<PAGE>
                                                                    EXHIBIT 4.1


                          International Game Technology



                   Zero-Coupon Convertible Debentures due 2033


             ------------------------------------------------------

                                    INDENTURE

                          Dated as of January 29, 2003

             ------------------------------------------------------


                              The Bank of New York

                                     TRUSTEE

<PAGE>

                            TIA CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
TIA SECTIONS                                          INDENTURE SECTIONS
------------                                          ------------------
<S>                                                   <C>
Section 310(a)........................................      7.10
           (b)........................................      7.10
Section 311(a)........................................      7.11
           (b)........................................      7.11
Section 312(a)........................................      2.6
           (b)........................................     11.3
           (c)........................................     11.3
Section 313(a)........................................      7.6
           (b)........................................      7.6
           (c)........................................      7.6
           (d)........................................      7.6
Section 314(a)........................................      4.2; 4.3
           (c)........................................     11.4
           (e)........................................     11.5
Section 315(a)........................................      7.1(b)
           (b)........................................      7.5
           (c)........................................      7.1(a)
           (d)........................................      7.1(c)
           (e)........................................      6.11
Section 316(a)(1)(A)..................................      6.5
           (a)(1)(B)..................................      6.4
           (b)........................................      6.7
           (c)........................................      9.4
Section 317(a)(1).....................................      6.8
           (a)(2).....................................      6.9
           (b)........................................      2.5
Section 318(a)........................................     11.1
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>              <C>                                                                                          <C>
                                                    ARTICLE I
                                    DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1      Definitions..............................................................................      1
Section 1.2      Other Definitions........................................................................      6
Section 1.3      Incorporation by Reference of Trust Indenture Act........................................      7
Section 1.4      Rules of Construction....................................................................      7
Section 1.5      Acts of Holders..........................................................................      8

                                                   ARTICLE II
                                                 THE SECURITIES

Section 2.1      Form and Dating..........................................................................      9
Section 2.2      Execution and Authentication.............................................................     10
Section 2.3      Registrar, Paying Agent and Conversion Agent.............................................     11
Section 2.4      Reset Rate Agent.........................................................................     11
Section 2.5      Paying Agent to Hold Money and Securities in Trust.......................................     12
Section 2.6      Securityholder Lists.....................................................................     12
Section 2.7      Transfer and Exchange....................................................................     12
Section 2.8      Replacement Securities...................................................................     14
Section 2.9      Outstanding Securities...................................................................     14
Section 2.10     Temporary Securities.....................................................................     15
Section 2.11     Cancellation.............................................................................     15
Section 2.12     Persons Deemed Owners....................................................................     15
Section 2.13     Global Securities........................................................................     15
Section 2.14     CUSIP Numbers............................................................................     19
Section 2.15     Original Issue Discount..................................................................     20

                                                    ARTICLE III
                                              REDEMPTION AND PURCHASES

Section 3.1      Company's Right to Redeem; Notices to Trustee............................................     20
Section 3.2      Selection of Securities to Be Redeemed...................................................     20
Section 3.3      Notice of Redemption.....................................................................     21
Section 3.4      Effect of Notice of Redemption...........................................................     22
Section 3.5      Deposit of Redemption Price..............................................................     22
Section 3.6      Securities Redeemed in Part..............................................................     22
Section 3.7      Purchase of Securities by the Company at Option of the Holder............................     22
Section 3.8      Purchase of Securities at Option of the Holder upon a Change in Control..................     28
Section 3.9      Effect of Purchase Notice or Change in Control Purchase Notice...........................     34
Section 3.10     Deposit of Purchase Price or Change in Control Purchase Price............................     35
Section 3.11     Securities Purchased in Part.............................................................     35
Section 3.12     Covenant to Comply With Securities Laws Upon Purchase of Securities......................     36
Section 3.13     Repayment to the Company.................................................................     36
</TABLE>
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>               <C>                                                                                         <C>
                                                      ARTICLE IV
                                                      COVENANTS

Section 4.1      Payment of Securities...............................................................          36
Section 4.2      SEC and Other Reports...............................................................          36
Section 4.3      Compliance Certificate..............................................................          37
Section 4.4      Further Instruments and Acts........................................................          37
Section 4.5      Maintenance of Office or Agency.....................................................          37
Section 4.6      Delivery of Certain Information.....................................................          38
Section 4.7      Notification of Upward Interest Adjustment..........................................          38
Section 4.8      Future Subsidiary Guarantees........................................................          38

                                                     ARTICLE V
                                               SUCCESSOR CORPORATION

Section 5.1      When Company May Merge or Transfer Assets...........................................          39

                                                    ARTICLE VI
                                               DEFAULTS AND REMEDIES

Section 6.1      Events of Default...................................................................          40
Section 6.2      Acceleration........................................................................          41
Section 6.3      Other Remedies......................................................................          42
Section 6.4      Waiver of Past Defaults.............................................................          42
Section 6.5      Control by Majority.................................................................          42
Section 6.6      Limitation on Suits.................................................................          42
Section 6.7      Rights of Holders to Receive Payment................................................          43
Section 6.8      Collection Suit by Trustee..........................................................          43
Section 6.9      Trustee May File Proofs of Claim....................................................          43
Section 6.10     Priorities..........................................................................          43
Section 6.11     Undertaking for Costs...............................................................          44
Section 6.12     Waiver of Stay, Extension or Usury Laws.............................................          44

                                                   ARTICLE VII
                                                     TRUSTEE

Section 7.1      Duties of Trustee...................................................................          44
Section 7.2      Rights of Trustee...................................................................          45
Section 7.3      Individual Rights of Trustee........................................................          46
Section 7.4      Trustee's Disclaimer................................................................          46
Section 7.5      Notice of Defaults..................................................................          47
Section 7.6      Reports by Trustee to Holders.......................................................          47
Section 7.7      Compensation and Indemnity..........................................................          47
Section 7.8      Replacement of Trustee..............................................................          48
Section 7.9      Successor Trustee by Merger.........................................................          49
</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>

                                                                                                              PAGE
                                                                                                              ----
<S>               <C>                                                                                          <C>

Section 7.10     Eligibility; Disqualification...............................................................  49
Section 7.11     Preferential Collection of Claims Against Company...........................................  49
Section 7.12     Trustee's Application for Instructions from the Company.....................................  49
Section 7.13     Reports by Trustee to Gaming Authorities....................................................  50

                                                  Article VIII
                                             DISCHARGE OF INDENTURE

Section 8.1      Discharge of Liability on Securities........................................................  50
Section 8.2      Repayment to the Company....................................................................  50

                                                    Article IX
                                                    AMENDMENTS

Section 9.1      Without Consent of Holders..................................................................  50
Section 9.2      With Consent of Holders.....................................................................  51
Section 9.3      Compliance with Trust Indenture Act.........................................................  52
Section 9.4      Revocation and Effect of Consents, Waivers and Actions......................................  52
Section 9.5      Notation on or Exchange of Securities.......................................................  53
Section 9.6      Trustee to Sign Supplemental Indentures.....................................................  53
Section 9.7      Effect of Supplemental Indentures...........................................................  53

                                                   Article X
                                                  CONVERSIONS

Section 10.1     Conversion Privilege........................................................................  53
Section 10.2     Conversion Procedure........................................................................  54
Section 10.3     Fractional Shares...........................................................................  55
Section 10.4     Taxes on Conversion.........................................................................  55
Section 10.5     Company to Provide Stock....................................................................  55
Section 10.6     Adjustment for Change in Capital Stock......................................................  55
Section 10.7     Adjustment for Rights Issue.................................................................  56
Section 10.8     Adjustment for Other Distributions..........................................................  57
Section 10.9     Adjustment for Company Tender Offer.........................................................  59
Section 10.10    When Adjustment May Be Deferred.............................................................  59
Section 10.11    When No Adjustment Required.................................................................  60
Section 10.12    Notice of Adjustment........................................................................  60
Section 10.13    Voluntary Increase..........................................................................  60
Section 10.14    Notice of Certain Transactions..............................................................  61
Section 10.15    Reorganization of Company; Special Distributions............................................  61
Section 10.16    Company Determination Final.................................................................  62
Section 10.17    Trustee's Adjustment Disclaimer.............................................................  62
Section 10.18    Simultaneous Adjustments....................................................................  62
Section 10.19    Successive Adjustments......................................................................  62
</TABLE>

                                      iii
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>               <C>                                                                                         <C>
                                                       Article XI
                                                  SUBSIDIARY GUARANTEES

Section 11.1     Subsidiary Guarantees.......................................................................  62
Section 11.2     Contribution................................................................................  64
Section 11.3     Successors and Assigns......................................................................  64
Section 11.4     No Waiver...................................................................................  64
Section 11.5     Modification................................................................................  64
Section 11.6     Execution of Supplemental Indenture for Subsidiary Guarantors...............................  64

                                                        Article XII
                                                       MISCELLANEOUS

Section 12.1     Trust Indenture Act Controls................................................................  65
Section 12.2     Notices.....................................................................................  65
Section 12.3     Communication by Holders with Other Holders.................................................  66
Section 12.4     Certificate and Opinion as to Conditions Precedent..........................................  66
Section 12.5     Statements Required in Certificate or Opinion...............................................  66
Section 12.6     Separability Clause.........................................................................  67
Section 12.7     Rules by Trustee, Paying Agent, Conversion Agent, Reset Rate Agent and Registrar............  67
Section 12.8     Legal Holidays..............................................................................  67
Section 12.9     GOVERNING LAW...............................................................................  67
Section 12.10    No Recourse Against Others..................................................................  67
Section 12.11    Successors..................................................................................  67
Section 12.12    Multiple Originals..........................................................................  67
Section 12.13    Table of Contents; Headings.................................................................  67
</TABLE>

                                       iv
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>               <C>                                                                                         <C>
EXHIBIT A         Form of Global Security....................................................................  A-1

EXHIBIT B         Transfer Certificate.......................................................................  B-1

EXHIBIT C         Form of Supplemental Indenture.............................................................  C-1
</TABLE>

                                       v

<PAGE>
     INDENTURE dated as of January 29, 2003 between INTERNATIONAL GAME
TECHNOLOGY, a Nevada corporation ("Company"), each Subsidiary that becomes a
party hereto (the "Subsidiary Guarantors") and THE BANK OF NEW YORK, a New York
banking corporation ("Trustee").

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

                                   Article I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.1 Definitions.

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

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

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

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

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

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

     "Certificated Securities" means securities that are in registered
definitive form.
<PAGE>

     "Common Stock" shall mean the shares of common stock, $0.000625 par value
per share, of the Company existing on the date of this Indenture or any other
shares of Capital Stock of the Company into which such shares of common stock
shall be reclassified or changed.

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

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

     "Corporate Trust Office" means the corporate trust office of the Trustee at
which at any time the trust created by this Indenture shall be administered,
which office at the date hereof is located at 101 Barclay Street 8W, New York,
New York 10286, Attention: Corporate Trust Administration, or such other address
as the Trustee may designate from time to time by notice to the Holders and the
Company, or the corporate trust office of any successor Trustee at which such
trust shall be administered (or such other address as a successor Trustee may
designate from time to time by notice to the Holders and the Company).

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

     "Domestic Subsidiary" means any Subsidiary other than (a) a Foreign
Subsidiary or (b) a Subsidiary of a Foreign Subsidiary.

     "Foreign Subsidiary" means any Subsidiary which is not organized under the
laws of the United States of America or any State thereof or the District of
Columbia.

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

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

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

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

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

                                       2
<PAGE>

     "Holder" or "Securityholder" means a Person in whose name a Security is
registered on the Registrar's books.

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

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

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

     "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

     "NYSE" means The New York Stock Exchange.

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

     "Officers' Certificate" means a written certificate containing the
information specified in Sections 11.4 and 11.5, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.3 shall be signed by a financial or
accounting Officer of the Company but need not contain the information specified
in Sections 11.4 and 11.5.

     "Opinion of Counsel" means a written opinion containing the information
specified in Sections 11.4 and 11.5, from legal counsel. The counsel may be an
employee of, or counsel to, the Company.

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

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

                                       3
<PAGE>

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

     "Purchase Money Indebtedness" means Indebtedness:

     (a) consisting of the deferred purchase price of property, conditional sale
obligations, obligations under any title retention agreement, other purchase
money obligations and obligations in respect of industrial revenue bonds; and

     (b) incurred to finance the acquisition, construction or lease by the
Company or a Subsidiary Guarantor of such property, including additions and
improvements thereto; provided, however, that such Indebtedness is incurred
within 180 days after the acquisition, construction or lease of such property by
the Company or such Subsidiary Guarantor.

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

     "Repay" means, in respect of any Indebtedness, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Indebtedness.
"Repayment" and "Repaid" shall have correlative meanings.

     "Restricted Security" means a Security required to bear the restrictive
legend set forth in the form of Security set forth in Exhibit A of this
Indenture.

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

     "SEC" means the Securities and Exchange Commission.

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

     "Securityholder" or "Holder" means a Person in whose name a Security is
registered on the Registrar's books.

     "Standard & Poor's" means Standard & Poor's Ratings Service or any
successor to the ratings agency business thereof.

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

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

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

                                       4
<PAGE>

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

     "Subsidiary Guarantee" means a guarantee, on the terms as set forth in this
Indenture by a Subsidiary Guarantor, of the Company's obligations with respect
to the Securities.

     "Subsidiary Guarantor" means, unless released from its Subsidiary Guarantee
as permitted by this Indenture, each Domestic Subsidiary that becomes a
Guarantor of the Securities pursuant to Section 4.8 hereof.

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

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

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

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

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

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

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

                                       5
<PAGE>

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

     Section 1.2 Other Definitions.

<TABLE>
<CAPTION>
Term Section:                                                                         Defined in:
<S>                                                                                   <C>
"Accreted Conversion Price".........................................................  Exhibit A
"Accreted Value"....................................................................  Exhibit A
"Agent Members".....................................................................  2.13(e)
"beneficial owner"..................................................................  3.8(a)
"cash"..............................................................................  3.7(b)
"Change in Control".................................................................  3.8(a)
"Change in Control Purchase Date"...................................................  3.8(a)
"Change in Control Purchase Notice".................................................  3.8(c)
"Change in Control Purchase Price"..................................................  3.8(a)
"Closing Sale Price"................................................................  3.7(d)
"Code"..............................................................................  2.15
"Company Notice"....................................................................  3.7(e)
"Company Notice Date"...............................................................  3.7(c)
"Contributing Party"................................................................  11.2
"Claiming Guarantor"................................................................  11.2
"Conversion Agent"..................................................................  2.3
"Conversion Date"...................................................................  10.2
"Conversion Period".................................................................  Exhibit A
"Conversion Rate"...................................................................  10.1
"Depositary"........................................................................  2.1(a)
"DTC"...............................................................................  2.1(a)
"Event of Default"..................................................................  6.1
"Exchange Act"......................................................................  3.7(d)
"Ex-Dividend Time"..................................................................  10.1
"Extraordinary Cash Dividend".......................................................  10.8
"Initial Yield to Maturity".........................................................  Exhibit A
"Interest Payment Date".............................................................  Exhibit A
"Legal Holiday".....................................................................  12.8
"Legend"............................................................................  2.6(f)
"Market Price"......................................................................  3.7(d)
"Notice of Default".................................................................  6.1
"Obligations".......................................................................  12.1
"Parity Value"......................................................................  Exhibit A
"Paying Agent"......................................................................  2.3
"Purchase Date".....................................................................  3.7(a)
"Purchase Notice"...................................................................  3.7(a)
"Purchase Price"....................................................................  3.7(a)
"QIB"...............................................................................  2.1(a)
"Redemption Price"..................................................................  Exhibit A
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
Term Section:                                                                         Defined in:
<S>                                                                                   <C>
"Registrar".........................................................................  2.3
"Reset Rate"........................................................................  Exhibit A
"Reset Rate Agent"..................................................................  2.4
"Restated Principal Amount".........................................................  Exhibit A
"Rule 144A Information".............................................................  4.6
"Securities Act"....................................................................  3.7(d)
"Tax Event".........................................................................  Exhibit A
"Time of Determination".............................................................  10.1
"Trading Price".....................................................................  Exhibit A
"Upward Interest Adjustment"........................................................  Exhibit A
</TABLE>

     Section 1.3 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     "Commission" means the SEC.

     "indenture securities" means the Securities and the Subsidiary Guarantees.

     "indenture security holder" means a Securityholder.

     "indenture to be qualified" means this Indenture.

     "indenture trustee" or "institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company, each Subsidiary
Guarantor and any other obligor on the indenture securities.

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

     Section 1.4 Rules of Construction. Unless the context otherwise requires:

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

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

     (3) "or" is not exclusive;

     (4) "including" means including, without limitation;

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

                                       7
<PAGE>

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

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

     Section 1.5 Acts of Holders. Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in Person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

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

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

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

     (d) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall

                                       8
<PAGE>
become effective pursuant to the provisions of this Indenture not later than
six months after the record date.

                                   Article II

                                 THE SECURITIES

     Section 2.1 Form and Dating. The Securities and the Trustee's certificate
of authentication shall be substantially in the form of Exhibit A, which are a
part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that any
such notation, legend or endorsement required by usage is in a form acceptable
to the Company). The Company shall provide any such notations, legends or
endorsements to the Trustee in writing. Each Security shall be dated the date of
its authentication.

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

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

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

     (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to Global
Securities deposited with or on behalf of the Depositary.

     The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(c), authenticate and deliver initially one or more Global Securities
that (a) shall be registered in the name of the Depositary, (b) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

"THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR

                                       9
<PAGE>
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HERBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY SHALL BE DEEMED TO HAVE AGREED FOR THE BENEFIT OF
INTERNATIONAL GAME TECHNOLOGY THAT THIS SECURITY AND ANY SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (2) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR
THAT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

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

     Section 2.2 Execution and Authentication. The Securities shall be executed
on behalf of the Company by any Officer. The signature of the Officer on the
Securities may be manual or facsimile.

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

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

                                       10
<PAGE>

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

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

     The Trustee shall authenticate and deliver the Securities for original
issue in an aggregate principal amount at maturity (subject to adjustment) of up
to $969,790,000 upon one or more Company Orders without any further action by
the Company. The aggregate principal amount at maturity of the Securities due at
the Stated Maturity thereof outstanding at any time may not exceed the amount
set forth in the foregoing sentence.

     Section 2.3 Registrar, Paying Agent and Conversion Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange ("Registrar"), an office or agency where Securities
may be presented for purchase or payment ("Paying Agent") and an office or
agency where Securities may be presented for conversion ("Conversion Agent").
The Registrar shall keep a register of the Securities and of their transfer,
exchange and conversion. The Company may have one or more co-registrars, one or
more additional paying agents and one or more additional conversion agents. The
term Paying Agent includes any additional paying agent, including any named
pursuant to Section 4.5. The term Conversion Agent includes any additional
conversion agent, including any named pursuant to Section 4.5.

     The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this
Indenture, which shall incorporate the terms of the TIA. The agreement shall
implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of any such agent. If
the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.7. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar,
Conversion Agent or co-registrar.

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

     Section 2.4 Reset Rate Agent. The Company and the Trustee agree that
Goldman, Sachs & Co. will act as the reset rate agent (the "Reset Rate Agent").
If requested by the Company, the Reset Rate Agent shall seek an indicative
reference rate from one other nationally recognized investment bank engaged for
such purpose by the Company. The determination of any applicable Reset Rate
shall be made by the Reset Rate Agent by averaging the reference rate it has
determined with the indicative reference rate provided by such other investment
bank. If an indicative reference rate cannot reasonably be obtained from one
other nationally recognized investment bank or if the Company chooses not to
engage such other investment bank, then the rate determined by the Reset Rate
Agent shall be used. The determination of any applicable Reset Rate by the Reset
Rate Agent will be conclusive and binding upon the Reset Rate Agent, the
Company, the Trustee and the holders of the Debentures, in the absence of
manifest error.

                                       11
<PAGE>

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

     Section 2.5 Paying Agent to Hold Money and Securities in Trust. Except as
otherwise provided herein, on or prior to each due date of payment in respect of
any Security, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) or Common Stock or, as
permitted by this Indenture, a combination thereof, sufficient to make such
payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money and Common
Stock held by the Paying Agent for the making of payments in respect of the
Securities and shall notify the Trustee of any default by the Company in making
any such payment. At any time during the continuance of any such default, the
Paying Agent shall, upon the written request of the Trustee, forthwith pay to
the Trustee all money and Common Stock so held in trust. If the Company or a
Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money and
Common Stock held by it as Paying Agent and hold it as a separate trust fund.
The Company at any time may require a Paying Agent to pay all money and Common
Stock held by it to the Trustee and to account for any funds and Common Stock
disbursed by the Paying Agent. Upon complying with this Section, the Paying
Agent shall have no further liability for the money delivered to the Trustee.

     Section 2.6 Securityholder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Securityholders. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least five Business Days
before each January 29 and July 29 and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders.

     Section 2.7 Transfer and Exchange. Subject to Section 2.12 hereof, (a) upon
surrender for registration of transfer of any Security, together with a written
instrument of transfer satisfactory to the Registrar duly executed by the
Securityholder or such Securityholder's attorney duly authorized in writing, at
the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.3, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate principal amount at maturity. The Company
shall not charge a service charge for any registration of transfer or exchange,
but the Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges that may be imposed in connection with
the transfer or exchange of the Securities from the Securityholder requesting
such transfer or exchange.

     At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
principal amount at maturity, upon surrender of the Securities to be exchanged,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at such office or agency. Whenever any Securities are so
surrendered

                                       12
<PAGE>

for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

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

     (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.13 and this Section 2.7(b). Transfers of a
Global Security shall be limited to transfers of such Global Security, to the
Depositary, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

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

     (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to
the Trustee such information as the Trustee may reasonably require in connection
with the delivery by such Registrar of Securities upon transfer or exchange of
Securities.

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

     (f) If Securities are issued upon the transfer, exchange or replacement of
Securities subject to restrictions on transfer and bearing the legends set forth
on the form of Security attached hereto as Exhibit A setting forth such
restrictions (collectively, the "Legend"), or if a request is made to remove the
Legend on a Security, the Securities so issued shall bear the Legend, or the
Legend shall not be removed, as the case may be, unless there is delivered to
the Company and the Registrar such satisfactory evidence, which shall include an
Opinion of Counsel, as may be reasonably required by the Company and the
Registrar, that neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Rule 144 under the Securities Act or that such Securities are
not "restricted" within the meaning of Rule 144 under the Securities Act. Upon
(i) provision of such satisfactory evidence, or (ii) notification by the Company
to the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
pursuant to a Company Order, shall authenticate and deliver a Security that does
not bear the Legend. If the Legend is removed from the face of a Security and
the Security is subsequently held by the Company or an Affiliate of the Company,
the Legend shall be reinstated.

                                       13
<PAGE>

     Section 2.8 Replacement Securities. If a mutilated Security is surrendered
to the Registrar or if the Holder of a Security claims that such Security has
been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Security if the requirements of Section
8-405 of the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the
Company, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent, the Registrar and any co-registrar from any loss which any of them may
suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

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

     Upon the issuance of any new Securities under this Section 2.8, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

     Every replacement Security is an additional obligation of the Company.

     Section 2.9 Outstanding Securities. Securities outstanding at any time are
all Securities authenticated by the Trustee except for those cancelled by it,
those delivered to it for cancellation and those described in this Section 2.9
as not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security; provided, however,
that in determining whether the Holders of the requisite principal amount at
maturity of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder,
Securities owned by the Company, any Subsidiary Guarantor or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor shall
be disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Trust Officer of the Trustee actually knows to be so owned
shall be so disregarded. Subject to the foregoing, only Securities outstanding
at the time of such determination shall be considered in any such determination
(including, without limitation, determinations pursuant to Articles VI and IX).

     If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

     If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following a Purchase Date or a Change in
Control Purchase Date, or on Stated Maturity, money or securities, if permitted
hereunder, sufficient to pay Securities payable on that date, then immediately
after such Redemption Date, Purchase Date, Change in Control Purchase Date or
Stated Maturity, as the case may be, such Securities shall cease to be
outstanding and

                                       14
<PAGE>

interest, if any, on such Securities shall cease to accrue and such Securities
shall cease to be convertible; provided, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made.

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

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

     Section 2.11 Cancellation. The Company at any time may deliver Securities
to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and shall dispose of such cancelled securities in its customary
manner. The Company may not issue new Securities to replace Securities it has
redeemed, paid or delivered to the Trustee for cancellation or that any Holder
has converted pursuant to Article X.

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

     Section 2.13 Global Securities. (a) Notwithstanding any other provisions of
this Indenture or the Securities, (A) transfers of a Global Security, in whole
or in part, shall be made only in accordance with Section 2.7 and Section
2.13(a)(i), (B) transfers of a beneficial interest in a Global Security for a
Certificated Security shall comply with Section 2.7 and Section 2.13(a)(ii)
below, and (C) transfers of a Certificated Security shall comply with Section
2.7 and Sections 2.13(a)(iii) and (iv) below.

          (i) Transfer of Global Security. A Global Security may not be
     transferred, in whole or in part, to any Person other than the Depositary
     or a nominee or any successor thereof, and no such transfer to any such
     other Person may be registered; provided that this clause (i) shall not
     prohibit any transfer of a Security that is issued in exchange for a Global
     Security but is not itself a Global Security. No transfer of a Security to
     any Person shall be effective under this Indenture or the Securities unless
     and until such Security has been registered in the name of such Person.
     Nothing in this Section 2.13(a)(i) shall prohibit or

                                       15
<PAGE>

     render ineffective any transfer of a beneficial interest in a Global
     Security effected in accordance with the other provisions of this Section
     2.13(a).

          (ii) Restrictions on Transfer of a Beneficial Interest in a Global
     Security for a Certificated Security. A beneficial interest in a Global
     Security may not be exchanged for a Certificated Security except if DTC is
     at any time unwilling or unable to continue as a Depositary and a successor
     Depositary is not appointed by the Company within 90 days and upon
     satisfaction of the requirements set forth below. Upon receipt by the
     Trustee of a transfer of a beneficial interest in a Global Security in
     accordance with Applicable Procedures for a Certificated Security in the
     form satisfactory to the Trustee, together with:

          (A) so long as the Securities are Restricted Securities, certification
          in the form set forth in Exhibit B;

          (B) written instructions to the Trustee to make, or direct the
          Registrar to make, an adjustment on its books and records with respect
          to such Global Security to reflect a decrease in the aggregate
          principal amount at maturity or Accreted Value of the Securities
          represented by the Global Security, such instructions to contain
          information regarding the Depositary account to be credited with such
          decrease; and

          (C) if the Company so requests, an opinion of counsel or other
          evidence reasonably satisfactory to it as to the compliance with the
          restrictions set forth in the Legend, then the Trustee shall cause, or
          direct the Registrar to cause, in accordance with the standing
          instructions and procedures existing between the Depositary and the
          Registrar, the aggregate principal amount at maturity of the
          Securities represented by the Global Security to be decreased by the
          aggregate principal amount at maturity of the Certificated Security to
          be issued, shall issue such Certificated Security and shall debit or
          cause to be debited to the account of the Person specified in such
          instructions a beneficial interest in the Global Security equal to the
          principal amount at maturity of the Certificated Security so issued.

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

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

     (z) to exchange such Certificated Securities for an equal principal amount
at maturity of Certificated Securities of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however, that
the Certificated Securities surrendered for transfer or exchange:

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

     (2)  so long as such Securities are Restricted Securities, such Securities
          are being transferred or exchanged pursuant to an effective
          registration statement under the

                                       16
<PAGE>

          Securities Act or pursuant to clause (A), (B) or (C) below, and are
          accompanied by the following additional information and documents, as
          applicable:

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

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

          (C) if such Certificated Securities are being transferred pursuant to
          an exemption from registration, (i) a certification to that effect (in
          the form set forth in Exhibit B-1, if applicable) and (ii) if the
          Company so requests, an opinion of counsel in form and substance
          reasonably satisfactory to it or other evidence in form and substance
          reasonably satisfactory to it as to the compliance with the
          restrictions set forth in the Legend.

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

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

          (I) so long as the Securities are Restricted Securities,
          certification, in the form set forth in Exhibit B-1, that such
          Certificated Security is being transferred to a QIB in accordance with
          Rule 144A; and

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

     (b) Subject to the succeeding Paragraph (c), every Security shall be
subject to the restrictions on transfer provided in the Legend including the
delivery of an opinion of counsel, if so provided. Whenever any Restricted
Security is presented or surrendered for registration of

                                       17
<PAGE>
transfer or for exchange for a Security registered in a name other than that of
the Holder, such Security must be accompanied by a certificate in substantially
the form set forth in Exhibit B, dated the date of such surrender and signed by
the Holder of such Security, as to compliance with such restrictions on
transfer. The Registrar shall not be required to accept for such registration of
transfer or exchange any Security not so accompanied by a properly completed
certificate.

     (c) The restrictions imposed by the Legend upon the transferability of any
Security shall cease and terminate when such Security has been sold pursuant to
an effective registration statement under the Securities Act or transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.13 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable in form and substance to the Company, addressed to the
Company, to the effect that the transfer of such Security has been made in
compliance with Rule 144 or such successor provision), be exchanged for a new
Security, of like tenor and aggregate principal amount, which shall not bear the
restrictive Legend. The Company shall inform the Trustee of the effective date
of any registration statement registering the Securities under the Securities
Act. The Trustee shall not be liable for any action taken or omitted to be taken
by it in good faith in accordance with the aforementioned opinion of counsel or
registration statement.

     (d) As used in the preceding two paragraphs of this Section 2.13, the term
"transfer" encompasses any sale, pledge, transfer, loan, hypothecation, or other
disposition of any Security.

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

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

                                       18
<PAGE>

          a Person other than the Depositary or a nominee thereof shall not be a
          Global Security.

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

     (3)  Subject to the provisions of clause (5) below, the registered Holder
          may grant proxies and otherwise authorize any Person, including Agent
          Members (as defined below) and Persons that may hold interests through
          Agent Members, to take any action which a holder is entitled to take
          under this Indenture or the Securities.

     (4)  In the event of the occurrence of any of the events specified in
          clause (1) above, the Company will promptly make available to the
          Trustee a reasonable supply of Certificated Securities in definitive,
          fully registered form, without interest coupons.

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

     Section 2.14 CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided,
however, that neither the Company nor the Trustee shall have any responsibility
for any defect in the "CUSIP" number that appears on any

                                       19
<PAGE>
Security, check, advice of payment or redemption notice, and any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify
the Trustee in the event of any change in the CUSIP numbers.

     Section 2.15 Original Issue Discount. The Trustee on behalf of the Holders
agrees (i) that for United States federal income tax purposes the Securities
will be treated as indebtedness subject to the Treasury regulations governing
contingent payment debt instruments, (ii) that the Holders will report original
issue discount and interest on the Securities in accordance with the Company's
determination of both the "comparable yield" and the "projected payment
schedule" and (iii) to be bound by the Company's application of the Treasury
regulations that govern contingent payment debt instruments. For this purpose,
the "comparable yield" for the Securities is 7.75% compounded semi-annually and
the "projected payment schedule" may be obtained by contacting the Company at
the address set forth in Section 11.2. The Company shall file with the Trustee
no later than the end of each calendar year (i) a written notice specifying the
amount of original issue discount (including daily rates and accrual periods)
accrued on outstanding Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be
relevant under the United States Internal Revenue Code of 1986, as amended from
time to time (the "Code").

                                  Article III

                            REDEMPTION AND PURCHASES

     Section 3.1 Company's Right to Redeem; Notices to Trustee. The Company, at
its option, may redeem the Securities in accordance with the provisions of
Paragraph 5 of the Securities. If the Company elects to redeem Securities
pursuant to Paragraph 5 or Paragraph 10 of the Securities, it shall notify the
Trustee in writing of the Redemption Date, the principal amount at maturity of
Securities to be redeemed and that such redemption is being made pursuant to
Paragraph 5 or Paragraph 10 of the Securities.

     The Company shall give each notice to the Trustee provided for in this
Section 3.1 at least 45 days before the redemption date unless the Trustee
consents to a shorter period or unless a shorter period is required by the
applicable Gaming Authority with respect to a redemption pursuant to Paragraph
10 of the Securities. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

     Section 3.2 Selection of Securities to Be Redeemed. If fewer than all the
Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by a method that complies with applicable legal
and securities exchange requirements, if any, and that the Trustee considers
appropriate and in accordance with methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal amount at maturity
of Securities that have denominations

                                       20
<PAGE>
larger than $1,000. Securities and portions of Securities the Trustee selects
shall be in principal amounts at maturity of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

     If any Security selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Security
so selected, the converted portion of such Security shall be deemed (so far as
may be) to be the portion selected for redemption. Securities which have been
converted during a selection of Securities to be redeemed may be treated by the
Trustee as outstanding for the purpose of such selection.

     Section 3.3 Notice of Redemption. At least 15 days but not more than 60
days before a Redemption Date, the Company or the Trustee shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed.

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

     (1)  the Redemption Date;

     (2)  the Redemption Price;

     (3)  the then existing Conversion Rate;

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

     (5)  that Securities called for redemption may be converted at any time
          before the close of business on the date that is two Business Days
          prior to the Redemption Date;

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

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

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

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

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

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense, provided that the Company
makes such request at least three Business Days prior to the date by which such
notice of redemption must be given to Holders in accordance with this Section
3.3.

                                       21
<PAGE>


     Section 3.4 Effect of Notice of Redemption. Once notice of redemption is
given, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice except for Securities
which are converted in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price stated in the notice.

     Section 3.5 Deposit of Redemption Price. Prior to 10:00 a.m. (New York City
time), on the Redemption Date, the Company shall deposit with the Paying Agent
(or if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the Redemption Price of all
Securities to be redeemed on that date other than Securities or portions of
Securities called for redemption which on or prior thereto have been delivered
by the Company to the Trustee for cancellation or have been converted. The
Paying Agent shall as promptly as practicable return to the Company any money
not required for that purpose because of conversion of Securities pursuant to
Article X. If such money is then held by the Company in trust and is not
required for such purpose it shall be discharged from such trust.

     Section 3.6 Securities Redeemed in Part. Upon surrender of a Security that
is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in principal amount at maturity to the unredeemed portion of
the Security surrendered.

     Section 3.7 Purchase of Securities by the Company at Option of the Holder.
(a) General. Securities shall be purchased by the Company pursuant to Paragraph
7 of the Securities at the option of the Holder on January 29, 2006, January 29,
2008, January 29, 2013, January 29, 2018, January 29, 2023 and January 29, 2028
or the next Business Day following such dates to the extent such dates are not
Business Days (each, a "Purchase Date"), at the Accreted Value plus accrued and
unpaid cash interest, if any, on such Purchase Date (the "Purchase Price").
Purchases of Securities hereunder shall be made, at the option of the Holder
thereof, upon:

     (1)  delivery to the Paying Agent by the Holder of a written notice of
          purchase (a "Purchase Notice") during the period beginning at any time
          from the opening of business on the date that is 20 Business Days
          prior to the relevant Purchase Date until the close of business on the
          last day prior to such Purchase Date stating:

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

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

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

          (D) in the event the Company elects, pursuant to Section 3.7(b), to
          pay the Purchase Price, in whole or in part, in Common Stock but such
          portion of the

                                       22
<PAGE>

          Purchase Price shall ultimately be paid to such Holder entirely in
          cash because any of the conditions to payment of the Purchase Price in
          shares of Common Stock is not satisfied prior to the close of business
          on the last day prior to the relevant Purchase Date, as set forth in
          Section 3.7(d), whether such Holder elects (i) to withdraw such
          Purchase Notice as to some or all of the Securities to which such
          Purchase Notice relates (stating the principal amount and certificate
          numbers, if any, of the Securities as to which such withdrawal shall
          relate), or (ii) to receive cash in respect of the entire Purchase
          Price for all Securities (or portions thereof) to which such Purchase
          Notice relates; and

     (2)  delivery of such Security to the Paying Agent prior to, on or after
          the Purchase Date (together with all necessary endorsements) at the
          offices of the Paying Agent, such delivery being a condition to
          receipt by the Holder of the Purchase Price therefor; provided,
          however, that such Purchase Price shall be so paid pursuant to this
          Section 3.7 only if the Security so delivered to the Paying Agent
          shall conform in all respects to the description thereof in the
          related Purchase Notice, as determined by the Company.

     If a Holder, in such Holder's Purchase Notice and in any written notice of
withdrawal delivered by such Holder pursuant to the terms of Section 3.9, fails
to indicate such Holder's choice with respect to the election set forth in
clause (D) of Section 3.7(a)(1), such Holder shall be deemed to have elected to
receive cash in respect of the entire Purchase Price for all Securities subject
to such Purchase Notice in the circumstances set forth in such clause (D).

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.7, a portion of a Security, if the principal amount at maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.7 shall be consummated by the delivery to the Paying Agent of the
consideration to be received by the Holder promptly following the later of the
Purchase Date and the time of delivery of the Security.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Purchase Notice contemplated by this Section 3.7(a) shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the last day prior to the Purchase Date by delivery of a written
notice of withdrawal to the Paying Agent in accordance with Section 3.9.

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

     (b) Company's Right to Elect Manner of Payment of Purchase Price for
Payment. The Securities to be purchased on any Purchase Date other than the
Purchase Date on January 29, 2006 (or, if such day is not a Business Day, the
next Business Day following such date) pursuant to Section 3.7(a) may be paid
for, in whole or in part, at the election of the Company, in U.S. legal

                                       23
<PAGE>

tender ("cash") or shares of Common Stock, or in any combination of cash and
shares of Common Stock, subject to the conditions set forth in Sections 3.7(c)
and (d). The Company shall designate, in the Company Notice delivered pursuant
to Section 3.8(d), whether the Company will purchase the Securities for cash or
Common Stock, or, if a combination thereof, the percentages of the Purchase
Price of Securities in respect of which it will pay in cash and in Common Stock;
provided that the Company will pay cash for fractional interests in shares of
Common Stock. For purposes of determining the existence of potential fractional
interests, all Securities subject to purchase by the Company held by a Holder
shall be considered together (no matter how many separate certificates are to be
presented). Each Holder whose Securities are purchased pursuant to this Section
3.7 shall receive the same percentage of cash or shares of Common Stock in
payment of the Purchase Price for such Securities, except (i) as provided in
Section 3.7(d) with regard to the payment of cash in lieu of fractional shares
of Common Stock and (ii) in the event that the Company is unable to purchase the
Securities of a Holder or Holders for Common Stock because any necessary
qualifications or registrations of the Common Stock under applicable state
securities laws cannot be obtained, the Company may purchase the Securities of
such Holder or Holders for cash. The Company may not change its election with
respect to the consideration (or components or percentages of components
thereof) to be paid once the Company has given its Company Notice to Holders
except pursuant to this Section 3.7(b) or pursuant to Section 3.7(d) in the
event of a failure to satisfy, prior to the close of business on the last day
prior to the Purchase Date, any condition to the payment of the Purchase Price,
in whole or in part, in shares of Common Stock.

     At least three Business Days before each Company Notice Date, the Company
shall deliver an Officers' Certificate to the Trustee specifying:

          (i) the manner of payment selected by the Company,

          (ii) the information required by Section 3.7(e) in the Company Notice,

          (iii) if the Company elects to pay the Purchase Price, or a specified
     percentage thereof, in Common Stock, that the conditions to such manner of
     payment set forth in Section 3.7(d) have been or will be complied with and

          (iv) whether the Company desires the Trustee to give the Company
     Notice required by Section 3.7(e).

     (c) Purchase with Cash. At the option of the Company, the Purchase Price of
Securities in respect of which a Purchase Notice pursuant to Section 3.7(a) has
been given, or a specified percentage thereof, may be paid by the Company with
cash equal to the aggregate Purchase Price of such Securities.

     (d) Payment by Issuance of Common Stock. At the option of the Company, the
Purchase Price of Securities in respect of which a Purchase Notice pursuant to
Section 3.7(a) has been given, or a specified percentage thereof, may be paid by
the Company by the issuance of a number of shares of Common Stock equal to the
quotient obtained by dividing (i) the portion of the Purchase Price to be paid
in shares of Common Stock by (ii) the Market Price of one share of

                                       24
<PAGE>

Common Stock as determined by the Company in the Company Notice, subject to the
next succeeding paragraph.

     The Company will not issue fractional shares of Common Stock in payment of
the Purchase Price. Instead, the Company will pay cash based on the current
Market Price for all fractional shares. The current market value of a fractional
share shall be determined to the nearest 1/1,000th of a share, by multiplying
the Market Price of a full share by the fractional amount and rounding to the
nearest whole cent. It is understood that if a Holder elects to have more than
one Security purchased, the number of shares of Common Stock shall be based on
the aggregate amount of Securities to be purchased.

     If the Company elects to purchase the Securities in whole or in part by the
issuance of Common Stock, the Company Notice, as provided in Section 3.7(e),
shall be sent to the Holders (and to beneficial owners as and to the extent
required by applicable law) not less than 20 Business Days prior to such
Purchase Date (the "Company Notice Date").

     The Company's right to exercise its election to purchase Securities through
the issuance of Common Stock shall be conditioned upon:

          (i) the Company's having given timely Company Notice of an election to
     purchase all or a specified percentage of the Securities with Common Stock
     as provided herein;

          (ii) the registration of such shares of Common Stock under the
     Securities Act of 1933, as amended (the "Securities Act"), or the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each
     case, if required;

          (iii) the listing of such shares of Common Stock on the principal
     national securities exchange (currently the NYSE) on which the shares of
     Common Stock are listed;

          (iv) any necessary qualification or registration under applicable
     state securities laws or the availability of an exemption from such
     qualification and registration; and

          (v) the receipt by the Trustee of an Officers' Certificate and an
     Opinion of Counsel each stating that (A) the terms of the issuance of the
     Common Stock are in conformity with this Indenture and (B) the shares of
     Common Stock to be issued by the Company in payment of the Purchase Price
     in respect of Securities have been duly authorized and, when issued and
     delivered pursuant to the terms of this Indenture in payment of the
     Purchase Price in respect of the Securities, will be validly issued, fully
     paid and non-assessable and, to the best of such counsel's knowledge, free
     from preemptive rights, and, in the case of such Officers' Certificate,
     stating that the conditions above and the condition set forth in the second
     succeeding sentence have been satisfied and, in the case of such Opinion of
     Counsel, stating that the conditions in clauses (i) through (iv) above have
     been satisfied.

     Such Officers' Certificate shall also set forth the number of shares of
Common Stock to be issued for each $1,000 principal amount at maturity of
Securities and the Closing Sale Price of a share of Common Stock on each trading
day during the period beginning on the first trading day of

                                       25
<PAGE>
the period during which the Market Price is calculated and ending on the third
day prior to the applicable Purchase Date. The Company may pay the Purchase
Price (or any portion thereof) in shares of Common Stock only if the information
necessary to calculate the Market Price is published in a daily newspaper of
national circulation or is otherwise publicly available. If the foregoing
conditions are not satisfied with respect to a Holder or Holders prior to the
close of business on the last day prior to the Purchase Date, and the Company
has elected to purchase the Securities pursuant to this Section 3.7 through the
issuance of Common Stock, the Company shall pay the entire Purchase Price of the
Securities of such Holder or Holders in cash.

     The "Market Price" means the average of the Closing Sale Prices of the
Common Stock for the five trading day period ending on the third Business Day
prior to the applicable Purchase Date (if the third Business Day prior to the
applicable Purchase Date is a trading day, or if not, then on the last trading
day prior to the third Business Day), appropriately adjusted to take into
account the occurrence, during the period commencing on the first of the trading
days during the five trading day period and ending on the Purchase Date, of any
event described in Sections 10.6, 10.7 or 10.8; subject, however, to the
conditions set forth in Sections 10.10 and 10.11.

     The "Closing Sale Price" of the Common Stock on any date means the closing
per share sale price (or, if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date as reported on the NYSE or,
if the Common Stock is not listed on the NYSE, then on the principal other
national or regional securities exchange on which the Common Stock then is
listed, or if the Common Stock is not listed on a U.S. national or regional
exchange, as reported on the National Association of Securities Dealers
Automated Quotation System, or if the Common Stock is not quoted on the National
Association of Securities Dealers Automated Quotation System, as reported on the
principal other market on which the Common Stock is then traded. In the absence
of such quotations, the Company shall be entitled to determine the sales price
on the basis of such quotations as it considers appropriate.

     Upon determination of the actual number of shares of Common Stock to be
issued upon redemption of Securities, the Company will disseminate a press
release through Dow Jones & Company, Inc. or Bloomberg Business News containing
this information or publish the information on the Company's Web site or through
such other public medium as the Company may use at that time.

     (e) Notice of Election. In connection with any election by the Company to
pay the Purchase Price for the Securities in whole or in part by the issuance of
Common Stock pursuant to Paragraph 7 of the Securities, the Company shall give
notice to Holders setting forth information specified in this Section 3.7(e)
(the "Company Notice").

     The Company Notice shall:

     (1)  state that each Holder will receive shares of Common Stock with a
          Market Price determined as of a specified date prior to the Purchase
          Date equal to such specified percentage of the Purchase Price of the
          Securities held by such Holder (except any cash amount to be paid in
          lieu of fractional shares);

                                       26
<PAGE>

     (2)  describe the method of calculating the Market Price of the Common
          Stock; and

     (3)  state that because the Market Price of Common Stock will be determined
          prior to the Purchase Date, Holders of the Securities will bear the
          market risk with respect to the value of the Common Stock to be
          received from the date such Market Price is determined to the Purchase
          Date.

     In any case, each Company Notice shall include a form of Purchase Notice to
be completed by a Holder and shall state:

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

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

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

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

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

          (vii) the procedures the Holder must follow to exercise its put rights
     under this Section 3.7 and a brief description of those rights;

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

          (ix) the procedures for withdrawing a Purchase Notice (including,
     without limitation, for a conditional withdrawal pursuant to the terms of
     Section 3.7(a)(1)(D) or Section 3.9);

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

          (xi) the CUSIP number of the Securities.

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

     (f) Covenants of the Company. All Common Stock delivered upon purchase of
the Securities pursuant to Section 3.7 or Section 3.8 shall be newly issued
shares or treasury shares, shall be duly authorized, validly issued, fully paid
and nonassessable, and shall be free from preemptive rights and free of any lien
or adverse claim.

                                       27
<PAGE>

     (g) Procedure upon Purchase. The Company shall deposit cash (in respect of
cash purchases under this Section 3.7 or for fractional interests, as
applicable) or Common Stock, or a combination thereof, as applicable, at the
time and in the manner as provided in Section 3.10, sufficient to pay the
aggregate Purchase Price of all Securities to be purchased pursuant to this
Section 3.7. As soon as practicable after the Purchase Date, the Company shall
deliver to each Holder entitled to receive Common Stock through the Paying
Agent, a certificate for the number of full shares of Common Stock issuable in
payment of the Purchase Price and cash in lieu of any fractional interests. The
Person in whose name the certificate in global form for the shares of Common
Stock is registered shall be treated as a holder of record of the Common Stock
on the Business Day following the Purchase Date. No payment or adjustment will
be made for dividends on the shares of Common Stock, the record date for which
dividends occurred on or prior to the Purchase Date.

     (h) Taxes. If a Holder of a purchased Security is paid in shares of Common
Stock pursuant to this Section 3.7, the Company shall pay all stamp and other
duties, if any, which may be imposed by the United States or any political
subdivision thereof or taxing authority thereof or therein with respect to the
issuance of Common Stock. However, the Holder shall pay any such tax which is
due because the Holder requests the shares of Common Stock to be issued in a
name other than the Holder's name. The Paying Agent may refuse to deliver the
certificates representing the shares of Common Stock being issued in a name
other than the Holder's name until the Paying Agent receives a sum sufficient to
pay any tax which will be due because the shares of Common Stock are to be
issued in a name other than the Holder's name. Nothing herein shall preclude any
income tax withholding required by law or regulations.

     Section 3.8 Purchase of Securities at Option of the Holder upon a Change in
Control. (a) If a Change in Control occurs, the Securities not previously
purchased by the Company shall be purchased by the Company, at the option of the
Holder thereof, at the Purchase Price on the Change in Control Purchase Date
(the "Change in Control Purchase Price"), as of the date that is 45 days after
the date of the Change in Control Purchase Notice delivered by the Company (the
"Change in Control Purchase Date"), subject to satisfaction by or on behalf of
the Holder of the requirements set forth in Section 3.8(c).

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

          (i) any person, including any syndicate or group deemed to be a
     "person" under Section 13(d)(3) of the Exchange Act, acquires beneficial
     ownership, directly or indirectly, through a purchase, merger or other
     acquisition transaction or series of transactions, of shares of the
     Company's Capital Stock entitling the person to exercise 50% or more of the
     total voting power of all shares of the Company's Capital Stock that are
     entitled to vote generally in elections of directors, other than an
     acquisition by the Company, any of its Subsidiaries or any of its employee
     benefit plans and other than any transaction contemplated by clause
     (a)(ii)(B) of this Section 3.8; or

          (ii) the Company merges or consolidates with or into any other person
     (other than a Subsidiary), any merger of another person (other than a
     Subsidiary) into the Company, or the Company conveys, sells, transfers or
     leases all or substantially all of its

                                       28
<PAGE>

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

Notwithstanding the foregoing provisions of this Section 3.8, a Change in
Control shall not be deemed to have occurred if (A) the Closing Sale Price per
share of Common Stock on the NYSE or, if the shares of Common Stock are not
listed on the NYSE, on the principal other national or regional securities
exchange on which the shares of Common Stock are then listed, or if the shares
of Common Stock are not listed on a U.S. national or regional exchange, as
reported on the National Association of Securities Dealers Automated Quotation
System, of if the shares of Common Stock are not quoted on the National
Association of Securities Dealers Automated Quotation System, as reported on the
principal other market on which the shares of Common Stock are then traded, for
any five trading days within the period of 10 consecutive trading days ending
immediately after the later of the Change in Control or the public announcement
of the Change in Control, in the case of a Change in Control relating to an
acquisition of Capital Stock, or the period of 10 consecutive trading days
ending immediately before the Change in Control, in the case of Change in
Control relating to a merger, consolidation or asset sale, equals or exceeds
105% of the conversion price of the Securities in effect on each of those
trading days or (B) all of the consideration (excluding cash payments for
fractional shares and cash payments made pursuant to dissenters' appraisal
rights) in a merger or consolidation otherwise constituting a Change in Control
under clause (i) and/or clause (ii) above consists of shares of common stock
traded on a national securities exchange or quoted on the Nasdaq National Market
(or will be so traded or quoted immediately following the merger or
consolidation) and as a result of the merger or consolidation the Securities
become convertible into such common stock. For purposes of this Section 3.8, (x)
the conversion price is equal to $1,000 divided by the Conversion Rate, (y)
whether a Person is a "beneficial owner" shall be determined in accordance with
Rule 13d-3 under the Exchange Act and (z) "Person" includes any syndicate or
group that would be deemed to be a "person" under Section 13(d)(3) of the
Exchange Act.

     At the option of the Company, all or a specified percentage of the Change
in Control Purchase Price of Securities in respect of which a Change in Control
Purchase Notice pursuant to Section 3.8(b) has been given may be paid by the
Company by the issuance of a number of shares of Common Stock or, in the case of
a merger in which the Company is not the surviving corporation, common stock,
ordinary shares, American Depositary Shares or analogous securities of the
surviving corporation or its direct or indirect parent, equal to the quotient
obtained by dividing (i) the amount of cash to which the Holders would have been
entitled had the Company elected to pay all or a specified percentage of the
Change in Control Purchase Price of such

                                       29
<PAGE>

Securities in cash, (ii) the product of (A) the Market Price of the Common
Stock, subject to the next succeeding paragraph and (B) 0.95.

     The Company will not issue fractional shares of Common Stock in payment of
the Change in Control Purchase Price. Instead the Company will pay cash based on
the current Market Price for all fractional shares. The current market value of
a fractional share shall be determined to the nearest 1/1,000th of a share, by
multiplying the Market Price of a full share by the fractional amount and
rounding to the nearest whole cent. It is understood that if a Holder elects to
have more than one Security purchased, the number of shares of Common Stock
shall be based on the aggregate amount of Securities to be purchased.

     In the event that the Company is unable to purchase the Securities of a
Holder or Holders for Common Stock because any necessary qualifications or
registrations of the Common Stock under applicable state securities laws cannot
be obtained, the Company may purchase the Securities of such Holder or Holders
for cash. The Company may not change its election with respect to the
consideration to be paid once the Company has given its Change in Control Notice
to Securityholders except pursuant to this Section 3.8(a) or pursuant to Section
3.8(b) in the event of a failure to satisfy, prior to the close of business on
the Change in Control Purchase Date, any condition to the payment of the Change
in Control Purchase Price in shares of Common Stock.

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

          (i) the manner of payment selected by the Company;

          (ii) the information required by Section 3.8(b);

          (iii) if the Company elects to pay all or a specified percentage of
     the Change in Control Purchase Price in shares of Common Stock, that the
     conditions to such manner of payment set forth in Section 3.8(a) have been
     or will be complied with; and

          (iv) whether the Company desires the Trustee to give the Change in
     Control Notice required by Section 3.8(b).

     The Company's right to exercise its election to purchase Securities through
the issuance of Common Stock shall be conditioned upon:

          (i) the Company's giving of timely Change in Control Notice to
     purchase Securities with Common Stock as provided herein;

          (ii) the registration of such Common Stock under the Securities Act or
     the Exchange Act, in each case, if required;

          (iii) such Common Stock shall have been listed on the principal
     national or regional securities exchange (currently the NYSE) on which the
     shares of Common Stock are then listed, or if the shares of Common Stock
     are not listed on a national or regional exchange, then on the National
     Association of Securities

                                       30
<PAGE>

     Dealers Automated Quotation System, of if the Common Stock are not quoted
     on the National Association of Securities Dealers Automated Quotation
     System, then on the principal other market on which the Common Stock are
     then traded;

          (iv) any necessary qualification or registration under applicable
     state securities laws or the availability of an exemption from such
     qualification and registration; and

          (v) the receipt by the Trustee of an Officers' Certificate and an
     Opinion of Counsel each stating that (A) the terms of the issuance of the
     Common Stock are in conformity with this Indenture and (B) the shares of
     Common Stock to be issued by the Company in payment of all or a specified
     percentage of the Change in Control Purchase Price in respect of Securities
     have been duly authorized and, when issued and delivered pursuant to the
     terms of this Indenture in payment of all or a specified percentage of the
     Change in Control Purchase Price in respect of the Securities, will be
     validly issued, fully paid and non-assessable and, to the best of such
     counsel's knowledge, free from preemptive rights, and, in the case of such
     Officers' Certificate, stating that the conditions above and the condition
     set forth in the second succeeding sentence have been satisfied and, in the
     case of such Opinion of Counsel, stating that the conditions above have
     been satisfied.

     Such Officers' Certificate shall also set forth (i) the number of shares of
Common Stock of to be issued for each $1,000 principal amount at maturity of
Securities, (ii) the Closing Sale Price of a share of Common Stock on each
trading day during the period commencing on the first trading day of the period
during which the Market Price is calculated and ending on the third Business Day
prior to the Change in Control Purchase Date and (iii) the Market Price of the
Common Stock. The Company may pay the Change in Control Purchase Price in Common
Stock only if the information necessary to calculate the Market Price is
published in a daily newspaper of national circulation or is otherwise publicly
available or obtainable (e.g., by dissemination on the World Wide Web or by
other public means). If the foregoing conditions are not satisfied with respect
to a Holder or Holders prior to the close of business on the Change in Control
Purchase Date and the Company has elected to purchase the Securities pursuant to
this Section 3.8 through the issuance of Common Stock, the Company shall pay the
entire Purchase Price of the Securities of such Holder or Holders in cash.

     Upon determination of the actual number of shares of Common Stock to be
issued for each $1,000 principal amount at maturity of Securities (not later
than the third Business Day prior to the Change in Control Purchase Date), the
Company shall publish such determination through Dow Jones & Company, Inc. or
Bloomberg Business News or otherwise make such information publicly available.

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

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

                                       31
<PAGE>

     (2)  the date by which the Change in Control Purchase Notice pursuant to
          this Section 3.8 must be given;

     (3)  the Change in Control Purchase Date;

     (4)  the Change in Control Purchase Price;

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

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

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

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

     (9)  that the Change in Control Purchase Price for any Security as to which
          a Change in Control Purchase Notice has been duly given and not
          withdrawn will be paid promptly following the later of the Change in
          Control Purchase Date and the time of surrender of such Security as
          described in (8);

     (10) briefly, the procedures the Holder must follow to exercise rights
          under this Section 3.8;

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

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

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

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

     In the event the Company has elected to pay all or a specified percentage
of the Change in Control Purchase Price with shares of Common Stock, the Change
in Control Notice shall:

     (1)  state that the Company will pay the Change in Control Purchase Price
          with shares of Common Stock;

     (2)  describe the method of calculating the number of shares of Common
          Stock to be paid;

     (3)  state that because the Market Price of the Common Stock will be
          determined prior to the Change in Control Purchase Date, Holders will
          bear the market risk with

                                       32
<PAGE>

          respect to the value of the shares of Common Stock to be received from
          the date such Market Price is determined to the Change in Control
          Purchase Date.

     (c) A Holder may exercise its rights specified in Section 3.8(a) upon
delivery of a written notice of purchase (a "Change in Control Purchase Notice")
to the Paying Agent at any time on or prior to the 30th day after the date the
Company delivers its written Change in Control Purchase Notice, stating:

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

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

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

     (4)  in the event the Company elects, pursuant to Section 3.8(b), to pay
          all or a specified percentage the Change in Control Purchase Price in
          Common Stock but the Change in Control Purchase Price shall ultimately
          be payable to such Holder in cash because any of the conditions to
          payment of the Change in Control Purchase Price in Common Stock are
          not satisfied prior to the close of business on the Change in Control
          Purchase Date, whether such Holder elects (i) to withdraw such Change
          in Control Purchase Notice as to some or all of the Securities to
          which such Change in Control Purchase Notice relates (stating the
          principal amount at maturity and certificate numbers, if any, of the
          Securities as to which such withdrawal shall relate), or (ii) to
          receive cash in respect of the entire Change in Control Purchase Price
          for all Securities (or portions thereof) to which such Change in
          Control Purchase Notice relates.

     If a Holder, in such Holder's Change in Control Purchase Notice and in any
written notice of withdrawal delivered by such Holder pursuant to the terms of
Section 3.9, fails to indicate such Holder's choice with respect to the election
set forth in clause (4) above, such Holder shall be deemed to have elected to
receive cash in respect of the Change in Control Purchase Price for all
Securities subject to such Change in Control Purchase Notice in the
circumstances set forth in such clause (4).

     The delivery of such Security to the Paying Agent with the Change in
Control Purchase Notice (together with all necessary endorsements) at the
offices of the Paying Agent shall be a condition to the receipt by the Holder of
the Change in Control Purchase Price therefor; provided, however, that such
Change in Control Purchase Price shall be so paid pursuant to this Section 3.8
only if the Security so delivered to the Paying Agent shall conform in all
material respects to the description thereof set forth in the related Change in
Control Purchase Notice.

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security if the principal amount at maturity of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

                                       33







<PAGE>
     Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.8 shall be consummated by the delivery of the consideration to be
received by the Holder on the Change of Control Purchase Date.

     (d) Covenants of the Company. All shares of Common Stock delivered upon
purchase of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable, and
shall be free from preemptive rights and free of any lien or adverse claim.

     (e) Procedure upon Purchase. The Company shall deposit cash (in respect of
a cash purchases under this Section 3.8 or for fractional shares of Common
Stock, as applicable) or Common Stock, or a combination thereof, as applicable,
at the time and in the manner as provided in Section 3.11, sufficient to pay the
aggregate Change in Control Purchase Price of all Securities to be purchased
pursuant to this Section 3.8. As soon as practicable after the Purchase Date,
the Company shall deliver to each Holder entitled to receive Common Stock
through the Paying Agent, a certificate in global form for the number of full
shares of Common Stock issuable in payment of the Change in Control Purchase
Price and cash in lieu of any fractional shares. The Person in whose name the
certificate for shares of Common Stock is registered shall be treated as a
holder of record of Common Stock on the Business Day following the Change in
Control Purchase Date. No payment or adjustment will be made for dividends on
the shares of Common Stock on the record date for which occurred on or prior to
the Change in Control Purchase Date.

     (f) Taxes. If a Holder of a purchased Security is paid in Common Stock
pursuant to this Section 3.8, the Company shall pay all, stamp and other duties,
if any, which may be imposed by the United States or any political subdivision
thereof or taxing authority thereof or therein with respect to the issuance of
shares of Common Stock. However, the Holder shall pay any such tax which is due
because the Holder requests the shares of Common Stock to be issued in a name
other than the Holder's name. The Paying Agent may refuse to deliver the
certificates representing the shares of Common Stock being issued in a name
other than the Holder's name until the Paying Agent receives a sum sufficient to
pay any tax which will be due because the shares of Common Stock are to be
issued in a name other than the Holder's name. Nothing herein shall preclude any
income tax withholding required by law or regulations.

     Section 3.9 Effect of Purchase Notice or Change in Control Purchase Notice.
Upon receipt by the Paying Agent of the Purchase Notice or Change in Control
Purchase Notice specified in Section 3.7(a) or Section 3.8(c), as applicable,
the Holder of the Security in respect of which such Purchase Notice or Change in
Control Purchase Notice, as the case may be, was given shall (unless such
Purchase Notice or Change in Control Purchase Notice, as the case may be, is
withdrawn as specified in the following two paragraphs) thereafter be entitled
to receive solely the Purchase Price or Change in Control Purchase Price, as the
case may be, with respect to such Security. Such Purchase Price or Change in
Control Purchase Price shall be paid to such Holder, subject to receipts of
funds and/or securities by the Paying Agent, promptly following the later of (x)
the Purchase Date or the Change in Control Purchase Date, as the case may be,
with respect to such Security (provided the conditions in Section 3.7(d) or
Section 3.8(c), as applicable, have been satisfied) and (y) the time of delivery
of such Security to the Paying Agent by the Holder thereof in the manner
required by Section 3.7(d) or Section 3.8(c), as applicable. Securities in
respect of which a Purchase Notice or Change in Control Purchase Notice has been
given by the Holder


                                       34
<PAGE>

thereof may not be converted pursuant to Article X hereof on or after the date
of the delivery of such Purchase Notice or Change in Control Purchase Notice
unless such Purchase Notice or Change in Control Purchase Notice has first been
validly withdrawn as specified in the following two paragraphs.

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

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

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

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

     A written notice of withdrawal of a Purchase Notice may be in the form set
forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.7(a)(1)(D) or (ii) a conditional withdrawal containing the information set
forth in Section 3.7(a)(1)(D) and the preceding paragraph and contained in a
written notice of withdrawal delivered to the Paying Agent as set forth in the
preceding paragraph.

     Section 3.10 Deposit of Purchase Price or Change in Control Purchase Price.
Prior to 10:00 a.m. New York City time on the Purchase Date or the Change in
Control Purchase Date, as the case may be, the Company shall deposit with the
Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an
Affiliate of either of them is acting as the Paying Agent, shall segregate and
hold in trust as provided in Section 2.5) an amount of cash (in immediately
available funds if deposited on such Business Day) and/or shares of Common
Stock, if permitted hereunder, sufficient to pay the aggregate Purchase Price or
Change in Control Purchase Price, as the case may be, of all the Securities or
portions thereof which are to be purchased as of the Purchase Date or Change in
Control Purchase Date, as the case may be.

     Section 3.11 Securities Purchased in Part. Any Certificated Security which
is to be purchased only in part shall be surrendered at the office of the Paying
Agent (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate principal amount at maturity equal to, and in exchange
for, the portion of the principal amount at maturity of the Security so
surrendered which is not purchased.

                                       35
<PAGE>

     Section 3.12 Covenant to Comply With Securities Laws Upon Purchase of
Securities. When complying with the provisions of Section 3.7 or 3.8 hereof
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e- 4 and Rule 14e-1 (or any
successor provision) under the Exchange Act, (ii) file the related Schedule TO
(or any successor schedule, form or report) under the Exchange Act, and (iii)
otherwise comply with any applicable Federal and state securities laws so as to
permit the rights and obligations under Sections 3.7 and 3.8 to be exercised in
the time and in the manner specified in Sections 3.7 and 3.8.

     Section 3.13 Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any cash or shares of Common Stock that remain
unclaimed as provided in Paragraph 12 of the Securities, together with interest
or dividends, if any, thereon (subject to the provisions of Section 7.1(e)),
held by them for the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be; provided, however, that to the extent that the
aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.11 exceeds the aggregate Purchase Price or Change in
Control Purchase Price, as the case may be, of the Securities or portions
thereof which the Company is obligated to purchase as of the Purchase Date or
Change in Control Purchase Date, as the case may be, then, unless otherwise
agreed in writing with the Company, promptly after the Business Day following
the Purchase Date or Change in Control Purchase Date, as the case may be, the
Trustee shall return any such excess to the Company together with interest or
dividends, if any, thereon (subject to the provisions of Section 7.1(e)).


                                   ARTICLE IV

                                    COVENANTS

     Section 4.1 Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts of cash or shares of
Common Stock to be given to the Trustee or Paying Agent, shall be deposited with
the Trustee or Paying Agent by 10:00 a.m. New York City time by the Company on
the required date. The Company may, at its option, make payments in respect of
the Securities by check mailed to a Holder's registered address or, with respect
to global Securities, by wire transfer. The Company shall make any required
interest payments to the Person in whose name each Security is registered at the
close of business on the record date for such interest payment. Principal
amount, Accreted Value plus accrued interest, if any, Redemption Price, Purchase
Price, Change in Control Purchase Price and cash interest, if any, shall be
considered paid on the applicable date due if on such date (or, in the case of a
Purchase Price or Change in Control Purchase Price, on the Business Day
following the applicable Purchase Date or Change in Control Purchase Date, as
the case may be) the Trustee or the Paying Agent holds, in accordance with this
Indenture, cash or securities, if permitted hereunder, sufficient to pay all
such amounts then due.

     Section 4.2 SEC and Other Reports. The Company shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual report and of the
information, documents and other reports (or copies

                                       36
<PAGE>

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

     Section 4.3 Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof, the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

     Section 4.4 Further Instruments and Acts. Upon request of the Trustee, the
Company will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purposes of this Indenture.

     Section 4.5 Maintenance of Office or Agency. The Company will maintain in
the Borough of Manhattan, the City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of The Bank of New York, at 101 Barclay
Street 8W, New York, New York 10286 (Attention: Corporate Trust Administration:
International Game Technology Zero-Coupon Convertible Debentures due 2033),
shall initially be such office or agency for all of the aforesaid purposes. The
Company shall give prompt written notice to the Trustee of the location, and of
any change in the location, of any such office or agency (other than a change in
the location of the Corporate Trust Office of the Trustee). If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 12.2.

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

                                       37
<PAGE>

     Section 4.6 Delivery of Certain Information. At any time when the Company
is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a
Holder or any beneficial owner of Securities or holder or beneficial owner of
shares of Common Stock issued upon conversion thereof, or in accordance with
Section 3.8(c), the Company will promptly furnish or cause to be furnished Rule
144A Information (as defined below) to such Holder or any beneficial owner of
Securities or holder or beneficial owner of shares of Common Stock, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a Person
is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

     Section 4.7 Notification of Upward Interest Adjustment. The Company shall
notify the Trustee upon the occurrence of an Upward Interest Adjustment as
contemplated by the form of Security attached hereto as Exhibit A and of the
effect that such Upward Interest Adjustment has upon transfers permitted by
Section 2.7. Unless and until the Trustee receives such certificate, the Trustee
may assume without inquiry that no Upward Interest Adjustment has occurred or is
required to have occurred.

     Section 4.8 Future Subsidiary Guarantees. (a) At any time in the future
that the Company's long term senior debt credit rating (or if the Securities
have been rated, the rating on the Securities) is below Baa3 by Moody's or BBB-
by Standard & Poor's, the Company shall cause each of its Domestic Subsidiaries
having an aggregate of $10,000,000 or more of Indebtedness or Preferred Stock
outstanding at any time to promptly become a Subsidiary Guarantor by causing
such Domestic Subsidiary to execute and deliver to the Trustee a Supplemental
Indenture in the form of Exhibit C hereto as contemplated by Section 11.6,
provided that (a) with respect to any Subsidiary acquired after the date of
issuance of the Securities in accordance with the terms of this Indenture, any
Indebtedness or Preferred Stock outstanding on or prior to the date on which
such Subsidiary was acquired by the Company (unless such Indebtedness or
Preferred Stock was incurred or issued, as applicable, as consideration for, or
to provide all or any portion of the funds or credit support utilized to
consummate, the transactions or series of transactions pursuant to which such
Subsidiary became a Subsidiary or was otherwise acquired by the Company), (b)
Indebtedness in respect of Capital Lease Obligations and Purchase Money
Indebtedness, and (c) intercompany indebtedness will not be considered
Indebtedness for purposes of this Section 4.8.

     (b) At any time in the future that the Company's long term senior debt
credit rating (or if the Securities have been rated, the rating on the
Securities) is below Baa3 by Moody's or BBB- by Standard & Poor's, if any of the
Company's Subsidiaries guarantee any other Indebtedness of the Company (other
than the Securities), the Company shall cause such Subsidiary to become a
Subsidiary Guarantor by causing such Subsidiary to execute and deliver to the
Trustee a Supplemental Indenture in the form of Exhibit C hereto as contemplated
by Section 11.6.

     (c) Any Subsidiary Guarantee granted hereunder shall be automatically and
unconditionally released and discharged upon any sale, exchange or transfer of
all of the Capital Stock in, or all or substantially all the assets of, the
applicable Subsidiary Guarantor (in each case other than to the Company or any
Affiliate of the Company).

                                       38
<PAGE>

     (d) Any Subsidiary Guarantee granted hereunder shall be released if the
Company's long term senior debt credit rating (or if the Securities have been
rated, the rating on the Securities) is Baa3 or higher by Moody's and BBB- or
higher by Standard & Poor's as long as no Event of Default has occurred and is
continuing hereunder.

     (e) The Company shall cease to be subject to this Section 4.8 on the
earlier of: (i) January 29, 2006, the first Purchase Date, and (ii) the date on
which none of the Company's other senior Indebtedness contains a future
subsidiary guarantee covenant.


                                   Article V

                              SUCCESSOR CORPORATION

     Section 5.1 When Company May Merge or Transfer Assets. The Company shall
not consolidate with or merge with or into any other Person or convey, transfer,
sell or lease its properties and assets substantially as an entirety to any
Person, permit any Person to consolidate with or merge into the Company, unless:

     (a) either (1) the Company shall be the surviving Person or (2) the
surviving Person (if other than the Company) formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance,
transfer or lease the properties and assets of the Company substantially as an
entirety (i) shall be organized and validly existing under the laws of the
United States or any State thereof or the District of Columbia and (ii) shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all of the
obligations of the Company under the Securities and this Indenture;

     (b) each Subsidiary Guarantor, if any, shall execute and deliver to the
Trustee a supplemental indenture confirming the obligation of such Subsidiary
Guarantor to pay the principal of and interest on the Securities pursuant to
such Subsidiary Guarantor's Subsidiary Guarantee;

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

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

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

                                       39
<PAGE>

obligations and covenants under this Indenture and the Securities. Subject to
Section 9.6, the Company, the Trustee and the successor Person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor Person and such discharge and release of the Company.


                                   Article VI

                              DEFAULTS AND REMEDIES

     Section 6.1 Events of Default. The following events shall be "Events of
Default":

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

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

     (3)  the Company fails to comply with any covenant or agreement in the
          Securities or in this Indenture (other than a failure that is the
          subject of the foregoing clauses (1) or (2)) and such failure
          continues for 60 days after receipt by the Company of a Notice of
          Default;

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

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

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

          (A)  commences a voluntary case;

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

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

                                       40
<PAGE>

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

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

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

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

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

          (D)  grants any similar relief under any foreign laws;

          and in each such case the order or decree remains unstayed and in
          effect for 60 days; or

     (8)  any Subsidiary Guarantee ceases to be in full force and effect (other
          than in accordance with the terms of this Indenture and such
          Subsidiary Guarantee) or any Subsidiary Guarantor denies or disaffirms
          its obligations under its Subsidiary Guarantee.

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

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

     A Default under clause (3) is not an Event of Default until the Trustee or
the Holders of at least 25% in aggregate principal amount of the Securities then
outstanding notify the Company (and in the case of such notice by Holders, the
Trustee) of the Default and the Company does not cure such Default within the
time specified after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

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

     Section 6.2 Acceleration. If an Event of Default (other than an Event of
Default specified in Section 6.1(7) or (8) with respect to the Company) occurs
and is continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding by
notice to the Company and the Trustee, may declare the

                                       41
<PAGE>

Accreted Value plus principal of and accrued and unpaid cash interest, if any,
on all the Securities to be immediately due and payable. Upon such a
declaration, such accelerated amount shall be due and payable immediately. If an
Event of Default specified in Section 6.1(7) or (8) with respect to the Company
occurs and is continuing, the Accreted Value plus accrued and unpaid cash
interest, if any, on all the Securities shall, automatically and without any
action by the Trustee or any Holder, become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding by notice to the Trustee and the Company and
without notice to any other Securityholder may rescind any declaration of
acceleration if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of the Accreted Value plus accrued and cash unpaid interest, if any,
that have become due solely as a result of acceleration. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

     Section 6.3 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Accreted Value plus accrued and unpaid cash interest, if any, on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

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

     Section 6.4 Waiver of Past Defaults. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding by notice to the
Trustee and without notice to any other Securityholder may waive an existing
Default and its consequences except (i) an Event of Default described in Section
6.1(1), (ii) a Default in respect of a provision that under Section 9.2 cannot
be amended without the consent of each Securityholder or (iii) a Default which
constitutes a failure to convert any Security in accordance with the terms of
Article X. When a Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right.

     Section 6.5 Control by Majority. The Holders of a majority in aggregate
principal amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 7.1, that the Trustee determines is prejudicial
to the rights of other Securityholders or would potentially involve the Trustee
in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to reasonable indemnification against all losses and expenses caused by taking
or not taking such action.

     Section 6.6 Limitation on Suits. A Securityholder may not pursue any remedy
with respect to this Indenture or the Securities unless:

                                       42
<PAGE>

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

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

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

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

     Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of the
Accreted Value, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, in respect of the Securities held by such Holder, on
or after the respective due dates expressed in such Holder's Securities or any
Redemption Date, and to convert the Securities in accordance with Article X, or
to bring suit for the enforcement of any such payment on or after such
respective dates or the right to convert, shall not be impaired or affected
without the consent of such Holder.

     Section 6.8 Collection Suit by Trustee. If an Event of Default specified in
Section 6.1(1) or (2) occurs and is continuing, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company for the
whole amount then due and owing (together with interest on any unpaid interest
to the extent lawful) and the amounts provided for in Section 7.7.

     Section 6.9 Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Securityholders allowed in
any judicial proceedings relative to the Company, its creditors or its property
and, unless prohibited by law or applicable regulations, may vote on behalf of
the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.7.

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

     FIRST: to the Trustee for amounts due under Section 7.7;

     SECOND: to Securityholders for amounts due and unpaid on the Securities for
the Accreted Value, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest,

                                       43
<PAGE>

if any, as the case may be, ratably, without preference or priority of any kind,
according to such amounts due and payable on the Securities; and

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

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

     Section 6.11 Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders
of more than 10% in aggregate principal amount of the Securities at the time
outstanding.

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


                                  Article VII

                                     TRUSTEE

     Section 7.1 Duties of Trustee. (a) If an Event of Default has occurred and
is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in its exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

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

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

     (2)  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.

                                       44
<PAGE>

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

     (1)  this paragraph does not limit the effect of Paragraph (b) of this
          Section 7.1;

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

     (3)  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 6.5.

     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to Paragraphs (a), (b) and (c) of this Section 7.1.

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

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

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

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

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

     Section 7.2 Rights of Trustee. (a) The Trustee may conclusively rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document. The Trustee may, however, in its discretion make such further
inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney at the expense of the Company and shall incur
no liability of any kind by reason of such inquiry or investigation.

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

                                       45
<PAGE>

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

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

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

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

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

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

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

     Section 7.3 Individual Rights of Trustee. The Trustee in its individual or
any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent,
Reset Rate Agent or co-registrar may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.

     Section 7.4 Trustee's Disclaimer. The Trustee shall not be responsible for
and makes no representation as to the validity, priority or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company or any Subsidiary Guarantor in this Indenture or in any
document issued in connection with the sale of the Securities or in the
Securities other than the Trustee's certificate of authentication.

                                       46
<PAGE>

     Section 7.5 Notice of Defaults. If a Default or Event of Default occurs and
is continuing and if it is actually known to a Trust Officer of the Trustee, the
Trustee shall mail to each Securityholder notice of the Default or Event of
Default within 90 days after it is known to a Trust Officer or written notice of
it is received by the Trustee. Except in the case of a Default described in
Section 6.1(1) or (2), the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders. The second sentence of this
Section 7.5 shall be in lieu of the proviso to Section 315(b) of the TIA and
such proviso is hereby expressly excluded from this Indenture, as permitted by
the TIA. The Trustee shall not be deemed to have knowledge of a Default unless a
Trust Officer of the Trustee has received written notice of such Default.

     Section 7.6 Reports by Trustee to Holders. Reports by Trustee to Holders.
As promptly as practicable after each December 31 beginning with December 31,
2003, and in any event prior to March 31 in each year, the Trustee shall mail to
each Securityholder a brief report dated as of December 31 each year that
complies with TIA Section 313(a), if and to the extent required by such
subsection. The Trustee shall also comply with TIA Section 313(b).

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

     Section 7.7 Compensation and Indemnity. The Company shall pay to the
Trustee from time to time such compensation as shall be agreed upon from time to
time in writing for its services. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company and each Subsidiary Guarantor
shall jointly and severally fully indemnify the Trustee against any and all
loss, liability, claim, damage or expense (including reasonable attorneys' fees
and expenses) incurred by it in connection with the acceptance and
administration of this trust and the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim (whether
asserted by the Company, any Holder or any other Person). The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company of any claim for which it may
seek indemnity of which a Trust Officer has actually received written notice
shall not relieve the Company or any Subsidiary Guarantor of its obligations
hereunder except to the extent such failure shall have materially prejudiced the
Company. The Company shall defend the claim and the Trustee shall cooperate in
the defense. If the Trustee is advised by counsel in writing that it may have
available to it defenses which are in conflict with the defenses available to
the Company, then the Trustee may have separate counsel and the Company and the
Subsidiary Guarantors shall pay the reasonable fees and expenses of such
counsel. The Company need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee through the Trustee's own
willful misconduct or negligence. The Company need not pay for any settlement
made by the Trustee without the Company's consent, such consent not to be
unreasonably withheld. All

                                       47
<PAGE>

indemnifications and releases from liability granted hereunder to the Trustee
shall extend to its officers, directors, employees, agents, attorneys,
custodians, successors and assigns.

     To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

     The Company's payment obligations pursuant to this Section shall survive
the resignation or removal of the Trustee and the discharge of this Indenture.
When the Trustee incurs expenses after the occurrence of a Default specified in
Section 6.1(5) or (6) with respect to the Company, the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.

     Section 7.8 Replacement of Trustee. The Trustee may resign at any time by
so notifying the Company and applicable Gaming Authorities at least 30 days
prior to the proposed resignation. The Holders of a majority in aggregate
principal amount of the Securities then outstanding may remove the Trustee by so
notifying the Trustee. The Company shall remove the Trustee if:

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

     (2)  the Trustee is adjudged bankrupt or insolvent;

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

     (4)  the Trustee otherwise becomes incapable of acting;

          or

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

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

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Securityholders. The
retiring Trustee shall upon payment of all of its costs and the costs of its
agents and counsel promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.7.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in aggregate principal amount at maturity

                                       48
<PAGE>

of the Securities then outstanding may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee.

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

     Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company's obligations under Section 7.7 shall continue for the benefit of
the retiring Trustee.

     Section 7.9 Successor Trustee by Merger. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation or banking association without
any further act shall be the successor Trustee.

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

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

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

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

                                       49
<PAGE>

Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of any omission), the Trustee shall have
received written instructions in response to such application specifying the
action to be taken or omitted.

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

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


                                  Article VIII

                             DISCHARGE OF INDENTURE

     Section 8.1 Discharge of Liability on Securities. When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.8) for cancellation or (ii) all outstanding
Securities have become due and payable, and the Company irrevocably deposits
with the Trustee cash or Common Stock sufficient to pay all amounts due and
owing on all outstanding Securities (other than Securities replaced pursuant to
Section 2.8), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section 7.7,
cease to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of this Indenture with respect to the Securities on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company.

     Section 8.2 Repayment to the Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

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


                                   Article IX

                                   AMENDMENTS

     Section 9.1 Without Consent of Holders. The Company, the Subsidiary
Guarantors, if any, and the Trustee may amend or supplement this Indenture or
the Securities without the consent of any Securityholder so long as such
changes, other than those in clause (2), do not materially and adversely affect
the interests of the Securityholders:

                                       50
<PAGE>

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

     (2)  to comply with Article V;

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

     (4)  to provide any security for or guarantee of the Securities or to
          release Subsidiary Guarantors from Subsidiary Guarantees as provided
          herein;

     (5)  to add additional guarantees with respect to the Securities or to
          release Subsidiary Guarantors from Subsidiary Guarantees as provided
          for herein;

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

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

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

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

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

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

     After an amendment under this Section 9.1 becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment. The
failure to give such notice to all such Securityholders, or any defect therein,
shall not impair or affect the validity of an amendment under this Section.

     Section 9.2 With Consent of Holders. With the written consent of the
Holders of at least a majority in aggregate principal amount at maturity of the
Securities at the time outstanding, the Company, the Subsidiary Guarantors, if
any, and the Trustee may amend or supplement this Indenture or the Securities.
However, without the consent of each Securityholder affected, an amendment to
this Indenture or the Securities may not:

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

                                       51
<PAGE>

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

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

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

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

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

     (7)  make any change in the percentage of principal amount at maturity of
          Securities necessary to waive compliance with the provisions of
          Section 6.4 or this Section 9.2, except to increase any percentage set
          forth therein;

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

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

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

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

     After an amendment under this Section 9.2 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment.

     Section 9.3 Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA.

     Section 9.4 Revocation and Effect of Consents, Waivers and Actions. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it

                                       52
<PAGE>

shall bind every Securityholder. An amendment or waiver becomes effective upon
the execution of such amendment or waiver by the Trustee.

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

     Section 9.5 Notation on or Exchange of Securities. Securities authenticated
and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Securities.

     Section 9.6 Trustee to Sign Supplemental Indentures. The Trustee shall sign
any supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign such
supplemental indenture. In signing such supplemental indenture the Trustee shall
be provided with, and (subject to the provisions of Section 7.1) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

     Section 9.7 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.


                                   Article X

                                   CONVERSIONS

     Section 10.1 Conversion Privilege. A Holder of a Security may convert such
Security into shares of Common Stock at any time during the period stated in
Paragraph 8 of the Securities. The number of shares of Common Stock issuable
upon conversion of a Security per $1,000 of principal amount at maturity thereof
(the "Conversion Rate") shall be that set forth in Paragraph 8 of the
Securities, subject to adjustment as herein set forth. The Company shall notify
the Trustee of the date on which the Securities first become convertible, which
certificate shall set forth the calculations on which such determination was
made. Unless and until the Trustee receives such certificate, the Trustee may
assume without inquiry that the Securities are not convertible.

                                       53
<PAGE>

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

     "Time of Determination" means the time and date of the earlier of (i) the
determination of stockholders entitled to receive rights, warrants or options or
a distribution, in each case, to which Section 10.7 or 10.8 applies and (ii) the
time ("Ex-Dividend Time") immediately prior to the commencement of "ex-dividend"
trading for such rights, warrants or options or distribution on the NYSE or such
other U.S. national or regional exchange or market on which the shares of Common
Stock are then listed or quoted.

     Section 10.2 Conversion Procedure. To convert a Security a Holder must
satisfy the requirements in Paragraph 8 of the Securities. The first Business
Day on which the Holder satisfies all those requirements and delivers an
irrevocable conversion notice together with such Holder's Securities for
conversion is the conversion date (the "Conversion Date").

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

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

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

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

                                       54
<PAGE>

     Section 10.3 Fractional Shares. The Company will not issue fractional
shares of Common Stock upon conversion of a Security. Instead, the Company will
pay cash based on the current market value of the fractional shares. The current
market value of a fractional share shall be determined, to the nearest 1/1,000th
of a share, by multiplying the Closing Sale Price, on the last trading day
immediately prior to the Conversion Date, of a full share by the fractional
amount and rounding the product to the nearest whole cent. Whether fractional
shares are issuable upon a conversion will be determined on the basis of the
total number of Securities that the Holder is then converting into Common Stock
and the aggregate number of shares of Common Stock issuable upon such
conversion.

     Section 10.4 Taxes on Conversion. If a Holder submits a Security for
conversion, the Company shall pay all stamp and all other duties, if any, which
may be imposed by the United States or any political subdivision thereof or
taxing authority thereof or therein with respect to the issuance of shares of
Common Stock upon the conversion. However, the Holder shall pay any such tax
which is due because the Holder requests the shares to be issued in a name other
than the Holder's name. The Conversion Agent may refuse to deliver the
certificates representing the shares of Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulations.

     Section 10.5 Company to Provide Stock. The Company shall, prior to issuance
of any Securities under this Article X, and from time to time as may be
necessary, reserve out of its authorized but unissued shares of Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities.

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

     Section 10.6 Adjustment for Change in Capital Stock. If, after the Issue
Date of the Securities, the Company, or in the case of (4) below, any Subsidiary
of the Company:

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

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

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

                                       55
<PAGE>

     (4)  pays a dividend or makes another distribution to all holders of the
          Company's Common Stock consisting of the Company's debt, securities or
          assets or certain rights to purchase the Company's securities (other
          than shares of Common Stock or rights, warrants or options referred to
          in Section 10.7 and dividends or other distributions paid exclusively
          in cash),

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares of Capital Stock of the
Company which such Holder would have owned immediately following such action if
such Holder had converted the Security immediately prior to such action;
provided, however, that no adjustment shall be made pursuant to clause (4) if
all the Holders of the Securities may participate in such dividend or
distribution.

     The adjustment shall become effective immediately after the record date in
the case of a dividend, distribution or subdivision and immediately after the
effective date in the case of a combination or reclassification.

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

     Section 10.7 Adjustment for Rights Issue. If after the Issue Date of the
Securities, the Company distributes any rights or warrants to all holders of the
Company's Common Stock entitling them to purchase, for a period expiring within
60 days, shares of Common Stock at a price per share less (or having a
conversion price per share less) than the then current Market Price as of the
Time of Determination (except that no adjustment will be made if Holders of the
Securities may participate in the distribution on a basis and with the notice
that the Company's Board of Directors determines to be fair and appropriate),
the Conversion Rate shall be adjusted in accordance with the formula:

     R' = R x       (O + N)
                ---------------
                (O + (N x P)/M)

where:

     R' = the adjusted Conversion Rate.

     R = the current Conversion Rate.

     O = the number of shares of Common Stock outstanding on the record date for
the distribution to which this Section 10.7 is being applied.

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

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

                                       56
<PAGE>

     M = the Market Price, minus, in the case of (i) a distribution to which
Section 10.6(4) applies or (ii) a distribution to which Section 10.8 applies,
for which, in each case, (x) the record date shall occur on or before the record
date for the distribution to which this Section 10.7 applies and (y) the
Ex-Dividend Time shall occur on or after the date of the Time of Determination
for the distribution to which this Section 10.7 applies, the fair market value
(on the record date for the distribution to which this Section 10.7 applies) of
the

     (1) Capital Stock of the Company distributed in respect of each share of
Common Stock in such Section 10.6(4) distribution and

     (2) the Company's or debt, securities or assets or certain rights, warrants
or options to purchase securities of the Company distributed in respect of each
share of Common Stock in such Section 10.8 distribution.

     The Board of Directors shall determine fair market values for the purposes
of this Section 10.7, except as Section 10.8 otherwise provides in the case of a
spin-off.

     The adjustment shall become effective immediately after the record date for
the determination of shareholders entitled to receive the rights, warrants or
options to which this Section 10.7 applies. If all of the shares of Common Stock
subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate shall promptly be
readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

     No adjustment shall be made under this Section 10.7 if the application of
the formula stated above in this Section 10.7 would result in a value of R' that
is equal to or less than the value of R.

     Section 10.8 Adjustment for Other Distributions. If, after the Issue Date
of the Securities, the Company distributes to all holders of its Common Stock
any of its debt, securities or assets or any rights, warrants or options to
purchase securities of the Company (including securities or cash, but excluding
(x) distributions of Capital Stock referred to in Section 10.6 and distributions
of rights, warrants or options referred to in Section 10.7 and (y) cash
dividends or other cash distributions unless such cash dividends or other cash
distributions are Extraordinary Cash Dividends) the Conversion Rate shall be
adjusted, subject to the provisions of the last paragraph of this Section 10.8,
in accordance with the formula:

     R' =     R x M
           -----------
              (M-F)

     where:

     R' = the adjusted Conversion Rate.

     R = the current Conversion Rate.

                                       57
<PAGE>

     M = the Market Price, minus, in the case of a distribution to which Section
10.6(4) applies, for which (i) the record date shall occur on or before the
record date for the distribution to which this Section 10.8 applies and (ii) the
Ex-Dividend Time shall occur on or after the date of the Time of Determination
for the distribution to which this Section 10.8 applies, the fair market value
(on the record date for the distribution to which this Section 10.8 applies) of
any Capital Stock of the Company distributed in respect of each share of Common
Stock in such Section 10.6(4) distribution.

     F = the fair market value (on the record date for the distribution to which
this Section 10.8 applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 10.8 is being applied (including, in the case
of cash dividends or other cash distributions giving rise to an adjustment, all
such cash distributed concurrently).

     In the event the Company distributes shares of Capital Stock of a
Subsidiary, the Conversion Rate will be adjusted, if at all, based on the market
value of the Subsidiary stock so distributed relative to the market value of the
shares of Common Stock, as discussed below. The Board of Directors shall
determine fair market values for the purposes of this Section 10.8, except that
in respect of a dividend or other distribution of shares of Capital Stock of any
class or series, or similar equity interests, of or relating to a Subsidiary or
other business unit of the Company (a "Spin-off"), the fair market value of the
securities to be distributed shall equal the average of the daily Closing Sale
Prices of those securities for the five consecutive trading days commencing on
and including the sixth day of trading of those securities after the
effectiveness of the Spin-off. In the event, however, that an underwritten
initial public offering of the securities in the Spin-off occurs simultaneously
with the Spin-off, fair market value of the securities distributed in the
Spin-off shall mean the initial public offering price of such securities and the
Market Price shall mean the Closing Sale Price for the Common Stock on the same
trading day.

     The adjustment shall become effective immediately after the record date for
the determination of shareholders entitled to receive the distribution to which
this Section 10.8 applies, except that an adjustment related to a Spin-off shall
become effective at the earlier to occur of (i) 10 trading days after the
effective date of the Spin-off and (ii) the initial public offering of the
securities distributed in the Spin-off.

     For purposes of this Section 10.8, the term "Extraordinary Cash Dividend"
shall mean the sum of (i) any cash and the fair market value of any other
consideration payable in respect of any tender offer by the Company or any of
its Subsidiaries for shares of Common Stock consummated within the preceding 12
months not triggering a Conversion Rate adjustment and (ii) all other all-cash
distributions to all or substantially all holders of Common Stock made within
the preceding 12 months not triggering a Conversion Rate adjustment, exceeds an
amount equal to 12.5% of the market capitalization of the Common Stock on the
Business Day immediately preceding the day on which the Company declares the
distribution.

     If, upon the date prior to the Ex-Dividend Time with respect to a cash
dividend on the shares of Common Stock, the aggregate amount of such cash
dividend together with the amounts of all other cash dividends or cash
distributions gives rise to an adjustment of the Conversion Rate pursuant to
this Section 10.8, then such cash dividend together with all such other cash
dividends

                                       58
<PAGE>

or cash distributions shall, for purposes of applying the formula set forth
above in this Section 10.8, cause the value of "F" to equal (y) the aggregate
amount of such cash dividend together with the amounts of such other cash
dividends or cash distributions within the preceding 12 months, minus (z) the
aggregate amount of all cash dividends or cash distributions within the
preceding 12 months for which a prior adjustment in the Conversion Rate was
previously made.

     In the event that, with respect to any distribution to which this Section
10.8 would otherwise apply, the difference "M-F" as defined in the above formula
is less than $1.00 or "F" is equal to or greater than "M", then the adjustment
provided by this Section 10.8 shall not be made and in lieu thereof the
provisions of Section 10.15 shall apply to such distribution.

     Section 10.9 Adjustment for Company Tender Offer

     If, after the Issue Date of the Securities, the Company or any Subsidiary
of the Company pays holders of the shares of Common Stock in respect of a tender
or exchange offer, other than an odd-lot offer, by the Company or any of its
Subsidiaries for shares of Common Stock to the extent that the offer involves
aggregate consideration that, together with (i) any cash and the fair market
value of any other consideration payable in respect of any tender offer by the
Company or any of its Subsidiaries for shares of Common Stock consummated within
the preceding 12 months not triggering a Conversion Rate adjustment and (ii)
all-cash distributions to all or substantially all holders of Common Stock made
within the preceding 12 months not triggering a Conversion Rate adjustment in
each case, exceeds an amount equal to 12.5% of the market capitalization of the
shares of Common Stock on the expiration date of the tender offer, the
Conversion Rate shall be increased so that the same shall equal the price
determined by multiplying the Conversion Rate in effect immediately prior to the
effectiveness of the Conversion Rate increase contemplated by this Section 10.9
by a fraction of which the denominator shall be the number of shares of Common
Stock outstanding (including any tendered or exchanged shares) at the last time
tenders of exchanges may be made pursuant to such tender or exchange offer (the
"Expiration Time") multiplied by the current Market Value per share of Common
Stock on the trading day on the NYSE next succeeding the Expiration Time and the
numerator shall be the sum of (x) the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "Purchased Shares") and (y) the product of the number of
shares of Common Stock (less any Purchased Shares) at the Expiration Time and
the current Market Value per share of Common Stock on the trading day on the
NYSE next succeeding the Expiration Time, such increase to become effective
immediately prior to the opening of business on the day following the Expiration
Time.

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

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

                                       59
<PAGE>

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

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

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

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

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

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

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

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

     Section 10.13 Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount at any time for at least 20 days, so
long as the increase is irrevocable during such period. Whenever the Conversion
Rate is increased, the Company shall mail to Securityholders and file with the
Trustee and the Conversion Agent a notice of the increase. The Company shall
mail the notice at least 15 days before the date the increased Conversion Rate
takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect. A voluntary increase of the Conversion Rate does
not change or adjust the Conversion Rate otherwise in effect for purposes of
Section 10.6, 10.7 or 10.8.

                                       60
<PAGE>

     Section 10.14 Notice of Certain Transactions. If:

     (1)  the Company takes any action that would require an adjustment in the
          Conversion Rate pursuant to Section 10.6, 10.7, 10.8 or 10.9 (unless
          no adjustment is to occur pursuant to Section 10.11); or

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

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

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

     Section 10.15 Reorganization of Company; Special Distributions. If the
Company is a party to a transaction subject to Section 5.1 (other than a sale of
all or substantially all of the assets of the Company in a transaction in which
the holders of Common Stock immediately prior to such transaction do not receive
securities, cash or other assets of the Company or any other Person) or a merger
or binding share exchange which reclassifies or changes its outstanding shares
of Common Stock, the Person obligated to deliver securities, cash or other
assets upon conversion of Securities shall enter into a supplemental indenture.
If the issuer of securities deliverable upon conversion of Securities is an
Affiliate of the successor Company, that issuer shall join in the supplemental
indenture.

     The supplemental indenture shall provide that the Holder of a Security may
convert it into the kind and amount of securities, cash or other assets which
such Holder would have received immediately after the consolidation, merger,
binding share exchange or transfer if such Holder had converted the Security
immediately before the effective date of the transaction, assuming (to the
extent applicable) that such Holder (i) was not a constituent Person or an
Affiliate of a constituent Person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article X. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

     If the Company makes a distribution to all holders of its Common Stock of
any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of the last
paragraph of Section 10.8, would otherwise result in an adjustment in the
Conversion Rate pursuant to the provisions of Section 10.8, then, from and after
the record date for determining the holders of Common Stock entitled to receive
the distribution, a Holder of a Security that converts such Security in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Common Stock into which the
Security is convertible, the kind and amount of securities, cash or other assets
comprising the

                                       61
<PAGE>

distribution that such Holder would have received if such Holder had converted
the Security immediately prior to the record date for determining the holders of
Common Stock entitled to receive the distribution.

     Section 10.16 Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 10.3, 10.6,
10.7, 10.8, 10.9, 10.10, 10.11, 10.15 or 10.17 is conclusive, absent manifest
error.

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

     Section 10.18 Simultaneous Adjustments. In the event that this Article X
requires adjustments to the Conversion Rate under more than one of Sections
10.6(4), 10.7 or 10.8, and the record dates for the distributions giving rise to
such adjustments shall occur on the same date, then such adjustments shall be
made by applying, first, the provisions of Section 10.6, second, the provisions
of Section 10.8 and, third, the provisions of Section 10.7.

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


                                   Article XI

                              SUBSIDIARY GUARANTEES

     Section 11.1 Subsidiary Guarantees. Each Subsidiary Guarantor hereby
unconditionally guarantees, jointly and severally, to each Holder and to the
Trustee and its successors and assigns (a) the full and punctual payment of
principal of and interest on the Securities when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Company under this Indenture and the Securities and (b) the full and
punctual performance within applicable grace periods of all other obligations of
the Company under this Indenture and the Securities (all the foregoing being
hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor
further agrees that the Obligations may be extended or renewed, in whole or in
part, without notice or further assent from such Subsidiary Guarantor, and that
such Subsidiary Guarantor will remain bound under this Article XI
notwithstanding any extension or renewal of any Obligation.

     Each Subsidiary Guarantor waives presentation to, demand of, payment from
and protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. Each Subsidiary Guarantor waives notice of any default
under the Securities or the Obligations. The obligations of each Subsidiary
Guarantor hereunder shall not be affected by (a) the failure of any

                                       62
<PAGE>

Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other person under this Indenture, the
Securities or any other agreement or otherwise; (b) any extension or renewal of
any thereof; (c) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Obligations or any of them; (e) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the Obligations; or
(f) any change in the ownership of such Subsidiary Guarantor.

     Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein constitutes a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waives any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the Obligations.

     Except as expressly set forth in Section 4.8, the obligations of each
Subsidiary Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of set off, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Subsidiary Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, willful or otherwise, in the performance of
the obligations, or by any other act or thing or omission or delay to do any
other act or thing which may or might in any manner or to any extent vary the
risk of such Subsidiary Guarantor or would otherwise operate as a discharge of
such Subsidiary Guarantor as a matter of law or equity.

     Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee
herein shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of principal of or interest on any
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

     In furtherance of the foregoing and not in limitation of any other right
which any Holder or the Trustee has at law or in equity against any Subsidiary
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Obligation when and as the same shall become due, whether
at maturity, by acceleration, by redemption or otherwise, or to perform or
comply with any other Obligation, each Subsidiary Guarantor hereby promises to
and will, upon receipt of written demand by the Trustee, forthwith pay, or cause
to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of
(i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on
such Obligations (but only to the extent not prohibited by law) and (iii) all
other monetary Obligations of the Company to the Holders and the Trustee.

     Each Subsidiary Guarantor agrees that it shall not be entitled to any right
of subrogation in respect of any Obligations guaranteed hereby until payment in
full in cash of all Obligations. Each Subsidiary Guarantor further agrees that,
as between it, on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Obligations guaranteed hereby may be

                                       63
<PAGE>

accelerated as provided in Article VI for the purposes of such Subsidiary
Guarantor's Subsidiary Guarantee herein, 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 VI, such Obligations (whether or not due
and payable) shall forthwith become due and payable by such Subsidiary Guarantor
for the purposes of this Section.

     Each Subsidiary Guarantor also agrees to pay any and all reasonable costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this Section 11.1.

     Section 11.2 Contribution. Each of the Company and any Subsidiary Guarantor
(a "Contributing Party") agrees that, in the event a payment shall be made by
any other Subsidiary Guarantor under any Subsidiary Guarantee (the "Claiming
Guarantor"), the Contributing Party shall indemnify the Claiming Guarantor in an
amount equal to the amount of such payment multiplied by a fraction, the
numerator of which shall be the net worth of the Contributing Party on the date
hereof and the denominator of which shall be the aggregate net worth of the
Company and all the Subsidiary Guarantors on the date hereof (or, in the case of
any Subsidiary Guarantor becoming a party hereto pursuant to Section 9.1, the
date of the amendment hereto executed and delivered by such Subsidiary
Guarantor).

     Section 11.3 Successors and Assigns. This Article XI shall be binding upon
each Subsidiary Guarantor and its successors and assigns and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and, in the
event of any transfer or assignment of rights by any Holder or the Trustee, the
rights and privileges conferred upon that party in this Indenture and in the
Securities shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.

     Section 11.4 No Waiver. Neither a failure nor a delay on the part of either
the Trustee or the Holders in exercising any right, power or privilege under
this Article XI shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article XI at law, in
equity, by statute or otherwise.

     Section 11.5 Modification. No modification, amendment or waiver of any
provision of this Article XI, nor the consent to any departure by any Subsidiary
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Subsidiary Guarantor in any case shall entitle such
Subsidiary Guarantor to any other or further notice or demand in the same,
similar or other circumstances.

     Section 11.6 Execution of Supplemental Indenture for Subsidiary Guarantors.
Each Subsidiary which is required to become a Subsidiary Guarantor pursuant to
Section 4.8 shall

                                       64
<PAGE>
promptly execute and deliver to the Trustee a Supplemental Indenture in the form
of Exhibit C hereto pursuant to which such Subsidiary shall become a Subsidiary
Guarantor under this Article XI and shall guarantee the Obligations.
Concurrently with the execution and delivery of such supplemental indenture, the
Company shall deliver to the Trustee an Opinion of Counsel to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary
Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor,
enforceable against such Subsidiary Guarantor in accordance with its terms.


                                  Article XII

                                  MISCELLANEOUS

     Section 12.1 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

     Section 12.2 Notices. Any request, demand, authorization, notice, waiver,
consent or communication shall be in writing and delivered in Person or mailed
by first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

     if to the Company:

     International Game Technology
     9295 Prototype Drive
     P.O. Box 10580
     Reno, NV 89510
     Facsimile: (775) 448-0777

     Attention of: Chief Financial Officer

     if to any Subsidiary Guarantor, to such Subsidiary Guarantor:

     c/o International Game Technology
     9295 Prototype Drive
     P.O. Box 10580
     Reno, NV 89510
     Facsimile: (775) 448-0120

     if to the Trustee:

     The Bank of New York
     101 Barclay Street 8W
     New York, New York 10286

                                       65
<PAGE>

     Facsimile: (212) 815-5704

     Attention:  Corporate Trust Administration

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

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

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

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

     Section 12.3 Communication by Holders with Other Holders. Securityholders
may communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else
shall have the protection of TIA Section 312(c).

     Section 12.4 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:

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

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

     Section 12.5 Statements Required in Certificate or Opinion. Each Officers'
Certificate or Opinion of Counsel with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

                                       66
<PAGE>

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

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

     Section 12.6 Separability Clause. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 12.7 Rules by Trustee, Paying Agent, Conversion Agent, Reset Rate
Agent and Registrar. The Trustee may make reasonable rules for action by or a
meeting of Securityholders. The Registrar, the Conversion Agent, the Paying
Agent and the Reset Rate Agent may make reasonable rules for their functions.

     Section 12.8 Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a
day on which banking institutions are not required to be open in the State of
New York. If a payment date is a Legal Holiday, payment shall be made on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period. If a regular record date is a Legal Holiday, the
record date shall not be affected.

     Section 12.9 GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

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

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

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

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

                                       67
<PAGE>

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


INTERNATIONAL GAME TECHNOLOGY


/s/ Maureen T. Mullarkey
--------------------------------------------
Name:    Maureen T. Mullarkey
Title:   Executive Vice President and Chief Financial Officer


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


                                              THE BANK OF NEW YORK


                                              By: /s/ Stacey B. Poindexter
                                                  -----------------------------
                                                  Name:  Stacey B. Poindexter
                                                  Title:  Assistant Treasurer

                                      S-1




<PAGE>
                                                                       EXHIBIT A



                        [FORM OF FACE OF GLOBAL SECURITY]

     FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THIS
SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES AND WILL BE SUBJECT TO THE REGULATIONS
GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL INCOME
TAX PURPOSES. THE ISSUE DATE AND THE COMMENCEMENT DATE FOR THE ACCRUAL OF
ORIGINAL ISSUE DISCOUNT IS JANUARY 29, 2003, AND THE YIELD TO MATURITY FOR
PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 1.75% PER ANNUM. AS REQUIRED
UNDER APPLICABLE TREASURY REGULATIONS, THE "COMPARABLE YIELD" IS SET FORTH IN
SECTION 2.15 OF THE INDENTURE PURSUANT TO WHICH THIS SECURITY IS BEING ISSUED.

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

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

     THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS
SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

     THE HOLDER OF THIS SECURITY SHALL BE DEEMED TO HAVE AGREED FOR THE BENEFIT
OF INTERNATIONAL GAME TECHNOLOGY THAT THIS SECURITY AND

<PAGE>

ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN
INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.

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

                                      A-2
<PAGE>
                          International Game Technology

                   Zero-Coupon Convertible Debentures due 2033

<TABLE>
<S>                                           <C>
No.                                           CUSIP:
Issue Date:  January 29, 2003                 Original Issue Discount: $407.09 (for
Issue Price: $592.91 (for each $1,000         each $1,000 principal amount at
Principal amount at maturity)                 maturity)
</TABLE>

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

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

Dated: January 29, 2003                            INTERNATIONAL GAME TECHNOLOGY



                                                   By:  ________________________
                                                   Title: ______________________


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

By ____________________
   Authorized Signatory

Dated:

                                      A-3
<PAGE>

                      [FORM OF REVERSE OF GLOBAL SECURITY]

                   Zero-Coupon Convertible Debentures due 2033

1.   Interest.

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

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

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

     If the Purchase Price, Redemption Price or Change of Control Purchase Price
or Accreted Value, as applicable, of a Security or any portion of such Purchase
Price, Redemption Price or Change of Control Purchase Price or Accreted Value,
as applicable, is not paid when due (whether upon acceleration pursuant to
Section 6.2 of the Indenture, upon the date set for payment of the Redemption
Price pursuant to Paragraph 5 hereof, upon the date set for payment of the
Purchase Price or the Change in Control Purchase Price pursuant to Paragraph 7
hereof, or upon the Stated Maturity of this Security), then in each such case
the overdue amount shall, to the extent permitted by law, bear interest at the
rate of 1.75% per annum, compounded semi-annually, which interest shall accrue
from the date of such overdue amount was originally due to the date of payment
of such amount, including interest thereon, has been made or duly provided for.
All such interest shall be payable on demand and shall be based on a 360-day
year comprised of twelve 30-day months.

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

                                      A-4
<PAGE>

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

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

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

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

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

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

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

                                      A-5
<PAGE>

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

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

     The "Closing Sale Price" of the Common Stock on any date means the closing
per share sale price (or if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date as reported on The New York
Stock Exchange or, if the shares of Common Stock are not listed on The New York
Stock Exchange, then on the principal other national or regional securities
exchange on which the shares of Common Stock then are listed or, if the shares
of Common Stock are not listed on a U.S. national or regional securities
exchange, as reported on the National Association of Securities Dealers
Automated Quotation System or, if the shares of Common Stock are not quoted on
the National Association of Securities Dealers Automated Quotation System, on
the principal other market on which the shares of Common Stock are then traded.
In the absence of such quotations, the Company will be entitled to determine the
Sale Price on the basis of such quotations as the Company considers appropriate.

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

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

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

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

                                      A-6
<PAGE>

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

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

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

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

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

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

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


2.   Method of Payment.

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


3.   Paying Agent, Conversion Agent and Registrar.

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

                                      A-7
<PAGE>

4.   Indenture.

     The Company issued the Securities under an Indenture dated as of January
29, 2003 (the "Indenture"), between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.

     The Securities are general unsecured obligations of the Company limited to
$969,790,000 aggregate principal amount at maturity. The Indenture does not
limit other indebtedness of the Company, secured or unsecured.


5.   Redemption at the Option of the Company.

     No sinking fund is provided for the Securities. Subject to the terms and
conditions of this Indenture, the Securities are redeemable at the option of the
Company in whole or in part, at any time or from time to time on, or after
January 29, 2006 for a cash price equal to the Accreted Value plus accrued and
unpaid cash interest, if any, up to the Redemption Date (the "Redemption
Price").


6.   Notice of Redemption.

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


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

     (a) Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, all or any portion of
the Securities held by such Holder on January 29, 2006, January 29, 2008,
January 29, 2013, January 29, 2018, January 29, 2023 and January 29, 2028 or the
next Business Day following such dates to the extent such dates are not Business
Days in integral multiples of $1,000 at a Purchase Price equal to the Accreted
Value plus accrued and unpaid cash interest, if any, on the Purchase Date. To
exercise such right, a Holder shall deliver to the Company a Purchase Notice
containing the information set forth in the Indenture, at any time from the
opening of business on the date that is 20 Business Days prior to such Purchase
Date until the close of business on the last day prior to such Purchase Date,
and shall deliver the Securities to the Paying Agent as set forth in the
Indenture.

     The Purchase Price for repurchases on January 29, 2006 will be paid in
     cash. On the other Purchase Dates, the Purchase Price may be paid, at the
     option of the Company, in cash or by the issuance and delivery of shares of
     Common Stock, or in any combination thereof.

                                      A-8
<PAGE>

     (b) At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to offer to purchase the
Securities held by such Holder within 30 days (which purchase shall occur 45
days after the date of such offer) after the occurrence of a Change in Control
of the Company (as defined in the Indenture) for a Change in Control Purchase
Price equal to the Accreted Value plus accrued and unpaid cash interest, if any,
on the Change in Control Purchase Date, which Change in Control Purchase Price
shall be paid in cash or, at the Company's option, shares of Common Stock
(valued at 95% of the average Closing Sales Prices of the Common Stock for the
five trading days immediately preceding the third trading day prior to the
Change in Control Purchase Date), or a combination of cash and shares of Common
Stock.

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


8.   Conversion.

     (a) The initial Conversion Rate is 5.2926 shares of Common Stock per $1,000
principal amount at maturity, subject to adjustment in certain events described
in the Indenture. A Holder that surrenders Securities for conversion will
receive cash in lieu of any fractional share of Common Stock based on the
Closing Sale Price of the Common Stock of the Company on the trading day
immediately prior to the conversion date.

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

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

                                      A-9
<PAGE>

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

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

     (ii) If on the day before the conversion date the conversion the Closing
Sale Price of the Common Stock is greater than 100% of the Accreted Conversion
Price but equal to or less than the 120% of the Accreted Conversion Price, then
the Holders will receive, in lieu of shares of Common Stock based on the
applicable Conversion Rate, at the Company's option, cash or shares of Common
Stock, or a combination of both cash and shares of Common Stock, with a value
equal to the then Accreted Value of the Securities on the Conversion Date (an
"Accreted Value Conversion"). If there is an Accreted Value Conversion, the
cash, Common Stock or a combination of cash and Common Stock will be valued at
100% of the average Closing Sale Price for the five trading days ending on the
third trading day prior to the date of conversion. The Company will notify
holders promptly upon being advised by the Trustee that the average trading
price has been less than 95% of the average Parity Value for 10 consecutive
trading days, and if such holders can convert their Securities pursuant to an
Accreted Value Conversion, whether the

                                      A-10
<PAGE>
Company elects to deliver, in settlement for such Accreted Value Conversion,
cash, Common Stock or a combination of cash and Common Stock.

     (e) In the event that the Company in any 12 month period declares a
dividend or distribution described in Section 10.7 of the Indenture, or a
dividend or a distribution described in Section 10.8 of the Indenture where the
fair market value of such dividend or distribution per share of Common Stock, as
determined in the Indenture, exceeds 12.5% of the Closing Sale Price of a share
of Common Stock as of the Business Day prior to the date of declaration for such
distribution, the Securities may be surrendered for conversion beginning on the
date the Company gives notice to the Holders of such right, which shall be not
less than 20 days prior to the Ex-Dividend Time for such dividend or
distribution and Securities may be surrendered for conversion at any time
thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such distribution will not
take place.

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

     (g) In the event the Company is a party to a consolidation, merger or
binding share exchange, as set forth in Section 5.1 of the Indenture, pursuant
to which the shares of Common Stock would be converted into cash, securities or
other property as set forth in Section 10.15 of the Indenture, the Securities
may be surrendered for conversion at any time from and after the date which is
15 days prior to the date the Company announces as the anticipated effective
time until 15 days after the actual date of such transaction.

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

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

                                      A-11
<PAGE>

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

     (k) If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets as set forth in
Section 5.1 of the Indenture, or upon certain distributions described in Section
10.8 of the Indenture, the right to convert a Security into shares of Common
Stock may be changed into a right to convert it into securities, cash or other
assets of the Company or another Person.


9.   Conversion Arrangement on Call for Redemption.

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


10.  Mandatory Disposition Due to Gaming Laws.

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

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

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

          (A)  the lesser of

               (i)  such person's cost, and

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

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

                                      A-12
<PAGE>

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


11.  Denominations; Transfer; Exchange.

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


12.  Persons Deemed Owners.

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


13.  Unclaimed Money or Securities.

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


14.  Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.


15.  Calculations in Respect of Securities.

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

                                      A-13
<PAGE>

Trustee will forward the Company's calculations to any Holder of the Securities
upon the request of such Holder.


16.  No Recourse Against Others.

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


17.  Authentication.

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


18.  Abbreviations.

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


19.  GOVERNING LAW.

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

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

     International Game Technology
     9295 Prototype Drive
     P.O. Box 10580
     Reno, NV 89510


20.  Registration Rights.

     The Holders of the Securities are entitled to the benefits of a
Registration Rights Agreement, dated as of January 29, 2003, between the Company
and Goldman, Sachs & Co., including the receipt of liquidated damages upon a
registration default (as defined in such agreement).

                                      A-14
<PAGE>

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



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

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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




                               CONVERSION NOTICE

To convert this Security into shares of Common Stock of the Company, check the
box [ ]
To convert only part of this Security, state the principal amount at maturity to
be converted _________________________ (which must be $1,000 or an integral
multiple of $1,000):

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

--------------------------------------------------------------------------------

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


--------------------------------------------------------------------------------

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



Date: __________        Your Signature: _____________________________

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


Signature Guaranteed


-------------------------------------
Participant in a Recognized Signature
Guarantee Medallion Program

By: _________________________________
    Authorized Signatory

                                      A-15
<PAGE>

                     SCHEDULE OF INCREASES AND DECREASES OF
                                GLOBAL SECURITY
                      Initial Principal Amount at Maturity
                   of Global Security: _________($_________).

<TABLE>
<S>              <C>                    <C>                       <C>                       <C>
Date             Amount of Increase     Amount of Decrease in     Principal Amount at       Notation by
                 in Principal Amount     Principal Amount at       Maturity of Global       Registrar or
                   at Maturity of         Maturity of Global         Security After           Security
                   Global Security             Security               Increase or            Custodian
                                                                        Decrease
</TABLE>

                                      A-16
<PAGE>
                                                                       EXHIBIT B



                   Zero-Coupon Convertible Debentures due 2033

                              Transfer Certificate

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

     [_] A transfer of the Surrendered Securities is made to the Company or any
of its subsidiaries; or

     [_] The transfer of the Surrendered Securities complies with Rule 144A
under the Securities Act; or

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

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

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

     [_] The transferee is an Affiliate of the Company.

<PAGE>


DATE: __________________________________
                                                            Signature(s)

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

Signature Guaranteed



-------------------------------------
Participant in a Recognized Signature


Guarantee Medallion Program

By: ______________________
    Authorized Signatory

                                      B-2
<PAGE>
                                                                       EXHIBIT C



                         FORM OF SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of [ ],
between [GUARANTOR] (the "Subsidiary Guarantor"), a subsidiary of International
Game Technology (or its successor), a Nevada corporation (the "Company"), and
THE BANK OF NEW YORK, a New York banking association, as trustee under the
indenture referred to below (the "Trustee").

                              W I T N E S S E T H :

     WHEREAS the Company executed and delivered to the Trustee an Indenture (the
"Indenture") dated as of January 29, 2003, providing for the issuance of an
aggregate principal amount at maturity of $969,790,000 of Zero-Coupon
Convertible Debentures due 2033 and (the "Securities");

     WHEREAS Section 4.8 of the Indenture provides that under certain
circumstances the Company is required to cause the Subsidiary Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the Subsidiary Guarantor shall unconditionally guarantee all the Company's
obligations under the Securities pursuant to a Subsidiary Guarantee on the terms
and conditions set forth herein; and

     WHEREAS pursuant to Section 9.1 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Subsidiary Guarantor, the Company, and the Trustee mutually covenant and agree
for the equal and ratable benefit of the holders of the Securities as follows:

     1. Agreement to Guarantee. The Subsidiary Guarantor hereby agrees, to
unconditionally guarantee the Company's obligations under the Securities on the
terms and subject to the conditions set forth in Article XI of the Indenture and
to be bound by all other applicable provisions of the Indenture.

     2. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.

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

<PAGE>

     4. Trustee Makes No Representation. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture.

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

     6. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction thereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.



[SUBSIDIARY GUARANTOR],


by: ________________________
    Name:
    Title:



INTERNATIONAL GAME TECHNOLOGY,


by: ________________________
    Name:
    Title:



THE BANK OF NEW YORK, as Trustee,


by: ________________________
    Name:
    Title:

                                      C-2