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  Exhibit 4.2    
  


ARGOSY GAMING COMPANY

as ISSUER  




 SUBORDINATED INDENTURE  


 Dated as of
                                   




 [NAME OF TRUSTEE]

as TRUSTEE  











 
  
 

    TABLE OF CONTENTS    
  



	 
	 	 
	 	Page

	 	ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE
	Section 1.01.	 	Definitions	 	1
	Section 1.02.	 	Other Definitions	 	6
	Section 1.03.	 	Incorporation by Reference of Trust Indenture Act	 	6
	Section 1.04.	 	Rules of Construction	 	6
	 	
ARTICLE 2

THE NOTES
	Section 2.01.	 	Issuable In Series	 	7
	Section 2.02.	 	Execution and Authentication	 	7
	Section 2.03.	 	Registrar and Paying Agent	 	7
	Section 2.04.	 	Paying Agent to Hold Money in Trust	 	8
	Section 2.05.	 	Holder Lists	 	8
	Section 2.06.	 	Transfer and Exchange	 	8
	Section 2.07.	 	Replacement Notes	 	10
	Section 2.08.	 	Outstanding Notes	 	11
	Section 2.09.	 	Treasury Notes	 	11
	Section 2.10.	 	Temporary Notes	 	11
	Section 2.11.	 	Cancellation	 	11
	Section 2.12.	 	Defaulted Interest	 	11
	 	
ARTICLE 3

REDEMPTION AND PREPAYMENT
	Section 3.01.	 	Notices to Trustee	 	12
	Section 3.02.	 	Selection of Notes to Be Redeemed	 	12
	Section 3.03.	 	Notice of Redemption	 	12
	Section 3.04.	 	Effect of Notice of Redemption	 	13
	Section 3.05.	 	Deposit of Redemption Price	 	13
	Section 3.06.	 	Notes Redeemed in Part	 	13
	Section 3.07.	 	Gaming Redemption	 	13
	 	
ARTICLE 4

COVENANTS
	Section 4.01.	 	Payment of Notes	 	14
	Section 4.02.	 	Maintenance of Office or Agency	 	14
	Section 4.03.	 	Commission Reports and Reports to Holders	 	14
	Section 4.04.	 	Compliance Certificate	 	15
	Section 4.05.	 	Taxes	 	15
	Section 4.06.	 	Stay, Extension and Usury Laws	 	15
	Section 4.07.	 	Corporate Existence	 	16
	 	
ARTICLE 5

SUCCESSORS
	Section 5.01.	 	Merger, Consolidation, or Sale of Assets	 	16
	Section 5.02.	 	Successor Corporation Substituted	 	16



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ARTICLE 6

DEFAULTS AND REMEDIES
	Section 6.01.	 	Events of Default	 	17
	Section 6.02.	 	Acceleration	 	18
	Section 6.03.	 	Other Remedies	 	18
	Section 6.04.	 	Waiver of Past Defaults	 	18
	Section 6.05.	 	Control by Majority	 	19
	Section 6.06.	 	Limitation on Suits	 	19
	Section 6.07.	 	Rights of Holders of Notes to Receive Payment	 	19
	Section 6.08.	 	Collection Suit by Trustee	 	19
	Section 6.09.	 	Trustee May File Proofs of Claim	 	19
	Section 6.10.	 	Priorities	 	20
	Section 6.11.	 	Undertaking for Costs	 	20
	 	
ARTICLE 7

TRUSTEE
	Section 7.01.	 	Duties of Trustee	 	20
	Section 7.02.	 	Rights of Trustee	 	21
	Section 7.03.	 	Individual Rights of Trustee	 	22
	Section 7.04.	 	Trustee's Disclaimer	 	22
	Section 7.05.	 	Notice of Defaults	 	22
	Section 7.06.	 	Reports by Trustee to Holders of the Notes	 	22
	Section 7.07.	 	Compensation and Indemnity	 	23
	Section 7.08.	 	Replacement of Trustee	 	23
	Section 7.09.	 	Successor Trustee by Merger, etc.	 	24
	Section 7.10.	 	Eligibility; Disqualification	 	24
	Section 7.11.	 	Preferential Collection of Claims Against Company	 	24
	 	
ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	Section 8.01.	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	25
	Section 8.02.	 	Legal Defeasance and Discharge	 	25
	Section 8.03.	 	Covenant Defeasance	 	25
	Section 8.04.	 	Conditions to Legal or Covenant Defeasance	 	26
	Section 8.05.	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	27
	Section 8.06.	 	Repayment to Company	 	27
	Section 8.07.	 	Reinstatement	 	27
	 	
ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER
	Section 9.01.	 	Without Consent of Holders of Notes	 	28
	Section 9.02.	 	With Consent of Holders of Notes	 	28
	Section 9.03.	 	Compliance with Trust Indenture Act	 	29
	Section 9.04.	 	Revocation and Effect of Consents	 	29
	Section 9.05.	 	Notation on or Exchange of Notes	 	30
	Section 9.06.	 	Trustee to Sign Amendments, etc.	 	30



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ARTICLE 10

SUBORDINATION
	Section 10.01.	 	Agreement to Subordinate	 	30
	Section 10.02.	 	Liquidation; Dissolution; Bankruptcy	 	30
	Section 10.03.	 	Default on Designated Senior Indebtedness	 	31
	Section 10.04.	 	Acceleration of Notes	 	31
	Section 10.05.	 	When Distribution Must Be Paid Over	 	31
	Section 10.06.	 	Notice by Company	 	32
	Section 10.07.	 	Subrogation	 	32
	Section 10.08.	 	Relative Rights	 	32
	Section 10.09.	 	Subordination May Not Be Impaired by Company	 	33
	Section 10.10.	 	Distribution or Notice to Representative	 	33
	Section 10.11.	 	Rights of Trustee and Paying Agent	 	33
	Section 10.12.	 	Authorization to Effect Subordination	 	33
	Section 10.13.	 	Amendments	 	33
	 	
ARTICLE 11

SUBSIDIARY GUARANTEES
	Section 11.01.	 	Subsidiary Guarantee	 	34
	Section 11.02.	 	Subordination of Subsidiary Guarantee	 	35
	Section 11.03.	 	Limitation on Subsidiary Guarantor Liability	 	35
	 	
ARTICLE 12

MISCELLANEOUS
	Section 12.01.	 	Trust Indenture Act Controls	 	35
	Section 12.02.	 	Notices	 	35
	Section 12.03.	 	Communication by Holders of Notes with Other Holders of Notes	 	36
	Section 12.04.	 	Certificate and Opinion as to Conditions Precedent	 	36
	Section 12.05.	 	Statements Required in Certificate or Opinion	 	37
	Section 12.06.	 	Rules by Trustee and Agents	 	37
	Section 12.07.	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	37
	Section 12.08.	 	Governing Law	 	37
	Section 12.09.	 	No Adverse Interpretation of Other Agreements	 	37
	Section 12.10.	 	Successors	 	38
	Section 12.12.	 	Severability	 	38
	Section 12.12.	 	Counterpart Originals	 	38
	Section 12.13.	 	Table of Contents, Headings, etc.	 	38




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    SUBORDINATED
INDENTURE dated as of            among Argosy Gaming Company, a Delaware corporation (the "Company"), the Subsidiary Guarantors listed on the signature
page hereto and [Name of Trustee], as trustee (the "Trustee"). 


    The
Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the [Title of Subordinated Debt
Securities] (the "Notes"): 


 
 

ARTICLE 1
  DEFINITIONS AND INCORPORATION
  BY REFERENCE    
  


Section 1.01.  Definitions.  



    "Additional Notes" means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with
Section 2.02 and subject to compliance with Article 4 hereof, as part of the same series as the Initial Notes. 


    "Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or
indirect common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"),
as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such 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 or for beneficial interests in any Global Note, the rules
and procedures of the Depositary that apply to such transfer or exchange. 


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


    "Board of Directors" means the Board of Directors of the Company, or any authorized committee of the Board of Directors. 


    "Business Day" means any day other than a Legal Holiday. 


    "Closing Date" means the date on which the Notes are originally issued under the Indenture. 


    "Company" means Argosy Gaming Company, a Delaware corporation. 



    "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 11.02 hereof or such other
address as to which the Trustee may give notice to the Company. 


    "Credit Facility" means the Credit Agreement dated the date of the Indenture, among the Company, the Subsidiary Guarantors, and Wells
Fargo Bank, N.A., as administrative agent bank and the lenders referred to therein, together with any agreements, instruments and documents executed or delivered pursuant to or in connection with such
Credit Facility (including, without limitation, any Guarantees and security documents), in each case as such Credit Facility or such agreements, instruments or documents may be amended, supplemented,
extended, renewed, refinanced or otherwise modified from time to time. 


    "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement. 


    "Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 



    "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default. 





 


    "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Article 2 hereof. 


    "Depositary" 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 Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision
of this Indenture. 


    "Designated Senior Indebtedness" means (i) any Indebtedness outstanding under the Credit Facility (except that any Indebtedness
which represents a partial refinancing of Indebtedness theretofore outstanding pursuant to the Credit Facility, rather than a complete refinancing thereof, shall only constitute Designated Senior
Indebtedness if such partial refinancing meets the requirements of clause (ii) below) and (ii) any other Senior Indebtedness that, at the date of determination, has an aggregate
principal amount outstanding of at least $20 million and that had been specifically designated by the Company as "Designated Senior Indebtedness." 


    "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


    "Fair Market Value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a
resolution of the Board of Directors. 


    "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including,
without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations contained or
referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis. 



    "Gaming Authority" means any agency, authority, board, bureau, commission, department, office or instrumentality of the United States
or foreign government, any state province or any city or other political subdivision, or any officer of official thereof, including the Illinois Gaming Board, the Indiana Gaming Commission, the Iowa
Racing and Gaming Commission, the Louisiana Gaming Control Board, the Missouri Gaming Commission and any other agency with authority to regulate any gaming
operation (or proposed gaming operation) owned, managed or operated by the Company or any of its Subsidiaries. 



    "Gaming License" means every license, franchise or other authorization required to own, lease, operate or otherwise conduct the present
and future gaming activities of the Company and its Subsidiaries. 


    "Global Notes" means, individually and collectively, the Global Notes issued in accordance with Article 2 hereof. 


    "Global Note Legend" means the legend set forth in Section 2.06(f), which is required to be placed on all Global Notes
issued under this Indenture. 


    "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit. 


    "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any
other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person: (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness of such other 


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Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on
arm's-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered
into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);  provided that
the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning. 


    "Holder" means a Person in whose name a Note is registered. 


    "Incur" means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with
respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness, including an "Incurrence" of Acquired Indebtedness;  provided that
neither the accrual of interest nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness. 



    "Indebtedness" means, with respect to any Person at any date of determination (without duplication): (i) all indebtedness of
such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all obligations of such Person in respect of
letters of credit or other similar instruments (including reimbursement obligations with respect thereto, but excluding obligations with respect to letters of credit (including trade letters of
credit) securing obligations (other than obligations described in this definition) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn
upon or, if drawn upon, to the extent 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); (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing
such property in service or taking delivery and title thereto or the completion of such services, except trade payables; (v) all capitalized lease obligations; (vi) all Indebtedness of
other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of
such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness; (vii) all Indebtedness of
other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person; and (viii) to the extent not otherwise included in this definition, obligations under
Currency Agreements and Interest Rate Agreements. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above
and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided
(A) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the
original issue discount of such Indebtedness at such time as determined in conformity with GAAP, (B) that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order
to prefund the payment of the interest on such Indebtedness shall not be deemed to be "Indebtedness" so long as such money is held to secure the payment of such interest and (C) that
Indebtedness shall not include any liability for federal, state, local or other taxes. 


    "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. 



    "Initial Notes" means the initial $            aggregate principal amount of Notes issued under this Indenture on the date
hereof. 


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    "Interest Rate Agreement" means any interest rate protection agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement. 


    "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. 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 on such payment for the intervening period. 


    "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (inducing, without limitation, any
conditional sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest). 


    "Notes" has the meaning assigned to it in the preamble to this Indenture, and shall include the Initial Notes and the Additional Notes,
which shall be treated as a single class for all purposes under this Indenture. 


    "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness. 


    "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, the Secretary or any Vice-President of such Person. 


    "Officers' Certificate" means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. 



    "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of
Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 


    "Participant" means, with respect to the Depositary, a Person who has an account with the Depositary. 


    "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity,
subdivision or business). 


    "Representative" means the indenture trustee or other trustee, agent or representative for any Senior Indebtedness. 


    "Responsible Officer," when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the
Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers 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. 


    "Senior Indebtedness" means the following obligations of the Company or a Subsidiary Guarantor, whether outstanding on the Closing Date
or thereafter Incurred: (i) all Indebtedness and all other 


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monetary obligations (including, without limitation, expenses, fees, principal, interest reimbursement obligations under letters of credit and indemnities payable in connection therewith) of the
Company or a Subsidiary Guarantor under (or in respect of) the Credit Facility or any Interest Rate Agreement or Currency Agreement relating to the Indebtedness under the Credit Facility and
(ii) all other Indebtedness and all other monetary obligations of the Company or a Subsidiary Guarantor (other than the Notes), including principal and interest on such Indebtedness, unless
such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, is on a parity with, or subordinated in right of payment to, the Notes or
any Subsidiary Guarantee. 


    "Senior Subordinated Obligations" means any principal of, premium, if any, or interest on, or the redemption or the acquisition of, the
Notes payable pursuant to the terms of the Notes or the Subsidiary Guarantees or upon acceleration, including any amounts received upon the exercise of rights of rescission or other rights of action
(including claims for damages) or otherwise, to the extent relating
to the redemption or purchase price of the Notes and the Subsidiary Guarantees or amounts corresponding to such principal, premium, if any, or interest on the Notes. 



    "Significant Subsidiary" means, at any date of determination, any Subsidiary that, together with its Subsidiaries: (i) for the
most recent fiscal year of the Company, accounted for more than 10% of the consolidated revenues of the Company and its Subsidiaries or (ii) as of the end of such fiscal year, was the owner of
more than 10% of the consolidated assets of the Company and its Subsidiaries, all as set forth on the most recently available consolidated financial statements of the Company for such fiscal year. 


    "Stated Maturity" means (i) with respect to any debt security, the date specified in such debt security as the fixed date on
which the final installment of principal of such debt security is due and payable and (ii) with respect to any scheduled installment of principal of or interest on any debt security, the date
specified in such debt security as the fixed date on which such installment is due and payable. 


    "Subsidiary" means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the
voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person  



    "Subsidiary Guarantee" means any Guarantee by each Subsidiary Guarantor of the Company's payment obligations under this Indenture and
on the Notes, executed pursuant to the provisions of this Indenture. 


    "Subsidiary Guarantors" means any Subsidiary of the Company that guarantees the Company's obligations with respect to the Notes or this
Indenture. 


    "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on
which this Indenture is qualified under the TIA. 


    "Trustee" means the party named as such above until a successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder. 


    "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof
at any time prior to the Stated Maturity of the Notes, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U. S. Government Obligation
held by such custodian for the account of the holder of a depository receipt; provided that (except as 


5





 


required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.
S. Government Obligation or the specific payment of interest on or principal of the U.S. Governmental Obligation evidenced by such depository receipt. 


    "U.S. Person" means a U.S. person as defined in Rule 902(o) under the Securities Act. 


Section 1.02.  Other
Definitions.  



	Term
 
	 	Defined in

Section

	"Authentication Order"	 	2.02
	"Covenant Defeasance"	 	8.03
	"Event of Default"	 	6.01
	"Legal Defeasance"	 	8.02
	"Paying Agent"	 	2.03
	"Payment Blockage Notice"	 	10.03
	"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; 


    "indenture trustee" or "institutional trustee" means the Trustee; and 


    "obligor" on the Notes and the Subsidiary Guarantees means the Company and the Subsidiary Guarantors, respectively, and any successor
obligor upon the Notes and the Subsidiary Guarantees, respectively. 


    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 have the meanings so
assigned to them. 


Section 1.04.  Rules of
Construction.  


    Unless
the context otherwise requires: 


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


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


    (c) "or"
is not exclusive; 


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


    (e) provisions
apply to successive events and transactions; and 


    (f)  references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time. 


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ARTICLE 2
  THE NOTES    
  


Section 2.01.  Issuable
In Series.  


    The
aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. All Notes shall be identical except as may be set forth in a
resolution of the Board of Directors of the Company, a supplemental indenture of an Officers' Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a
resolution of the Board of Directors of the Company. In the case of Notes to be issued from time to time, the Board Resolution, Officers' Certificate or supplemental indenture may provide for the
method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Notes shall be equally and ratably entitled to the
benefits of the Indenture. 


    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. 


Section 2.02.  Execution
and Authentication.  


    An
Officer shall sign the Notes for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Notes and may be in facsimile form. 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. The Trustee shall, upon a written order of the
Company signed by an Officer (an "Authentication Order"), authenticate Notes for original issue. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. 


Section 2.03.  Registrar
and Paying Agent.  


    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 may be
presented for payment ("Paying Agent"). The Company may act as its own Registrar or 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 or any of its Subsidiaries may act as Paying Agent
or Registrar. 


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


7





 


    The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as 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 Holders or the Trustee all money
held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Company 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 Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes. 


Section 2.05.  Holder
Lists.  


    The
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply
with TIA § 312(a). If the Trustee is not the Registrar, the Company 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, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA § 312(a). The Trustee, the Registrar and the Company shall provide a current list of all Holders to any Gaming Authority upon demand. 


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 Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if (i) the Company delivers to the Trustee notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Company within 120 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee. Upon the occurrence of either of the preceding events in (i) or
(ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 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 2.10 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), (c) or (f) 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 Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in any Global 


8





 


Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. 


    (c)  Transfer of Beneficial Interests in Global Notes to Definitive Notes.  If any holder of a beneficial
interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate
and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant
to this section 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 Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Person in whose names such Notes are registered. 



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


    (e)  Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of
Definitive Notes and such Holder's compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive 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). 



    (f)  Legends.  The following legend shall appear on the face of all Global Notes issued under this
Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 


"THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (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 2.07 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 DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ARGOSY GAMING 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 Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled 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 Definitive 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 Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is 


9





 


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 Depositary 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 Definitive 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 Definitive 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 or upon the order of any Gaming Authority. 


    (iv) All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 


    (v) The
Company shall not 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 the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (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 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 Definitive Notes in accordance with the provisions of Section 2.02 hereof. 




Section 2.07.  Replacement
Notes.  


    If
any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the
Company shall issue and the Trustee, upon receipt of an Authentication Order, 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 supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent
from any loss that 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 of the benefits of this Indenture equally and proportionately with all other
Notes duly issued hereunder. 


10





 


Section 2.08.  Outstanding Notes.  


    The
Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. If a Note is replaced pursuant to Section 2.07 hereof, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. If the principal amount of any Note is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest. 


Section 2.09.  Treasury
Notes.  


    In
determining whether the Holders of the required principal amount of Notes have concurred in any direction, amendment, supplement, waiver or consent, Notes owned by the Company, or
by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any such direction, amendment, supplement, waiver or consent, only Notes that the Trustee knows are so owned shall be so
disregarded. 


Section 2.10.  Temporary
Notes.  


    Until
certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 


    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 and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy canceled
Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes shall be delivered to the Company. Subject to Section 2.07, the
Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 


Section 2.12.  Defaulted
Interest.  


    If
the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and
payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such 


11





 


defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall
mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 


 
 

ARTICLE 3
  REDEMPTION AND PREPAYMENT    
  


Section 3.01.  Notices
to Trustee.  


    In
addition to Section 3.07 hereof, the Company may, with respect to any Notes, reserve the right to redeem and pay the Notes or may covenant to redeem and pay the Notes or any
part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Notes. If a Series of Notes is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity
thereof all or part of the Notes pursuant to the Terms of such Notes, it shall notify the Trustee of the redemption date and the principal amount of Notes to be redeemed. The Company shall give the
notice at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 


Section 3.02.  Selection
of Notes to Be Redeemed.  


    If
less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata
basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 


    The
Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount
thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for redemption. 


Section 3.03.  Notice
of Redemption.  


    At
least 30 days but not more than 60 days before a redemption date or such other time as shall be required by order of any applicable Gaming Authority, the Company
shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. 


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


    (a) the
redemption date; 


    (b) the
redemption price; 


    (c) 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 shall be issued upon cancellation of the original Note; 


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


12







  




    (e) that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 



    (f)  that,
unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 


    (g) the
paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 


    (h) that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 


    At
the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however,
that the Company shall have delivered to the Trustee pursuant to Section 3.01, an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be
stated in such notice as provided in the preceding paragraph. 


Section 3.04.  Effect
of Notice of Redemption.  


    Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional. 



Section 3.05.  Deposit
of Redemption Price.  


    One
Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money 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 deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed. 


    If
the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease 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 for redemption because of the failure
of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest
not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 



Section 3.06.  Notes
Redeemed in Part.  


    Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company's written request, 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.  Gaming
Redemption  


    (a) Notwithstanding
any other provision of this Indenture, if any Gaming Authority: (1) requests or requires a holder or beneficial owner of Notes to appear
before, submit to the jurisdiction of or provide information to, such Gaming Authority and such holder or beneficial owner either refuses to do so or otherwise fails to comply with such request or
requirement within a reasonable period of time; or (2) determines that any holder or beneficial owner of Notes is not suitable or qualified with respect to beneficial ownership of the Notes,
then the Company may: (1) require that such holder or beneficial owner dispose of its Notes within 30 days (or such earlier date as required by the Gaming Authority) of 


13





 


(A) termination of the 30-day period described above for the holder or beneficial owner to apply for a license, qualification or finding of suitability or (B) the receipt of
the notice from the Gaming Authority that the holder or beneficial owner will not be licensed, qualified or found suitable; or (2) redeem the Notes of such holder or beneficial owner at a price
equal to the lesser of (A) the price at which such holder or beneficial owner acquired such Notes or (B) the Fair Market Value of such Notes or, if the Notes are listed on a national
securities exchange, the last reported sale price on the date the Company notifies such holder or beneficial owner of the redemption. 


    (b) Immediately
upon a determination that a holder or beneficial owner will not be licensed, qualified or found suitable, the holder or beneficial owner will have no
further rights (1) to exercise any right conferred by the Notes, directly or indirectly, through any trustee, nominee or any other Person or
entity, or (2) to receive any interest or other distribution or payment with respect to the Notes or any remuneration in any form from the Company for services rendered or otherwise, except the
redemption price of the Notes. The holder or beneficial owner applying for a licenses, qualification or finding of suitability must pay all costs of the licensure or investigation for such
qualification or finding of suitability. 


 
 

ARTICLE 4
  COVENANTS    
  



Section 4.01.  Payment
of Notes.  


    The
Company shall pay or cause to be paid the principal of, premium, if any, 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, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money
deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 



Section 4.02.  Maintenance
of Office or Agency.  


    The
Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture
may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee. 


    The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation
to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency. 



    The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03. 


Section 4.03.  Commission
Reports and Reports to Holders.  


    Whether
or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes (i) all
quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 


14





 


if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports, in each case, within the time periods specified in the SEC's rules and regulations. In addition, whether or not required by the rules and regulations of
the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations
(unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA
§ 314(a). 


Section 4.04.  Compliance
Certificate.  


    (a) The
Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, 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 or her 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 of this
Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her 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 is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 



    (b) So
long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 4.03 above shall be
accompanied by a written statement of the Company's independent public accountants (who 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 that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure
to obtain knowledge of any such violation. 


    (c) The
Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 


Section 4.05.  Taxes.  



    The
Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in
good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 


Section 4.06.  Stay,
Extension and Usury Laws.  


    The
Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, 


15





 


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


Section 4.07.  Corporate
Existence.  


    Subject
to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and
the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or
any such Subsidiary and (ii) 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 of its Subsidiaries, if the Board of Directors shall
determine 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 of the Notes. 


 
 

ARTICLE 5
  SUCCESSORS    
  


Section 5.01.  Merger,
Consolidation, or Sale of Assets.  


    The
Company will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety
or substantially an entirety in one transaction or a series of related transactions) to any Person or permit any Person to merge with or into the Company unless: (i) the Company shall be the
continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such property and assets of the Company shall
be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and
delivered to the Trustee, all of the obligations of the Company on all of the Notes and under the Indenture; and (ii) immediately after giving effect to such transaction, no Default or 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, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with
Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the "Company"
shall refer instead to the successor corporation and not to the Company), 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; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of
and interest on the Notes except in the case of a sale of all of the Company's assets that meets the requirements of Section 5.01 hereof. 


16





 
 
 

ARTICLE 6
  DEFAULTS AND REMEDIES    
  


Section 6.01.  Events
of Default  


    Each
of the following constitutes an Event of Default: 



    (a) default
in the payment of principal of or premium, if any, on any Note when the same becomes due and payable at maturity, upon acceleration, redemption or
otherwise whether or not such payment is prohibited by Article 10; 


    (b) default
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 whether or
not such payment is prohibited by Article 10; 


    (c) failure
by the Company or any of its Subsidiaries to comply with the provisions of Section 5.01 hereof; 


    (d) failure
by the Company or any of the Subsidiary Guarantors to observe or perform any covenant or agreement in this Indenture or the Notes (other than a default
under clause (a), (b), or (c) of this Section 6.01) for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a single class; 


    (e) the
occurrence with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of
$       million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (i) an event of default
that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not
been rescinded or annulled within 30 days of such acceleration and/or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of such payment default; 


    (f)  any
final judgment or order (not covered by insurance) for the payment of money in excess of $       million in the aggregate for all such final
judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary
and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments
or orders outstanding and not paid or discharged against all such Persons to exceed $       million during which a stay of enforcement of such final judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; 


    (g) a
court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days; 


    (h) the
Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and 


17





 


assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or 


    (i)  except
as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee. 


Section 6.02.  Acceleration  


    If
an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company) occurs and
is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such
notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and
payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an
Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the
event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived
by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or
(h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest on the Notes then outstanding 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 at least a majority in principal
amount of the outstanding Notes by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if
(i) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and accrued interest on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction. 



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, premium, if any, and 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 Holder
of a Note 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.  


    Holders
of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or
Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, or interest on, the Notes (including in connection with an
offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease 


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to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon. 



Section 6.05.  Control
by Majority.  


    Holders
of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising 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 the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 


Section 6.06.  Limitation
on Suits.  



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


    (a) the
Holder of a Note gives to the Trustee written 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 of a Note or Holders of Notes offer and, if requested, provide 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 and, if requested, the provision 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
Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 


Section 6.07.  Rights
of Holders of Notes to Receive Payment.  


    Notwithstanding
any other provision of this Indenture, but subject to Article 10 hereof, 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 (including in connection with an offer to purchase), 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 such 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 is authorized to recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel. 


Section 6.09.  Trustee
May File Proofs of Claim.  


    The
Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, 


19





 


receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any Holder 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, its agents and attorneys for amounts due under Sections 6.08 and 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection; 


    Second:
to Holders of Notes 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 to such party as a court of competent jurisdiction shall direct. 




    The
Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 



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 a 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 does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, 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 its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 


20





 


    (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; and 



    (ii) in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine
whether or not they appear on their face to conform to the requirements of this Indenture. 




    (c) The
Trustee may not be relieved from liabilities 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 Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and 


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




    (d) Whether
or not therein expressly so provided, 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) No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to
exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and 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. 



Section 7.02.  Rights
of Trustee.  


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


    (b) Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate 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 and the written advice of such counsel or any
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 its attorneys and 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 that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture. 


    (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. 


21





 


    (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 against the costs, expenses and liabilities that might be incurred by it in compliance with such request or
direction. 


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 any Affiliate of the Company with the same
rights it would have if it were not Trustee. However, in the event that the Trustee has or acquires any conflicting interest within the meaning of the TIA and the Notes are in default, it must
eliminate such conflict within 90 days if the default to which such conflicting interest relates has not been cured or duly waived or otherwise eliminated before the end of such
90-day period, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and
7.11 hereof. 


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, 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 certificate of authentication. 


Section 7.05.  Notice
of Defaults.  


    If
a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes and the agent bank under the Credit Facility
(the "Agent Bank"), 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 of principal of, premium, if any,
or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the
Holders of the Notes. Any change in the identity or address of the Agent Bank shall be effective only if the Trustee receives written notice of the change, specifically providing that the change is
effective for any notices to the Agent Bank under the Indenture. If payment of the Notes is accelerated because of an Event of Default, the Trustee shall promptly notify the Agent Bank in accordance
with this Section of such acceleration. 


Section 7.06.  Reports
by Trustee to Holders of the Notes.  


    Within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall
mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA § 313(c). 


    A
copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in
accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange. 


22





 


Section 7.07.  Compensation and Indemnity.  


    The
Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder or as agreed to in writing from time to
time. 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 promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation for ordinary and extraordinary
services, disbursements and expenses of the Trustee's agents and counsel. 


    The
Company shall indemnify the Trustee against any and all losses, liabilities or 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, except to the extent any such loss,
liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder. 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; provided that
the Company will not be required to pay such fees and expenses if it assumes the Trustee's defense and there is no conflict of interest between the Company and the Trustee in connection with such
defense. The Company need not reimburse any expense or indemnify any loss or liability to the extent incurred by the Trustee through its gross negligence, bad faith or willful misconduct. 


    The
obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. 


    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 satisfaction and discharge of this Indenture. 


    When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(g) or (h) hereof 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. 


    The
Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable. 


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 in writing at any time and be discharged from the trust hereby created 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 in writing. The Company may remove the Trustee if: 


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


    (b) 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; 


23





 


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


    (d) the
Trustee becomes incapable of acting. 


    If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company 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 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, 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, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder 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
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to
the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. 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. 



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.  


    There
shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is
authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least
$100 million as set forth in its most recent published annual report of condition. 


    This
Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 


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. 


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ARTICLE 8
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE    
  


Section 8.01.  Option
to Effect Legal Defeasance or Covenant Defeasance.  


    The
Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 



Section 8.02.  Legal
Defeasance and Discharge.  


    Upon
the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance"). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same),
except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, interest, and premium, if any, on such Notes when such payments are due,
(b) the Company's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's and the Subsidiary Guarantors' obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 


Section 8.03.  Covenant
Defeasance.  


    Upon
the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.03, 4.04 and 4.07 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction,
amendment, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other
purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default. 


25







  




Section 8.04.  Conditions
to Legal or Covenant Defeasance.  


    The
following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 


    In
order to exercise either Legal Defeasance or Covenant Defeasance: 


    (a) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any,
and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be; 


    (b) in
the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this
Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 


    (c) in
the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 



    (d) no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the
incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence) or insofar as Sections
6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; 


    (e) such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument
(other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 



    (f)  the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Company or any Subsidiary
between the date of deposit and the 91st day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; 


    (g) the
Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the
Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and 



    (h) the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 


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Section 8.05.  Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.  


    Subject
to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee
may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law. 


    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 


    Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or
non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 


Section 8.06.  Repayment
to Company.  


    Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any
Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining will be repaid to the Company. 


Section 8.07.  Reinstatement.  



    If
the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as
the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent. 


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ARTICLE 9
  AMENDMENT, SUPPLEMENT AND WAIVER    
  


Section 9.01.  Without
Consent of Holders of Notes.  


    Notwithstanding
Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the
Notes without the consent of any Holder of a Note: 


    (a) cure
any ambiguity, defect or inconsistency in the Indenture; provided that such amendments do not adversely affect
the interests of the Holders in any material respect; 


    (b) comply
with the provisions of Article 5 hereof; 



    (c) comply
with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; 


    (d) evidence
and provide for the acceptance of appointment by a successor Trustee; or 


    (e) make
any change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; 


    (f)  to
provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related
definitions) in a manner that does not materially and adversely affect the rights of any Holder; or 


    (g) to
allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to 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 receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors 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. 


Section 9.02.  With
Consent of Holders of Notes.  


    Except
as provided below in this Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees and the
Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of
the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02. 


    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 


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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. 


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


    After
an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement
or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance
by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder): 


    (a) change
the Stated Maturity of the principal of, or any installment of interest on, any Note; 


    (b) reduce
the principal amount of, or premium, if any, or interest on, any Note; 


    (c) change
the place or currency of payment of principal of, or premium, if any, or interest on, any Note; 


    (d) impair
Holders' right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the date of
such redemption) of any Note; 


    (e) waive
a Default or Event of Default in the payment of principal of or premium or interest on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such
acceleration); 



    (f)  modify
Article 10 in any manner adverse to the Holders; or 


    (g) reduce
the principal amount or percentage of Notes whose Holders must consent to an amendment, supplement or waiver hereunder. 


Section 9.03.  Compliance
with Trust Indenture Act.  


    Every
amendment or supplement to this Indenture or the Notes shall be set forth in a amended or 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 of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a
Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment
becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 


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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, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 


    Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 



Section 9.06.  Trustee
to Sign Amendments, etc.  


    The
Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an
Officer's Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 


 
 

ARTICLE 10
  SUBORDINATION    
  


Section 10.01.  Agreement
to Subordinate.  


    The
Company agrees, and each Holder by accepting a Note agrees, that the payment of the Senior Subordinated Obligations will, to the extent set forth herein, be subordinated in
right of payment to the prior payment in full, in cash or cash equivalents, of all Obligations due in respect of existing and future Senior Indebtedness (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness. 


Section 10.02.  Liquidation;
Dissolution; Bankruptcy.  


    Upon
any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company's assets and liabilities: 



     (i) holders
of Senior Indebtedness will be entitled to receive payment in full in cash or cash equivalents of all Obligations due in respect of Senior Indebtedness
(including, with respect to Designated Senior Indebtedness, any interest accruing after the commencement of any proceeding described below at the rate specified in the applicable Designated Senior
Indebtedness whether or not interest is an allowed claim enforceable against the Company in such proceeding) before the Holders of Notes will be entitled to receive any payment on account of Senior
Subordinated Obligations or any payment to acquire any of the Notes for cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities (except that
Holders of Notes may receive and retain payments made from the trust described in Article 8 hereof), in the event of any distribution to creditors of the Company: (1) in a liquidation or
dissolution of the Company; (2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (3) in an assignment for the
benefit of creditors; or (4) in any marshaling of the Company's assets and liabilities. 



30





 


    (ii) until all Obligations due with respect to Senior Indebtedness (including, with respect to Designated Senior Indebtedness, any interest accruing after the
commencement of any proceeding described before at the rate specified in the applicable Designated Senior Indebtedness whether or not interest is an allowed claim enforceable against the Company in
such proceeding) are paid in full in cash or cash equivalents, any such distribution to which Holders would be entitled shall be made to the holders of
Senior Indebtedness (except that Holders may receive and retain payments made from the trust described in Article 8 hereof). 




Section 10.03.  Default
on Designated Senior Indebtedness.  


    (a) The
Company and the Subsidiary Guarantors may not make any payment in respect of any Senior Subordinated Obligations (except in (A) Permitted Junior
Securities or (B) from the trust described in Article 8 hereof) nor may any amounts be set aside or deposited pursuant to Article 8 if: 



     (i) a
payment default on Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period; or 


    (ii) any
other default occurs and is continuing on any series of Designated Senior Indebtedness that permits holders of that series of Designated Senior Indebtedness to
accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the trustee or other representative for the holders of any Designated Senior Indebtedness,
or the holders of at least a majority of the outstanding principal amount of such Designated Senior Indebtedness. No new Payment Blockage Notice may be delivered unless and until:
(A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (B) all scheduled payments of principal, interest and premium on the Notes that
have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis
for a subsequent Payment Blockage Notice. 




    (b) Payments
on the Notes and the Subsidiary Guarantees may and shall be resumed: 



     (i) in
the case of a payment default, upon the date on which such default is cured or waived; and 


    (ii) in
case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the
applicable Payment Blockage Notice is received. 




    (c) Notwithstanding
the foregoing, the Company will be permitted to redeem any Notes to the extent required to do so by any Gaming Authority as described in
Section 3.07 hereof. 



Section 10.04.  Acceleration
of Notes.  


    If
payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the acceleration. 


Section 10.05.  When
Distribution Must Be Paid Over.  


    In
the event that the Trustee or any Holder receives any payment of any Senior Subordinated Obligations with respect to the Notes at a time when the Trustee or such Holder, as
applicable, has actual knowledge that such payment is prohibited by Section 10.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be
paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may appear or their Representative under the indenture or other agreement (if any)
pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the 


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payment of all Obligations with respect to Senior Indebtedness remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness. 


    With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this
Article 10, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders or the Company or any
other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee. 


Section 10.06.  Notice
by Company.  


    The
Company shall promptly notify the Trustee, holders of Senior Indebtedness and the Paying Agent of any facts known to the Company that would cause a payment of any Senior
Subordinated Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness as
provided in this Article 10. 



Section 10.07.  Subrogation.  


    Subject
to the payment in full, in cash or cash equivalents, of all Senior Indebtedness, the Holders of Notes shall be subrogated to the rights of the holders of Senior Indebtedness
to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness until all amounts owing on the Notes shall be paid in full, in cash or cash equivalents, and for the
purpose of such subrogation no payments or distributions to the holders of Senior Indebtedness by or on behalf of the Holders by virtue of this Article 10, which otherwise would have been made
to the Holders, shall, as between the Company and the Holders, be deemed to be payment by the Company to holders or on account of the Senior Indebtedness, it being understood that the provisions of
this Article 10 are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand. 


    If
any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article 10 shall have been applied, pursuant to the
provisions of this Article 10, to the payment of all amounts payable under the Senior Indebtedness, then the Holders shall be entitled to receive from the holders of such Senior Indebtedness
any payments or distributions received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of the Senior Indebtedness in full, in
cash or cash equivalents. 


Section 10.08.  Relative
Rights.  


    This
Article 10 defines the relative rights of Holders of Notes and holders of Senior Indebtedness. Nothing in this Indenture shall: 



     (i) impair,
as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the
Notes in accordance with their terms; 


    (ii) affect
the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Indebtedness; or 



    (iii) prevent
the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners
of Senior Indebtedness to receive distributions and payments otherwise payable to Holders of Notes. 



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    If
the Company fails because of this Article 10 to pay principal of or interest on a Note on the due date, the failure is still a Default or Event of Default. 


Section 10.09.  Subordination
May Not Be Impaired by Company.  


    No
right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or
any Holder or by the failure of the Company or any Holder to comply with this Indenture. 


Section 10.10.  Distribution
or Notice to Representative.  


    Whenever
a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative. 


    Upon
any payment or distribution of assets of the Company referred to in this Article 10, the Trustee and the Holders of Notes shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to
the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. 


Section 10.11.  Rights
of Trustee and Paying Agent.  


    Notwithstanding
the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least two Business Days prior to the date of such payment written notice of facts that would cause the payment of any Senior Subordinated Obligations with respect to the
Notes to violate this Article 10. Only the Company or a Representative may give the notice. Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.07 hereof. 


    The
Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. 


Section 10.12.  Authorization
to Effect Subordination.  


    Each
Holder of Notes, by the Holder's acceptance thereof, authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact for any and all such purposes. If the
Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of
the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes. 


Section 10.13.  Amendments.  



    The
provisions of this Article 10 shall not be amended or modified without the written consent of the holders of all Senior Indebtedness. 


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ARTICLE 11
  SUBSIDIARY GUARANTEES    
  


Section 11.01.  Subsidiary
Guarantee.  


    Subject
to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal
of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or
any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 


    The
Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this
Indenture. 


    If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official
acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect. 


    Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as
provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.
The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders
under the Guarantee. 


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Section 11.02.  Subordination of Subsidiary Guarantee.  


    The
Obligations of each Subsidiary Guarantor under its Subsidiary Guarantee pursuant to this Article 11 shall be junior and subordinated to the Senior Indebtedness of such
Subsidiary Guarantor on the same basis as the Notes are junior and subordinated to Senior Indebtedness of the Company, as if and to the same extent the same provisions were set out in this
Article 11. For the purposes of the
foregoing sentence, but without limiting the generality thereof, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Subsidiary Guarantors only at such
times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof, and are subject to the same turnover provisions. 


Section 11.03.  Limitation
on Subsidiary Guarantor Liability.  


    Each
Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state
law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of
such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under this Article 11, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 


 
 

ARTICLE 12
  MISCELLANEOUS    
  



Section 12.01.  Trust
Indenture Act Controls.  


    If
any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control. 


Section 12.02.  Notices.  



    Any
notice or communication by the Company, any Subsidiary Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others' address: 



	 	If to the Company and/or any Subsidiary Guarantor:	 
	 	

Argosy Gaming Company

219 Piasa Street

Alton, IL 62002-6232

Telecopier No.: (618) 474-7420

Attention: General Counsel	

 



35





 

	 	

With a copy to:	

 
	 	

Winston & Strawn

35 West Wacker Drive

Chicago, IL 60601

Telecopier No.: (312) 558-5700

Attention: Joseph A. Walsh, Jr.	

 
	 	

If to the Trustee:	

 
	 	

  
  
  
  
  
  
  
	

 





    The
Company, any Subsidiary Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. 


    All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery. 


    Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day
delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 


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



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


Section 12.03.  Communication
by Holders of Notes with Other Holders of  Notes. 


    Holders
may communicate pursuant to TIA § 312(b) with other Holders 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 12.04.  Certificate
and Opinion as to Conditions Precedent.  


    Upon
any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 



    (a) an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof)
stating that, in the opinion of the signers, 


36





 


all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 



    (b) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof)
stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 


Section 12.05.  Statements
Required in Certificate or Opinion.  


    Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §
314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 


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


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


    (c) a
statement that, in the opinion of such Person, he or she 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 satisfied; and 


    (d) a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 



Section 12.06.  Rules by
Trustee and Agents.  


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


Section 12.07.  No
Personal Liability of Directors, Officers, Employees and Stockholders.  


    No
past, present or future director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations
of the Company or such Subsidiary Guarantor under the Notes, the Subsidiary Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 


Section 12.08.  Governing
Law.  


    THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 


Section 12.09.  No
Adverse Interpretation of Other Agreements.  



    This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture. 


37





 


Section 12.10.  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 successors. All agreements of
each Subsidiary Guarantor in this Indenture shall bind its successors. 


Section 12.12.  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 12.13.  Counterpart
Originals.  


    The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 


Section 12.14.  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 of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 


[Signatures
on following page] 


38





 
 

SIGNATURES    
  



	Dated as of                         	 	ARGOSY GAMING COMPANY
	

 	
 	

By:	
 	

  
 Name:

Title:
	

 	
 	

[SUBSIDIARY GUARANTORS]
	

 	
 	

By:	
 	

  
 Name:

Title:











QuickLinks



Exhibit 4.2


TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

ARTICLE 2 THE NOTES

ARTICLE 3 REDEMPTION AND PREPAYMENT


ARTICLE 4 COVENANTS

ARTICLE 5 SUCCESSORS

ARTICLE 6 DEFAULTS AND REMEDIES

ARTICLE 7 TRUSTEE

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE


ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

ARTICLE 10 SUBORDINATION

ARTICLE 11 SUBSIDIARY GUARANTEES

ARTICLE 12 MISCELLANEOUS

SIGNATURES