Exhibit 4.1


 


EXECUTION COPY


 




 





 


HARRAH’S OPERATING COMPANY, INC.


 


Issuer


 










 


HARRAH’S ENTERTAINMENT, INC.


 


Guarantor


 










 


INDENTURE


 


Dated as of February 9, 2005


 


 










 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 




 





 


1





















 


TABLE OF CONTENTS


 


	
  ARTICLE I.
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
   

  
	
  Section 1.2

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
   

  
	
  Section 1.3

  	
  Rules of
  Construction

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.
  THE NOTES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Terms of the
  Notes

  	
   

  
	
  Section 2.2

  	
  Execution
  and Authentication

  	
   

  
	
  Section 2.3

  	
  Registrar
  and Paying Agent

  	
   

  
	
  Section 2.4

  	
  Paying Agent
  to Hold Money in Trust

  	
   

  
	
  Section 2.5

  	
  Noteholder
  Lists

  	
   

  
	
  Section 2.6

  	
  Intentionally
  Omitted

  	
   

  
	
  Section 2.7

  	
  Mutilated,
  Destroyed, Lost and Stolen Notes

  	
   

  
	
  Section 2.8

  	
  Outstanding
  Notes

  	
   

  
	
  Section 2.9

  	
  Treasury
  Notes

  	
   

  
	
  Section 2.10

  	
  Temporary
  Notes

  	
   

  
	
  Section 2.11

  	
  Cancellation

  	
   

  
	
  Section 2.12

  	
  Defaulted
  Interest

  	
   

  
	
  Section 2.13

  	
  Global
  Notes

  	
   

  
	
  Section 2.14

  	
  Transfer
  and Exchange

  	
   

  
	
  Section 2.15

  	
  Payments

  	
   

  
	
  Section 2.16

  	
  CUSIP
  Numbers

  	
   

  
	
  Section 2.17

  	
  Mandatory
  Disposition of Notes Pursuant to Gaming Laws

  	
   

  
	
  Section 2.18

  	
  Additional
  Notes

  	
   

  
	
  Section 2.19

  	
  Additional
  Interest Under Registration Rights Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. REDEMPTION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Optional
  Redemption

  	
   

  
	
  Section 3.2

  	
  Notice
  to Trustee

  	
   

  
	
  Section 3.3

  	
  Selection
  of Notes to be Redeemed

  	
   

  
	
  Section 3.4

  	
  Notice
  of Redemption

  	
   

  
	
  Section 3.5

  	
  Effect
  of Notice of Redemption

  	
   

  
	
  Section 3.6

  	
  Deposit
  of Redemption Price

  	
   

  
	
  Section 3.7

  	
  Notes
  Redeemed in Part

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV. COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Payment
  of Principal and Interest

  	
   

  
	
  Section 4.2

  	
  SEC
  Reports

  	
   

  
	
  Section 4.3

  	
  Compliance
  Certificate

  	
   

  
	
  Section 4.4

  	
  Stay,
  Extension and Usury Laws

  	
   

  
	
  Section 4.5

  	
  Corporate
  Existence

  	
   

  
				



 


i





















 


	
  Section 4.6

  	
  Taxes

  	
   

  
	
  Section 4.7

  	
  Limitation
  on Liens

  	
   

  
	
  Section 4.8

  	
  Limitation
  on Sale and Lease-Back Transactions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V. SUCCESSORS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  When
  Company May Merge, Etc

  	
   

  
	
  Section 5.2

  	
  Successor
  Corporation Substituted

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Events
  of Default

  	
   

  
	
  Section 6.2

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  
	
  Section 6.3

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
   

  
	
  Section 6.4

  	
  Trustee
  May File Proofs of Claim

  	
   

  
	
  Section 6.5

  	
  Trustee
  May Enforce Claims Without Possession of Notes

  	
   

  
	
  Section 6.6

  	
  Application
  of Money Collected

  	
   

  
	
  Section 6.7

  	
  Limitation
  on Suits

  	
   

  
	
  Section 6.8

  	
  Unconditional
  Right of Holders to Receive Principal and Interest

  	
   

  
	
  Section 6.9

  	
  Restoration
  of Rights and Remedies

  	
   

  
	
  Section 6.10

  	
  Rights
  and Remedies Cumulative

  	
   

  
	
  Section 6.11

  	
  Delay
  or Omission Not Waiver

  	
   

  
	
  Section 6.12

  	
  Control
  by Holders

  	
   

  
	
  Section 6.13

  	
  Waiver
  of Past Defaults

  	
   

  
	
  Section 6.14

  	
  Undertaking
  for Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Duties
  of Trustee

  	
   

  
	
  Section 7.2

  	
  Rights
  of Trustee

  	
   

  
	
  Section 7.3

  	
  Individual
  Rights of Trustee

  	
   

  
	
  Section 7.4

  	
  Trustee’s
  Disclaimer

  	
   

  
	
  Section 7.5

  	
  Notice
  of Defaults

  	
   

  
	
  Section 7.6

  	
  Reports
  by Trustee to Holders

  	
   

  
	
  Section 7.7

  	
  Compensation
  and Indemnity

  	
   

  
	
  Section 7.8

  	
  Replacement
  of Trustee

  	
   

  
	
  Section 7.9

  	
  Successor
  Trustee by Merger, etc

  	
   

  
	
  Section 7.10

  	
  Eligibility;
  Disqualification

  	
   

  
	
  Section 7.11

  	
  Preferential
  Collection of Claims Against Company

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII. SATISFACTION AND
  DISCHARGE; DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
  Section 8.2

  	
  Application
  of Trust Funds; Indemnification

  	
   

  
	
  Section 8.3

  	
  Legal
  Defeasance of Notes

  	
   

  
	
  Section 8.4

  	
  Covenant
  Defeasance

  	
   

  
				



 


ii





















 


	
  Section 8.5

  	
  Repayment
  to Company

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. AMENDMENTS AND WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Without
  Consent of Holders

  	
   

  
	
  Section 9.2

  	
  With
  Consent of Holders

  	
   

  
	
  Section 9.3

  	
  Limitations

  	
   

  
	
  Section 9.4

  	
  Compliance
  with Trust Indenture Act

  	
   

  
	
  Section 9.5

  	
  Revocation
  and Effect of Consents

  	
   

  
	
  Section 9.6

  	
  Notation
  on or Exchange of Notes

  	
   

  
	
  Section 9.7

  	
  Trustee
  Protected

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X. MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  Trust
  Indenture Act Controls

  	
   

  
	
  Section 10.2

  	
  Notices

  	
   

  
	
  Section 10.3

  	
  Communication
  by Holders with Other Holders

  	
   

  
	
  Section 10.4

  	
  Certificate
  and Opinion as to Conditions Precedent

  	
   

  
	
  Section 10.5

  	
  Statements
  Required in Certificate or Opinion

  	
   

  
	
  Section 10.6

  	
  Rules by
  Trustee and Agents

  	
   

  
	
  Section 10.7

  	
  Legal
  Holidays

  	
   

  
	
  Section 10.8

  	
  No
  Recourse Against Others

  	
   

  
	
  Section 10.9

  	
  Counterparts

  	
   

  
	
  Section 10.10

  	
  Governing Laws

  	
   

  
	
  Section 10.11

  	
  No Adverse Interpretation of Other
  Agreements

  	
   

  
	
  Section 10.12

  	
  Successors

  	
   

  
	
  Section 10.13

  	
  Severability

  	
   

  
	
  Section 10.14

  	
  Table of Contents, Headings, Etc

  	
   

  
	
  Section 10.15

  	
  Judgment Currency

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI. SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.1

  	
  No
  Sinking Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII. GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.1

  	
  Guarantee

  	
   

  
	
  Section 12.2

  	
  Execution
  and Delivery of Guarantee

  	
   

  
	
  Section 12.3

  	
  Release
  of Guarantor

  	
   

  
	
  Section 12.4

  	
  When
  Guarantor May Merge, etc

  	
   

  
				



 


iii





















 


HARRAH’S OPERATING COMPANY, INC.


 


Reconciliation and tie between Trust
Indenture Act of 1939 and

Indenture, dated as of February 9, 2005


 


	
  § 310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (a)(5)

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
  7.10

  
	
  § 311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  Not Applicable

  
	
  § 312(a)

  	
   

  	
  2.5

  
	
  (b)

  	
   

  	
  10.3

  
	
  (c)

  	
   

  	
  10.3

  
	
  § 313(a)

  	
   

  	
  7.6

  
	
  (b)(1)

  	
   

  	
  7.6

  
	
  (b)(2)

  	
   

  	
  7.6

  
	
  (c)(1)

  	
   

  	
  7.6

  
	
  (d)

  	
   

  	
  7.6

  
	
  § 314(a)

  	
   

  	
  4.2, 10.5

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  10.4

  
	
  (c)(2)

  	
   

  	
  10.4

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  10.5

  
	
  (f)

  	
   

  	
  Not Applicable

  
	
  § 315(a)

  	
   

  	
  7.1

  
	
  (b)

  	
   

  	
  7.5

  
	
  (c)

  	
   

  	
  7.1

  
	
  (d)

  	
   

  	
  7.1

  
	
  (e)

  	
   

  	
  6.14

  
	
  § 316(a)

  	
   

  	
  2.9

  
	
  (a)(1)(A)

  	
   

  	
  6.12

  
	
  (a)(1)(B)

  	
   

  	
  6.13

  
	
  (b)

  	
   

  	
  6.8

  
	
  § 317(a)(1)

  	
   

  	
  6.3

  
	
  (a)(2)

  	
   

  	
  6.4

  
	
  (b)

  	
   

  	
  2.4

  
	
  § 318(a)

  	
   

  	
  10.1

  



 










Note:  This reconciliation and
tie shall not, for any purpose, be deemed to be part of the Indenture.


 


iv





















 


Indenture
dated as of February 9, 2005 between Harrah’s Operating Company, Inc.,
a Delaware corporation (the “Company”), Harrah’s Entertainment, Inc.,
a Delaware corporation (the “Guarantor”), and U.S. Bank National
Association, a national banking association (the “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 Senior Floating Rate Notes due 2008
(the “Notes”):


 


ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1             Definitions.


 


“Additional
Interest” means all additional interest then owing pursuant to Section 5
of the Registration Rights Agreement.


 


“Additional
Notes” means an unlimited additional aggregate principal amount of Notes
(other than Initial Notes) issued after the date hereof pursuant to Section 2.18
as part of the same series as the Initial Notes.


 


“Additional
Note Board Resolutions” means resolutions duly adopted by the Board of
Directors of the Company and delivered to the Trustee in an Officer’s
Certificate providing for the issuance of Additional Notes.


 


“Additional
Note Supplemental Indenture” means a supplement to this Indenture duly
executed and delivered by the Company and the Trustee pursuant to Article IX
hereof providing for the issuance of Additional Notes.


 


“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” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities or by agreement or otherwise.


 


“Agent”
means any Registrar, Paying Agent or Service Agent.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary,
Euroclear and Clearstream that apply to such transfer or exchange.


 


“Bankruptcy
Law” shall have the meaning set forth in Section 6.1.


 





















 


“Board
of Directors” means the Board of Directors of the Company or any duly
authorized committee thereof.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate and delivered to the
Trustee.


 


“Business
Day” means, unless otherwise provided by Board Resolution, Officers’
Certificate or supplemental indenture hereto, any day except a Saturday, Sunday
or a legal holiday in the City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.


 


“Calculation
Agent” means U.S. Bank National Association.


 


“Certificated
Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.14.3 hereof, substantially
in the form of Exhibit A hereto except that such note shall not bear the
Global Notes Legend and shall not have the “Schedule of Interests in the
Global Note” attached thereto.


 


“Clearstream”
means Clearstream Banking, societé anonyme.


 


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


 


“Company
Order” means a written order signed in the name of the Company by an
Officer.


 


“Company
Request” means a written request signed in the name of the Company by an
Officer.


 


“Consolidated
Net Tangible Assets” means the total amount of assets (including
investments in Joint Ventures) of the Company and its subsidiaries (less
applicable depreciation, amortization and other valuation reserves) after
deduction therefrom of (a) all current liabilities of the Company and its
subsidiaries (excluding (i) the current portion of long-term indebtedness,
(ii) intercompany liabilities and (iii) any liabilities which are by
their terms renewable or extendible at the option of the obligor thereon to a
time more than 12 months from the time as of which the amount thereof is being
computed) and (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount and any other like intangibles, all as set forth on
the consolidated balance sheet of the Company for the most recently completed
fiscal quarter for which financial statements are available and computed in
accordance with generally accepted accounting principles.


 


“Consolidated
Property” means any property of the Company or any of its Subsidiaries.


 


2





















 


“Corporate
Trust Office” means the office of the Trustee at which at any particular
time this Indenture shall be principally administered, which initially shall be
60 Livingston Avenue, St. Paul, MN 55107, Mailcode EP-MN-WS3C, Attention:
Corporate Trust Services.


 


“Custodian”
shall have the meaning set forth in Section 6.1.


 


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


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in the
form of one or more Global Notes, the person designated as Depositary by the
Company, which Depositary shall be a clearing agency registered under the
Exchange Act; and if at any time there is more than one such person, “Depositary”
as used with respect to the Notes shall mean the Depositary with respect to the
Notes.


 


“Dollars”
means the currency of the United States of America.


 


“DTC”
means The Depository Trust Company.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear Clearance System.


 


“Event
of Default” shall have the meaning set forth in Section 6.1.


 


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


 


“Exchange
Offer Registration Statement” has the meaning set forth in the Registration
Rights Agreement.


 


“Foreign
Currency” means any currency or currency unit issued by a government other
than the government of the United States of America.


 


“Foreign
Government Obligations” means with respect to Notes that are denominated in
a Foreign Currency, (i) direct obligations of the government that issued
or caused to be issued such currency for the payment of which obligations its
full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by or acting as an agency or instrumentality of such
government the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by such government, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.


 


“Funded
Debt” means all Indebtedness of the Company which (i) matures by its
terms on, or is renewable at the option of any obligor thereon to, a date more
than one year after the date of original issuance of such Indebtedness and (ii) ranks
at least pari passu with the notes.


 


3





















 


“Gaming
Laws” means the gaming laws of a jurisdiction or jurisdictions to which the
Company or a subsidiary of the Company is, or may at any time after the date of
this Indenture be, subject.


 


“Gaming
Authority” means the Nevada Gaming Commission, the Nevada State Gaming
Control Board, the New Jersey Casino Control Commission or any similar
commission or agency which has, or may at any time after the date of this
Indenture have, jurisdiction over the gaming activities of the Company or a
subsidiary of the Company or any successor thereto.


 


“Global
Note” or “Global Notes” means a Note or Notes, as the case may be,
in the form established pursuant to Section 2.13 evidencing all or part of
the Notes, issued to the Depositary or its nominee, and registered in the name
of such Depositary or nominee.


 


“Global
Notes Legend” means the legend set forth in Section 2.13.2, which is
required to be placed on all Global Notes issued under this Indenture.


 


“Guarantee”
shall have the meaning set forth in Section 12.1 hereof.


 


“Guarantor”
means the party named as such above until a successor replaces it and
thereafter means the successor.


 


“Holder”
or “Noteholder” means a Person in whose name a Note is registered.


 


“Indebtedness”
of any Person means (a) any indebtedness of such Person, contingent or
otherwise, in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by notes, bonds, debentures or similar instruments or
letters of credit, or representing the balance deferred and unpaid of the
purchase price of any property, including any such indebtedness incurred in
connection with the acquisition by such Person or any of its Subsidiaries of
any other business or entity, if and to the extent such indebtedness would
appear as a liability upon a balance sheet of such Person prepared in
accordance with generally accepted accounting principles, including for such
purpose obligations under capitalized leases, and (b) any guarantee,
endorsement (other than for collection or deposit in the ordinary course of
business), discount with recourse, agreement (contingent or otherwise) to
purchase, repurchase or otherwise acquire or to supply or advance funds with
respect to, or to become liable with respect to (directly or indirectly) any
indebtedness, obligation, liability or dividend of any Person, but shall not
include indebtedness or amounts owed for compensation to employees, or for
goods or materials purchased, or services utilized, in the ordinary course of
business of such Person.  Notwithstanding
anything to the contrary in the foregoing, “Indebtedness” shall not include (i) any
contracts providing for the completion of construction or other payment or
performance with respect to the construction, maintenance or improvement of, or
payment of taxes, revenue share payments or other fees to governmental entities
with respect to, property or equipment of the Company or its Affiliates or (ii) any
contracts providing for the obligation to advance funds, property or services
on behalf of an Affiliate of the Company in order to maintain the financial
condition of such Affiliate.  For
purposes of this definition of Indebtedness, a “capitalized lease” shall be
deemed to mean a lease


 


4





















 


of real
or personal property which, in accordance with generally accepted accounting
principles, is required to be capitalized.


 


“Indenture”
means this Indenture as amended from time to time and shall include the form
and terms of the Notes established as contemplated hereunder.


 


“Initial
Notes” means the first $250,000,000 aggregate principal amount of Notes
issued under this Indenture on the date hereof.


 


“Initial
Purchaser” shall have the meaning set forth in the purchase agreement dated
as of February 4, 2005 among the Company, the Guarantor, and the Initial
Purchaser listed therein.


 


“Institutional
Accredited Investor” means an institution that is an “accredited investor”
as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.


 


“Interest
Payment Date,” when used with respect to any Notes, means the date an
installment of interest is due and payable on such Notes.


 


“Joint
Venture” means any partnership, corporation or other entity, in which up to
and including 50% of the partnership interests, outstanding voting stock or
other equity interests is owned, directly or indirectly, by the Company and/or
one or more of its subsidiaries.


 


“Judgment
Currency” shall have the meaning set forth in Section 10.15.


 


“Legal
Holiday” shall have the meaning set forth in Section 10.7.


 


“LIBOR”
means the London interbank offered rates, calculated as set forth in the Form of
Note contained in Exhibit A.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit, arrangement,
encumbrance, security interest, lien (statutory or otherwise), or preference,
priority or other security or similar agreement or preferential arrangement of
any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement having substantially the same economic
effect as any of the foregoing).


 


“Maturity”
means the date on which the principal of the Notes becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, notice of option to elect repayment or
otherwise.


 


“Maturity
Date” shall have the meaning set forth in Section 2.1.1.


 


“New
Notes” means the Notes issued in the Registered Exchange Offer pursuant to Section 2.14.4
hereof.


 


5





















 


“New
York Banking Day” shall have the meaning set forth in Section 10.15.


 


“Non-recourse
Indebtedness” means indebtedness with terms providing that the lender’s
claim for repayment of such indebtedness is limited solely to a claim against
the property which secures the indebtedness.


 


“Non-U.S.
Person” means a Person who is not a U.S. Person as defined in Rule 902(k)
under the Securities Act.


 


“Notes”
has the meaning assigned to it in the preamble to this Indenture.  The Initial Notes and the Additional Notes
shall be treated as a single class for all purposes under this Indenture.


 


“Obligations”
means any principal, interest, premium, if any, penalties, fees,
indemnifications, reimbursements, damages or other liabilities or amounts
payable under the documentation governing or otherwise in respect of any
Indebtedness.


 


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


 


“Officer’s
Certificate” means a certificate signed by an Officer.


 


“Opinion
of Counsel” means a written opinion of legal counsel who is acceptable to
the Trustee.  The counsel may be an
employee of or counsel to the Company.


 


“Paying
Agent” shall have the meaning set forth in Section 2.3.


 


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


 


“Private
Placement Legend” means the legend set forth in Section 2.14.5(a) to
be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.


 


“QIB”
means a “qualified institutional buyer” as defined in Rule 144A.


 


“Redemption
Date” means the date of redemption of the Notes.


 


“Registered
Exchange Offer” has the meaning set forth in the Registration Rights
Agreement.


 


“Registrar”
shall have the meaning set forth in Section 2.3.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of February 9,
2005, by and among the Company, the Guarantor and the other parties named on
the signature pages thereof, as such agreement may be amended, modified or
supplemented


 


6





















 


from
time to time, and, with respect to any Additional Notes, one or more registration
rights agreements between the Company and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes
to register such Additional Notes under the Securities Act.


 


“Regular
Record Date” shall have the meaning set forth in Section 2.1.3.


 


“Regulation
S” means Regulation S promulgated under the Securities Act.


 


“Regulation
S Global Note” means a Global Note bearing the Private Placement Legend and
deposited with or on behalf of the Depositary and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.


 


“Required
Currency” shall have the meaning set forth in Section 10.15.


 


“Responsible
Officer” means any officer of the Trustee assigned to administer corporate
trust matters and also means, with respect to a particular corporate trust
matter, any other officer to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.


 


“Restricted
Certificated Note” means a Certificated Note bearing the Private Placement
Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private Placement Legend.


 


“Restricted
Period” means the 40-day distribution compliance period as defined in
Regulation S.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act.


 


“Rule 144A
Global Note” means a Global Note bearing the Private Placement Legend and
deposited with or on behalf of the Depositary and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 144A.


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated under the Securities Act.


 


“Sale
and Lease-Back Transaction” means any arrangement with a Person (other than
the Company or any of its Subsidiaries), or to which any such Person is a
party, providing for the leasing to the Company or any of its Subsidiaries for
a period of more than three years of


 


7





















 


any
Consolidated Property which has been or is to be sold or transferred by the
Company or any of its Subsidiaries to such Person or to any other Person (other
than the Company of any of its Subsidiaries), to which funds have been or are
to be advanced by such Person on the security of the leased property.


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


“Service
Agent” shall have the meaning set forth in Section 2.3.


 


“Significant
Subsidiary” means (i) any direct or indirect Subsidiary of the Company
that would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation
is in effect on the date hereof, or (ii) any group of direct or indirect
Subsidiaries of the Company that, taken together as a group, would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such regulation is in
effect on the date hereof.


 


“Stated
Maturity” means, when used with respect to the Notes or any installment of
interest thereon, the date specified in the Notes as the fixed date on which
the principal of the Notes or such installment of principal or interest is due
and payable.


 


“Subsidiary”
of any specified Person means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power for the
election of directors of such corporation (irrespective of whether or not at
the time stock of any other class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency) is at
the time directly or indirectly owned by such Person, or by one or more other
Subsidiaries, or by such Person and one or more other Subsidiaries.


 


“successor
person” shall have the meaning set forth in Section 5.1.


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as
in effect on the date of this Indenture; provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date, “TIA”
means, to the extent required by any such amendment, the Trust Indenture Act as
so amended.


 


“Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder.


 


“Unrestricted
Certificated Note” means one or more Certificated Notes that do not bear
and are not required to bear the Private Placement Legend.


 


8





















 


“Unrestricted
Global Note” means a permanent Global Note substantially in the form of Exhibit A
hereto that bears the Global Notes Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, and that is
deposited with or on behalf of and registered in the name of the Depositary,
representing a series of Notes that do not bear the Private Placement Legend.


 


“U.S.
Government Obligations” means securities which are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, and which in the case of
(i) and (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depositary receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depositary
receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation evidenced by such depositary receipt.


 


“Value”
means, with respect to a Sale and Lease-Back Transaction, as of any particular
time, the amount equal to the greater of (i) the net proceeds of the sale
or transfer of property leased pursuant to such Sale and Lease-Back Transaction
or (ii) the fair value, in the opinion of the Board of Directors as
evidenced by a board resolution, of such property at the time of entering into
such Sale and Lease-Back Transaction.


 


Section 1.2             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 correspond to the
following terms used in this Indenture:


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


“obligor” on the indenture securities means the Company and any
successor obligor upon the Notes.


 


All
other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.


 


9





















 


Section 1.3             Rules of Construction.


 


Unless
the context otherwise requires:


 


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


 


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


 


(c)           references to “generally accepted accounting
principles” shall mean generally accepted accounting principles in effect as of
the time when and for the period as to which such accounting principles are to
be applied;


 


(d)           “or” is not exclusive;


 


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


 


(f)            provisions apply to successive events and
transactions.


 


ARTICLE II.

THE NOTES


 


Section 2.1             Terms of the Notes.


 


The
following terms relating to the Notes are hereby established:


 


2.1.1        The entire outstanding principal of
the Notes will mature on February 8, 2008 (the “Maturity Date”).


 


2.1.2        The Notes shall be in denominations
of $1,000 and any integral multiple thereof. 
The Notes shall be denominated in U.S. dollars and all payments of
principal and interest on the Notes shall be made in U.S. dollars.


 


2.1.3        The Notes shall bear interest at a
floating rate based on LIBOR, determined by the Calculation Agent as set forth
in the Form of Note in Exhibit A. 
The date from which interest shall accrue shall be February 9,
2005; the Interest Payment Dates for the Notes on which interest shall be
payable shall be February 8, May 8, August 8 and November 8
of each year, beginning May 8, 2005; the Regular Record Dates for the
interest payable on the Notes on any Interest Payment Date shall be the January 22,
April 22, July 22 or October 22 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date (each a “Regular
Record Date”).  Interest shall accrue
on the basis of a 360-day year, consisting of twelve 30-day
months.  Interest on any Note shall be
payable only to the Person in whose name that Note is registered at the close
of business on the Regular Record Date for such interest payment.  If any Interest Payment Date, Redemption Date
or Maturity Date of any of the Notes is not a Business Day, then payment of
principal and interest will be made on


 


10





















 


the next
succeeding Business Day.  No interest
will accrue on the amount so payable for the period from such Interest Payment
Date, Redemption Date or Maturity Date, as the case may be, to the date payment
is made.


 


2.1.4        The place of payment where the
principal of and interest on the Notes shall be payable and the Notes may be
surrendered for the registration of transfer or exchange shall be the Corporate
Trust Office of the Trustee.  The place
where notices or demands to or upon the Company in respect of the Notes and
this Indenture may be served shall be the Corporate Trust Office of the
Trustee.


 


2.1.5        The Notes shall not be redeemable at
the option of any Holder thereof, whether upon the occurrence of any particular
circumstances or otherwise.  The Notes
will be redeemable, in whole or in part, at any time or from time to time on or
after February 8, 2007, at the option of the Company, at a redemption
price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest on the principal amount being redeemed to such
Redemption Date.  Notwithstanding the
foregoing, installments of interest on the Notes that are due and payable on
Interest Payment Dates falling on or prior to a Redemption Date will be payable
on the Interest Payment Date to the Person in whose name the Notes are
registered at the close of business on the Regular Record Date for such
interest payment.


 


Notice
of any redemption by the Company shall be mailed at least 30 days but not more
than 60 days before any Redemption Date to each holder of Notes to be
redeemed.  If the Company elects to
partially redeem the Notes, the Trustee shall select, in such manner as it
shall deem fair and appropriate, the Notes to be redeemed.


 


Section 2.2             Execution and Authentication.


 


An
Officer shall sign the Notes for the Company by manual or facsimile signature.


 


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


 


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


 


Subject
to the provisions of this Section 2.2, the Trustee shall, at any time, and
from time to time, authenticate Notes for original issue upon receipt by the
Trustee of a Company Order.  Such Company
Order may authorize authentication pursuant to written or electronic
instructions from the Company or its duly authorized agent or agents and shall
contain the amount of Notes to be authenticated, to whom the Notes are to be
registered and where the notes are to be delivered.


 


Prior
to the issuance of the Notes, the Trustee shall have received and (subject to Section 7.1)
shall be fully protected in relying on: (a) a Board Resolution, supplemental
indenture hereto or Officer’s Certificate establishing the form and terms of
the Notes, (b) an Officer’s


 


11





















 


Certificate
complying with Section 10.4, and (c) an Opinion of Counsel complying
with Section 10.4.


 


The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes.  An authenticating
agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as an Agent to deal with the Company or an Affiliate of the Company.


 


Section 2.3             Registrar and Paying Agent.


 


The
Company shall maintain, with respect to the Notes, at the place or places
specified pursuant to Section 2.1.4, an office or agency where the Notes
may be presented or surrendered for payment (“Paying Agent”), where the
Notes may be surrendered for registration of transfer or exchange (“Registrar”) and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served (“Service Agent”).  The Registrar shall keep a register with
respect to the Notes and to their transfer and exchange.  The Company will give prompt written notice to
the Trustee of the name and address, and any change in the name or address, of
each Registrar, Paying Agent or Service Agent. 
If at any time the Company shall fail to maintain any such required
Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


The
Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents 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
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.1.4 for the Notes for such
purposes.  The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the name or address of any such co-registrar, additional paying agent
or additional service agent.  The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service
agent.


 


The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and
Service Agent for the Notes.  The Company
hereby appoints DTC to act as Depositary with respect to the Global Notes.


 


Section 2.4             Paying Agent to Hold Money in Trust.


 


The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust, for the benefit of
Noteholders, or the Trustee, all money held by the Paying Agent for the payment
of principal of or interest on the Notes, and will


 


12





















 


notify
the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of Noteholders all money held by it as Paying Agent.


 


Section 2.5             Noteholder Lists.


 


The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Noteholders and
shall otherwise comply with TIA § 312(a). 
If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least ten days before each interest payment date and at such other
times as the Trustee may request in writing a list, in such form and as of such
date as the Trustee may reasonably require, of the names and addresses of
Noteholders.


 


Section 2.6             Intentionally Omitted.


 


Section 2.7             Mutilated, Destroyed, Lost and
Stolen Notes.


 


If any
mutilated Note is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Note of like
tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


If
there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Note and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Note has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
make available for delivery, in lieu of any such destroyed, lost or stolen
Note, a new Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


 


In
case any such mutilated, destroyed, lost or stolen Note has become or is about
to become due and payable, the Company in its discretion may, instead of
issuing a new Note, pay such Note.


 


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


 


Every
new Note issued pursuant to this Section in lieu of any destroyed, lost or
stolen Note shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Note shall be at any
time enforceable by anyone, and shall be


 


13





















 


entitled
to all the benefits of this Indenture equally and proportionately with any and
all other Notes duly issued hereunder.


 


The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.


 


Section 2.8             Outstanding Notes.


 


The
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest on a Global Note effected by the Trustee in
accordance with the provisions hereof and those described in this Section as
not outstanding.


 


If a
Note is replaced pursuant to Section 2.7, it ceases to be outstanding
until the Trustee receives proof satisfactory to it that the replaced Note is
held by a bona fide purchaser.


 


If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds on the Maturity Date money sufficient to pay such Notes
payable on that date, then on and after that date such Notes cease to be
outstanding and interest on them ceases to accrue.


 


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


 


Section 2.9             Treasury Notes.


 


In
determining whether the Holders of the required principal amount of Notes have
concurred in any request, demand, authorization, direction, notice, consent or
waiver Notes 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 request, demand, authorization, direction, notice, consent
or waiver only Notes that the Trustee knows are so owned shall be so
disregarded.


 


Section 2.10           Temporary Notes.


 


Until
definitive Notes are ready for delivery, the Company may prepare and the
Trustee shall, subject to Section 2.2, (in the case of original issuance),
authenticate temporary Notes upon a Company Order.  Temporary Notes shall be substantially in the
form of definitive Notes but may have variations that the Company considers
appropriate for temporary Notes.  Without
unreasonable delay, the Company shall prepare and the Trustee upon request
shall authenticate definitive Notes and date of maturity in exchange for
temporary Notes.  Until so exchanged,
temporary securities shall have the same rights under this Indenture as the
definitive Notes.


 


14





















 


Section 2.11           Cancellation.


 


The
Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment.  The
Trustee shall cancel all Notes surrendered for transfer, exchange, payment,
replacement or cancellation and shall destroy such canceled Notes (subject to
the record retention requirement of the Exchange Act) and deliver a
certificate of such destruction to the Company, unless the Company otherwise
directs.  The Company may not issue new
Notes to replace Notes that it has paid or delivered to the Trustee for
cancellation.


 


Section 2.12           Defaulted Interest.


 


If the
Company defaults in a payment of interest on the Notes, it shall pay the
defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the Persons who are Noteholders on a subsequent
special record date.  The Company shall
fix the record date and payment date.  At
least 30 days before the record date, the Company shall mail to the Trustee and
to each Noteholder a notice that states the record date, the payment date and
the amount of interest to be paid.  The
Company may pay defaulted interest in any other lawful manner.


 


Section 2.13           Global Notes.


 


2.13.1      Form of Notes. 
Notes shall be issued in global form substantially in the form of Exhibit A
hereto.


 


2.13.2      Legend. 
Any Global Note issued hereunder shall bear a legend in substantially the
following form:


 


“This Note is a Global Note within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. 
This Note is exchangeable for Notes registered in the name of a Person
other than the Depositary or its nominee only in the limited circumstances
described in the Indenture, and may not be transferred except as a whole by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such a successor
Depositary.”


 


2.13.3      Acts of Holders. 
The Depositary, as a Holder, may appoint agents and otherwise authorize
participants to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a Holder is entitled to give or
take under the Indenture.


 


2.13.4      Consents, Declaration and Directions. 
Except as provided in Section 2.15, the Company, the Trustee and
any Agent shall treat a person as the Holder of such principal amount of
outstanding Notes represented by a Global Note as shall be specified in a
written statement of the Depositary with respect to such Global Note, for
purposes of obtaining any


 


15





















 


consents,
declarations, waivers or directions required to be given by the Holders
pursuant to this Indenture.


 


Section 2.14           Transfer and Exchange.


 


2.14.1      Transfer
and Exchange of Global Notes.  A Global Note
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.  All Global Notes will be exchanged by the
Company for Certificated Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by
the Company within 120 days after the date of such notice from the Depositary
or (ii) the Company in its sole discretion determines that the Global
Notes (in whole but not in part) should be exchanged for Certificated Notes and
delivers a written notice to such effect to the Trustee.  Upon the occurrence of either of the preceding
events in (i) or (ii) above, Certificated Notes shall be issued in
such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.7 and 2.10 hereof.  Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.14 or Section 2.7 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for
another Note other than as provided in this Section 2.14.1, however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.14.2, 2.14.3, and 2.14.4 hereof.


 


2.14.2      Transfer
and Exchange of Beneficial Interests in the Global Notes. 
The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. 
Beneficial interests in the Restricted Global Notes shall be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. 
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (a) or (b) below, as applicable,
as well as one or more of the other following subparagraphs, as applicable:


 


(a)           Transfer of Beneficial Interests in the Same Global
Note.  Beneficial interests in any Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted
Period, transfers of beneficial interests in the Regulation S Global Note may
not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). 
Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note.  No written
orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.14.2(a).


 


16





















 


(b)           All Other Transfers and Exchanges of Beneficial
Interests in Global Notes.  In connection
with all transfers and exchanges of beneficial interests that are not subject
to Section 2.14.2(a) above, the transferor of such beneficial
interest must deliver to the Registrar either (A) (1) a written order
from a participant or an indirect participant in the Depositary given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another
Global Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the participant account to be
credited with such increase or (B) (1) a written order from a
participant or an indirect participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a
Certificated Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to
the Registrar containing information regarding the Person in whose name such
Certificated Note shall be registered to effect the transfer or exchange
referred to in (1) above.  Upon
consummation of a Registered Exchange Offer by the Company in accordance with Section 2.14.4
hereof, the requirements of this Section 2.14.2(b) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. 
Upon satisfaction of all of the requirements for transfer or exchange of
beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to Section 2.14.6
hereof.


 


(c)           Transfer of Beneficial Interests to Another
Restricted Global Note.  A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted
Global Note if the transfer complies with the requirements of Section 2.14.2(b) above
and the Registrar receives the following:


 


(i)            if the transferee will take delivery in the form of a
beneficial interest in the Rule 144A Global Note, then the transferor must
deliver a certificate in the form of Exhibit C hereto; and


 


(ii)           if the transferee will take delivery in the form of a
beneficial interest in the Regulation S Global Note, then the transferor must
deliver a certificate in the form of Exhibit D hereto.


 


(d)           Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in the Unrestricted Global
Note.  A beneficial interest in any Restricted
Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if
the exchange or transfer complies with the requirements of Section 2.14.2(b) above
and:


 


17





















 


(i)            such exchange or transfer is effected pursuant to the
Registered Exchange Offer in accordance with the Registration Rights Agreement
and the holder of the beneficial interest to be transferred, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a
Person participating in the distribution of the New Notes or (3) a Person
who is an affiliate (as defined in Rule 144) of the Company;


 


(ii)           such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;


 


(iii)          such transfer is effected by a Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or


 


(iv)          the Registrar receives a certificate and/or any other
information reasonably required by and satisfactory to it in order to ensure
compliance with the Securities Act and, if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


If any
such transfer is effected pursuant to subparagraph (ii) or (iv) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of a Company Order in accordance with Section 2.2
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (ii) or (iv) above.


 


Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.


 


2.14.3      Transfer
or Exchange of Beneficial Interests for Certificated Notes.


 


(a)           Beneficial Interests in Restricted Global Notes to
Restricted Certificated Notes.  If any holder
of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Certificated Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Certificated Note, then, upon receipt by the Registrar of an Opinion
of Counsel and/or a certificate and/or any other information reasonably
required by and satisfactory to it in order to ensure compliance with the
Securities Act, the Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.14.6
hereof, and the Company shall execute and the Trustee shall authenticate


 


18





















 


and
deliver to the Person designated in the instructions a Certificated Note in the
appropriate principal amount.  Any
Certificated Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.14.3 shall be registered in such
name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the participant or indirect participant in
the Depositary.  The Trustee shall
deliver such Certificated Notes to the Persons in whose names such Notes are so
registered.  Any Certificated Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.14.3(a) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.


 


(b)           Beneficial Interests in Restricted Global Notes to
Unrestricted Certificated Notes.  A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Certificated Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Certificated Note only if:


 


(i)            such exchange or transfer is effected pursuant to the
Registered Exchange Offer in accordance with the Registration Rights Agreement
and the holder of such beneficial interest, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a broker-dealer, (2) a Person
participating in the distribution of the New Notes or (3) a Person who is
an affiliate (as defined in Rule 144) of the Company;


 


(ii)           such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;


 


(iii)          such transfer is effected by a Broker-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or


 


(iv)          the Registrar receives an Opinion of Counsel and/or a
certificate and/or any other information reasonably required by and
satisfactory to it in order to maintain compliance with the Securities Act and
to ensure that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required.


 


(c)           Beneficial Interests in Unrestricted Global Notes
to Unrestricted Certificated Notes.  If any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Certificated Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Certificated
Note, then, upon satisfaction of the conditions set forth in Section 2.14.2(b) hereof,
the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.14.6 hereof, and the
Company shall execute


 


19





















 


and the
Trustee shall authenticate and deliver to the Person designated in the
instructions a Certificated Note in the appropriate principal amount.  Any Certificated Note issued in exchange for
a beneficial interest pursuant to this Section 2.14.3(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the participant or
indirect participant in the Depositary. 
The Trustee shall deliver such Certificated Notes to the Persons in
whose names such Notes are so registered. 
Any Certificated Note issued in exchange for a beneficial interest
pursuant to this Section 2.14.3(c) shall not bear the Private
Placement Legend.


 


2.14.4      Registered
Exchange Offer.  Upon the occurrence of the Registered
Exchange Offer in accordance with the Registration Rights Agreement, the
Company shall issue and, upon receipt of a Company Order in accordance with Section 2.2,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Notes tendered for acceptance by
Persons that certify in the applicable letters of transmittal that (x) they are
not broker-dealers, (y) they are not participating in a distribution of the New
Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Registered Exchange Offer and (ii) Certificated
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Certificated Notes accepted for exchange in the Registered Exchange
Offer.  Concurrently with the issuance of
such Notes, the Trustee shall cause the aggregate principal amount of the
applicable Restricted Global Notes to be reduced accordingly, and the Company
shall execute and the Trustee shall authenticate and deliver to the Persons
designated by the Holders of Certificated Notes so accepted Unrestricted
Certificated Notes in the appropriate principal amount.


 


2.14.5      Legends. 
The following legends shall appear on the face of all Global Notes and
Certificated Notes issued under this Indenture unless specifically stated
otherwise in the applicable provisions of this Indenture.


 


(a)           Private Placement Legend.  Except as permitted by subparagraph (b) below,
each Global Note and each Certificated Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in substantially the
following form:


 


“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE
INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN
AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903


 


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OR RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT, OR (3) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS, AS SET
FORTH IN (A) ABOVE, AND, IN ADDITION, TO AN INSTITUTIONAL INVESTOR THAT IS
AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT AND, IN THE CASE OF EACH OF CLAUSES (A) AND (B), IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.  IN CONNECTION WITH ANY
TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
NOTE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE
ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE
REQUIRED PURSUANT TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”


 


(b)           Notwithstanding the foregoing, any Global Note or
Certificated Note issued pursuant to Sections 2.14.2(d), 2.14.3(b), 2.14.3(c),
2.14.4 (and all Notes issued in exchange therefor or substitution thereof)
shall not bear the Private Placement Legend.


 


(c)           Global Notes Legend. 
Each Global Note shall bear the Global Notes Legend in addition to the
Private Placement Legend.


 


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


 


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2.14.7      General
Provisions Relating to Transfers and Exchanges.


 


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


 


(b)           No service charge shall be made to a Holder of a
beneficial interest in a Global Note or to a Holder of a Certificated Note for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections
2.10, 3.7, and 9.6 hereof).


 


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


 


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


 


(e)           Neither the Company nor the Registrar shall be
required (A) to issue, to register the transfer of or to exchange any
Notes during a period beginning at the opening of business 15 days before the
day of any selection of Notes for redemption under Section 3.2 hereof and
ending at the close of business on the day of selection, (B) to register
the transfer of or to exchange any Note so selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part or (C) to
register the transfer of or to exchange a Note between a record date and the
next succeeding Interest Payment Date.


 


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


 


(g)           The Trustee shall authenticate Global Notes and
Certificated Notes in accordance with the provisions of Section 2.2
hereof.


 


(h)           All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.14
to effect a registration of transfer or exchange may be submitted by facsimile.


 


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Section 2.15           Payments.


 


Notwithstanding
the other provisions of this Indenture, unless otherwise specified, payment of
the principal of and interest, if any, on any Global Note shall be made to the
Holder thereof.


 


Section 2.16           CUSIP Numbers.


 


The
Company in issuing the Notes 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 that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption
and that reliance may be placed only on the other elements of identification
printed on the Notes, and any such redemption shall not be affected by any
defect in or omission of such numbers.


 


Section 2.17           Mandatory Disposition of Notes
Pursuant to Gaming Laws.


 


Each
Holder and beneficial owner, by accepting or otherwise acquiring an interest in
the Notes, shall be deemed to have agreed that if the Gaming Authority of any
jurisdiction in which the Company or any of its subsidiaries conducts or
proposes to conduct gaming requires that a Person who is a Holder or beneficial
owner must be licensed, qualified or found suitable under the applicable Gaming
Laws, such Holder or beneficial owner 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, then the Company shall have the
right, at its option, (i) to require such Person to dispose of its Notes
or beneficial interest therein 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 (ii) to redeem such Notes at a redemption price
equal to the lesser of (a) such Person’s cost or (b) 100% of the
principal amount thereof, plus accrued and unpaid interest to the earlier of
the redemption date and the date of the finding of unsuitability, which may be
less than 30 days following the notice of redemption if so requested or
prescribed by the Gaming Authority.  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 or beneficial owner may
incur in connection with its application for a license, qualification or a
finding of suitability.


 


Section 2.18           Additional Notes.


 


The
Company may, from time to time, subject to compliance with any other applicable
provisions of this Indenture, without the consent of the Holders, create and
issue pursuant to this Indenture Additional Notes having terms and conditions
identical to those of the Initial Notes, except that Additional Notes:


 


(i)  may have a different issue date from
the Initial Notes;


 


(ii)  may have a different amount of
interest payable than is payable on the Initial Notes;


 


23





















 


(iii)  may have terms specified in the
Additional Note Board Resolution or Additional Note Supplemental Indenture for
such Additional Notes making appropriate adjustments applicable to such
Additional Notes in order to conform to and ensure compliance with the
Securities Act (or other applicable securities laws) and any registration
rights or similar agreement applicable to such Additional Notes, which are not
adverse in any material respect to the Holder of any Initial Notes; and


 


(iv)  may be entitled to additional interest
as contemplated in Section 2.19 not applicable to Initial Notes and may
not be entitled to such additional interest applicable to Initial Notes.


 


Section 2.19           Additional Interest Under
Registration Rights Agreements


 


Under
certain circumstances, the Company may be obligated to pay Additional Interest
to Holders, all as and to the extent set forth in the Registration Rights
Agreement or any registration rights agreement applicable to Additional
Notes.  The terms thereof are hereby
incorporated herein by reference and such Additional Interest, if required to
be paid, is deemed to be interest for purposes of this Indenture.


 


ARTICLE III.

REDEMPTION


 


Section 3.1             Optional Redemption.


 


The
Notes shall not be redeemable at the option of any Holder thereof, upon the
occurrence of any particular circumstances or otherwise.  The Notes will be redeemable, in whole or in
part, at any time or from time to time on or after February 8, 2007, at
the option of the Company, in principal amounts of $1,000 or any integral
multiple of $1,000 at a redemption price equal to 100% of the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest on the principal
amount being redeemed to such Redemption Date. 
Notwithstanding the foregoing, installments of interest on the Notes
that are due and payable on Interest Payment Dates falling on or prior to a Redemption
Date will be payable on the Interest Payment Date to the Person in whose name
the Notes are registered at the close of business on the Regular Record Date
for such interest payment.


 


Section 3.2             Notice to Trustee.


 


If the
Company elects to redeem Notes pursuant to the optional redemption provisions
of Section 3.1, it shall notify the Trustee of the Redemption Date and the
principal amount of Notes to be redeemed.


 


Section 3.3             Selection of Notes to be Redeemed.


 


If
less than all the Notes are to be redeemed, the Trustee shall select the Notes
to be redeemed in any manner that the Trustee deems fair and appropriate.  The Trustee shall make the selection from
Notes outstanding not previously called for redemption.  The Trustee may


 


24





















 


select
for redemption portions of the principal of Notes that have denominations
larger than $1,000.  Notes and portions
of them it selects shall be in amounts of $1,000 or whole multiples of $1,000.


 


Section 3.4             Notice of Redemption.


 


At
least 30 days 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 whose
Notes are to be redeemed (and provide a copy of such notice to the Trustee).


 


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


 


(a)           the redemption date;


 


(b)           the redemption price;


 


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


 


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


 


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


 


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


 


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


 


At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense, provided that the Company makes such request
at least two Business Days (or such shorter time as is reasonably acceptable to
the Trustee) prior to the date by which such notice of redemption must be given
to Holders in accordance with this Section 3.4 and provides the Trustee
with all information required for such notice of redemption.


 


If mailed
in the manner provided for in this Section 3.4, the notice of redemption
shall be conclusively presumed to have been given whether or not the Holder
receives such notice.  Failure to give
such notice or any defect in the notice to any Holder shall not affect the
validity of the notice or the redemption.


 


25





















 


Section 3.5             Effect of Notice of Redemption.


 


Once
notice of redemption is mailed as provided in Section 3.4, Notes called
for redemption become due and payable on the redemption date and at the
redemption price.  A notice of redemption
may not be conditional.  Upon surrender
to the Paying Agent, such Notes shall be paid at the redemption price plus
accrued interest to the redemption date.


 


Section 3.6             Deposit 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, if any,
on all Notes to be redeemed on that date. 
If the Company complies with the provisions of this Section, on and
after the Redemption Date, interest will cease to accrue on the Note or the
portions of the Notes called for redemption.


 


Section 3.7             Notes Redeemed in Part.


 


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


 


ARTICLE IV.

COVENANTS


 


Section 4.1             Payment of Principal and Interest.


 


The
Company covenants and agrees for the benefit of the Holders of the Notes that
it will duly and punctually pay the principal of and interest, if any, on the
Notes in accordance with the terms of the Notes and this Indenture.


 


Section 4.2             SEC Reports.


 


The
Company shall deliver to the Trustee within 15 days after it files them with
the SEC copies of the annual reports and the information, documents, and other
reports (or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act.  The Company also shall comply with the other
provisions of TIA § 314(a). 
Delivery of reports, information and documents to the Trustee under this
Section is for informational purposes only and the Trustee’s receipt of
the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein.


 


Section 4.3             Compliance Certificate.


 


The
Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year of the Company, an Officers’ Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept,


 


26





















 


observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he may have knowledge).


 


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


 


Section 4.4             Stay, Extension and Usury Laws.


 


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


 


Section 4.5             Corporate Existence.


 


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


 


Section 4.6             Taxes.


 


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


 


27





















 


Section 4.7             Limitation on Liens.


 


Neither
the Company nor any of its Subsidiaries may issue, assume or guarantee any
Indebtedness secured by a Lien upon any Consolidated Property or on any Indebtedness
or shares of capital stock of, or other ownership interests in, any
Subsidiaries (regardless of whether the Consolidated Property, Indebtedness,
capital stock or ownership interests were acquired before or after the date of
the Indenture) without effectively providing that the Notes shall be secured
equally and ratably with (or prior to) such Indebtedness so long as such
Indebtedness shall be so secured, except that this restriction will not apply
to: (a) Liens existing on the date of original issuance of the Notes; (b) Liens
affecting property of a corporation or other entity existing at the time it
becomes a Subsidiary of the Company or at the time it is merged into or
consolidated with the Company or a Subsidiary of the Company; (c) Liens on
property existing at the time of acquisition thereof or to secure Indebtedness
incurred prior to, at the time of, or within 24 months after the acquisition
for the purpose of financing all or part of the purchase price thereof; (d) Liens
on any property to secure all or part of the cost of improvements or
construction thereon or Indebtedness incurred to provide funds for such purpose
in a principal amount not exceeding the cost of such improvements or
construction; (e) Liens which secure Indebtedness owing by a Subsidiary of
the Company to the Company or to another Subsidiary of the Company; (f) Liens
securing Indebtedness of the Company the proceeds of which are used
substantially simultaneously with the incurrence of such Indebtedness to retire
Funded Debt; (g) purchase money security Liens on personal property; (h) Liens
securing Indebtedness of the Company or any of its Subsidiaries the proceeds of
which are used within 24 months of the incurrence of such Indebtedness for the
cost of the construction and development or improvement of property of the
Company or any of its Subsidiaries; (i) Liens on the stock, partnership or
other equity interest of the Company or any of its Subsidiaries in any Joint
Venture or any such Subsidiary which owns an equity interest in such Joint
Venture to secure Indebtedness, provided the amount of such Indebtedness
is contributed and/or advanced solely to such Joint Venture; (j) Liens to
government entities, including pollution control or industrial revenue bond
financing; (k) Liens required by any contract or statute in order to permit the
Company or a Subsidiary of the Company to perform any contract or subcontract
made by it with or at the request of a governmental entity; (l) mechanic’s,
materialman’s, carrier’s or other like Liens, arising in the ordinary course of
business; (m) Liens for taxes or assessments and similar charges; (n) zoning
restrictions, easements, licenses, covenants, reservations, restrictions on the
use of real property and certain other minor irregularities of title; and (o)
any extension, renewal, replacement or refinancing of any Indebtedness secured
by a Lien permitted by any of the foregoing clauses (a) through (n).  Notwithstanding the foregoing, the Company
and any one or more of its Subsidiaries may, without securing the Notes, issue,
assume or guarantee Indebtedness which would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with
all other such Indebtedness of the Company and its Subsidiaries which would
otherwise be subject to the foregoing restrictions (not including Indebtedness
permitted by the preceding paragraph) and the aggregate Value of Sale and
Lease-Back Transactions (other than those in connection with which the Company
has voluntarily retired Funded Debt), does not at any one time exceed 15% of
Consolidated Net Tangible Assets of the Company and its consolidated
Subsidiaries.


 


28





















 


Section 4.8             Limitation on Sale and Lease-Back
Transactions.


 


Neither
the Company nor any of its Subsidiaries shall enter into any Sale and
Lease-Back Transaction unless either (a) the Company or such Subsidiary
would be entitled, pursuant to the above provisions, to incur Indebtedness in a
principal amount equal to or exceeding the Value of such Sale and Lease-Back
Transaction, secured by a Lien on the property to be leased, without equally
and ratably securing the Notes or (b) the Company within 120 days after
the effective date of such Sale and Lease-Back Transaction applies to the
voluntary retirement of its Funded Debt an amount equal to the Value of the
Sale and Lease-Back Transaction (subject to credits for certain voluntary
retirements of Funded Debt).


 


ARTICLE V.

SUCCESSORS


 


Section 5.1             When Company May Merge, Etc.


 


The
Company shall not consolidate with or merge with or into any other Person or,
directly or indirectly, sell, lease or convey all or substantially all of its
assets to another Person, and may not permit any Person to, directly or
indirectly, sell, lease or convey all or substantially all of its assets to the
Company, whether in a single transaction or a series of related transactions,
unless:


 


(a)           either the Company shall be the continuing person, or
the Person (if other than the Company) formed by such consolidation or into or
with which the Company is merged or to which the assets of the Company are
transferred shall be a corporation organized and validly existing under the
laws of the United States or any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company on the Notes and under this Indenture;


 


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


 


(c)           the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, conveyance or lease and such supplemental indenture comply with
this Section 5.1 and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


Notwithstanding the foregoing, the restrictions set
forth in this Section 5.1 shall not apply to the proposed merger with
Caesars Entertainment, Inc. and the proposed sale of Harrah’s East Chicago
and Harrah’s Tunica and the Atlantic City Hilton and Bally’s Tunica by Caesars
Entertainment, Inc., if applicable, to an affiliate of Colony Capital,
LLC.


 


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Section 5.2             Successor Corporation Substituted.


 


Upon
any consolidation or merger, or any sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor person has been
named as the Company herein; provided, however, that the
predecessor Company in the case of a sale, lease, conveyance or other
disposition shall not be released from the obligation to pay the principal of
and interest, if any, on the Notes.


 


ARTICLE VI.

DEFAULTS AND REMEDIES


 


Section 6.1             Events of Default.


 


“Event
of Default,” wherever used herein with respect to the Notes, means any one
of the following events:


 


(a)           default in the payment of any interest on any Note
when it becomes due and payable, and continuance of such default for a period
of 30 days (unless the entire amount of such payment is deposited by the
Company with the Trustee or with a Paying Agent prior to the expiration of such
period of 30 days); or


 


(b)           default in the payment of the principal of any Note at
its Maturity, upon redemption or otherwise; or


 


(c)           default in the performance or breach of any covenant
or warranty of the Company or the Guarantor in this Indenture, which default
continues uncured for a period of 60 days after there has been given, by
registered or certified mail, to the Company or the Guarantor by the Trustee or
to the Company, the Guarantor and the Trustee by the Holders of at least 25% in
principal amount of the outstanding Notes (including Additional Notes, if any)
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(d)           the acceleration of the maturity of any Indebtedness
of the Company (other than Non-recourse Indebtedness), at any one time, in an
amount in excess of the greater of (i) $25 million and (ii) 5% of
Consolidated Net Tangible Assets, if such acceleration is not annulled within
30 days after written notice to the Company by the Trustee and the Holders of
at least 25% in principal amount of the outstanding Notes (including Additional
Notes, if any); or


 


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(e)           the Company or any of its Significant Subsidiaries
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 of it or
for all or substantially all of its property,


 


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


 


(v)           generally is not paying its debts as the same become
due; or


 


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


 


(i)            is for relief against the Company or any of its
Significant Subsidiaries in an involuntary case,


 


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


 


(iii)          orders the liquidation of the Company or any of its
Significant Subsidiaries, and the order or decree remains unstayed and in
effect for 60 consecutive days.


 


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


 


Section 6.2             Acceleration of Maturity; Rescission
and Annulment.


 


If an
Event of Default with respect to the Notes at the time outstanding occurs and
is continuing (other than an Event of Default referred to in Section 6.1(e) or
(f)) then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the outstanding Notes (including Additional Notes, if any)
may declare the principal amount of and accrued and unpaid interest, if any, on
all of the Notes to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) and accrued and
unpaid interest, if any, shall become immediately due and payable.  If an Event of Default specified in Section 6.1(e) or
(f) shall occur, the principal amount (or specified amount) of and
accrued and unpaid interest, if any, on all outstanding Notes shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.


 


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At any
time after such a declaration of acceleration with respect to the Notes has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes, by written notice to the Company and the Trustee, may, on behalf of all
the Holders, rescind and annul such declaration and its consequences if:


 


(a)           the Company has paid or deposited with the Trustee a
sum sufficient to pay


 


(i)            all overdue interest, if any, on all Notes,


 


(ii)           the principal of any Notes which have become due
otherwise than by such declaration of acceleration and interest thereon,


 


(iii)          to the extent that payment of such interest is lawful,
interest upon any overdue principal and overdue interest at the rate or rates
prescribed therefor in such Notes, and


 


(iv)          all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and


 


(b)           all Events of Default with respect to the Notes, other
than the non-payment of the principal of the Notes which have become due solely
by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


 


No
such rescission shall affect any subsequent Default or impair any right
consequent thereon.


 


Section 6.3             Collection of Indebtedness and Suits
for Enforcement by Trustee.


 


The
Company covenants that if:


 


(a)           default is made in the payment of any interest on any
Note when such interest becomes due and payable and such default continues for
a period of 30 days, or


 


(b)           default is made in the payment of principal of any
Note at the Maturity thereof,


 


then, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of the Notes,
the whole amount then due and payable on the Notes for principal and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal or any overdue interest, at the rate or rates
prescribed therefor in the Notes, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of


 


32





















 


collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Notes and collect the moneys adjudged or
deemed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon the Notes, wherever situated.


 


If an
Event of Default with respect to any Note occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of the Notes by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.


 


Section 6.4             Trustee May File Proofs of
Claim.


 


In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


(a)           to file and prove a claim for the whole amount of
principal and interest owing and unpaid in respect of the Notes and to file
such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and


 


(b)           to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same,


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.


 


33





















 


Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.


 


Section 6.5             Trustee May Enforce Claims
Without Possession of Notes.


 


All
rights of action and claims under this Indenture or the Notes may be prosecuted
and enforced by the Trustee without the possession of any of the Notes or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.


 


Section 6.6             Application of Money Collected.


 


Any
money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such money on account of principal or interest, upon
presentation of the Notes and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


 


First:                       To
the payment of all amounts due the Trustee under Section 7.7; and


 


Second:                  To
the payment of the amounts then due and unpaid for principal of and interest on
the Notes in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Notes for principal and interest,
respectively; and


 


Third:                     To
the Company.


 


Section 6.7             Limitation on Suits.


 


No
Holder of any Note shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless


 


(a)           such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Notes;


 


(b)           the Holders of not less than 25% in principal amount
of the outstanding Notes shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;


 


34





















 


(c)           such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


(d)           the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such
proceeding; and


 


(e)           no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Notes;


 


it being understood and intended that no one or more
of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Holders, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal
and ratable benefit of all such Holders.


 


Section 6.8             Unconditional Right of Holders to
Receive Principal and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Notes shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest, if any, on the Notes on the Stated Maturity (or, in the case
of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


 


Section 6.9             Restoration of Rights and Remedies.


 


If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


 


Section 6.10           Rights and Remedies Cumulative.


 


Except
as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.7, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


35





















 


Section 6.11           Delay or Omission Not Waiver.


 


No
delay or omission of the Trustee or of any Holder of any Notes to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and
remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Holders, as the case may be.


 


Section 6.12           Control by Holders.


 


The
Holders of a majority in principal amount of the outstanding Notes shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Notes, provided that:


 


(a)           such direction shall not be in conflict with any rule of
law or with this Indenture,


 


(b)           the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction, and


 


(c)           subject to the provisions of Section 6.1, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer of the Trustee, determine
that the proceeding so directed would involve the Trustee in personal
liability.


 


Section 6.13           Waiver of Past Defaults.


 


The
Holders of not less than a majority in principal amount of the outstanding
Notes may on behalf of the Holders of all the Notes waive any past Default
hereunder with respect to the Notes and its consequences, except a Default in
the payment of the principal of or interest on any Notes (provided, however,
that the Holders of a majority in principal amount of the outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). 
Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.


 


Section 6.14           Undertaking for Costs.


 


All
parties to this Indenture agree, and each Holder of any Notes by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, 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, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party


 


36





















 


litigant;
but the provisions of this Section shall not apply to any suit instituted
by the Company, to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the outstanding Notes, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or interest on
any Notes on or after the Stated Maturity or Stated Maturities expressed in
such Note (or, in the case of redemption, on the redemption date).


 


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:


 


(i)            The Trustee need perform only those duties that are
specifically set forth in this Indenture and no others.


 


(ii)           In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon Officers’ Certificates or Opinions of
Counsel furnished to the Trustee and conforming to the requirements of this
Indenture; however, in the case of any such Officers’ Certificates or
Opinions of Counsel which by any provisions hereof are specifically required to
be furnished to the Trustee, the Trustee shall examine such Officers’
Certificates and Opinions of Counsel to determine whether or not they conform
to the requirements of this Indenture.


 


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


 


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


 


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


 


(iii)          The Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it with respect to the Notes
in good faith in accordance with the direction of the Holders of a majority in
principal amount of the outstanding Notes relating to the time, method and


 


37





















 


place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Notes.


 


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


 


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


 


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


 


(g)           No provision of this Indenture shall require the
Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk is not reasonably assured to
it.


 


(h)           The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections, immunities and standard of care as
are set forth in paragraphs (a), (b) and (c) of this Section with
respect to the Trustee.


 


Section 7.2             Rights of Trustee.


 


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


 


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


 


(c)           The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.  No Depositary shall be deemed an
agent of the Trustee and the Trustee shall not be responsible for any act or
omission by any Depositary.


 


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


 


(e)           The Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect


 


38





















 


of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


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


 


(g)           The Trustee shall be entitled to rely on faxed or
telecopy documents in the same manner and to the same extent that it may rely
on original, manually signed documents.


 


(h)           The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a trust officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office, and such
notice references the Notes and this Indenture.


 


(i)            Except with respect to Section 4.1, the Trustee
shall have no duty to inquire as to the performance of the Company with respect
to the covenants in Article IV or Article V.


 


Section 7.3             Individual Rights of Trustee.


 


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


 


Section 7.4             Trustee’s Disclaimer.


 


The
Trustee makes no representation as to the validity or adequacy of this
Indenture or the Notes, it shall not be accountable for the Company’s use of
the proceeds from the Notes, and it shall not be responsible for any statement
in the Notes other than its authentication.


 


Section 7.5             Notice of Defaults.


 


If a
Default or Event of Default occurs and is continuing with respect to the Notes
and if it is known to a Responsible Officer of the Trustee, the Trustee shall
mail to each Noteholder, notice of a Default or Event of Default within 90 days
after it occurs or, if later, after a Responsible Officer of the Trustee has
knowledge of such Default or Event of Default. 
Except in the case of a Default or Event of Default in payment of
principal of or interest on the Notes, the Trustee may withhold the notice if
and so long as its corporate trust committee or a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Noteholders.


 


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Section 7.6             Reports by Trustee to Holders.


 


Within
60 days after May 15 in each year, the Trustee shall transmit by mail to
all Noteholders, as their names and addresses appear on the register kept by
the Registrar, a brief report dated as of such May 15, in accordance with,
and to the extent required under, TIA § 313.


 


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


 


Section 7.7             Compensation and Indemnity.


 


The
Company shall pay to the Trustee from time to time reasonable compensation for
its services as shall be agreed upon pursuant to a separate agreement dated not
later than the date hereof.  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 (including the cost of defending itself)
against any loss, liability or expense incurred by it except as set forth in
the next paragraph in the performance of its duties under this Indenture as
Trustee or Agent.  The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.  The Company shall defend the claim and the
Trustee shall cooperate in the defense. 
The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. 
The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.  This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee.


 


The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through gross negligence or bad faith.


 


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


 


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


 


The obligations of the Company pursuant to this Section 7.7 shall
survive the resignation or removal of the Trustee and the termination of this
Indenture.


 


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Section 7.8             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 with respect to the Notes by so notifying the Company.  The Holders of a majority in principal amount
of the Notes may remove the Trustee with respect to the Notes by so notifying
the Trustee and the Company.  The Company
may remove the Trustee with respect to Notes if:


 


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


 


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


 


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


 


(d)           the Trustee becomes incapable of acting.


 


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


 


If a
successor Trustee with respect to the Notes does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.


 


If the
Trustee with respect to the Notes fails to comply with Section 7.10, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. 
Immediately after that, the retiring Trustee shall transfer all property
held by it as Trustee to the successor Trustee subject to the lien provided for
in Section 7.7, 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 with respect to the Notes.  A successor Trustee shall mail a notice of
its succession to each Noteholder. 
Notwithstanding replacement of the Trustee pursuant to this Section 7.8,
the Company’s obligations under Section 7.7 hereof shall continue for the
benefit of the retiring trustee with respect to expenses and liabilities
incurred by it prior to such replacement.


 


41





















 


Section 7.9             Successor Trustee by Merger, etc.


 


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


 


Section 7.10           Eligibility; Disqualification.


 


This
Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5).  The Trustee shall
always have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b).


 


Section 7.11           Preferential Collection of Claims
Against Company.


 


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


 


ARTICLE VIII.

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1             Satisfaction and Discharge of
Indenture.


 


This
Indenture shall upon Company Order cease to be of further effect (except as
hereinafter provided in this Section 8.1), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


 


(a)           either


 


(i)            all Notes theretofore authenticated and delivered
(other than Notes that have been destroyed, lost or stolen and that have been
replaced or paid) have been delivered to the Trustee for cancellation; or


 


(ii)           all such Notes not theretofore delivered to the
Trustee for cancellation


 


(1)   have become due and
payable, or


 


(2)   will become due and
payable at their Stated Maturity within one year, or


 


(3)   are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, or


 


42





















 


(4)   are deemed paid and
discharged pursuant to Section 8.3, as applicable;


 


and the Company, in the case of (1), (2) or (3) above,
has deposited or caused to be deposited with the Trustee as trust funds in
trust an amount sufficient for the purpose of paying and discharging the entire
indebtedness on such Notes not theretofore delivered to the Trustee for
cancellation, for principal and interest to the date of such deposit (in the
case of Notes which have become due and payable on or prior to the date of such
deposit) or to the Stated Maturity or redemption date, as the case may be;


 


(b)           the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and


 


(c)           the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture have been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.7, and, if money shall have been
deposited with the Trustee pursuant to clause (a) of this
Section, the provisions of Sections 2.3, 2.7, 2.14, 8.1,  8.2 and 8.5
shall survive.


 


Section 8.2             Application of Trust Funds;
Indemnification.


 


(a)           Subject to the provisions of Section 8.5, all
money deposited with the Trustee pursuant to Section 8.1, all money and
U.S. Government Obligations or Foreign Government Obligations deposited with
the Trustee pursuant to Section 8.3 or 8.4 and all money received by the
Trustee in respect of U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4,
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by
the Trustee or to make payments as contemplated by Sections 8.3 or 8.4.


 


(b)           The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations or Foreign Government Obligations deposited pursuant to
Sections 8.3 or 8.4 or the interest and principal received in respect of such
obligations other than any payable by or on behalf of Holders.


 


(c)           The Trustee shall deliver or pay to the Company from
time to time upon Company Request any U.S. Government Obligations or Foreign
Government Obligations or money held by it as provided in Sections 8.3 or 8.4
which, in the opinion of a


 


43





















 


nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received.  This provision shall not authorize the sale
by the Trustee of any U.S. Government Obligations or Foreign Government
Obligations held under this Indenture.


 


Section 8.3             Legal Defeasance of Notes.


 


The
Company shall be deemed to have paid and discharged the entire indebtedness on
all the outstanding Notes on the 91st day after the date of the deposit
referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Notes, shall no longer be in
effect (and the Trustee, at the expense of the Company, shall, at Company
Request, execute proper instruments acknowledging the same), except as to:


 


(a)           the rights of Noteholders to receive, from the trust
funds described in subparagraph (d) hereof, payment of the principal of
and each installment of principal of and interest on the outstanding Notes on
the Stated Maturity of such principal or installment of principal or interest;


 


(b)           the provisions of Sections 2.3, 2.7, 2.14, 8.2, 8.3
and 8.5; and


 


(c)           the rights, powers, trust and immunities of the
Trustee hereunder;


 


provided that, the following
conditions shall have been satisfied:


 


(d)           the Company shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Noteholders, cash in Dollars (or such
other money or currencies as shall then be legal tender in the United
States) and/or U.S. Government Obligations, which through the payment of
interest and principal in respect thereof, in accordance with their terms, will
provide (and without reinvestment and assuming no tax liability will be imposed
on such Trustee), not later than one day before the due date of any payment of
money, an amount in cash, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of
principal of and interest, if any, on all the Notes on the dates such
installments of interest or principal are due;


 


(e)           such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;


 


44





















 


(f)            no Default or Event of Default with respect to the
Notes shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;


 


(g)           the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture,
there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the Notes will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred;


 


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


 


(i)            such deposit shall not result in the trust arising
from such deposit constituting an investment company (as defined in the
Investment Company Act of 1940, as amended), or such trust shall be qualified
under such Act or exempt from regulation thereunder; and


 


(j)            the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to the defeasance contemplated by
this Section have been complied with.


 


Section 8.4             Covenant Defeasance.


 


On and
after the 91st day after the date of the deposit referred to in subparagraph (a) hereof,
the Company may omit to comply with any term, provision or condition set forth
under Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 5.1 (and the failure to
comply with any such covenants shall not constitute a Default or Event of
Default under Section 6.1) and the occurrence of any event described
in clause (e) of Section 6.1 shall not constitute a Default or Event
of Default hereunder, with respect to the Notes, provided that the following
conditions shall have been satisfied:


 


(a)           With reference to this Section 8.4, the Company
has deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with
the Trustee as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Noteholders, cash in Dollars (or such
other money or currencies as shall then be legal tender in the United
States) and/or U.S. Government Obligations, which through the payment of
interest and principal in respect thereof, in accordance with their terms, will


 


45





















 


provide
(and without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money,
an amount in cash, sufficient, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay principal and interest,
if any, on the Notes on the dates such installments of interest or principal
are due;


 


(b)           Such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;


 


(c)           No Default or Event of Default with respect to the
Notes shall have occurred and be continuing on the date of such deposit or
during the period ending on the 91st day after such date;


 


(d)           the Company shall have delivered to the Trustee an
Opinion of Counsel confirming that Holders of the Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit and defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such deposit and defeasance had not occurred;


 


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


 


(f)            The Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the defeasance
contemplated by this Section have been complied with.


 


Section 8.5             Repayment to Company.


 


The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal and interest that remains unclaimed
for two years.  After that, Noteholders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person.


 


ARTICLE IX.

AMENDMENTS AND WAIVERS


 


Section 9.1             Without Consent of Holders.


 


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


 


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


 


46





















 


(b)           to comply with Article V;


 


(c)           to make any change that does not adversely affect the
rights of any Noteholder;


 


(d)           to provide for the issuance of Additional Notes as
permitted by this Indenture; or


 


(e)           to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA.


 


The
Company may also provide for the issuance of New Notes, which will have terms
substantially identical to the other outstanding Notes except that (i) a
Private Placement Legend shall not be required and (ii) the related
transfer restrictions under the Securities Act and this Indenture and the payment
of Additional Interest shall not be applicable to such New Notes.  The New Notes shall be treated, together with
any outstanding Notes, as a single issue of securities.


 


Section 9.2             With Consent of Holders.


 


The
Company and the Trustee may enter into a supplemental indenture with the
written consent of the Holders of at least a majority in principal amount of
the outstanding Notes affected by such supplemental indenture (including
consents obtained in connection with a tender offer or exchange offer for the
Notes), for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Noteholders.  Except as provided in Section 6.13, the
Holders of at least a majority in principal amount of the outstanding Notes by
notice to the Trustee (including consents obtained in connection with a tender
offer or exchange offer for the Notes) may waive compliance by the Company with
any provision of this Indenture or the Notes.


 


It
shall not be necessary for the consent of the Noteholders under this Section 9.2
to approve the particular form of any proposed supplemental indenture or
waiver, but it shall be sufficient if such consent approves the substance
thereof.  After a supplemental indenture
or waiver under this Article becomes effective, the Company shall mail to
the Noteholders a notice briefly describing the supplemental indenture or
waiver.  Any failure by the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.


 


Section 9.3             Limitations.


 


Without
the consent of each Noteholder affected, an amendment or waiver may not:


 


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


 


47





















 


(b)           reduce the rate of or extend the time for payment of
interest (including default interest) on the Notes;


 


(c)           reduce the principal or change the Stated Maturity of
the Notes or reduce the amount of, or postpone the date fixed for, redemption;


 


(d)           reduce the principal amount of discount securities
payable upon acceleration of Maturity;


 


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


 


(f)            make the principal of or interest, if any, on the
Notes payable in any currency other than that stated in the Note; or


 


(g)           make any change in Sections 6.8, 6.13, 9.3 (this
sentence), or 10.15.


 


Section 9.4             Compliance with Trust Indenture Act.


 


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


 


Section 9.5             Revocation and Effect of Consents.


 


Until
an amendment or waiver becomes effective, a consent to it by a Holder of a Note
is a continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder
may revoke the consent as to his Note or portion of a Note if the Trustee
receives the notice of revocation before the date the amendment or waiver
becomes effective.


 


Any
amendment or waiver once effective shall bind every Noteholder unless it is of
the type described in any of clauses (a) through (f) of Section 9.3.  In that case, the amendment or waiver shall
bind each Holder of a Note who has consented to it and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note.


 


Section 9.6             Notation on or Exchange of Notes.


 


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


 


48





















 


Section 9.7             Trustee Protected.


 


In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an
Officer’s Certificate and an Opinion of Counsel each stating that the execution
of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.


 


ARTICLE X.

MISCELLANEOUS


 


Section 10.1           Trust Indenture Act Controls.


 


If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required or deemed to be included in this Indenture by the
TIA, such required or deemed provision shall control.


 


Section 10.2           Notices.


 


Any
notice or communication by the Company or the Trustee to the other is duly
given if in writing and delivered in person or mailed by first-class mail,
telecopier or overnight air carrier guaranteeing next day delivery:


 


	
  if to the Company:

  	
   

  
	
   

  	
   

  
	
   

  	
  Harrah’s
  Operating Company, Inc.

  
	
   

  	
  One Harrah’s
  Court

  
	
   

  	
  Las Vegas,
  Nevada 89119

  
	
   

  	
  Telecopier No.:
  (702) 407-6022

  
	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  
	
  with a copy to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Latham &
  Watkins LLP

  
	
   

  	
  650 Town Center
  Dr.

  
	
   

  	
  20th Floor

  
	
   

  	
  Costa Mesa,
  California 92626

  
	
   

  	
  Telecopier No.:
  (714) 755-8290

  
	
   

  	
  Attention:
  Charles Ruck, Esq.

  
	
   

  	
   

  
	
  if to the Trustee:

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. Bank National Association

  
	
   

  	
  60 Livingston Avenue

  
	
   

  	
  St. Paul, Minnesota 55107

  
	
   

  	
  Telecopier No.: (651) 495-8097

  
	
   

  	
  Attention: Corporate Trust Services

  



 


49





















 


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


 


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


 


Any
notice or communication to a Noteholder shall be mailed by first-class mail
overnight air courier guaranteeing next day delivery to the Noteholder’s
address shown on the register kept by the Registrar.  Failure to mail a notice or communication to
a Noteholder or any defect in it shall not affect its sufficiency with respect
to other Noteholders.


 


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


 


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


 


Section 10.3           Communication by Holders with Other
Holders.


 


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


 


Section 10.4           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:


 


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


 


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


 


Section 10.5           Statements Required in Certificate
or Opinion.


 


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


 


50





















 


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


 


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


 


(c)           a statement that, in the opinion of such Person, he
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


 


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


 


Section 10.6           Rules by Trustee and Agents.


 


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


 


Section 10.7           Legal Holidays.


 


A “Legal
Holiday” is any day that is not a Business Day. 
If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.


 


Section 10.8           No Recourse Against Others.


 


A
past, present or future director, officer, employee, incorporator or stockholder,
as such, of the Company, the Guarantor, or any of their Affiliates or successor
corporations shall not have any liability for any obligations of the Company or
the Guarantor under the Notes or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  Each Noteholder by accepting a Note waives
and releases all such liability.  The
waiver and release are part of the consideration for the issue of the Notes.


 


Section 10.9           Counterparts.


 


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


 


Section 10.10         Governing Laws.


 


This Indenture and the Notes shall be
governed by the laws of the State of New York applicable to agreements made and
to be performed in such State without regard to the conflict of laws provisions
thereof.


 


51





















 


Section 10.11         No Adverse Interpretation of Other
Agreements.


 


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


 


Section 10.12         Successors.


 


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


 


Section 10.13         Severability.


 


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


 


Section 10.14         Table of Contents, Headings, Etc.


 


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


 


Section 10.15         Judgment Currency.


 


The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Notes (the “Required Currency”) into
a currency in which a judgment will be rendered (the “Judgment Currency”),
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking
Day, then, the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the New York Banking
Day preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall
not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with subsection (a)), in
any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause
of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable, and (iii) shall not be
affected by judgment being obtained for any other sum due under this
Indenture.  For purposes of the
foregoing, “New York


 


52





















 


Banking
Day” means any day except a Saturday, Sunday or a legal
holiday in The City of New York on which banking institutions are authorized or
required by law, regulation or executive order to close.


 


ARTICLE XI.

SINKING FUNDS


 


Section 11.1           No Sinking Funds.


 


The
Notes shall not be entitled to the benefit of any sinking fund.


 


ARTICLE XII.

GUARANTEE


 


Section 12.1           Guarantee.


 


12.1.1      Subject to Section 12.1.2,
below, the Guarantor hereby irrevocably and unconditionally guarantees (such
guarantee being the “Guarantee”) to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture and the Notes
hereunder, that: (i) the principal of, premium, if any, and interest on
the Notes promptly will be paid in full when due, whether at the Maturity, by
acceleration, call for redemption or otherwise, and interest on the overdue
principal, premium, if any, and interest, if any, of the Notes, if lawful, and
all other obligations of the Company to the Holders and the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof, and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration
or otherwise. Failing payment when due by the Company of any amount so
guaranteed for whatever reason, the Guarantor shall be obligated to pay the
same immediately.  The Guarantor hereby
agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.  The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with
a court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that this Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture. If any Holder or the Trustee is required by any court or otherwise
to return to the Company or any custodian, Trustee,


 


53





















 


liquidator
or other similar official acting in relation to the Company, any amount paid by
the Company to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. The
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations is guaranteed hereby.


 


12.1.2      It is the intention of the Guarantor
and the Company that the obligations of the Guarantor hereunder shall be, but
not in excess of, the maximum amount permitted by applicable law.  Accordingly, if the obligations in respect of
the Guarantee would be annulled, avoided or subordinated to the creditors of
the Guarantor by a court of competent jurisdiction in a proceeding actually
pending before such court as a result of a determination both that such
Guarantee was made without fair consideration and, immediately after giving
effect thereto, the Guarantor was insolvent or unable to pay its debts as they
mature or left with an unreasonably small capital, then the obligations of the
Guarantor under the Guarantee shall be reduced by such court if such reduction
would result in the avoidance of such annulment, avoidance or subordination;
provided, however, that any reduction pursuant to this paragraph shall be made
in the smallest amount as is strictly necessary to reach such result.  For purposes of this paragraph, “fair
consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably
small capital” and the effective times of reductions, if any, required by this
paragraph shall be determined in accordance with applicable law.


 


12.1.3      The Guarantor shall be subrogated to
all rights of the Holders against the Company in respect of any amounts paid by
Guarantor pursuant to the provisions of the Guarantee or this Indenture;
provided, however, that the Guarantor shall not be entitled to enforce or to
receive any payments arising out of, or based upon, such right of subrogation
until the principal of, premium, if any, and interest on all Notes issued
hereunder shall have been paid in full.


 


Section 12.2           Execution and Delivery of Guarantee.


 


To
evidence the Guarantee set forth in Section 12.1, the Company and the
Guarantor hereby agree that a notation of such Guarantee shall be endorsed on
each Note authenticated and delivered by the Trustee, that such notation of
such Guarantee shall be in the form attached hereto as Exhibit B, and
shall be executed on behalf of the Guarantor by its Chairman of the Board, one
of its Vice Chairmen of the Board, its President or one of its Vice Presidents.


 


The
Guarantor hereby agrees that the Guarantee set forth in Section 12.1 shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of the Guarantee.


 


54





















 


If
an officer whose signature is on this Indenture no longer holds that office at
the time the Trustee authenticates the Note on which the Guarantee is endorsed,
the Guarantee shall be valid nevertheless.


 


The
delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Guarantor.


 


Section 12.3           Release of Guarantor.


 


The
Guarantor shall be released from all of its obligations under the Guarantee and
under this Indenture if:


 


(a)           the Company or the Guarantor has transferred all or
substantially all of its properties and assets to any Person (whether by sale,
merger or consolidation or otherwise), or has merged into or consolidated with
another Person, pursuant to a transaction in compliance with this Indenture
and:


 


(i)            the corporation to whom all or substantially all of
the properties and assets of the Company or the Guarantor are transferred, or
whom the Company or the Guarantor has merged into or consolidated with, has
expressly assumed, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, all the obligations of the
Guarantor under the Guarantee and this Indenture;


 


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


 


(iii)          the Guarantor has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture comply with this Section 12.3
and that all conditions precedent herein provided for relating to such
transaction have been complied with;


 


(b)           the Guarantor liquidates (other than pursuant to any
Bankruptcy Law) and complies, if applicable, with the provisions of this
Indenture; provided that if a Person and its Affiliates, if any, shall acquire
all or substantially all of the assets of the Guarantor upon such liquidation
the Guarantor shall liquidate only if:


 


(i)            the Person and each such Affiliate (or the common
corporate parent of such Person and its Affiliates, if such Person and its Affiliates
are wholly owned by such parent) which acquire or will acquire


 


55





















 


all or a
portion of the assets of the Guarantor shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Guarantor, under the
Guarantee and this Indenture and such Person or any of such Affiliates (or such
parent) shall be a corporation organized and existing under the laws of the
United States or any State thereof or the District of Columbia;


 


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


 


(iii)          the Guarantor has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such liquidation and
such supplemental indenture comply with this Section 12.3 and that all
conditions precedent herein provided for relating to such transaction have been
complied with; or


 


(c)           the Company ceases for any reason to be a “wholly
owned subsidiary” of the Guarantor (as such term is defined in Rule 1-02(z)
of the Regulation S-X promulgated by the SEC).


 


Upon
any assumption of the Guarantee by any Person pursuant to this Section 12.3,
such Person may exercise every right and power of the Guarantor under this
Indenture with the same effect as if such successor corporation had been named
as the Guarantor herein, and all the obligations of the Guarantor, hereunder
and under the Guarantee and the Indenture shall terminate.


 


Section 12.4           When Guarantor May Merge, etc. 


 


The
Guarantor shall not consolidate with or merge with or into any other Person or,
directly or indirectly, sell, lease or convey all or substantially all of its
assets (computed on a consolidated basis) to another Person, and may not permit
any Person to, directly or indirectly, sell, lease or convey all or
substantially all of its assets to the Guarantor, whether in a single
transaction or a series of related transactions, unless:


 


(a)           either the Guarantor shall be the continuing person,
or the Person (if other than the Guarantor) formed by such consolidation or
into or with which the Guarantor is merged or to which the assets of the
Guarantor are transferred shall be a corporation organized and validly existing
under the laws of the United States or any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
the obligations of the Guarantor under the Guarantee and this Indenture;


 


56





















 


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


 


(c)           the Guarantor has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, sale, conveyance or lease and such supplemental indenture comply with
this Section 12.4 and that all conditions precedent herein provided for
relating to such transaction have been complied with.


 


Notwithstanding the
foregoing, the restrictions set forth in this Section 12.4 shall not apply
to the proposed merger with Caesars Entertainment, Inc. and the proposed
sale of Harrah’s East Chicago and Harrah’s Tunica and the Atlantic City Hilton
and Bally’s Tunica by Caesars Entertainment, Inc., if applicable, to an
affiliate of Colony Capital, LLC.


 


Upon
any consolidation or merger, or any sale, conveyance or lease of all or
substantially all of the assets of the Guarantor, in accordance with this Section 12.4,
the successor corporation formed by such consolidation or into or with which
the Guarantor is merged or to which such transfer is made shall succeed to, and
be substituted for (so that from and after the date of such consolidation,
merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the “Guarantor” shall refer instead to the successor
corporation and not to the Guarantor), and may exercise every right and power
of, the Guarantor under this Indenture with the same effect as if such
successor corporation had been named as the Guarantor herein, and all the
obligations of the predecessor Guarantor hereunder and under the Guarantee and
the Indenture shall terminate.


 


57





















 


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


 


	
   

  	
  HARRAH’S OPERATING
  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan S. Halkyard

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARRAH’S ENTERTAINMENT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan S. Halkyard

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


58





















 


EXHIBIT A


 


FORM OF NOTE


 


[Insert Global Notes Legend, if applicable to the
provisions of the Indenture]


 


[Insert Private Placement Legend, if applicable
pursuant to the provisions of the Indenture]


 


No.:     


 


	
  CUSIP No.:

  	
  413627AR1 – for QIBs

  	
  Principal Amount: $                              

  
	
   

  	
  413627AS9 – for Reg S

  	
   

  



 


HARRAH’S OPERATING
COMPANY, INC.


 


Senior Floating Rate
Notes due 2008

Payment of principal, interest and premium, if any, unconditionally guaranteed
by


 


HARRAH’S ENTERTAINMENT,
INC.


 


Harrah’s
Operating Company, Inc., a Delaware corporation (hereinafter called the “Company”,
which term includes any successor under the Indenture referred to below), for
value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of                       
DOLLARS ($                       )
on February 8, 2008 (“Maturity”), and to pay interest thereon from February 9,
2005 or from the most recent date to which interest has been paid or duly
provided for, quarterly on February 8, May 8, August 8 and November 8
of each year (each, an “Interest Payment Date”), commencing May 8,
2005 and at Maturity until the principal hereof is paid or duly made available
for payment.


 


The
Notes will bear interest for each Interest Period at a rate determined by the
Calculation Agent.  The period from February 9,
2005 to but excluding the first payment date and each successive period from
and including each payment date to but excluding the following payment date is
an ‘‘Interest Period.’’  The
interest rate on the Notes for a particular Interest Period will be a per annum
rate equal to LIBOR as determined on the second London Business Day preceding
the commencement of such Interest Period (the “Interest Determination Date”)
plus .60% (60 basis points).  The
Interest Determination Date for the Notes for the first Interest Period is February 7,
2005.  Promptly upon determination of the
rate, the Calculation Agent will inform the Trustee and the Company of the
interest rate for the next Interest Period. 
Absent manifest error, the determination of the interest rate by the
Calculation Agent shall be binding and conclusive on the Holders, the Trustee
and the Company.


 


“LIBOR”
means the London interbank offered rates. 
“London Business Day” is a day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.


 


A-1





















 


On any
Interest Determination Date, LIBOR will be equal to the offered rate for
deposits in U.S. dollars having an index maturity of three months, in amounts
of at least $1.0 million, as such rate appears on Telerate Page 3750 at
approximately 11:00 a.m., London time, on such Interest Determination
Date.  If Telerate Page 3750 is
replaced by another service or ceases to exist, the Calculation Agent will use
the replacing service or such other service that may be nominated by the
British Bankers’ Association for the purpose of displaying LIBOR for U.S.
dollar deposits.


 


If no
offered rate appears on Telerate Page 3750 on an Interest Determination
Date at approximately 11:00 a.m., London time, then the Calculation Agent
(after consultation with the Company) will select four major banks in the
London interbank market and shall request each of their principal London
offices to provide a quotation of the rate at which three-month deposits in
U.S. dollars in amounts of at least $1.0 million are offered by it to prime
banks in the London interbank market, on that date and at that time, that is
representative of single transactions at that time.  If at least two quotations are provided,
LIBOR will be the arithmetic average of the quotations provided.  Otherwise, the Calculation Agent will select
three major banks in New York City and shall request each of them to provide a
quotation of the rate offered by them at approximately 11:00 a.m., New
York City time, on the Interest Determination Date for loans in U.S. dollars to
leading European banks having an index maturity of three months for the
applicable Interest Period in an amount of at least $1.0 million that is
representative of single transactions at that time.  If three quotations are provided, LIBOR will
be the arithmetic average of the quotations provided.  Otherwise, the rate of LIBOR for the next Interest
Period will be set equal to the rate of LIBOR for the then-current Interest
Period.


 


Upon
request from any Holder, the Calculation Agent will provide notice of the
interest rate in effect on the notes for the current Interest Period and, if it
has been determined, the interest rate to be in effect for the next Interest
Period.


 


Interest
on this Note shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months.  The interest so
payable and punctually paid or duly provided for on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Note is registered at the close of business on the Regular Record Date for such
interest, which shall be the January 22, April 22, July 22 or October 22
(whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date.  If the Company
defaults in a payment of interest on the Notes, it shall pay the defaulted
interest plus, to the extent permitted by law, any interest payable on the
defaulted interest, to the Persons who are the registered Holders of the Notes
on a subsequent special record date.  The
Company shall fix the record date and the payment date.  At least 30 days before the record date, the
Company shall mail to the Trustee and to each Holder a notice that states the
record date, the payment date and the amount of interest to be paid.  The Company may pay defaulted interest in any
other lawful manner.


 


If any
Interest Payment Date, Redemption Date or Maturity Date of any of the Notes is
not a Business Day, then payment of principal and interest will be made on the
next succeeding Business Day.  No
interest will accrue on the amount so payable for the period from


 


A-2





















 


such
Interest Payment Date, Redemption Date or Maturity Date, as the case may be, to
the date payment is made.


 


Under
certain circumstances the Company may be required to pay Additional Interest as
provided in the Indenture.


 


Payment
of the principal of and the interest on this Note will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that, at the option of the Company,
interest may be paid by check mailed to the address of the Person entitled
thereto as such address shall appear in the register or by wire transfer to an
account maintained by the payee located in the United States of America.


 


This
Note is one of a duly authorized issue of Notes of the Company (herein called
the “Notes”) issued and to be issued under an Indenture dated as of February 9,
2005 (herein called, together with all indentures supplemental thereto, the “Indenture”)
among, the Company, Harrah’s Entertainment, Inc. and U.S. Bank National
Association, as trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which the Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Notes, and the terms upon
which the Notes are, and are to be, authenticated and delivered.  This Note is one of the Notes of the series
designated on the face hereof, limited in aggregate principal amount to
$250,000,000, subject to the Company’s ability to issue additional notes as
provided in the Indenture.


 


The
Notes are senior obligations of the Company. 
The Indenture imposes certain limitations on the ability of the Company
to, among other things, create or incur liens and make certain sale-leaseback
transactions.  The Indenture also imposes
limitations on the ability of the Company to consolidate or merge with or into
any other Person or convey, transfer or lease substantially all of the property
of the Company.


 


The
Notes are subject to redemption prior to the Maturity Date of the principal
thereof as provided in the Indenture.


 


If an
Event of Default with respect to the Notes shall occur and be continuing, the
principal of the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Notes of each series issued under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the Notes
at the time outstanding of each series affected thereby.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate


 


A-3





















 


principal
amount of the Notes of any series at the time outstanding, on behalf of the
Holders of all Notes of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Notes issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.


 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note,
at the time, place and rate, and in the coin or currency, herein and in the
Indenture prescribed.


 


As
provided in the Indenture and subject to certain limitations set forth therein,
the transfer of this Note may be registered on the register upon surrender of
this Note for registration of transfer at the office or agency of the Company
maintained for the purpose in any place where the principal of and interest on
this Note are payable, duly endorsed, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by
the Holder hereof or by his attorney duly authorized in writing, and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.  The Notes are issuable only
in registered form without coupons in the denominations of $1,000 and integral
multiples of $1,000.  As provided in the
Indenture and subject to certain limitations set forth therein, the Notes are
exchangeable for a like aggregate principal amount of Notes of authorized
denominations as requested by the Holders surrendering the same.


 


No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith, other than
in certain cases provided in the Indenture.


 


Prior
to due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


 


The
indenture contains provisions whereby (i) the Company may be discharged
from its obligations with respect to the Notes (subject to certain exceptions)
or (ii) the Company may be released from its obligations under specified
covenants and agreements in the Indenture, in each case if the Company
irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes, and
satisfies certain other conditions, all as more fully provided in the
Indenture.


 


This Note shall be governed by and construed in accordance
with the internal laws of the State of New York.


 


A-4





















 


Capitalized
terms used in this Note which are not defined herein shall have the meanings
assigned to them in the Indenture.


 


Unless
the certificate of authentication hereon has been executed by or on behalf of
the Trustee under the Indenture by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any purpose.


 


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INTENTIONALLY LEFT BLANK]


 


A-5





















 


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


 


Dated:


 


 


	
   

  	
  HARRAH’S
  OPERATING COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

  
	
  This is one of the Notes of the series designated

  
	
  therein referred to in the within-mentioned
  Indenture.

  
	
   

  
	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
        Authorized
  Signatory

  
					



 


A-6





















 


ASSIGNMENT FORM


 


FOR, VALUE RECEIVED, the undersigned registered holder
hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
  PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

  
	
   

  
	
   

  	
   

  
				



 


the within Note and all rights thereunder, hereby
irrevocably constituting and appointing


 


	
   

  	
   Attorney to transfer said Note on the books of
  the Company with

  
	
  full power of substitution in the premises.

  



 


	
  Dated:

  	
   

  	
   

  



 


Notice:  The signature to this assignment must
correspond with the name as it appears upon the face of the Note in every
particular, without alteration or enlargement or any change whatever.


 


 


	
   

  	
   

  
	
  Signature must be guaranteed by a participant

  in a recognized signature guaranty medallion

  program or other signature guarantor

  acceptable to the Trustee

  	
    Signature of Signature Guarantor

  



 


A-7





















 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


TEN COM—as tenants in common UNIF GIFT MIN ACT—                     
Custodian                      


 


	
  TEN ENT—as tenants by
  the entireties

  	
   

  	
  (Cust)

  	
  (Minor)

  
	
   

  	
   

  	
   

  
	
  JT TEN—as joint tenants
  with right of

  	
   

  	
  Under Uniform Gifts to
  Minors

  
	
   

  	
  survivorship and not as

  	
   

  	
  Act

  	
   

  	
   

  
	
   

  	
  tenants in common

  	
   

  	
  (State)

  
							



 


Additional abbreviations may also be used though not
in the above list.


 


A-8





















 


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


 


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


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount

  at maturity of

  this Global Note

  	
   

  	
  Amount of increase in

  Principal Amount

  at maturity of

  this Global Note

  	
   

  	
  Principal Amount

  at maturity of this

  Global Note following

  such decrease

  (or increase)

  	
   

  	
  Signature of authorized

  officer of Trustee or

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-9





















 


EXHIBIT B


 


FORM OF
NOTATION OF GUARANTEE


 


NOTATION OF GUARANTEE OF
HARRAH’S ENTERTAINMENT, INC.


 


For
value received, the undersigned, Harrah’s Entertainment, Inc. (the “Guarantor”)(which
term includes any successor person under the Indenture), has unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, dated as of February 9, 2005 (the “Indenture”), among Harrah’s
Operating Company, Inc. (the “Company”), the Guarantor and U.S.
Bank National Association, as trustee (the “Trustee”), (a) the due
and punctual payment of the principal of, premium, if any, and interest on, the
Notes, whether at maturity, by acceleration, redemption or otherwise, the due
and punctual payment of interest on overdue principal of and interest on the
Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.  The obligations of the
Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee
and the Indenture are expressly set forth in Article 12 of the Indenture
and reference is hereby made to the Indenture for the precise terms of the
Guarantee.  Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee, on behalf of such Holder, to take such action as may
be necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for
such purpose; provided, however, that the
Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated
and subject in right of payment upon any defeasance of this Note in accordance
with the provisions of the Indenture.


 


Capitalized
terms used but not defined herein have the meanings given to them in the
Indenture.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


B-1





















 


IN WITNESS WHEREOF, the
undersigned has caused this notation of Guarantee to be duly executed.


 


Date:


 


 


	
   

  	
  HARRAH’S ENTERTAINMENT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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EXHIBIT C


 


FORM OF
CERTIFICATE FOR TRANSFER PURSUANT TO RULE 144A


 


[Date]


 


U.S.
Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107


 


 


Re:                               Senior
Floating Rate Notes due 2008


 


Ladies and Gentlemen:


 


Reference is hereby made to the Indenture, dated as of
February 9, 2005 (as amended and supplemented from time to time, the “Indenture”),
among Harrah’s Operating Company, Inc. (the “Company”), Harrah’s
Entertainment, Inc. (the “Guarantor”) and U.S. Bank National Association
as trustee (the “Trustee”).  Capitalized
terms used but not defined herein shall have the meanings given them in the
Indenture.


 


This letter relates to $                          
aggregate principal amount of Notes, which represents an interest in a
Regulation S Global Note beneficially owned by the undersigned (the “Transferor”),
to effect the transfer of such Notes in exchange for an equivalent beneficial
interest in the Rule 144A Global Note.


 


In connection with such request, and with respect to
such Notes, the Transferor does hereby certify that such Notes are being
transferred in accordance with Rule 144A, to a transferee that the
Transferor reasonably believes is purchasing the Notes for its own account or
an account with respect to which the transferee exercises sole investment
discretion, and the transferee, as well as any such account, is a “qualified
institutional buyer” within the meaning of Rule 144A, in a transaction
meeting the requirements of Rule 144A and in accordance with applicable
securities laws of any state of the United States or any other jurisdiction.


 


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You, the Company
and the Guarantor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  



 


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EXHIBIT D


 


FORM OF
CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S


 


[Date]


 


U.S. Bank National
Association

60 Livingston Avenue

St. Paul, Minnesota 55107


 


 


Re:                               Senior
Floating Rate Notes due 2008


 


Ladies
and Gentlemen:


 


Reference is hereby made to the Indenture, dated as of
February 9, 2005 (as amended and supplemented from time to time, the “Indenture”),
among Harrah’s Operating Company, Inc. (the “Company”), Harrah’s Entertainment, Inc. (the “Guarantor”) and
U.S. Bank National Association, as trustee (the “Trustee”).  Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.


 


In connection with our proposed sale of $                 
aggregate principal amount of Notes, which represents an interest in the Rule 144A
Global Note beneficially owned by the undersigned (the “Transferor”), we
confirm that such sale has been effected pursuant to and in accordance with
Regulation S, and, accordingly, we represent that:


 


(a)  the offer of such Notes was not made to a
person in the United States;


 


(b)  either (i) at the time the buy order
was originated, the transferee was outside the United States or we and any
person acting on our behalf reasonably believed that the transferee was outside
the United States or (ii) the transaction was executed in, on or through
the facilities of a designated off-shore securities market and neither we nor
any person acting on our behalf knows that the transaction has been
pre-arranged with a buyer in the United States;


 


(c)  no directed selling efforts have been made
in the United States in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S, as applicable;


 


(d)  the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act; and


 


(e)  we are the beneficial owner of the principal
amount of such Notes being transferred.


 


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In addition, if the sale is made during the Restricted
Period and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of
Regulation S are applicable thereto, we confirm that such sale has been
made in accordance with the applicable provisions of Rule 904(b)(1) or
Rule 904(b)(2), as the case may be.


 


You, the Company
and the Guarantor are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this letter have the meanings set forth in
Regulation S.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  



 


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