<PAGE>

                                                                     EXHIBIT 4.2


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                             MULTIMEDIA GAMES, INC.



                                 DEBT SECURITIES


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


                                     FORM OF

                                    INDENTURE



                              Dated as of ___, 2002

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

                                     Trustee



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<PAGE>



                               TABLE OF CONTENTS

<TABLE>
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ARTICLE I -- DEFINITIONS........................................................................................................ 1
      SECTION 1.1   Definitions................................................................................................. 1
      SECTION 1.2   Other Definitions........................................................................................... 3
      SECTION 1.3   Rules of Construction....................................................................................... 3

ARTICLE II -- THE SECURITIES.................................................................................................... 4
      SECTION 2.1   Issuable in Series.......................................................................................... 4
      SECTION 2.2   Execution and Authentication................................................................................ 6
      SECTION 2.3   Registrar and Transfer, Paying and
                    Conversion Agents and Other Agents.......................................................................... 6
      SECTION 2.4   Bearer Securities........................................................................................... 6
      SECTION 2.5   Paying Agent to Hold Money in Trust......................................................................... 7
      SECTION 2.6   Securityholder Lists........................................................................................ 8
      SECTION 2.7   Transfer and Exchange....................................................................................... 8
      SECTION 2.8   Replacement Securities...................................................................................... 8
      SECTION 2.9   Outstanding Securities...................................................................................... 9
      SECTION 2.10  Discounted Debt Securities.................................................................................. 9
      SECTION 2.11  Treasury Securities......................................................................................... 9
      SECTION 2.12  Global Securities........................................................................................... 9
      SECTION 2.13  Temporary Securities........................................................................................10
      SECTION 2.14  Cancellation................................................................................................10
      SECTION 2.15  Defaulted Interest..........................................................................................10

ARTICLE III -- REDEMPTION.......................................................................................................11
      SECTION 3.1  Notices to Trustee...........................................................................................11
      SECTION 3.2  Selection of Securities to Be Redeemed.......................................................................11
      SECTION 3.3  Notice of Redemption.........................................................................................11
      SECTION 3.4  Effect of Notice of Redemption...............................................................................12
      SECTION 3.5  Payment of Redemption Price..................................................................................12
      SECTION 3.6  Securities Redeemed in Part..................................................................................13

ARTICLE IV -- COVENANTS.........................................................................................................13
      SECTION 4.1  Payment of Securities........................................................................................13
      SECTION 4.2  Overdue Interest.............................................................................................13
      SECTION 4.3  No Lien Created, etc.........................................................................................13
      SECTION 4.4  Compliance Certificate.......................................................................................13
      SECTION 4.5  SEC Reports..................................................................................................14
      ARTICLE V -- SUCCESSORS...................................................................................................14
      SECTION 5.1  When Company May Merge, etc..................................................................................14

ARTICLE VI -- DEFAULTS AND REMEDIES.............................................................................................14
      SECTION 6.1  Events of Default............................................................................................14
      SECTION 6.2  Acceleration.................................................................................................16
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                               TABLE OF CONTENTS
                                  (continued)

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      SECTION 6.3  Other Remedies...............................................................................................16
      SECTION 6.4  Waiver of Past Defaults......................................................................................16
      SECTION 6.5  Control by Majority..........................................................................................16
      SECTION 6.6  Limitation on Suits..........................................................................................17
      SECTION 6.7  Collection Suit by Trustee...................................................................................17
      SECTION 6.8  Priorities...................................................................................................17

ARTICLE VII -- TRUSTEE..........................................................................................................18
      SECTION 7.1  Rights of Trustee............................................................................................18
      SECTION 7.2  Individual Rights of Trustee.................................................................................18
      SECTION 7.3  Trustee's Disclaimer.........................................................................................19
      SECTION 7.4  Notice of Defaults...........................................................................................19
      SECTION 7.5  Reports by Trustee to Holders................................................................................19
      SECTION 7.6  Compensation and Indemnity...................................................................................19
      SECTION 7.7  Replacement of Trustee.......................................................................................20
      SECTION 7.8  Successor Trustee by Merger, etc.............................................................................21
      SECTION 7.9  Trustee's Capital and Surplus................................................................................21

ARTICLE VIII -- DISCHARGE OF INDENTURE..........................................................................................21
      SECTION 8.1  Defeasance...................................................................................................21
      SECTION 8.2  Conditions to Defeasance.....................................................................................22
      SECTION 8.3  Application of Trust Money...................................................................................22
      SECTION 8.4  Repayment to Company.........................................................................................23

ARTICLE IX -- CONVERSION........................................................................................................23
      SECTION 9.1  Conversion Privilege.........................................................................................23
      SECTION 9.2  Conversion Procedure.........................................................................................23
      SECTION 9.3  Taxes on Conversion..........................................................................................24
      SECTION 9.4  Company Determination Final..................................................................................24
      SECTION 9.5  Trustee's and Conversion Agent's Disclaimer..................................................................24
      SECTION 9.6  Company to Provide Conversion Securities.....................................................................25
      SECTION 9.7  Cash Settlement Option.......................................................................................25

ARTICLE X -- AMENDMENTS.........................................................................................................26
      SECTION 10.1  Without Consent of Holders..................................................................................26
      SECTION 10.2  With Consent of Holders.....................................................................................26
      SECTION 10.3  Compliance with Trust Indenture Act.........................................................................27
      SECTION 10.4  Effect of Amendments; Effect of Waivers.....................................................................27
      SECTION 10.5  Notation on or Exchange of Securities.......................................................................28
      SECTION 10.6  Trustee Protected...........................................................................................28

ARTICLE XI -- MISCELLANEOUS.....................................................................................................28
      SECTION 11.1  Trust Indenture Act.........................................................................................28
      SECTION 11.2  Notices.....................................................................................................28
      SECTION 11.3  Certificate and Opinion as to Conditions Precedent..........................................................29
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                               TABLE OF CONTENTS
                                  (continued)

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      SECTION 11.4  Statements Required in Certificate or Opinion...............................................................29
      SECTION 11.5  Rules by Company and Agents.................................................................................29
      SECTION 11.6  Legal Holidays..............................................................................................30
      SECTION 11.7  No Recourse Against Others..................................................................................30
      SECTION 11.8  Duplicate Originals.........................................................................................30
      SECTION 11.9  Governing Law...............................................................................................30
</TABLE>

                                     -iii-


<PAGE>

     INDENTURE dated as of _________________, 2001 between MULTIMEDIA GAMES,
INC., a Texas corporation (hereinafter called the "Company"), and ("Trustee").

     Each party agrees as follows for the benefit of the Holders of the
Company's debt securities issued under this Indenture:

                           ARTICLE I -- DEFINITIONS

SECTION 1.1  Definitions.

     "Affiliate" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.

     "Agent" means any Registrar, Transfer Agent, Paying Agent, Conversion Agent
or other Agent appointed by the Company.

     "Authorized Newspaper" means a newspaper that is:

          (1)  printed in the English language or in an official language of the
country of publication;

          (2)  customarily published on each business day in the place of
publication; and

          (3)  of general circulation in the relevant place or in the financial
community of such place.

     Whenever successive publications in an Authorized Newspaper are required,
they may be made on the same or different business days and in the same or
different Authorized Newspapers.

     "Bearer Security" means a Security payable to bearer.

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

     "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of any person and all
warrants or options to acquire such capital stock.

     "Common Stock" means the Common Stock, par value $.001 per share, of the
Company.

     "Company" means the party named as such above until a successor replaces it
and thereafter means the successor.

     "Conversion Rate" means such number or amount of shares of Common Stock or
other equity or debt securities for which $1,000 aggregate principal amount of
Securities of any series

                                      -1-

<PAGE>

is convertible, initially as stated in the Securities Resolution authorizing the
series and as adjusted pursuant to the terms of this Indenture and the relevant
Securities Resolution.

     "Coupon" means an interest coupon for a Bearer Security.

     "Default" means any event which is, or after notice or passage of time
would be, an Event of Default (as defined below).

     "Discounted Debt Security" means a Security where the amount of principal
due upon acceleration is less than the stated principal amount.

     "Holder" or "Securityholder" means the person in whose name a Registered
Security is registered and the bearer of a Bearer Security or coupon.

     "Indenture" means this Indenture and any Securities Resolution as amended
from time to time.

     "Lien" means any mortgage, pledge, security interest or other lien.

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

     "Officers' Certificate" means a certificate signed by two Officers of the
Company, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee, and delivered to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

     "Principal" of a debt security means the principal of the security plus the
premium, if and when applicable, on the security.

     "Registered Security" means a Security registered as to principal and
interest by the Registrar.

     "SEC" means the Securities and Exchange Commission.

     "Securities" means the debt securities issued under this Indenture.

     "Securities Resolution" means a resolution adopted by the Board or by a
committee thereof pursuant to Board delegation authorizing a series or a
supplemental indenture authorizing a series executed by an authorized Officer.

     "Series" means a series of Securities or the Securities of the series.

     "Subsidiary" means a corporation a majority of whose Voting Stock is owned
by the Company or a Subsidiary.

                                      -2-

<PAGE>

     "TIA" means the Trust Indenture Act of 1939, as amended.

     "Trading Day" means each day on which the securities exchange or quotation
system which is used to determine the Market Price is open for trading or
quotation.

     "Trustee" means the party named as such above until a successor replaces it
and thereafter means the successor.

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

     "United States" means the United States of America, its territories and
possessions and other areas subject to its jurisdiction.

     "Voting Stock" means capital stock having voting power under ordinary
circumstances to elect directors.

     "Yield to Maturity" means the yield to maturity on a Security at the time
of its issuance or at the most recent determination of interest on the Security.

SECTION 1.2  Other Definitions.


     Term                                  Defined in Section

     "Actual Knowledge"                             7.01
     "Bankruptcy Law"                               6.01
     "Conditional Redemption"                       3.04
     "Conversion Agent"                             2.03
     "Conversion Date"                              9.02
     "Conversion Notice"                            9.02
     "Conversion Right"                             9.01
     "Custodian"                                    6.01
     "Event of Default"                             6.01
     "Legal Holiday"                               11.06
     "Market Price"                                 9.07
     "Paying Agent"                                 2.03
     "Price Per Share"                              9.09
     "Registrar"                                    2.03
     "Transfer Agent"                               2.03
     "Treasury Regulations"                         2.04
     "U.S. Government Obligations"                  8.02

SECTION 1.3  Rules of Construction.

     Unless the context otherwise requires:

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

                                      -3-

<PAGE>

          (2)  an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles in the United
States;

          (3)  generally accepted accounting principles are those applicable
from time to time;

          (4)  all terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings assigned to them by such definitions;

          (5)  "or" is not exclusive; and

          (6)  words in the singular include the plural, and in the plural
include the singular.

                         ARTICLE II -- THE SECURITIES

SECTION 2.1  Issuable in Series.

     The aggregate principal amount of Securities that may be issued under this
Indenture is unlimited. The Securities may be issued from time to time in one or
more series. Each series shall be created by a Securities Resolution that
establishes the terms of the series, which may include the following:

          (1)  the title of the series;

          (2)  the aggregate principal amount of the series;

          (3)  the interest rate or rates, if any, or method of calculating the
interest rate or rates;

          (4)  the date from which interest will accrue;

          (5)  the record dates for interest payable on Registered Securities;

          (6)  the dates when principal and interest are payable;

          (7)  the manner of paying principal and interest;

          (8)  the places where principal and interest are payable;

          (9)  the Registrar, Transfer Agent, Paying Agent and Conversion Agent;

          (10) the terms of any mandatory or optional redemption by the Company
including any sinking fund;

          (11) the terms of any redemption at the option of Holders;

          (12) the denominations in which Securities are issuable;

                                      -4-

<PAGE>

          (13) whether Securities will be issuable as Registered Securities,
Bearer Securities or uncertificated Securities;

          (14) whether and upon what terms Registered Securities, Bearer
Securities and uncertificated Securities may be exchanged;

          (15) whether any Securities will be represented by a Security in
global form; the terms of any global Security;

          (17)  the terms of any tax indemnity;

          (18) the currencies (including any composite currency) in which
principal or interest may be paid;

          (19) if payments of principal or interest may be made in a currency
other than that in which Securities are denominated, the manner for determining
such payments;

          (20) if amounts of principal or interest may be determined by
reference to an index, formula or other method, the manner for determining such
amounts;

          (21) provisions for electronic issuance of Securities or for
Securities in uncertificated form;

          (22) the portion of principal payable upon acceleration of a
Discounted Debt Security;

          (23) whether any Events of Default or covenants in addition to or in
lieu of those set forth in this Indenture apply;

          (24) whether and upon what terms Securities may be defeased;

          (25) the forms of the Securities or any coupon;

          (26) any terms that may be required by or advisable under U.S. or
other applicable laws or regulations;

          (27) whether and upon what terms the Securities will be convertible
into or exchangeable for Common Stock of the Company or other equity or debt
securities, which may include the terms provided in Article 9;

          (28) the ranking of the Securities; and

          (29) any other terms not inconsistent with this Indenture.

     All Securities of one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series.

                                      -5-

<PAGE>

     The creation and issuance of a series and the authentication and delivery
thereof are not subject to any conditions precedent.

SECTION 2.2  Execution and Authentication.

     Two Officers shall sign the Securities by manual or facsimile signature.
The Company's seal shall be reproduced on the Securities. An Officer shall sign
any coupons by facsimile signature.

     If an Officer whose signature is on a Security or its coupons no longer
holds that office at the time the Security is authenticated or delivered, the
Security and coupons shall nevertheless be valid.

     A Security and its coupons shall not be valid until the Security is
authenticated by the manual or facsimile signature of the Registrar. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated the date of its original issuance or as
provided in the Securities Resolution.

     Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreement or usage.

     In the event Securities are issued in electronic or other uncertificated
form, such Securities may be validly issued without the signatures or seal
contemplated by this Section 2.2.

SECTION 2.3  Registrar and Transfer, Paying and Conversion Agents and Other
             Agents.

     The Company shall maintain an office or agency where Securities may be
authenticated ("Registrar"), where Securities may be presented for registration
of transfer or for exchange ("Transfer Agent"), where Securities may be
presented for payment ("Paying Agent") and where Securities may be presented for
conversion ("Conversion Agent"). Whenever the Company must issue or deliver
Securities pursuant to this Indenture, the Registrar shall authenticate the
Securities at the Company's request. The Transfer Agent shall keep a register of
the Securities and of their transfer and exchange.

     The Trustee shall be, and is hereby appointed as, Registrar. The Company
may appoint more than one Transfer Agent, Paying Agent or Conversion Agent or
other Agent for a series. The Company shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. If the Company does not
appoint or maintain a Transfer Agent, Paying Agent or Conversion Agent for a
series, the Trustee shall act as such.

SECTION 2.4  Bearer Securities.

     U.S. laws and Treasury Regulations restrict sales or exchanges of and
payments on Bearer Securities. Therefore, except as provided below:

                                      -6-

<PAGE>

          (1)  Bearer Securities will be offered, sold or delivered only outside
the United States and will be delivered in connection with their original
issuance only upon presentation of a certificate in a form prescribed by the
Company to comply with U.S. laws and regulations.

          (2)  Bearer Securities will not be issued in exchange for Registered
Securities.

          (3)  All payments of principal and interest (including original issue
discount) on Bearer Securities will be made outside the United States by a
Paying Agent located outside the United States unless the Company determines
that:

               (i)  such payments may not be made by such Paying Agent because
the payments are illegal or prevented by exchange controls as described in
Treasury Regulation Section 1.163-5(c)(2)(v); and

               (ii) making the payments in the United States would not have an
adverse tax effect on the Company.

     If there is a change in the relevant provisions of U.S. laws or Treasury
Regulations or the judicial or administrative interpretation thereof, a
restriction set forth in paragraph (1), (2) or (3) above will not apply to a
series if the Company determines that the relevant provisions no longer apply to
the series or that failure to comply with the relevant provisions would not have
an adverse tax effect on the Company or on Securityholders or cause the series
to be treated as "registration-required" obligations under U.S. law.

     The Company shall notify the Trustee of any determinations by the Company
under this Section.

     "Treasury Regulations" means regulations of the U.S. Treasury Department
under the Internal Revenue Code of 1986, as amended.

SECTION 2.5  Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent for a series other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of the persons entitled thereto all money held by the Paying Agent for
the payment of principal of or interest on the series, and will notify the
Trustee of any default by the Company in making any such payment.

     While any such default continues, the Trustee may require a Paying Agent to
pay all money so held by it to the Trustee. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent shall have no further liability for the money.

     If the Company or an Affiliate acts as Paying Agent for a series, it shall
segregate and hold as a separate trust fund all money held by it as Paying Agent
for the series.

     The Company may elect not to exchange or register the transfer of any
Security for a period of 15 days before a selection of Securities to be
redeemed.

                                      -7-

<PAGE>

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 Transfer Agent, the Company shall furnish to the
Trustee semiannually and at such other times as the Trustee may request a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Holders of Registered Securities and Holders of Bearer
Securities whose names are on the list referred to below.

     The Transfer Agent shall keep a list of the names and addresses of Holders
of Bearer Securities who file a request to be included on such list. A request
will remain in effect for two years but successive requests may be made.

     Whenever the Company or the Trustee is required to mail a notice to all
Holders of Registered Securities of a series, it also shall mail the notice to
Holders of Bearer Securities of the series whose names are on the list.

     Whenever the Company is required to publish a notice to all Holders of
Bearer Securities of a series, it also shall mail the notice to such of them
whose names are on the list.

SECTION 2.7  Transfer and Exchange.

     Where Registered Securities of a series are presented to the Transfer Agent
with a request to register a transfer or to exchange them for an equal principal
amount of Registered Securities of other denominations of the same series, the
Transfer Agent shall register the transfer or make the exchange if its
requirements for such transactions are met. Where Bearer Securities of a series
are presented to the Transfer Agent with a request to exchange them for an equal
principal amount of Bearer Securities of other denominations of the same series,
the Transfer Agent shall make the exchange if its requirements for such
transactions are met.

     The Transfer Agent may require a Holder to pay a sum sufficient to cover
any taxes imposed on a transfer or exchange.

     If a series provides for Registered and Bearer Securities and for their
exchange, Bearer Securities may be exchanged for Registered Securities and
Registered Securities may be exchanged for Bearer Securities as provided in the
Securities or the Securities Resolution if the requirements of the Transfer
Agent for such transactions are met and in the case of the exchange of
Registered Securities for Bearer Securities if Section 2.04 permits the
exchange.

SECTION 2.8  Replacement Securities.

     If the Holder of a Security or coupon claims that it has been lost,
destroyed or wrongfully taken, then, in the absence of notice to the Company or
the Trustee that the Security or coupon has been acquired by a bona fide
purchaser, the Company shall issue a replacement Security or coupon if the
Company and the Trustee receive:

          (1)  evidence satisfactory to them of the loss, destruction or taking;

                                      -8-

<PAGE>

          (2)  an indemnity bond satisfactory to them; and

          (3)  payment of a sum sufficient to cover their expenses and any taxes
for replacing the Security or coupon.

     A replacement Security shall have coupons attached corresponding to those,
if any, on the replaced Security.

     Every replacement Security or coupon is an additional obligation of the
Company.

SECTION 2.9  Outstanding Securities.

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

     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 Securities are considered paid under Section 4.1, they cease to be
outstanding and interest on them ceases to accrue.

     A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.

SECTION 2.10  Discounted Debt Securities.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, the principal
amount of a Discounted Debt Security shall be the amount of principal that would
be due as of the date of such determination if payment of the Security were
accelerated on that date.

SECTION 2.11  Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or an Affiliate shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Securities which the Trustee knows are
so owned shall be so disregarded.

SECTION 2.12  Global Securities.

     If the Securities Resolution so provides, the Company may issue some or all
of the Securities of a series in temporary or permanent global form. A global
Security may be in registered form, in bearer form with or without coupons or in
uncertificated form. A global Security shall represent that amount of Securities
of a series as specified in the global Security or as endorsed thereon from time
to time. At the Company's request, the Registrar shall endorse a

                                      -9-

<PAGE>

global Security to reflect the amount of any increase or decrease in the
Securities represented thereby.

     The Company may issue a global Security only to a depository designated by
the Company. A depository may transfer a global Security only as a whole to its
nominee or to a successor depository.

     The Securities Resolution may establish, among other things, the manner of
paying principal of and interest on a global Security and whether and upon what
terms a beneficial owner of an interest in a global Security may exchange such
interest for definitive Securities.

     The Company, an Affiliate, the Trustee and any Agent shall not be
responsible for any acts or omissions of a depository, for any depository
records of beneficial ownership interests or for any transactions between the
depository and beneficial owners.

SECTION 2.13  Temporary Securities.

     Until definitive Securities of a series are ready for delivery, the Company
may use 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. Temporary Securities may be in global
form. Temporary Bearer Securities may have one or more coupons or no coupons.
Without unreasonable delay, the Company shall deliver definitive Securities in
exchange for temporary Securities.

SECTION 2.14  Cancellation.

     The Company at any time may deliver Securities to the Registrar for
cancellation. The Transfer Agent and the Paying Agent shall forward to the
Registrar any Securities and coupons surrendered to them for payment, exchange
or registration of transfer. The Registrar shall cancel all Securities or
coupons surrendered for payment, registration of transfer, exchange or
cancellation. The Registrar also will cancel all Bearer Securities and unmatured
coupons unless the Company requests the Registrar to hold the same for
redelivery. Any Bearer Securities so held shall be considered delivered for
cancellation under Section 2.9. The Registrar shall destroy cancelled
Securities and coupons unless the Company otherwise directs.

     Unless the Securities Resolution otherwise provides, the Company may not
issue new Securities to replace Securities that the Company has paid or that the
Company has delivered to the Registrar for cancellation.

SECTION 2.15  Defaulted Interest.

     If the Company defaults in a payment of interest on Registered Securities,
it need not pay the defaulted interest to Holders on the regular record date.
The Company may fix a special record date for determining Holders entitled to
receive defaulted interest, or the Company may pay defaulted interest in any
other lawful manner.

                                      -10-

<PAGE>

                           ARTICLE III -- REDEMPTION

SECTION 3.1  Notices to Trustee.

     Securities of a series that are redeemable before maturity shall be
redeemable in accordance with their terms and, unless the Securities Resolution
otherwise provides, in accordance with this Article.

     In the case of a redemption by the Company, the Company shall notify the
Trustee of the redemption date and the principal amount of Securities to be
redeemed. The Company shall notify the Trustee at least 45 days before the
redemption date unless a shorter notice is satisfactory to the Trustee.

     If the Company is required to redeem Securities, it may reduce the
principal amount of Securities required to be redeemed to the extent that it is
permitted a credit against such redemption requirement by the terms of the
Securities Resolution and notifies the Trustee of the amount of such credit and
the basis for it. If the reduction is based on a credit for acquired or redeemed
Securities that the Company has not previously delivered to the Registrar for
cancellation, the Company shall deliver the Securities at the same time as the
notice.

SECTION 3.2  Selection of Securities to Be Redeemed.

     If less than all the Securities of a series are to be redeemed, the Trustee
shall select the Securities to be redeemed by a method the Trustee considers
fair and appropriate. The Trustee shall make the selection from Securities of
the series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities having
denominations larger than the minimum denomination for the series. Securities
and portions thereof selected for redemption shall be in amounts equal to the
minimum denomination for the series or an integral multiple thereof. Provisions
of this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

SECTION 3.3  Notice of Redemption.

     Unless the Securities Resolution otherwise provides, at least 30 but not
more than 60 days before a redemption date, the Company shall mail a notice of
redemption by first-class mail to each Holder of Registered Securities whose
Securities are to be redeemed.

     If Bearer Securities are to be redeemed, the Company shall publish a notice
of redemption in an Authorized Newspaper as provided in the Securities.

     A notice shall identify the Securities of the series to be redeemed and
shall state:

          (1)  the redemption date;

          (2)  the redemption price;

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

                                      -11-

<PAGE>

          (4)  that Securities called for redemption, together with all coupons,
if any, maturing after the redemption date, must be surrendered to the Paying
Agent to collect the redemption price;

          (5)  that interest on Securities called for redemption ceases to
accrue on and after the redemption date;

          (6)  whether the redemption by the Company is mandatory or optional;
and

          (7)  whether the redemption is conditional as provided in Section
3.04, and if so, the terms of the conditions, and that, if the conditions are
not satisfied or are not waived by the Company, the Securities will not be
redeemed and such a failure to redeem will not constitute an Event of Default.

     A redemption notice given by publication need not identify Registered
Securities to be redeemed.

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

SECTION 3.4  Effect of Notice of Redemption.

     Except as provided below, once notice of redemption is given, Securities
called for redemption become due and payable on the redemption date at the
redemption price stated in the notice.

     A notice of redemption may provide that it is subject to the occurrence of
any event before the date fixed for such redemption as described in such notice
("Conditional Redemption"), and such notice of Conditional Redemption shall be
of no effect unless all such conditions to the redemption have occurred on or
before such date or have been waived by the Company in its sole discretion.

SECTION 3.5  Payment of Redemption Price.

     On or before the redemption date, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest on
all Securities to be redeemed on that date.

     When the Holder of a Security surrenders it for redemption in accordance
with the redemption notice, the Company shall pay to the Holder on the later of
the redemption date or the date of surrender the redemption price and accrued
interest to the redemption date, except that:

          (1)  the Company will pay any such interest (except defaulted
interest) to Holders on the record date of Registered Securities if the
redemption date occurs on an interest payment date; and

                                      -12-

<PAGE>

          (2)  the Company will pay any such interest to Holders of coupons that
mature on or before the redemption date on the due date of such coupons upon
surrender of such coupons to the Paying Agent.

     Coupons maturing after the redemption date on a called Security are void
absent a payment default on that date. Nevertheless, if a Holder surrenders for
redemption a Bearer Security missing any such coupons, the Company may deduct
the face amount of such coupons from the redemption price. If thereafter the
Holder surrenders to the Paying Agent the missing coupons, the Company will
return the amount so deducted.  The Company may waive surrender of the missing
coupons if it receives an indemnity bond satisfactory to the Company.

SECTION 3.6  Securities Redeemed in Part.

     Upon surrender of a Security that is redeemed in part, the Company shall
deliver to the Holder a new Security of the same series equal in principal
amount to the unredeemed portion of the Security surrendered.

                            ARTICLE IV -- COVENANTS

SECTION 4.1  Payment of Securities.

     The Company shall pay the principal of and interest on a series in
accordance with the terms of that series, any related coupons, and this
Indenture. Principal of and interest on a series shall be considered paid on the
date due if the Paying Agent for the series holds on that date money sufficient
to pay all principal and interest then due on the series.

SECTION 4.2  Overdue Interest.

     Unless the Securities Resolution otherwise provides, the Company shall pay
interest on overdue principal of a Security of a series at the rate (or Yield to
Maturity in the case of a Discounted Debt Security) borne by the series; the
Company shall pay interest on overdue installments of interest at the same rate
(or Yield to Maturity in the case of a Discounted Debt Security) to the extent
lawful.

SECTION 4.3  No Lien Created, etc.

     This Indenture and the Securities do not create a Lien, charge or
encumbrance on any property of the Company or any Subsidiary.

SECTION 4.4  Compliance Certificate.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer of the
Company, as to the signer's knowledge of the Company's compliance with all
conditions and covenants under this Indenture (determined without regard to any
period of grace or requirement of notice provided herein).

                                      -13-

<PAGE>

     Any other obligor on the Securities shall also deliver to the Trustee such
a certificate as to its compliance with this Indenture within 120 days after the
end of each of its fiscal years.

     The certificates need not comply with Section 11.4.

SECTION 4.5  SEC Reports.

     The Company shall file with the Trustee, within 15 days after the Company
is required to file the same with the SEC, copies of the annual reports and of
the information, documents, and other reports (or such portions of the foregoing
as the SEC may prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

     Any other obligor on the Securities shall do likewise as to the above items
which it is required to file with the SEC pursuant to either of those sections.

                            ARTICLE V -- SUCCESSORS

SECTION 5.1  When Company May Merge, etc.

     Unless the Securities Resolution establishing a Series otherwise provides,
the Company shall not consolidate with or merge into, or transfer all or
substantially all of its assets to, any person in any transaction in which the
Company is not the survivor unless:

          (1)  the person is organized under the laws of the United States or a
State thereof or is organized under the laws of a foreign jurisdiction and
consents in writing to the jurisdiction of the courts of the United States or a
State thereof;

          (2)  the person assumes by supplemental indenture all the obligations
of the Company under this Indenture, the Securities and any coupons;

          (3)  all required approvals of any regulatory body having jurisdiction
over the transaction shall have been obtained;

          (4)  immediately after the transaction no Default exists; and

          (5)  the Company provides an Officers' Certificate and an Opinion of
Counsel to the effect that all the provisions in this Section 5.1 have been
complied with.

     The successor shall be substituted for the Company, and thereafter all
obligations of the Company under this Indenture, the Securities and any coupons
shall terminate.

                      ARTICLE VI -- DEFAULTS AND REMEDIES

SECTION 6.1  Events of Default.

     Unless the Securities Resolution otherwise provides, an "Event of Default"
on a series occurs if:

                                      -14-

<PAGE>

          (1)  the Company defaults in any payment of interest on any Securities
of the series when the same becomes due and payable and the Default continues
for a period of 30 days;

          (2)  the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and payable at maturity or
upon redemption, acceleration or otherwise;

          (3)  the Company defaults in the payment or satisfaction of any
sinking fund obligation with respect to any Securities of the series as required
by the Securities Resolution establishing such series;

          (4)  the Company defaults in the performance of any of its other
agreements applicable to the series and the Default continues for 60 days after
the notice specified below;

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

               (i)   commences a voluntary case,

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

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

               (iv)  makes a general assignment for the benefit of its
creditors;

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

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

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

               (iii) orders the liquidation of the Company;

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

          (7)  there occurs any other Event of Default provided for in the
series.

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

     A Default under clause (4) is not an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of the series notify the Company
of the Default and the Company does not cure the Default within the time
specified after receipt of the notice. The

                                      -15-

<PAGE>

notice must specify the Default, demand that it be remedied and state that the
notice is a "Notice of Default." If Holders notify the Company of a Default,
they shall notify the Trustee at the same time.

     The failure to redeem any Security subject to a Conditional Redemption is
not an Event of Default if any event on which such redemption is so conditioned
does not occur and is not waived before the scheduled redemption date.

SECTION 6.2  Acceleration.

     If an Event of Default occurs and is continuing on a series, the Trustee by
notice to the Company, or the Holders of at least 25% in principal amount of the
series by notice to the Company and the Trustee, may declare the principal of
and accrued interest on all the Securities of the series to be due and payable
immediately. Discounted Debt Securities may provide that the amount of principal
due upon acceleration is less than the stated principal amount.

     The Holders of a majority in principal amount of the series by notice to
the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default on the series have been cured or waived except nonpayment of principal
or interest that has become due solely because of the acceleration.

SECTION 6.3  Other Remedies.

     If an Event of Default occurs and is continuing on a series, the Trustee
may pursue any available remedy to collect principal or interest then due on the
series, to enforce the performance of any provision applicable to the series, or
otherwise to protect the rights of the Trustee and Holders of the series.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or coupons or does not produce any of them 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. All remedies
are cumulative to the extent permitted by law.

SECTION 6.4  Waiver of Past Defaults.

     Unless the Securities Resolution otherwise provides, the Holders of a
majority in principal amount of a series by notice to the Trustee may waive an
existing Default on the series and its consequences except:

          (1)  a Default in the payment of the principal of or interest on the
series, or

          (2)  a Default in respect of a provision that under Section 10.2
cannot be amended without the consent of each Securityholder affected.

SECTION 6.5  Control by Majority.

                                      -16-

<PAGE>

     The Holders of a majority in principal amount of a series 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, with
respect to the series. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or if the Trustee in good faith shall
determine that the action or direction might involve the Trustee in personal
liability.

SECTION 6.6  Limitation on Suits.

     A Securityholder of a series may pursue a remedy with respect to the series
only if:

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

          (2)  the Holders of at least 25% in principal amount of the series
make a request to the Trustee to pursue the remedy;

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

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

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

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

SECTION 6.7  Collection Suit by Trustee.

     If an Event of Default in payment of interest, principal or sinking fund
specified in Section 6.1(1), (2) or (3) occurs and is continuing on a series,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal and interest
remaining unpaid on the series.

SECTION 6.8  Priorities.

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

     First: to the Trustee for amounts due under Section 7.6;

     Second: to Securityholders of the series for amounts due and unpaid for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable for principal and interest,
respectively; and

     Third: to the Company.

                                      -17-

<PAGE>

     The Trustee may fix a payment date for any payment to Securityholders.

                            ARTICLE VII -- TRUSTEE

SECTION 7.1  Rights of Trustee .

          (1)  The Trustee may 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.

          (2)  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
Certificate or Opinion.

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

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

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

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

          (7)  The Trustee shall have no duty with respect to a Default unless a
Trust Officer has actual knowledge of the Default. As used herein, the term
"actual knowledge" means the actual fact or statement of knowing, without any
duty to make any investigation with regard thereto.

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

          (9)  Any Agent shall have the same rights and be protected to the same
extent as if it were Trustee.

          (10) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

SECTION 7.2  Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities or coupons and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

                                      -18-

<PAGE>

SECTION 7.3  Trustee's Disclaimer.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities or any coupons; it shall not be accountable for the
Company's use of the proceeds from the Securities; it shall not be responsible
for any statement in the Securities or any coupons; it shall not be responsible
for any overissue; it shall not be responsible for determining whether the form
and terms of any Securities or coupons were established in conformity with this
Indenture; it shall not be responsible for determining whether any Securities
were issued in accordance with this Indenture; and it shall not be responsible
for the acts or omissions of any other Trustees appointed hereunder.

SECTION 7.4  Notice of Defaults.

     If a Default occurs and is continuing on a series and if the Trustee has
actual knowledge of such Default, the Trustee shall mail a notice of the Default
within 90 days after it occurs to Holders of Registered Securities of the
series. Except in the case of a Default in payment on a series, 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 interest of Holders of
the series. The Trustee shall withhold notice of a Default described in Section
6.1(4) until at least 60 days after it occurs.

SECTION 7.5  Reports by Trustee to Holders.

     Any report required by TIA Section 313(a) to be mailed to Securityholders
shall be mailed by the Trustee on or before May 15th of each year.

     A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each stock exchange on which any Securities are
listed. The Company shall notify the Trustee when any Securities are listed on a
stock exchange.

SECTION 7.6  Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation 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 by it. Such expenses shall include the reasonable compensation and
expenses of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee against any loss or liability
incurred by it. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.

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

                                      -19-

<PAGE>

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities and any coupons on all money or
property held or collected by the Trustee, except that held in trust to pay
principal or interest on particular securities.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(5) or (6) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

     The provisions of this Section shall survive any termination or discharge
of this Indenture (including without limitation any termination under any
Bankruptcy Law) and the resignation or removal of the Trustee.

SECTION 7.7  Replacement of Trustee.

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

     The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the Securities may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee with the Company's
consent.

     The Company may remove the Trustee if:

          (1)  the Trustee fails to comply with TIA Section 310(a) or Section
310(b) or with Section 7.09;

          (2)  the Trustee is adjudged a bankrupt or an insolvent;

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

          (4)  the Trustee becomes incapable of acting; or

          (5)  an event of the kind described in Section 6.1(5) or

          (6)  occurs with respect to the Trustee.

     The Company also may remove the Trustee with or without cause if the
Company so notifies the Trustee three months in advance and if no Default occurs
during the three-month period.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal

                                      -20-

<PAGE>

amount of the Securities may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

     If the Trustee fails to comply with TIA Section 310(a) or Section 310(b) or
with Section 7.9, any Securityholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders of Registered
Securities. The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in Section
7.6.

SECTION 7.8  Successor Trustee by Merger, etc.

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

SECTION 7.9  Trustee's Capital and Surplus.

     The Trustee at all times shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published report of financial
condition.

                    ARTICLE VIII -- DISCHARGE OF INDENTURE

SECTION 8.1  Defeasance.

     Securities of a series may be defeased in accordance with their terms and,
unless the Securities Resolution otherwise provides, in accordance with this
Article.

     The Company at any time may terminate as to a series all of its obligations
under this Indenture, the Securities of the series and any related coupons
("legal defeasance option"). The Company at any time may terminate as to a
series its obligations, if any, under any restrictive covenants which may be
applicable to a particular series ("covenant defeasance option"). However, in
the case of the legal defeasance option, the Company's obligations in Sections
2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and 8.4 shall survive until the
Securities of the series are no longer outstanding; thereafter the Company's
obligations in Section 7.6 shall survive.

     The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenants as to which the
covenant defeasance option applicable to such series has been so exercised.

     The Trustee upon request shall acknowledge in writing the discharge of
those obligations or restrictions that the Company terminates by defeasance.

                                      -21-

<PAGE>

SECTION 8.2  Conditions to Defeasance.

     The Company may exercise as to a series its legal defeasance option or its
covenant defeasance option if:

          (1)  the Company irrevocably deposits in trust with the Trustee or
another trustee money or U.S. Government Obligations;

          (2)  The Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their opinion
that the payments of principal and interest when due on the deposited U.S.
Government Obligations without reinvestment plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the Securities of the
series to maturity or redemption, as the case may be;

          (3)  immediately after the deposit no Default exists;

          (4)  the deposit does not constitute a default under any other
agreement binding on the Company;

          (5)  the deposit does not cause the Trustee to have a conflicting
interest under TIA Section 310(a) or Section 310(b) as to another series;

          (6)  the Company delivers to the Trustee an Opinion of Counsel to the
effect that Holders of the series will not recognize income, gain or loss for
Federal income tax purposes as a result of the defeasance;

          (7)  91 days pass after the deposit is made and during the 91-day
period no Default specified in Section 6.1(5) or (6) occurs that is continuing
at the end of the period; and

          (8)  the Company provides an Officers' Certificate and an Opinion of
Counsel to the effect that all conditions precedent pursuant to this Section
8.2 have been satisfied.

     Before or after a deposit the Company may make arrangements satisfactory to
the Trustee for the redemption of Securities at a future date in accordance with
Article 3 and the terms of the applicable series.

     "U.S. Government Obligations" means direct obligations of (i) the United
States or (ii) an agency or instrumentality of the United States, the payment of
which is unconditionally guaranteed by the United States, which, in either case,
have the full faith and credit of the United States pledged for payment and
which are not callable at the issuer's option, or certificates representing an
ownership interest in such obligations.

SECTION 8.3  Application of Trust Money.

     The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.2. It shall apply the deposited money
and the money from U.S.

                                      -22-

<PAGE>

Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal and interest on Securities of the defeased
series.

SECTION 8.4  Repayment to 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.

     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. After payment to the Company, Securityholders entitled
to the money must look to the Company for payment as unsecured general creditors
unless an abandoned property law designates another person.

                           ARTICLE IX -- CONVERSION

SECTION 9.1  Conversion Privilege.

     If the Securities Resolution establishing the terms of a series of
securities so provides, Securities of any series may be convertible at the
option of the holders into or for Common Stock or other equity or debt
securities (a "Conversion Right"). The Securities Resolution may establish,
among other things, the Conversion Rate, provisions for adjustments to the
Conversion Rate and limitations upon exercise of the Conversion Right.

     Unless the Securities Resolution otherwise provides, a Holder may convert a
portion of a Security if the portion is $1,000 or an integral multiple thereof.
Provisions of this Indenture that apply to the conversion of the aggregate
principal amount of a Security also apply to conversion of a portion of it.

     The Securities Resolution providing for Securities with a Conversion Right
may establish any terms in addition to, or other than (including terms
inconsistent with), those set forth in this Article 9 with respect to the
conversion of the Securities established thereby.

SECTION 9.2  Conversion Procedure.

     To convert a Security a Holder must satisfy all requirements in the
Securities or the Securities Resolution and (i) complete and manually sign the
conversion notice (the "Conversion Notice") provided for in the Securities
Resolution or the Security (or complete and manually sign a facsimile thereof)
and deliver such notice to the Conversion Agent or any other office or agency
maintained for such purpose, (ii) surrender the Security to the Conversion Agent
or at such other office or agency by physical delivery, (iii) if required,
furnish appropriate endorsements and transfer documents, and (iv) if required,
pay all transfer or similar taxes. The date on which such notice shall have been
received by and the Security shall have been so surrendered to the Conversion
Agent is the "Conversion Date." Such Conversion Notice shall be irrevocable and
may not be withdrawn by a Holder for any reason.

     The Company will complete settlement of any conversion of Securities not
later than the fifth business day following the Conversion Date in respect of
the cash portion elected to be

                                      -23-

<PAGE>

delivered in lieu of the securities into which the Security is convertible and
not later than the seventh business day following the Conversion Date in respect
of the portion to be settled in such securities.

     If any Security is converted between the record date for the payment of
interest and the next succeeding interest payment date, such Security must be
accompanied by funds equal to the interest payable on such succeeding interest
payment date on the principal amount so converted (unless such Security shall
have been called for redemption during such period, in which case no such
payment shall be required). A Security converted on an interest payment date
need not be accompanied by any payment, and the interest on the principal amount
of the Security being converted will be paid on such interest payment date to
the registered holder of such Security on the immediately preceding record date.
Subject to the aforesaid right of the registered holder to receive interest, no
payment or adjustment will be made on conversion for interest accrued on the
converted Security or for interest, dividends or other distributions payable on
any security issued on conversion.

     If a Holder converts more than one Security at the same time, the
securities into which the Security is convertible which are issuable upon such
conversion or the cash payable upon the conversion shall be based on the total
principal amount of the Securities converted.

     Upon surrender of a Security that is converted in part the Trustee shall
authenticate for the Holder a new Security of the same series equal in principal
amount to the unconverted portion of the Security surrendered; except that if a
global Security is so surrendered the Trustee shall authenticate and, if
applicable, deliver to the depository a new global Security of the same series
in a denomination equal to and in exchange for the unconverted portion of the
principal of the global Security so surrendered.

     If the last day on which a Security may be converted is a Legal Holiday in
a place where a Conversion Agent is located, the Security may be surrendered to
that Conversion Agent on the next succeeding day that is not a Legal Holiday.

SECTION 9.3  Taxes on Conversion.

     If a Holder of a Security exercises a Conversion Right, the Company shall
pay any documentary, stamp or similar issue or transfer tax due on the issue of
the securities into which the Security is convertible upon the conversion.
However, the Holder shall pay any such tax which is due because securities or
other property are issued in a name other than the Holder's name. Nothing herein
shall preclude any income tax or other withholding required by law or
regulations.

SECTION 9.4  Company Determination Final.

     Any determination that the Board of Directors makes pursuant to this
Article 9 or consistent with terms provided for in any Securities Resolution is
conclusive, absent manifest error.

SECTION 9.5  Trustee's and Conversion Agent's Disclaimer.

                                      -24-

<PAGE>

     The Trustee (and each Conversion Agent other than the Company) has no duty
to determine when or if an adjustment under this Article 9 or any Securities
Resolution should be made, how it should be made or calculated or what it should
be. The Trustee (and each Conversion Agent other than the Company) makes no
representation as to the validity or value of any securities issued upon
conversion of Securities. The Trustee (and each Conversion Agent other than the
Company) shall not be responsible for the Company's failure to comply with this
Article 9 or any provision of a Securities Resolution relating to a Conversion
Right.

SECTION 9.6  Company to Provide Conversion Securities.

     The Company shall reserve out of its authorized but unissued Common Stock
or its Common Stock held in treasury sufficient shares to permit the conversion
of all of the Securities convertible into Common Stock. The Company shall
arrange and make available for issuance upon conversion the full amount of any
other securities into which the Securities are convertible to permit such
conversion of the Securities.

     All shares of Common Stock or other equity securities of any person which
may be issued upon conversion of the Securities shall be validly issued, fully
paid and non-assessable, subject to the personal liability which may be imposed
on shareholders by under of the Delaware General Corporation Law (or any
successor provision), as judicially interpreted, for debts owing to employees
for services performed.

     The Company will comply with all securities laws regulating the offer and
delivery of securities upon conversion of Securities.

SECTION 9.7  Cash Settlement Option.

     If the Securities Resolution so provides, the Company may elect to satisfy,
in whole or in part, a Conversion Right of Securities convertible into Common
Stock or other securities of any person by the delivery of cash. Except as the
Securities Resolution so provides: (a) the amount of cash to be delivered shall
be equal to the Market Price on the last Trading Day preceding the applicable
Conversion Date of a share of Common Stock or other securities of any person
into which the Securities are convertible multiplied by the number of shares of
Common Stock or the number of shares or principal amount of other securities
into which the Securities are convertible, respectively, in respect of which the
Company elects to deliver cash; (b) if the Company elects to satisfy, in whole
or in part, a Conversion Right by the delivery of shares of Common Stock or
other securities, no fractional shares or portion of other securities will be
delivered. Instead, the Company will pay cash based on the Market Price for such
fractional share of Common Stock or portion of other securities; and (c) the
"Market Price" of the Common Stock into which Securities or other equity
securities into which the Securities are convertible may be converted pursuant
to a Securities Resolution or this Article 9 on any Trading Day means the
weighted average per share sale price for all sales of the Common Stock or other
equity securities on such Trading Day (or, if the information necessary to
calculate such weighted average per share sale price is not reported, the
average of the high and low sale prices, or if no sales are reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and average ask prices), as reported in the composite
transactions for the Nasdaq National Market of New York Stock Exchange, as
applicable, or if the Common Stock or other equity securities into which the

                                      -25-

<PAGE>

Securities are convertible are not listed or admitted to trading on such
exchange, as reported in the composite transactions for the principal national
or regional United States securities exchange on which the Common Stock or other
equity securities into which the Securities are convertible are listed or
admitted to trading or, if the Common Stock or other equity securities into
which the Securities are convertible are not listed or admitted to trading on a
United States national or regional securities exchange, as reported by NASDAQ or
by the National Quotation Bureau Incorporated, or if not so reported, as
determined in the manner set forth in the appropriate Securities Resolution. In
the absence of such quotations, the Company shall be entitled to determine the
Market Price on the basis of such quotations as it considers appropriate.

     The "Market Price" of any debt security into which Securities are
convertible shall be determined as set forth in the applicable Securities
Resolution.

                            ARTICLE X -- AMENDMENTS

SECTION 10.1  Without Consent of Holders.

     The Company and the Trustee may amend this Indenture, the Securities or any
coupons without the consent of any Securityholder:

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

          (2)  to comply with Article 5;

          (3)  to provide that specific provisions of this Indenture shall not
apply to a series not previously issued;

          (4)  to create a series and establish its terms;

          (5)  to provide for a separate Trustee for one or more series; or

          (6)  to make any change that does not materially adversely affect the
rights of any Securityholder.

SECTION 10.2  With Consent of Holders.

     Unless the Securities Resolution otherwise provides, the Company and the
Trustee may amend this Indenture, the Securities and any coupons with the
written consent of the Holders of a majority in principal amount of the
Securities of all series affected by the amendment voting as one class. However,
without the consent of each Securityholder affected, an amendment under this
Section may not:

          (1)  reduce the amount of Securities whose Holders must consent to an
amendment; reduce the interest on or change the time for payment of interest on
any Security;

          (2)  reduce the interest on or change the time for payment of interest
on any Security;

                                      -26-

<PAGE>

          (3)  change the fixed maturity of any Security or change the amount or
time for any payment of any sinking fund or similar fund;

          (4)  reduce the principal of any non-Discounted Debt Security;

          (5)  reduce the amount of principal of any Discounted Debt Security
that would be due upon an acceleration thereof, upon redemption or upon
maturity,

          (6)  change the currency in which principal or interest on a Security
is payable;

          (7)  make any change that materially adversely affects the right to
convert or exchange any Security; or

          (8)  make any change in Section 6.4 or 10.2, except to increase the
principal amount of Securities whose Holders must consent to an amendment or
waiver or to provide that other provisions of this Indenture cannot be amended
or waived without the consent of each Securityholder affected thereby.

     An amendment of a provision included solely for the benefit of one or more
series does not affect Securityholders of any other series.

     Securityholders need not consent to the exact text of a proposed amendment
or waiver; it is sufficient if they consent to the substance thereof.

SECTION 10.3  Compliance with Trust Indenture Act.

     Every amendment pursuant to Section 10.1 or 10.2 shall be set forth in a
supplemental indenture (except any amendment pursuant to Section 10.1(4), which
may be set forth in a Securities Resolution) that complies with the TIA.

     If a provision of the TIA requires or permits a provision of this Indenture
and the TIA provision is amended, then the Indenture provision shall be
automatically amended to like effect.

SECTION 10.4  Effect of Amendments; Effect of Waivers.

     An amendment or waiver becomes effective in accordance with its terms and
thereafter binds every Securityholder.

     A consent to an amendment or waiver by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security that
evidences the same debt as the consenting Holder's Security. Any Holder or
subsequent Holder may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or waiver becomes
effective.

     The Company may fix a record date for the determination of Holders of
Registered Securities entitled to give a consent. The record date shall not be
less than 10 or more than 60 days prior to the first written solicitation of
Securityholders.

                                      -27-

<PAGE>

SECTION 10.5  Notation on or Exchange of Securities.

     The Company or the Trustee may place an appropriate notation about an
amendment or waiver on any Security thereafter authenticated. The Company may
issue in exchange for affected Securities new Securities that reflect the
amendment or waiver.

SECTION 10.6  Trustee Protected.

     The Trustee need not sign any supplemental indenture that adversely affects
its rights. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each stating that the execution of any amendment or waiver authorized pursuant
to this Article is authorized or permitted by this Indenture, and that such
amendment or waiver constitutes the legal, valid and binding obligation of the
Company.

                          ARTICLE XI -- MISCELLANEOUS

SECTION 11.1  Trust Indenture Act.

     The provisions of TIA Sections 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not expressly set forth herein.

     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. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

SECTION 11.2  Notices.

     Any notice by one party to another is duly given if in writing and
delivered in person, sent by facsimile transmission confirmed by mail or mailed
by first-class mail to the other's address shown below:

             Company            Multimedia Games, Inc.
                                8900 Shoal Creek Blvd., Suite 300
                                Austin, Texas  78757
                                Fax:  (512) 371-7114
                                Attention:  Chief Financial Officer

     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices.

     Any notice mailed to a Securityholder shall be mailed to his address shown
on the register kept by the Transfer Agent or on the list referred to in Section
2.6. Failure to mail a notice to a Securityholder or any defect in a notice
mailed to a Securityholder shall not affect the sufficiency of the notice mailed
to other Securityholders or the sufficiency of any published notice.

                                      -28-

<PAGE>

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

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

     If in the Company's opinion it is impractical to mail a notice required to
be mailed or to publish a notice required to be published, the Company may give
such substitute notice as the Trustee approves. Failure to publish a notice as
required or any defect in it shall not affect the sufficiency of any mailed
notice.

     All notices shall be in the English language, except that any published
notice may be in an official language of the country of publication.

     A "notice" includes any communication required by this Indenture.

SECTION 11.3  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 if so requested 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)  an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

SECTION 11.4  Statements Required in Certificate or Opinion.

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

          (1)  a statement that the person making such certificate or opinion
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
certificate or opinion are based;

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

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

SECTION 11.5  Rules by Company and Agents.

                                      -29-

<PAGE>

     The Company may make reasonable rules for action by or a meeting of
Securityholders. An Agent may make reasonable rules and set reasonable
requirements for its functions.

SECTION 11.6  Legal Holidays.

     A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in the city in which the principal corporate trust office of the
Trustee or Paying Agent, as the case maybe, are not required to be open. If a
payment date is a Legal Holiday at a place of payment, unless the Securities
Resolution establishing a series otherwise provides with respect to Securities
of the series, payment may be made at that place on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period.

SECTION 11.7  No Recourse Against Others.

     All liability described in the Securities of any director, officer,
employee or stockholder, as such, of the Company is waived and released.

SECTION 11.8  Duplicate Originals.

     The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.

SECTION 11.9  Governing Law.

     The laws of the State of Texas shall govern this Indenture, the Securities
and any coupons, unless federal law governs.

                                      -30-

<PAGE>

                                  SIGNATURES



Dated:                 , 2002           MULTIMEDIA GAMES, INC.
       ----------------

                                        By
                                          -----------------------------------

                                        Name:
                                             --------------------------------

                                        Title:
                                              -------------------------------


Dated:                 , 2002           TRUSTEE
      -----------------

                                        By
                                           -----------------------------------

                                        Name:
                                             ---------------------------------

                                        Title:
                                              --------------------------------

                                      -31-