may appear,
or as a court of competent jurisdiction may direct.


 


The Trustee may
fix a record date and payment date for any payment to Noteholders.


 


25

















 


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, 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 principal amount of the then outstanding Notes.


 


ARTICLE 7.

TRUSTEE


 


Section 7.01.          Duties
of Trustee.


 


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


 


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


 


(i)            The duties of the Trustee shall be
determined solely by the express provisions of this Indenture and the Trustee
need perform only those duties that are specifically set forth in this
Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee.


 


(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.  However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein).


 


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


 


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


 


(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.


 


(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.


 


26

















 


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


 


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


 


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


 


(g)           None of the provisions 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)           The Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or documents.


 


Section 7.02.          Rights
of Trustee.


 


(a)           The Trustee may rely on, and shall be
protected in acting or refraining from acting upon, any document (whether in
original, facsimile or electronic form) believed by it to be genuine and to
have been signed or presented by the proper person.  The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney.


 


(b)           Before the Trustee acts or refrains
from acting, it may require an Officers’ Certificate or an Opinion of Counsel,
or both.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel. 
The Trustee may consult with counsel of its own selection and the written
advice or opinion of such counsel or Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


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


 


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


 


(e)           Unless otherwise specifically
provided in this Indenture, any demand, request, direction or notice from the
Company shall be sufficient if signed by an Officer of the Company.


 


27

















 


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


 


(g)           The Trustee shall not be charged with
knowledge of any Default or Event of Default unless either (i) a Responsible
Officer of the Trustee shall have actual knowledge of such Default or Event of
Default or (ii) written notice of such Default or Event of Default shall have
been given to and received by a Responsible Officer of the Trustee by the
Company or any Holder.


 


Section 7.03.          Individual
Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or an Affiliate of the Company with the
same rights it would have if it were not Trustee.  Any Agent may do the same with like
rights.  However, the Trustee is subject
to Sections 7.10 and 7.11.


 


Section 7.04.          Trustee’s
Disclaimer.


 


The Trustee shall
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the
Company’s use of the proceeds from the Notes or any money paid to the Company
or upon the Company’s direction under any provision of this Indenture or the
Notes, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its authentication of the Notes.


 


Section 7.05.          Notice
of Defaults.


 


If a Default or
Event of Default occurs and is continuing and if it is actually known to the
Trustee, the Trustee shall mail to Note holders a notice of the Default or
Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of
Default in payment on any Note, the Trustee may withhold the notice if and so
long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Noteholders.


 


Section 7.06.          Reports
by Trustee to Holders.


 


Within 60 days
after the reporting date stated in Section 10.10, the Trustee shall mail to
Noteholders a brief report dated as of such reporting date that complies with
TIA § 313(a).  The Trustee also shall
comply with TIA § 313(b).  The Trustee
shall also transmit by mail all reports as required by TIA § 313(c).


 


Commencing at the
time this Indenture is qualified under the TIA, a copy of each report at the
time of its mailing to Noteholders shall be filed with the SEC and each stock


 


28

















 


exchange on which the Notes are listed of which the Company has
notified the Trustee in writing.  The
Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange.


 


Section 7.07.          Compensation
and Indemnity.


 


The Company shall
pay to the Trustee from time to time upon demand by the Trustee reasonable
compensation established by the Trustee for its services hereunder.  The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it.  Such expenses shall include the reasonable
compensation and out-of-pocket expenses of the Trustee’s agents and counsel.


 


The Company shall
indemnify the Trustee, its officers, directors, employees and agents against
any and all losses, liabilities, claims, damages or expenses (including
reasonable legal fees and expenses) incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any
claim (whether asserted by the Company or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.  The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.  The Company shall defend the claim and the
Trustee shall cooperate in the defense. 
The Trustee may have separate counsel, and the Company shall pay the
reasonable fees and expenses of such counsel. 
The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.


 


The Company need
not reimburse any expense or indemnify against any loss or liability incurred
by the Trustee through gross negligence or willful misconduct.


 


To secure the
Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay principal and interest on particular
Notes.  Such Lien shall survive the
resignation or removal of the Trustees and the satisfaction and discharge of
this Indenture.


 


When the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 6.01(f) or (g) occurs, the expenses and the compensation for the
services, including the fees and expenses of its agents and counsel, are
intended to constitute expenses of administration under any Bankruptcy Law.


 


Section 7.08.          Replacement
of Trustee.


 


A resignation or
removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section.


 


The Trustee may
resign by so notifying the Company.  The
Holders of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company.  The Company may remove the Trustee by notice
to the Trustee if:


 


29

















 


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


 


(2)           the Trustee is adjudged a bankrupt or
an insolvent or an order for relief is entered with respect to the Trustee
under any Bankruptcy Law;


 


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


 


(4)           the Trustee becomes otherwise
incapable of acting.


 


If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company and any other obligor shall promptly appoint a successor Trustee.  Within one year after the successor Trustee
takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.


 


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


 


If the Trustee
fails to comply with Section 7.10, any Noteholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of 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 Noteholders.  The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.07. 
Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company’s obligations under Section 7.07 hereof shall continue for
the benefit of the retiring trustee with respect to expenses and liabilities
incurred by it prior to such replacement.


 


Section 7.09.          Successor
Trustee by Merger, etc.


 


If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.


 


Section 7.10.          Eligibility;
Disqualification.


 


This Indenture
shall always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1).  The Trustee shall
always have a combined capital and surplus as stated in Section 10.10.  The Trustee is subject to TIA § 310(b),
including the optional provision permitted by the proviso in the second
sentence of TIA § 310(b).


 


30






 













 


Section 7.11.          Preferential Collection of Claims
Against Company.


The Trustee is subject to TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). 
A Trustee who has resigned or been removed shall be subject to TIA §
311(a) to the extent indicated therein.


ARTICLE 8.

DISCHARGE OF INDENTURE


Section 8.01.          Termination of Company’s
Obligations.


This Indenture shall cease to be of further effect
(except that the Company’s obligations under Sections 7.07 and 8.03, and
application of funds to the payment of Notes, shall survive) when all
outstanding Notes theretofore authenticated and issued have been delivered to
the Trustee for cancellation, and the Company has paid all sums payable
hereunder.  In addition, the Company may
terminate all of its obligations under this Indenture (except the Company’s
obligations under Sections 7.07 and 8.03) if:


(1)           the Company irrevocably deposits in
trust with the Trustee money or non-callable U.S. Government Obligations
maturing as to principal and interest in such amounts and at such times as are
sufficient, as certified by an Officers’ Certificate, to pay principal,
premium, if any, and interest on the Notes to maturity or redemption, as the
case may be, and to pay all other sums payable by it hereunder; and


(2)           the Company delivers to the Trustee
an Opinion of Counsel satisfactory to the Trustee that the Holders of the Notes
should not recognize income, gain or loss for federal income tax purposes as a
result of the Company’s exercise of its option under this Section 8.01 and will
be subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such option had not been
exercised.


However, the Company’s obligations in Sections 2.03,
2.04, 2.05, 2.06, 2.07, 4.01, 7.07, 8.03 and 8.04 shall survive until the Notes
are no longer outstanding.  Thereafter,
only the Company’s obligations in Sections 7.07 and 8.03 shall survive.


After a deposit made pursuant to this Section 8.01,
the Trustee upon request shall acknowledge in writing the discharge of the
Company’s obligations under this Indenture, except for those surviving
obligations specified above.


“U.S. Government Obligations” means direct obligations
of the United States of America, or obligations unconditionally guaranteed by
the United States of America, for the payment of which the full faith and
credit of the United States of America is pledged.  In order to have money available on a payment
date to pay principal of or interest on the Notes, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money.  U.S. Government Obligations shall not be
callable at the issuer’s option.


31

















 


Section 8.02.          Application of Trust Money.


The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to Section 8.01.  It shall apply the deposited money and the
money from U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal, premium, if any,
and interest on the Notes.


Section 8.03.          Repayment to Company.


The Trustee and the Paying Agent shall promptly pay to
the Company upon request any excess money or securities held by them at any
time.


The Trustee and the Paying Agent shall pay to the
Company upon request any money held by them for the payment of principal,
premium, if any, or interest on any Note that remains unclaimed for two years
after the date upon which such payment shall have become due; provided, however,
that the Company shall have first caused notice of such payment to the Company
to be mailed to each Noteholder entitled thereto no less than 30 days prior to
such payment.  After payment to the
Company, Noteholders entitled to the money must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.


Section 8.04.          Reinstatement.


If (i) the Trustee or Paying Agent is unable to apply
any money in accordance with Section 8.02 by reason of any order or judgment of
any court or governmental authority (other than any order of the Nevada Gaming
Commission restricting the payment of such money to any particular Holder)
enjoining, restraining or otherwise prohibiting such application and (ii) the
Holders of at least a majority in principal amount of the then outstanding
Notes so request by written notice to the Trustee, the Company’s obligations
under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
8.02; provided, however, that if the Company makes any
payment of principal, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the right
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


ARTICLE 9.

AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 9.01.          Without Consent of Holders.


The Company and the Trustee may amend or supplement
this Indenture or the Notes without the consent of any Noteholder:


(1)           to cure any ambiguity, defect or
inconsistency;


(2)           to comply with Section 5.01;


32

















 


(3)           to comply with any requirements of
the SEC in connection with the qualification or requalification of this
Indenture under the TIA;


(4)           to provide for uncertificated Notes
in addition to certificated Notes;


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


(6)           to make any change that would provide
any additional rights or benefits to the Holders of all or any series of the
Notes (and if such additional rights or benefits are to be for the benefit of
less than all series of Notes, stating that such additional rights or benefits
are expressly being included solely for the benefit of such series) or that
does not adversely affect the legal rights hereunder of any Holder;


(7)           to conform the text of this Indenture
or the Notes to any provision of the “Description of Notes” contained in any
Prospectus or Supplemental Prospectus relating to the initial offering of all or
any series of the Notes, to the extent that such provision in that “Description
of Notes” was intended to be a verbatim recitation of a provision of this
Indenture or such Notes;


(8)           to establish the form or terms of
Notes of any series as permitted by Sections 2.01 and 3.01;


(9)           to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Notes of one or more series and to add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 7.08; or


(10)         to add to, change or eliminate any of
the provisions of this Indenture in respect of one or more series of Notes,
provided that any such addition, change or elimination shall neither (A) apply
to any Note of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (B) modify the
rights of the Holder of any such Note with respect to such provision.


Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company in
the execution of any amended or supplemental indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be obligated to
enter into such amended or supplemental Indenture that affects its own rights,
duties or immunities under this Indenture or otherwise.


33

















 


Section 9.02.          With Consent of Holders.


Subject to Section 6.07, the Company and the Trustee
may amend or supplement this Indenture or the Notes with the written consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes.  Subject to Sections 6.04 and
6.07, the Holders of a majority in principal amount of the Notes then
outstanding may also waive compliance in a particular instance by the Company
with any provision of this Indenture or the Notes.


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental Indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company in
the execution of such amended or supplemental Indenture unless such amended or
supplemental Indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.


 


However, without the consent of each Noteholder
affected, an amendment, supplement or waiver under this Section may not:


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


(2)           reduce the rate of or change the time
for payment of interest or premium, if any, on any Note;


(3)           reduce the principal of or change the
fixed maturity of any Note or alter the redemption provisions with respect
thereto;


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


(5)           make any change in Section 6.04, 6.07
or 9.02 (this sentence only); or


(6)           waive a default in the payment of the
principal of, or premium, if any, or interest on, any Note.


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


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


34

















 


After an amendment, supplement or waiver under this
Section becomes effective, the Company shall mail to Noteholders a notice
briefly describing the amendment, supplement or waiver.


Section 9.03.          Compliance with Trust Indenture
Act.


Every amendment or supplement to this Indenture or the
Notes shall be set forth in a supplemental indenture that complies with the TIA
as then in effect.


Section 9.04.          Revocation and Effect of Consents.


Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder and every subsequent Holder of a Note or portion of a Note that
evidences the same Indebtedness as the consenting Holder’s Note, even if
notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder
may revoke the consent as to his Note or portion of a Note if the Trustee
receives notice of revocation before the date on which the Trustee receives an
Officers’ Certificate certifying that the Holders of the requisite principal
amount of Notes have consented to the amendment, supplement or waiver (or
before such later date as may be required by law or stock exchange rule).


The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver.  If
a record date is fixed, then notwithstanding the provisions of the immediately
preceding paragraph, those persons who were Holders at such record date (or
their duly designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be Holders after such
record date.  No consent shall be valid
or effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Notes required hereunder for such amendment,
supplement or waiver to be effective shall have also been given and not revoked
within such 90-day period.


After an amendment, supplement or waiver becomes
effective it shall bind every Noteholder, unless it is of the type described in
any of clauses (1) through (6) of Section 9.02. 
In such case, the amendment, supplement or waiver shall bind each Holder
of a Note who has consented to it and every subsequent Holder of a Note that
evidences the same Indebtedness as the consenting Holder’s Note.


Section 9.05.          Notation on or Exchange of Notes.


The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may
issue and the Trustee shall authenticate new Notes that reflect the amendment,
supplement or waiver.


35

















 


Section
9.06.          Trustee Protected.


The Trustee shall sign all amended or supplemental
indentures, except that the Trustee need not sign any amended or supplemental
indenture that adversely affects its rights. 
As a condition to executing or accepting any supplemental indenture, the
Trustee may request and rely on an Opinion of Counsel and an Officers’
Certificate stating that such amended or supplemental indenture is permitted
hereunder and all conditions precedent have been complied with, in the form set
forth in Sections 11.04 and 11.05.


Section 9.07.          Reference in Notes to Supplemental
Indentures.


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


ARTICLE 10.

MISCELLANEOUS


Section
10.01.          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 10.02.          Notices.


Any notice or communication by the Company or the
Trustee to the other is duly given if in writing and delivered in person or
mailed by overnight delivery service to the recipient’s address stated in
Section 10.10.  The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.


Any notice or communication to a Noteholder shall be
mailed by first-class mail to his address shown on the register kept by the
Registrar.  Failure to mail a notice or
communication to a Noteholder or any defect in it shall not affect its
sufficiency with respect to other Noteholders.


If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given when mailed,
whether or not the addressee receives it.


If the Company mails a notice or communication to
Noteholders, it shall mail a copy to the Trustee and each Agent at the same
time.


If any notice is mailed to the Company in the manner
provided above, a copy of such notice shall be mailed, in the manner provided
above, to Milbank, Tweed, Hadley & 


36

















 


McCloy LLP, 601 South Figueroa Street, Los Angeles,
California 90017, Attention:  Kenneth J.
Baronsky, Esq.


All other notices or communications shall be in
writing.


Section
10.03.          Communication by Holders
with Other Holders.


Noteholders may communicate pursuant to TIA § 312(b)
with other Noteholders with respect to their rights under this Indenture or the
Notes.  The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).


Section
10.04.          Certificate and Opinion
as to Conditions Precedent.


Upon any request or application by the Company or any
other obligor to the Trustee to take any action under this Indenture, the
Company or any other obligor, as the case may be, shall furnish to the Trustee:


(i)            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


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


Section
10.05.          Statements Required in
Certificate or Opinion.


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


(i)            a statement that the person making
such certificate or opinion has read such covenant or condition;


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


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


(iv)          a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.


Section 10.06.          Rules by Trustee and Agents.


The Trustee may make reasonable rules for action by or
a meeting of Noteholders.  The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.


37

















 


Section
10.07.          Legal Holidays.


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


Section 10.08.          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 Notes or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. 
Each Noteholder by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for the issue of the Notes.


Section 10.09.          Counterparts.


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


Section 10.10.          Variable Provisions.


The first certificate pursuant to Section 4.03 shall
be for the fiscal year ending on the first December 31 to occur after the date
of this Indenture.


The reporting date for Section 7.06 is June 1 of each
year.


The Trustee shall always have a combined capital and
surplus (including subordinated capital notes) of at least $50,000,000 as set
forth in its most recent published annual report of condition.


The Company’s address is:


STATION CASINOS, INC.


2411 West Sahara Avenue


Las Vegas, Nevada  89102


The Trustee’s address is:


LAW DEBENTURE TRUST COMPANY OF NEW YORK


767 3rd Avenue


New York, New York 10017


Attention:  Boris Treyger


38

















 


Section
10.11.          Governing Law.


THE INTERNAL LAWS OF THE STATE OF NEW
YORK SHALL GOVERN THIS INDENTURE AND THE NOTES, WITHOUT REGARD TO THE CONFLICTS
OF LAWS PROVISIONS THEREOF.


Section 10.12.          No Adverse Interpretation of Other
Agreements.


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


Section
10.13.          Successors.


All agreements of the Company in this Indenture and
the Notes shall bind its successors.  All
agreements of the Trustee in this Indenture shall bind its successor.


Section
10.14.          Severability.


In case any provision in this Indenture or in the
Notes 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 10.15.          [Intentionally omitted.]


Section 10.16.        Table of Contents, Headings, etc.


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


39

















 


SIGNATURES


	
  Dated: as of
  August 1, 2006

  	
   

  	
  STATION CASINOS,
  INC.

   

   

  
	
   

  	
   

  	
  By

  	
  /s/ Glenn C.
  Christenson

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Glenn C. Christenson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  Chief Financial Officer, Chief Administrative Officer and Treasurer

   

   

  
	
  Dated: as of August 1, 2006

  	
   

  	
  LAW DEBENTURE
  TRUST COMPANY OF NEW YORK

   

   

  
	
   

  	
   

  	
  By

  	
  /s/ Boris
  Treyger

  
	
   

  	
   

  	
   

  	
  Name: 

  	
  Boris Treyger

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  



 


 


40

















   % Senior Notes due     


CUSIP:
                


 


	
  No.

  	
   

  	
   

  	
  $

  	
   

  



 


Station Casinos, Inc., a Nevada corporation (the “Company”),
promises to pay to                  
or registered assigns, the principal sum of ____________________________
Dollars on                  .


Interest Payment Dates:                   
and                  ,
commencing                  


Record Dates:                   
and                  
(whether or not a Business Day)


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


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


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


	
   

  	
  STATION CASINOS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Attest:


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


Law Debenture Trust
Company of New York, as Trustee, certifies that this is one of the    %
Senior Notes due               
referred to in the within-mentioned Indenture.


	
  LAW DEBENTURE
  TRUST COMPANY OF NEW YORK

  	
   

  
	
  as Trustee

  	
   

  



 


	
  By:

  	
   

  	
   

  	
  Dated:

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  



 


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[REVERSE OF SECURITY]


STATION CASINOS, INC.


   % SENIOR NOTES DUE     


 


1.             Interest. 
STATION CASINOS, INC., a Nevada corporation (the “Company”), which term
includes any successor corporation under the Indenture referred to herein),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above.  The Company will pay
interest semi-annually on                   
and                   
of each year, commencing                   .  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance of the Notes. 
Interest will be computed on the basis of a 360-day year of twelve
30-day months.


2.             Method of Payment.  The Company will pay interest on the Notes
(except defaulted interest) to the persons who are registered Holders of the
Notes at the close of business on the record date for the next interest payment
date even though the Notes are cancelled after the record date and on or before
the interest payment date.  Holders must
surrender the Notes to a Paying Agent to collect principal payments.  The Company will pay principal, premium, if
any, and interest in money of the United States that at the time of payment is
legal tender for payment of public and private debts.  The Company, however, may pay principal,
premium, if any, and interest by check payable in such money, which shall be
mailed to a Holder’s registered address; provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest and premium on, all Global Notes and
all other Certificated Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent.


3.             Paying Agent and Registrar.                               
will initially act as Paying Agent and Registrar.  The Company may change any Paying Agent,
Registrar or co-registrar without prior notice to any Noteholder.  The Company or any of its Subsidiaries may
act in any such capacity.


4.             Indenture. 
The Company issued the Notes under an Indenture dated as of August 1 (the
“Indenture”) by and between the Company and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date
of the Indenture.  The Notes are subject
to, and qualified by, all such terms, certain of which are summarized herein,
and Noteholders are referred to the Indenture and such Act for a statement of
such terms.  The Notes are unsecured
general obligations of the Company.


5.             Optional Redemption.  The Company may redeem the Notes in whole or
in part, at redemption prices (expressed in percentages of principal amount)
set forth below, plus accrued and unpaid interest thereon, to the redemption
date, if redeemed during the 12-month period beginning                   
of the years indicated below.  The Notes
may not be so redeemed before                   .


 


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  Year

  	
   

  	
  Redemption Prices

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding the
foregoing, each Holder by accepting a Note agrees that if a record or
beneficial owner of a Note is required by any Gaming Authority to be found
suitable, such owner shall apply for a finding of suitability within 30 days
after request of such Gaming Authority. 
The applicant for a finding of suitability must pay all costs of the
investigation for such finding of suitability. 
If a record or beneficial owner is required to be found suitable and is
not found suitable by such Gaming Authority, (a) such owner shall, upon request
of the Company, dispose of such owner’s Notes within 30 days or within that
time prescribed by such Gaming Authority, whichever is earlier, or (b) the
Company may, at its option, redeem such owner’s Notes at the lesser of (i) the
principal amount thereof or (ii) the price at which the Notes were acquired by
such owner, together with, in either case, and accrued interest to the date of
the finding of unsuitability by such Gaming Authority, all as more fully
provided in the Indenture.


6.             Notice of Redemption.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder of
Notes to be redeemed at his registered address. 
Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000.  In
the event of a redemption of less than all of the Notes, the Notes will be
chosen for redemption by the Trustee in accordance with the Indenture.  On and after the redemption date, interest
ceases to accrue on Notes or portions of the Notes called for redemption.


If this Note is redeemed
subsequent to a record date with respect to any interest payment date specified
above and on or prior to such interest payment date, then any accrued interest
will be paid to the person in whose name this Note is registered at the close
of business on such record date.


7.             Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes shall be registered,
and Notes may only be exchanged, as provided in 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 exchange or register
the transfer of any Notes or portion of a Note selected for redemption.  Also, the Registrar need not exchange or
register the transfer of any Note for a period of 15 days before a selection of
Note to be redeemed.


 


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8.             Persons Deemed Owners.  The registered Holder of a Note may be
treated as its owner for all purposes, except as provided in paragraph 5
hereof.


9.             Amendments and Waivers.  Subject to certain exceptions, the Indenture
or the Notes may be amended with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes, and certain
existing defaults may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes. 
Without the consent of any Noteholder, the Indenture or the Notes may be
amended, among other things, to cure any ambiguity, defect or inconsistency, to
provide for assumption of the Company’s obligations to Noteholders in the case
of mergers and consolidations of the Company or to make any change that does
not adversely affect the rights of any Noteholder.


10.           Defaults and Remedies.  An Event of Default is:  default in payment of interest on the Notes
for a period of 30 days; default in payment of principal on the Notes; failure
by the Company for 60 days after notice to it to comply with any of its other
agreements in the Indenture or the Notes or, in the case of the failure to
comply with certain specified covenants or agreements, without such notice or
passage of time; certain final judgments which remain undischarged; certain
events of bankruptcy or insolvency; or a revocation, suspension, termination or
involuntary loss of a Gaming License which results in the cessation of
operation of the Company’s casino business for more than 90 consecutive
days.  If an Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount
of the then outstanding Notes may declare all the Notes to be due and payable
immediately, except that in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes become due
and payable immediately without further action or notice.  Noteholders may not enforce the Indenture or
the Notes except as provided in the Indenture. 
The Trustee may require indemnity satisfactory to it before it enforces
the Indenture or the Notes.  Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Noteholders notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interests.  The Company must furnish an
annual compliance certificate to the Trustee.


11.           Trustee Dealings with Company.  Law Debenture Trust Company of New York, the
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not Trustee.


12.           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 Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation.  Each Noteholder by accepting a Note waives
and releases all such liability.  The
waiver and release are part of the consideration for the issue of the Notes.


13.           Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.


 


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


Company will furnish to
any Noteholder upon written request and without charge a copy of the Indenture,
which has in it the text of this Note in larger type.  Request may be made to:


STATION CASINOS, INC.


2411 West Sahara Avenue


Las Vegas, Nevada  89102


Attn:  Chief Financial Officer


 


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SCHEDULE OF EXCHANGES OF INTERESTS

IN THE GLOBAL NOTE


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a
Certificated Note, or exchanges of a part of another Global Note or
Certificated Note for an interest in this Global Note, have been made:


 


	
  DATE OF EXCHANGE

  	
   

  	
  AMOUNT OF DECREASE IN PRINCIPAL AMOUNT OF THIS GLOBAL NOTE

  	
   

  	
  AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF THIS GLOBAL NOTE

  	
   

  	
  PRINCIPAL AMOUNT OF THIS GLOBAL NOTE FOLLOWING SUCH DECREASE (OR
  INCREASE)

  	
   

  	
  SIGNATURE OF AUTHORIZED SIGNATORY OF TRUSTEE OR NOTE CUSTODIAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


A-7

















 


ASSIGNMENT FORM


To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to


 


	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

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

  



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


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign
  exactly as your name appears on the face of this Note)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature Guarantee:

  	
   

  
						



 


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