exv4w7






Exhibit 4.7




 





LAS VEGAS SANDS CORP.,




LAS VEGAS SANDS, LLC,

as Guarantor




and




U.S. BANK NATIONAL ASSOCIATION,

Trustee




INDENTURE




Dated as of                      ___, 2008




 






Providing for Issuance of Senior Debt Securities in Series




 















 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Article I Definitions and Other Provisions of General Application
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Compliance Certificates and Opinions
	 	 	9	 
	Section 1.03 Form of Documents Delivered to Trustee
	 	 	9	 
	Section 1.04 Acts of Securityholders
	 	 	10	 
	Section 1.05 Notices, etc., to Trustee and Company
	 	 	11	 
	Section 1.06 Notices to Securityholders; Waiver
	 	 	12	 
	Section 1.07 Conflict with Trust Indenture Act
	 	 	12	 
	Section 1.08 Effect of Headings and Table of Contents
	 	 	12	 
	Section 1.09 Successors and Assigns
	 	 	12	 
	Section 1.10 Separability Clause
	 	 	12	 
	Section 1.11 Benefits of Indenture
	 	 	13	 
	Section 1.12 Governing Law
	 	 	13	 
	Section 1.13 Counterparts
	 	 	13	 
	Section 1.14 Judgment Currency
	 	 	13	 
	 
	 	 	 	 
	Article II Security Forms
	 	 	13	 
	Section 2.01 Forms Generally
	 	 	13	 
	Section 2.02 Forms of Securities
	 	 	14	 
	Section 2.03 Form of Trustee’s Certificate of Authentication
	 	 	14	 
	Section 2.04 Securities Issuable in the Form of a Global Security
	 	 	14	 
	 
	 	 	 	 
	Article III The Securities
	 	 	16	 
	Section 3.01 General Title; General Limitations;
Issuable in Series; Terms of Particular Series
	 	 	16	 
	Section 3.02 Denominations
	 	 	19	 
	Section 3.03 Execution, Authentication and Delivery and Dating
	 	 	19	 
	Section 3.04 Temporary Securities
	 	 	21	 
	Section 3.05 Registration, Transfer and Exchange
	 	 	21	 
	Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	23	 
	Section 3.07 Payment of Interest; Interest Rights Preserved
	 	 	23	 
	Section 3.08 Persons Deemed Owners
	 	 	24	 
	Section 3.09 Cancellation
	 	 	25	 
	Section 3.10 Computation of Interest
	 	 	25	 
	Section 3.11 Delayed Issuance of Securities
	 	 	25	 
	 
	 	 	 	 
	Article IV Satisfaction and Discharge; Defeasance
	 	 	26	 
	Section 4.01 Satisfaction and Discharge of Indenture
	 	 	26	 
	Section 4.02 Application of Trust Money
	 	 	27	 
	Section 4.03 Defeasance Upon Deposit of Funds or Government Obligations
	 	 	27	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Section 4.04 Reinstatement
	 	 	30	 
	 
	 	 	 	 
	Article V Remedies
	 	 	30	 
	Section 5.01 Events of Default
	 	 	30	 
	Section 5.02 Acceleration of Maturity; Rescission and Annulment
	 	 	32	 
	Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	33	 
	Section 5.04 Trustee May File Proofs of Claim
	 	 	34	 
	Section 5.05 Trustee May Enforce Claims Without Possession of Securities
	 	 	35	 
	Section 5.06 Application of Money Collected
	 	 	35	 
	Section 5.07 Limitation on Suits
	 	 	35	 
	Section 5.08 Unconditional Right of Securityholders
to Receive Principal, Premium and Interest
	 	 	36	 
	Section 5.09 Restoration of Rights and Remedies
	 	 	36	 
	Section 5.10 Rights and Remedies Cumulative
	 	 	36	 
	Section 5.11 Delay or Omission Not Waiver
	 	 	36	 
	Section 5.12 Control by Securityholders
	 	 	37	 
	Section 5.13 Waiver of Past Defaults
	 	 	37	 
	Section 5.14 Undertaking for Costs
	 	 	37	 
	Section 5.15 Waiver of Stay or Extension Laws
	 	 	38	 
	 
	 	 	 	 
	Article VI The Trustee
	 	 	38	 
	Section 6.01 Certain Duties and Responsibilities
	 	 	38	 
	Section 6.02 Notice of Defaults
	 	 	39	 
	Section 6.03 Certain Rights of Trustee
	 	 	40	 
	Section 6.04 Not Responsible for Recitals or Issuance of Securities
	 	 	41	 
	Section 6.05 May Hold Securities
	 	 	41	 
	Section 6.06 Money Held in Trust
	 	 	41	 
	Section 6.07 Compensation and Reimbursement
	 	 	41	 
	Section 6.08 Disqualification; Conflicting Interests
	 	 	42	 
	Section 6.09 Corporate Trustee Required; Eligibility
	 	 	42	 
	Section 6.10 Resignation and Removal
	 	 	43	 
	Section 6.11 Acceptance of Appointment by Successor
	 	 	45	 
	Section 6.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	45	 
	Section 6.13 Preferential Collection of Claims Against Company
	 	 	46	 
	Section 6.14 Appointment of Authenticating Agent
	 	 	46	 
	 
	 	 	 	 
	Article VII Securityholders’ Lists and Reports by Trustee and Company
	 	 	47	 
	Section 7.01 Company to Furnish Trustee Names and Addresses of Securityholders
	 	 	47	 
	Section 7.02 Preservation of Information; Communications to Securityholders
	 	 	48	 
	Section 7.03 Reports by Trustee
	 	 	49	 
	Section 7.04 Reports by Company
	 	 	49	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Article VIII Consolidation, Merger, Conveyance or Transfer
	 	 	50	 
	Section 8.01 Consolidation, Merger, Conveyance or Transfer on Certain Terms
	 	 	50	 
	Section 8.02 Successor Person Substituted
	 	 	51	 
	 
	 	 	 	 
	Article IX Supplemental Indentures
	 	 	51	 
	Section 9.01 Supplemental Indentures Without Consent of Securityholders
	 	 	51	 
	Section 9.02 Supplemental Indentures with Consent of Securityholders
	 	 	53	 
	Section 9.03 Execution of Supplemental Indentures
	 	 	54	 
	Section 9.04 Effect of Supplemental Indentures
	 	 	54	 
	Section 9.05 Conformity with Trust Indenture Act
	 	 	54	 
	Section 9.06 Reference in Securities to Supplemental Indentures
	 	 	54	 
	 
	 	 	 	 
	Article X Covenants 55
	 	 	 	 
	Section 10.01 Payment of Principal, Premium and Interest
	 	 	55	 
	Section 10.02 Maintenance of Office or Agency
	 	 	55	 
	Section 10.03 Money for Security Payments to Be Held in Trust
	 	 	55	 
	Section 10.04 Statement as to Compliance
	 	 	57	 
	Section 10.05 Legal Existence
	 	 	57	 
	Section 10.06 Waiver of Certain Covenants
	 	 	57	 
	 
	 	 	 	 
	Article XI Redemption of Securities
	 	 	58	 
	Section 11.01 Applicability of Article
	 	 	58	 
	Section 11.02 Election to Redeem; Notice to Trustee
	 	 	58	 
	Section 11.03 Selection by Trustee of Securities to Be Redeemed
	 	 	58	 
	Section 11.04 Notice of Redemption
	 	 	59	 
	Section 11.05 Deposit of Redemption Price
	 	 	60	 
	Section 11.06 Securities Payable on Redemption Date
	 	 	60	 
	Section 11.07 Securities Redeemed in Part
	 	 	60	 
	Section 11.08 Provisions with Respect to Any Sinking Funds
	 	 	60	 
	Section 11.09 Mandatory Disposition of Securities Pursuant to Gaming Laws
	 	 	62	 
	 
	 	 	 	 
	Article XII Guarantees
	 	 	62	 
	 
	 	 	 	 
	Section 12.01 Guarantees
	 	 	62	 






iii









 





Table Showing Reflection in Indenture of Certain Provisions

of Trust Indenture Act of 1939,

as amended by the Trust Indenture Reform Act of 1990




Reflected in Indenture




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§ 310
	 	(a)(1)	 	6.09
	 
	 	(a)(2)	 	6.09
	 
	 	(a)(3)	 	Not Applicable
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(a)(5)	 	6.09
	 
	 	(b)	 	6.08
	 
	 	 	 	 
	§ 311
	 	(a)	 	6.13(a)
	 
	 	(b)	 	6.13(b)
	 
	 	(b)(2)	 	7.03(a)
	 
	 	 	 	7.03(b)
	 
	 	 	 	 
	§ 312
	 	(a)	 	7.01
	 
	 	 	 	7.02(a)
	 
	 	(b)	 	7.03(b)
	 
	 	(c)	 	7.02(c)
	 
	 	 	 	 
	§ 313
	 	(a)	 	7.03(a)
	 
	 	(b)	 	7.03(b)
	 
	 	(c)	 	7.03(a)
	 
	 	 	 	7.03(b)
	 
	 	(d)	 	7.03(c)
	 
	 	 	 	 
	§ 314
	 	(a)(1)	 	7.04
	 
	 	(a)(2)	 	7.04
	 
	 	(a)(3)	 	7.04
	 
	 	(a)(4)	 	10.04
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	1.02
	 
	 	(c)(2)	 	1.02
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	1.02
	 
	 	 	 	 
	§ 315
	 	(a)	 	6.01(a)
	 
	 	 	 	6.01(c)
	 
	 	(b)	 	6.02
	 
	 	 	 	7.03(a)
	 
	 	(c)	 	6.01(b)






i









 






	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 
	 	(d)	 	6.01
	 
	 	(d)(1)	 	6.01(a)
	 
	 	(d)(2)	 	6.01(c)(2)
	 
	 	(d)(3)	 	6.01(c)(3)
	 
	 	(e)	 	5.14
	 
	 	 	 	 
	 
	 	 	 	 
	§ 316
	 	(a)	 	1.01
	 
	 	(a)(1)(A)	 	5.02
	 
	 	 	 	5.12
	 
	 	(a)(1)(B)	 	5.13
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(b)	 	5.08
	 
	 	(c)	 	1.04(d)
	 
	 	 	 	 
	§ 317
	 	(a)(1)	 	5.03
	 
	 	(a)(2)	 	5.04
	 
	 	(b)	 	10.03
	 
	 	 	 	 
	§ 318
	 	(a)	 	1.07








 




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





          Section 318(c) of the Trust Indenture Act provides that the provisions of Sections 310 to and
including 317 of the Trust Indenture Act are a part of and govern every qualified indenture,
whether or not physically contained therein.




ii









 





          THIS INDENTURE between LAS VEGAS SANDS CORP., a Nevada corporation (hereinafter called the
“Company”) having its principal office at 3355 Las Vegas Boulevard South, Las Vegas, Nevada
89109, LAS VEGAS SANDS, LLC, a Nevada limited liability company (the “Guarantor”), and U.S.
BANK NATIONAL ASSOCIATION, as trustee (hereinafter called the “Trustee”), is made and
entered into as of September 30, 2008.




Recitals of the Company




          The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of its debentures, notes, bonds or other evidences of indebtedness, in an unlimited
aggregate principal amount, to be issued in one or more fully registered series.




          This Indenture is subject to the provisions of the Trust Indenture Act that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be governed by such
provisions.




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




Agreements of the Parties




          To set forth or to provide for the establishment of the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in consideration of the
premises and the purchase of Securities by the Holders thereof, it is mutually agreed as follows,
for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as
the case may be:




ARTICLE I




Definitions and Other Provisions

of General Application




          Section 1.01 Definitions. For all purposes of this Indenture and of any indenture
supplemental hereto, except as otherwise expressly provided or unless the context otherwise
requires:





          (1) the terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;




          (2) all other terms used herein which are defined in the Trust Indenture Act or by
Commission rule under the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them herein;




          (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP and, except as otherwise herein expressly provided, the term
“generally accepted accounting principles”



 









 







with respect to any computation required or permitted hereunder shall mean such
accounting principles and any accounting rules or interpretations promulgated by the
Commission as are generally accepted in the United States of America at the date of this
Indenture; and




          (4) all references in this instrument to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this
instrument as originally executed. The words “herein”, “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.



          Certain terms, used principally in Article VI, are defined in that Article.




          “Act”, when used with respect to any Securityholder, has the meaning specified in
Section 1.04.




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




          “Authenticating Agent” means any Person authorized by the Company to authenticate
Securities under Section 6.14.




          “Board of Directors” means (i) the board of directors of the Company, (ii) any duly
authorized committee of such board, (iii) any committee of officers of the Company or (iv) any
officer of the Company acting, in the case of clauses (iii) or (iv), pursuant to authority granted
by the board of directors of the Company or any committee of such board.




          “Board Resolution” means a copy of a resolution certified by the Secretary or any
Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the Trustee.




          “Business Day” means, with respect to any series of Securities, unless otherwise
specified in a Board Resolution, in an indenture supplemental hereto or an Officer’s Certificate
with respect to a particular series of Securities, each day which is not a Saturday, Sunday or
other day on which banking institutions in the pertinent Place or Places of Payment or the city in
which the Corporate Trust Office is located are authorized or required by law or executive order to
be closed.




          “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, or, if at any



2









 






time after the execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body performing such duties at
such time.




          “Company” means the Person named as the “Company” in the first paragraph of this
instrument until a successor shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Company” shall mean such successor.




          “Company Request”, “Company Order” and “Company Consent” mean a
written request, order or consent, respectively, signed in the name of the Company by its Chairman
of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer,
Treasurer, any Assistant Treasurer, Controller, any Assistant Controller, General Counsel,
Secretary, any Assistant Secretary or any Vice President, and delivered to the Trustee.




          “Corporate Trust Office” means the office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which office at the date
hereof is located at 60 Livingston Avenue EP-MN-WS3C, St. Paul, Minnesota 55107, Attn: Richard
Prokosch.




          “Defaulted Interest” has the meaning specified in Section 3.07.




          “Depository” means, unless otherwise specified by the Company pursuant to either
Section 2.04 or 3.01, with respect to Securities of any series issuable or issued as a Global
Security, The Depository Trust Company, New York, New York, or any successor thereto registered as
a clearing agency under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation.




          “Discharged” has the meaning specified in Section 4.03.




          “Event of Default” has the meaning specified in Article V.




          “Federal Bankruptcy Act” has the meaning specified in Section 5.01(5).




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




          “Gaming Authority” means any agency, authority, board, bureau, commission, department,
office or instrumentality of any nature whatsoever of the United States or foreign government, any
state, province or any city or other political subdivision, whether now or hereafter existing, or
any officer or official thereof, including without limitation, the Nevada Gaming Commission, the
Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the Macau
Gaming Authorities, the Pennsylvania Gaming Control Board, the Singapore Casino Regulatory
Authority and any other agency with authority to regulate any gaming



3









 






operation (or proposed gaming operation) owned, managed or operated by the Company or any of
its subsidiaries.




          “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, including all applicable provisions of all: (1) constitutions, treatises, statutes or laws
governing gaming operations (including, without limitation, card club casinos and pari-mutuel race
tracks) and rules, regulations and ordinances of any Gaming Authority; (2) any governmental
approval relating to any gaming business (including pari-mutuel betting) or enterprise; and
(3) orders, decisions, judgments, awards and decrees of any Gaming Authority.




          “Gaming Licenses” means every license, franchise or other authorization required to
own, lease, operate or otherwise conduct activities of the Company or any of its subsidiaries and
the regulations promulgated pursuant thereto, and other applicable federal, state, foreign or local
laws.




          “Global Security”, when used with respect to any series of Securities issued
hereunder, means a Security which is executed by the Company and authenticated and delivered by the
Trustee to the Depository or pursuant to the Depository’s instruction, all in accordance with this
Indenture and an indenture supplemental hereto, if any, or Board Resolution and pursuant to a
Company Request, which shall be registered in the name of the Depository or its nominee and which
shall represent, and shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same original issue date, date or dates on which
principal is due, and interest rate or method of determining interest.




          “Guarantee” means the guarantees specified in Section 12.01(a).




          “Guarantor” means Las Vegas Sands, LLC, until a successor shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such
successor.




          “Holder”, when used with respect to any Security, means a Securityholder, which means
a Person in whose name a security is registered in the Security Register.




          “Indenture” or “this Indenture” means this instrument as originally executed
or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities established as contemplated by Section 3.01.




          “Interest”, when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.




4









 








          “Interest Payment Date”, when used with respect to any series of Securities, means the
Stated Maturity of any installment of interest on those Securities.




          “Maturity”, when used with respect to any Securities, means the date on which the
principal of any such Security becomes due and payable as therein or herein provided, whether on a
Repayment Date, at the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.




          “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer or
any Vice President of the Company, and by the Treasurer, any Assistant Treasurer, the Controller,
any Assistant Controller, the General Counsel, the Secretary or any Assistant Secretary of the
Company, and delivered to the Trustee. Wherever this Indenture requires that an Officers’
Certificate be signed also by a financial expert or an accountant or other expert, such financial
expert, accountant or other expert (except as otherwise expressly provided in this Indenture) may
be in the employ of the Company, and shall be acceptable to the Trustee.




          “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be an employee of or of counsel to the Company, which is
delivered to the Trustee.




          “Original Issue Discount Security” means (i) any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration of acceleration of
the Maturity thereof, and (ii) any other security which is issued with “original issue discount”
within the meaning of Section 1273(a) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.




          “Outstanding”, when used with respect to the Securities or Securities of any series,
means, as of the date of determination, all such Securities theretofore authenticated and delivered
under this Indenture, except:





        (i) such Securities theretofore canceled by the Trustee or delivered to the Trustee
for cancellation;




        (ii) such Securities for whose payment or redemption money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of
such Securities; provided that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor reasonably
satisfactory to the Trustee has been made; and




        (iii) such Securities in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, or which shall have been paid
pursuant to the terms of Section 3.06 (except with respect to any such Security as to which
proof satisfactory to the Trustee is presented that such



5









 







Security is held by a Person in whose hands such Security is a legal, valid and
binding obligation of the Company).


In determining whether the Holders of the requisite principal amount of such Securities Outstanding
have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
(i) the principal amount of any Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and payable as of the
date of the taking of such action upon a declaration of acceleration of the Maturity thereof, and
(ii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be Outstanding. In
determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer
assigned to the Corporate Trust Department of the Trustee knows to be owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to
act as owner with respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other obligor.




          “Paying Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Securities on behalf of the Company. The Company initially
authorizes the Trustee to act as Paying Agent for the Securities on its behalf. The Company may at
any time and from time to time authorize one or more Persons to act as Paying Agent in addition to
or in place of the Trustee with respect to any series of Securities issued under this Indenture.




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




          “Place of Payment” means with respect to any series of Securities issued hereunder the
city or political subdivision so designated with respect to the series of Securities in question in
accordance with the provisions of Section 3.01.




          “Predecessor Securities” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.




          “Redemption Date”, when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.




6









 








          “Redemption Price”, when used with respect to any Security to be redeemed, means the
price specified in the Security at which it is to be redeemed pursuant to this Indenture.




          “Regular Record Date” for the interest payable on any Security on any Interest Payment
Date means the date specified in such Security as the Regular Record Date.




          “Repayment Date”, when used with respect to any Security to be repaid, means the date
fixed for such repayment pursuant to such Security.




          “Repayment Price”, when used with respect to any Security to be repaid, means the
price at which it is to be repaid pursuant to such Security.




          “Required Currency”, when used with respect to any Security, has the meaning set forth
in Section 1.14.




          “Responsible Officer”, when used with respect to the Trustee, means any officer of the
Trustee with direct responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject. “Responsible Officer”,
when used with respect to the Company, means any of the Chairman of the Board, Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, any Assistant
Treasurer, Controller, General Counsel, Secretary or any Vice President of the Company (or any
equivalent of the foregoing officers).




          “S&P” means Standard & Poor’s Rating Service or any successor to the rating agency
business thereto.




          “Security” or “Securities” means any note or notes, bond or bonds, debenture
or debentures, or any other evidences of indebtedness, as the case may be, of any series
authenticated and delivered from time to time under this Indenture.




          “Security Register” shall have the meaning specified in Section 3.05.




          “Security Registrar” means the Person who keeps the Security Register specified in
Section 3.05. The Company initially appoints the Trustee to act as Security Registrar for the
Securities on its behalf. The Company may at any time and from time to time authorize any Person
to act as Security Registrar in place of the Trustee with respect to any series of Securities
issued under this Indenture.




          “Securityholder” means a Person in whose name a security is registered in the Security
Register.




          “Significant Subsidiary” means any Subsidiary which would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,



7









 






promulgated pursuant to the Securities Act of 1933, as in effect on the date of this
Indenture.




          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 3.07.




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




          “Subsidiary” means, with respect to any Person, any corporation more than 50% of the
voting stock of which is owned directly or indirectly by such Person, and any partnership,
association, joint venture or other entity in which such Person owns more than 50% of the equity
interests or has the power to elect a majority of the board of directors or other governing body.




          “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however, that, in the event
the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” or “TIA” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 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 and include each Person who is then a
Trustee hereunder. If at any time there is more than one such Person, “Trustee” as used with
respect to the Securities of any series shall mean the Trustee with respect to Securities of that
series.




          “Vice President” when used with respect to the Company or the Trustee means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president”, including without limitation, an assistant vice president.




          “Voting Stock”, as applied to the stock of any corporation, means stock of any class
or classes (however designated) having by the terms thereof ordinary voting power to elect a
majority of the members of the board of directors (or other governing body) of such corporation
other than stock having such power only by reason of the happening of a contingency.




          “Yield to Maturity” means the yield to maturity on a series of Securities, calculated
by the Company at the time of issuance of such series of Securities, or, if applicable, at the most
recent redetermination of interest on such series, in accordance with accepted financial practice.




8









 








          Section 1.02 Compliance Certificates and Opinions. Upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any
(including any covenants compliance with which constitutes a condition precedent), provided for in
this Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such Counsel all such conditions precedent, if any (including any
covenants compliance with which constitutes a condition precedent), have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.




          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than annual statements of compliance provided pursuant to
Section 10.04) shall include:





               (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




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




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




               (4) a statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.



          Section 1.03 Form of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is
not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons may
certify or give an opinion as to the other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.




          Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of



9









 






Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, an officer or officers of the Company stating that the information with
respect to such factual matters is in the possession of the Company, unless such Counsel knows, or
in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.




          Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.




          Section 1.04 Acts of Securityholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Securityholders or Securityholders of any series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders in person or by an agent
duly appointed in writing or may be embodied in or evidenced by an electronic transmission which
identifies the documents containing the proposal on which such consent is requested and certifies
such Securityholders’ consent thereto and agreement to be bound thereby; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, and, where it is hereby expressly required, to the
Company. If any Securities are denominated in coin or currency other than that of the United
States, then for the purposes of determining whether the Holders of the requisite principal amount
of Securities have taken any action as herein described, the principal amount of such Securities
shall be deemed to be that amount of United States dollars that could be obtained for such
principal amount on the basis of the spot rate of exchange into United States dollars for the
currency in which such Securities are denominated (as evidenced to the Trustee by an Officers’
Certificate) as of the date the taking of such action by the Holders of such requisite principal
amount is evidenced to the Trustee as provided in the immediately preceding sentence. If any
Securities are Original Issue Discount Securities, then for the purposes of determining whether the
Holders of the requisite principal amount of Securities have taken any action as herein described,
the principal amount of such Original Issue Discount Securities shall be deemed to be the amount of
the principal thereof that would be due and payable upon a declaration of acceleration of the
Maturity thereof as of the date the taking of such action by the Holders of such requisite
principal amount is evidenced to the Trustee as provided in the first sentence of this
Section 1.04(a). Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Securityholders signing such
instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness to such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by an



10









 






officer of a corporation or a member of a partnership, on behalf of such corporation or
partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.
The fact and date of the execution of any such instrument or writing, or the authority of the
person executing the same, may also be proved in any other manner which the Trustee deems
sufficient.




          (c) The ownership of Securities shall be proved by the Security Register.




          (d) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other action, the Company may, at its option, fix in advance
a record date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action, but the Company shall have no
obligation to do so. Such record date shall be the later of 10 days prior to the first
solicitation of such action or the date of the most recent list of Holders furnished to the Trustee
pursuant to Section 7.01. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after the record date,
but only the Holders of record at the close of business on the record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite proportion of Securities
outstanding have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the Securities outstanding
shall be computed as of the record date; provided that no such authorization, agreement or consent
by the Holders on the record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the record date, and
that no such authorization, agreement or consent may be amended, withdrawn or revoked once given by
a Holder, unless the Company shall provide for such amendment, withdrawal or revocation in
conjunction with such solicitation of authorizations, agreements or consents or unless and to the
extent required by applicable law.




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




          Section 1.05 Notices, etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Securityholders or other document
provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:





               (1) the Trustee by any Securityholder or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at
its Corporate Trust Office, Attention: Corporate Trust Administration; or



11









 






               (2) the Company by the Trustee or by any Securityholder shall be sufficient for every
purpose hereunder (except as provided in Section 5.01(4) or, in the case of a request for
repayment, as specified in the Security carrying the right to repayment) if in writing and
mailed, first-class postage prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument, Attention: Office of
the General Counsel, or at the address last furnished in writing to the Trustee by the
Company.



          Section 1.06 Notices to Securityholders; Waiver. Where this Indenture or any Security
provides for notice to Securityholders of any event, such notice shall be sufficiently given
(unless otherwise herein or in such Security expressly provided) if in writing and mailed,
first-class postage prepaid, to each Securityholder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Securityholders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders. Where this Indenture or any Security provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice, either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent
to the validity of any action taken in reliance upon such waiver.




          In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder
when such notice is required to be given pursuant to any provision of this Indenture, then any
method of notification as shall be satisfactory to the Trustee and the Company shall be deemed to
be a sufficient giving of such notice.




          Section 1.07 Conflict with Trust Indenture Act. If and to the extent that any
provision hereof limits, qualifies or conflicts with the duties imposed by, or with another
provision (an “incorporated provision”) included in this Indenture by operation of, any of
Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated
provision shall control.




          Section 1.08 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.




          Section 1.09 Successors and Assigns. All covenants and agreements in this Indenture
by the Company and the Guarantor shall bind their respective successors and assigns, whether so
expressed or not.




          Section 1.10 Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.




12









 








          Section 1.11 Benefits of Indenture. Nothing in this Indenture or in any Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, any Authenticating Agent or Paying Agent, the Security Registrar and the Holders of
Securities (or such of them as may be affected thereby), any benefit or any legal or equitable
right, remedy or claim under this Indenture.




          Section 1.12 Governing Law. This Indenture shall be construed in accordance with and
governed by the laws of the State of New York.




          Section 1.13 Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.




          Section 1.14 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 premium or
interest, if any, on the Securities of any series (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 New York Banking
Day preceding that on which a final unappealable judgment is given and (b) its obligations under
this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or 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
Banking Day” means any day except a Saturday, Sunday or a legal holiday in the City of New York
or a day on which banking institutions in the City of New York are authorized or required by law or
executive order to close.




ARTICLE II




Security Forms




          Section 2.01 Forms Generally. The Securities shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture and
may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon, as may be required to comply with the rules of any securities exchange, or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by
their execution of




13









 







the Securities. Any portion of the text of any Security may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Security.




          The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their execution of such
Securities, subject, with respect to the Securities of any series, to the rules of any securities
exchange on which such Securities are listed.




          Section 2.02 Forms of Securities. Each Security shall be in one of the forms approved
from time to time by or pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery of a Security to the Trustee for authentication in any
form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee the
Board Resolution by or pursuant to which such form of Security has been approved, which Board
Resolution shall have attached thereto a true and correct copy of the form of Security which has
been approved thereby or, if a Board Resolution authorizes a specific officer or officers to
approve a form of Security, a certificate of such officer or officers approving the form of
Security attached thereto. Any form of Security approved by or pursuant to a Board Resolution must
be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s
authentication of Securities in that form or a certificate signed by a Responsible Officer of the
Trustee and delivered to the Company.




          Section 2.03 Form of Trustee’s Certificate of Authentication. The form of Trustee’s
Certificate of Authentication for any Security issued pursuant to this Indenture shall be
substantially as follows:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated	 	 	 	 
	 

	 	 	 	 	 	 





          Section 2.04 Securities Issuable in the Form of a Global Security. (a) If the Company
shall establish pursuant to Sections 2.02 and 3.01 that the Securities of a particular series are
to be issued in whole or in part in the form of one or more Global Securities, then the Company
shall execute and the Trustee or its agent shall, in accordance with Section 3.03 and the Company
Order delivered to the Trustee or its



14









 






agent thereunder, authenticate and deliver, such Global Security or Securities, which
(i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount
of, the Outstanding Securities of such series to be represented by such Global Security or
Securities, or such portion thereof as the Company shall specify in a Company Order, (ii) shall be
registered in the name of the Depository for such Global Security or Securities or its nominee,
(iii) shall be delivered by the Trustee or its agent to the Depository or pursuant to the
Depository’s instruction and (iv) shall bear a legend substantially to the following effect:
“Unless this certificate is presented by an authorized representative of the Depository to Issuer
or its agent for registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of the nominee of the Depository or in such other name as is requested by an
authorized representative of the Depository (and any payment is made to the nominee of the
Depository or to such other entity as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the Depository, has an interest
herein.”




          (b) Notwithstanding any other provision of this Section 2.04 or of Section 3.05, and subject
to the provisions of paragraph (c) below, unless the terms of a Global Security expressly permit
such Global Security to be exchanged in whole or in part for individual Securities, a Global
Security may be transferred, in whole but not in part and in the manner provided in Section 3.05,
only to a nominee of the Depository for such Global Security, or to the Depository, or a successor
Depository for such Global Security selected or approved by the Company, or to a nominee of such
successor Depository.




          (c) (i) If at any time the Depository for a Global Security notifies the Company that it is
unwilling or unable to continue as Depository for such Global Security or if at any time the
Depository for the Securities for such series shall no longer be eligible or in good standing under
the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depository with respect to such Global Security. If a successor
Depository for such Global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company will execute, and
the Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of
individual Securities of such series in exchange for such Global Security, will authenticate and
deliver, individual Securities of such series of like tenor and terms in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such Global Security.




          (ii) The Company may at any time and in its sole discretion determine that the Securities of
any series or portion thereof issued or issuable in the form of one or more Global Securities shall
no longer be represented by such Global Security or Securities. In such event the Company will
execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of
individual Securities of such series in exchange in whole or in part for such Global Security, will
authenticate and deliver individual Securities of such series of like tenor and terms in definitive
form in an



15









 






aggregate principal amount equal to the principal amount of such Global Security or Securities
representing such series or portion thereof in exchange for such Global Security or Securities.




          (iii) If specified by the Company pursuant to Sections 2.02 and 3.02 with respect to
Securities issued or issuable in the form of a Global Security, the Depository for such Global
Security may surrender such Global Security in exchange in whole or in part for individual
Securities of such series of like tenor and terms in definitive form on such terms as are
acceptable to the Company and such Depository. Thereupon the Company shall execute, and the
Trustee or its agent shall authenticate and deliver, without service charge, (1) to each Person
specified by such Depository a new Security or Securities of the same series of like tenor and
terms and of any authorized denomination as requested by such Person in aggregate principal amount
equal to and in exchange for such Person’s beneficial interest as specified by such Depository in
the Global Security; and (2) to such Depository a new Global Security of like tenor and terms and
in an authorized denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Securities delivered to Holders
thereof.




          (iv) In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee or its agent will authenticate and deliver individual Securities in
definitive registered form in authorized denominations. Upon the exchange of the entire principal
amount of a Global Security for individual Securities, such Global Security shall be canceled by
the Trustee or its agent. Except as provided in the preceding paragraph, Securities issued in
exchange for a Global Security pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depository for such Global Security, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the Trustee or the Security
Registrar. The Trustee or the Security Registrar shall deliver at its Corporate Trust Office such
Securities to the Persons in whose names such Securities are so registered.




ARTICLE III




The Securities




          Section 3.01 General Title; General Limitations; Issuable in Series; Terms of Particular
Series. The aggregate principal amount of Securities which may be authenticated and delivered
and Outstanding under this Indenture is not limited.




          The Securities may be issued in one or more series as from time to time may be authorized by
the Board of Directors. There shall be established in or pursuant to a Board Resolution or in an
indenture supplemental hereto, subject to Section 3.11, prior to the issuance of Securities of any
such series:





               (1) the title of the Securities of such series (which shall distinguish the Securities
of such series from Securities of any other series);



16









 






               (2) the Person to whom any interest on a Security of such series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest;




               (3) the date or dates on which the principal of the Securities of such series is
payable;




               (4) the rate or rates at which the Securities of such series shall bear interest, if
any, the date or dates from which such interest shall accrue, the Interest Payment Dates on
which any such interest shall be payable and the Regular Record Date for any interest
payable on any Interest Payment Date;




               (5) the place or places where the principal of and any premium and interest on
Securities of such series shall be payable;




               (6) the period or periods within which, the Redemption Price or Prices or the
Repayment Price or Prices, as the case may be, at which and the terms and conditions upon
which Securities of such series may be redeemed or repaid (including the applicability of
Section 11.09), as the case may be, in whole or in part, at the option of the Company or
the Holder;




               (7) the obligation, if any, of the Company to purchase Securities of such series
pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of such series shall be purchased, in whole or in part,
pursuant to such obligation;




               (8) if other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of such series shall be issuable;




               (9) if other than U.S. dollars, the currency or currencies or units based on or
related to currencies in which the Securities of such series shall be denominated and in
which payments of principal of, and any premium and interest on, such Securities shall or
may be payable;




               (10) if the principal of (and premium, if any) or interest, if any, on the Securities
of such series are to be payable, at the election of the Company or a Holder thereof, in a
coin or currency (including a composite currency) other than that in which the Securities
are stated to be payable, the period or periods within which, and the terms and conditions
upon which, such election may be made;




               (11) if the amount of payments of principal of (and premium, if any) or interest, if
any, on the Securities of such series may be determined with reference to an index based on
a coin or currency (including a composite



17









 







currency) other than that in which the Securities are stated to be payable, the manner
in which such amounts shall be determined;




               (12) any limit upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 and
11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to
have been authenticated and delivered hereunder);




               (13) provisions, if any, with regard to the exchange of Securities of such series, at
the option of the Holders thereof, for other Securities of the same series of the same
aggregate principal amount or of a different authorized series or different authorized
denomination or denominations, or both;




               (14) provisions, if any, with regard to the appointment by the Company of an
Authenticating Agent in one or more places other than the location of the office of the
Trustee with power to act on behalf of the Trustee and subject to its direction in the
authentication and delivery of the Securities of any one or more series in connection with
such transactions as shall be specified in the provisions of this Indenture or in or
pursuant to such Board Resolution or indenture supplemental hereto;




               (15) the portion of the principal amount of Securities of the series, if other than
the principal amount thereof, which shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to
Section 5.04;




               (16) any Event of Default with respect to the Securities of such series, if not set
forth herein, and any additions, deletions or other changes to the Events of Default set
forth herein that shall be applicable to the Securities of such series;




               (17) any covenant solely for the benefit of the Securities of such series and any
additions, deletions or other changes to the provisions of Article VIII, Article X or
Section 1.01 or any definitions relating to such Article that would otherwise be applicable
to the Securities of such series;




               (18) if Section 4.03 of this Indenture shall not be applicable to the Securities of
such series and if Section 4.03 shall be applicable to any covenant or Event of Default
established in or pursuant to a Board Resolution or in an indenture supplemental hereto as
described above that has not already been established herein;




               (19) if the Securities of such series shall be issued in whole or in part in the form
of a Global Security or Securities, the terms and conditions, if any, upon which such
Global Security or Securities may be exchanged in whole



18









 







or in part for other individual Securities; and the Depository for such Global
Security or Securities; and




               (20) any other terms of such series, including, without limitations, any restrictions
on transfer related thereto.


all upon such terms as may be determined in or pursuant to such Board Resolution or indenture
supplemental hereto with respect to such series.




          The form of the Securities of each series shall be established pursuant to the provisions of
this Indenture in or pursuant to the Board Resolution or in the indenture supplemental hereto
creating such series. The Securities of each series shall be distinguished from the Securities of
each other series in such manner, reasonably satisfactory to the Trustee, as the Board of Directors
may determine.




          Unless otherwise provided with respect to Securities of a particular series, the Securities of
any series may only be issuable in registered form, without coupons.




          Any terms or provisions in respect of the Securities of any series issued under this Indenture
may be determined pursuant to this Section by providing for the method by which such terms or
provisions shall be determined.




          Section 3.02 Denominations. The Securities of each series shall be issuable in such
denominations and currency as shall be provided in the provisions of this Indenture or in or
pursuant to the Board Resolution or the indenture supplemental hereto creating such series. In the
absence of any such provisions with respect to the Securities of any series, the Securities of that
series shall be issuable only in fully registered form in denominations of $1,000 and any integral
multiple thereof.




          Section 3.03 Execution, Authentication and Delivery and Dating. The Securities shall
be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its
President, its Chief Operating Officer, its Chief Financial Officer, its Treasurer, any Assistant
Treasurer, its Controller, its General Counsel, its Secretary or any Vice President and attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.




          Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities.




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities executed by the Company to the Trustee for authentication; and the
Trustee shall, upon Company Order, authenticate and deliver such Securities as in this Indenture
provided and not otherwise.




19









 








          Prior to any such authentication and delivery, the Trustee shall be provided with the
Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to
Section 1.02, and the Board Resolution and any certificate relating to the issuance of the series
of Securities required to be furnished pursuant to Section 2.02, an Opinion of Counsel
substantially to the effect that:





               (1) all instruments furnished to the Trustee conform to the requirements of the
Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and
deliver such Securities;




               (2) the form and terms of such Securities have been established in conformity with the
provisions of this Indenture;




               (3) all laws and requirements with respect to the execution and delivery by the
Company of such Securities have been complied with, the Company has the corporate power to
issue such Securities and such Securities have been duly authorized and delivered by the
Company and, assuming due authentication and delivery by the Trustee, constitute legal,
valid and binding obligations of the Company enforceable in accordance with their terms
(subject, as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting creditors’ rights
generally from time to time in effect and to general equitable principles, whether applied
in an action at law or in equity) and entitled to the benefits of this Indenture, equally
and ratably with all other Securities, if any, of such series Outstanding;




               (4) when applicable, the Indenture is qualified under the Trust Indenture Act; and




               (5) such other matters as the Trustee may reasonably request;


and, if the authentication and delivery relates to a new series of Securities created by an
indenture supplemental hereto, also stating that all laws and requirements with respect to the form
and execution by the Company of the supplemental indenture with respect to that series of
Securities have been complied with, the Company has corporate power to execute and deliver any such
supplemental indenture and has taken all necessary corporate action for those purposes and any such
supplemental indenture has been duly executed and delivered and constitutes the legal, valid and
binding obligation of the Company enforceable in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other
laws and legal principles affecting creditors’ rights generally from time to time in effect and to
general equitable principles, whether applied in an action at law or in equity).




          The Trustee shall not be required to authenticate such Securities if the issue thereof will
adversely affect the Trustee’s own rights, duties or immunities under the Securities and this
Indenture.





20











 





          Unless otherwise provided in the form of Security for any series, all Securities shall be
dated the date of their authentication.




          No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual or facsimile signature, and such
certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.




          Section 3.04 Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute,
and, upon receipt of the documents required by Section 3.03, together with a Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten or otherwise produced, in any authorized denomination, substantially of the tenor of
the definitive Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.




          If temporary Securities of any series are issued, the Company will cause definitive Securities
of such series to be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment, without charge to the Holder; and upon surrender for
cancellation of any one or more temporary Securities the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of definitive
Securities of such series of authorized denominations and of like tenor and terms. Until so
exchanged the temporary Securities of such series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.




          Section 3.05 Registration, Transfer and Exchange. The Company shall keep or cause to
be kept a register or registers (herein sometimes referred to as the “Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Securities, or of Securities of a particular series, and of transfers of
Securities or of Securities of such series. Any such register shall be in written form or in any
other form capable of being converted into written form within a reasonable time. At all
reasonable times the information contained in such register or registers shall be available for
inspection by the Trustee at the office or agency to be maintained by the Company as provided in
Section 10.02. There shall be only one Security Register per series of Securities.





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          Subject to Section 2.04, upon surrender for registration of transfer of any Security of any
series at the office or agency of the Company maintained for such purpose in a Place of Payment,
the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of such series of any authorized
denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and
terms.




          Subject to Section 2.04, at the option of the Holder, Securities of any series may be
exchanged for other Securities of such series of any authorized denominations, of a like aggregate
principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute,
and the Trustee shall authenticate and deliver, the Securities which the Securityholder making
the exchange is entitled to receive.




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




          Every Security presented or surrendered for registration of transfer or exchange shall (if so
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder
thereof or his attorney duly authorized in writing.




          Unless otherwise provided in the Security to be registered for transfer or exchanged, no
service charge shall be made on any Securityholder for any registration of transfer or exchange of
Securities, but the Company may (unless otherwise provided in such Security) require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with
any registration of transfer or exchange of Securities, other than exchanges pursuant to
Section 3.04, 9.06 or 11.07 not involving any transfer.




          The Company shall not be required (i) to issue, register the transfer of or exchange any
Security of any series during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of such series selected for redemption under
Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or in part.




          None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.





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          Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated
Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Security, a new Security of like tenor, series, Stated Maturity and
principal amount, bearing a number not contemporaneously outstanding.




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




          Upon the issuance of any new Security 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 Security issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities of the same series 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 Securities.




          Section 3.07 Payment of Interest; Interest Rights Preserved. Unless otherwise
provided with respect to such Security pursuant to Section 3.01, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.




          Any interest on any Security which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith
cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of his
having been such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (1) or clause (2) below:





          (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names any such Securities (or their respective



23









 







Predecessor Securities) are registered
at the close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner (the “Special Record Date”).
The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this
clause (1) provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first class postage prepaid, to the Holder of each such
Security at his address as it appears in the Security Register, not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).




          (2) The Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such Securities
may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this clause (2),
such manner of payment shall be deemed practicable by the Trustee.



          If any installment of interest the Stated Maturity of which is on or prior to the Redemption
Date for any Security called for redemption pursuant to Article XI is not paid or duly provided for
on or prior to the Redemption Date in accordance with the foregoing provisions of this Section,
such interest shall be payable as part of the Redemption Price of such Securities.




          Subject to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.




          Section 3.08 Persons Deemed Owners. The Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name any Security is registered as the owner
of such Security for the purpose of receiving payment of principal of (and premium, if any), and
(subject to Section 3.07) interest on, such



24









 






Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.




          None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial ownership
interests.




          Section 3.09 Cancellation. All Securities surrendered for payment, redemption,
registration of transfer, exchange or credit against a sinking fund shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee.
No Security shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. The Trustee shall
dispose of all canceled Securities in accordance with its standard procedures and deliver a
certificate of such disposition to the Company upon its written request therefor.




          Section 3.10 Computation of Interest. Unless otherwise provided as contemplated in
Section 3.01, interest on the Securities shall be calculated on the basis of a 360-day year of
twelve 30-day months.




          Section 3.11 Delayed Issuance of Securities. Notwithstanding any contrary provision
herein, if all Securities of a series are not to be originally issued at one time, it shall not be
necessary for the Company to deliver to the Trustee an Officers’ Certificate, Board Resolution,
indenture supplemental hereto, opinion of counsel or Company Order otherwise required pursuant to
Sections 1.02, 2.02, 3.01 and 3.03 at or prior to the time of authentication of each Security of
such series if such documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first Security of such series to be issued; provided
that any subsequent request by the Company to the Trustee to authenticate Securities of such series
upon original issuance shall constitute a representation and warranty by the Company that as of the
date of such request, the statements made in the Officers’ Certificate or other certificates
delivered pursuant to Sections 1.02 and 2.02 shall be true and correct as if made on such date.




          A Company Order, Officers’ Certificate or Board Resolution or indenture supplemental hereto
delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph
may provide that Securities which are the subject thereof will be authenticated and delivered by
the Trustee or its agent on original issue from time to time in the aggregate principal amount, if
any, established for such series pursuant to such procedures reasonably acceptable to the Trustee
as may be specified from time to time by Company Order upon the telephonic, electronic or written
order of Persons



25









 






designated in such Company Order, Officers’ Certificate, indenture supplemental
hereto or Board Resolution (any such telephonic or electronic instructions to be promptly
confirmed in writing by such Persons) and that such Persons are authorized to determine,
consistent with such Company Order, Officers’ Certificate, indenture supplemental hereto or Board
Resolution, such terms and conditions of said Securities as are specified in such Company Order,
Officers’ Certificate, indenture supplemental hereto or Board Resolution.




ARTICLE IV




Satisfaction and Discharge; Defeasance




          Section 4.01 Satisfaction and Discharge of Indenture. Unless pursuant to Section 3.01
provision is made that this Section shall not be applicable to the Securities of any series, this
Indenture shall cease to be of further effect with respect to any series of Securities (except as
to any surviving rights of registration of transfer or exchange of Securities of such series
expressly provided for herein or in the form of Security for such series), and the Trustee, on
receipt of a Company Request and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series, when:





          (1) either




               (A) all Securities of that series theretofore authenticated and delivered (other than
(i) Securities of such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.06, and (ii) Securities of such series for whose
payment money in the Required Currency has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 10.03) have been delivered to the
Trustee canceled or for cancellation; or




               (B) all such Securities of that series not theretofore delivered to the Trustee
canceled or for cancellation:




               (i) have become due and payable, or




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




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


and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount in the Required
Currency sufficient to pay and discharge the entire indebtedness on such


26









 






Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal
(and premium, if any) and interest to the date of such deposit (in the case of Securities which
have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be;





          (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Securities of such series; and




          (3) 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 with respect to the Securities of such series
have been complied with.


Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee with respect to that series under
Section 6.07 shall survive and the obligations of the Company and the Trustee under Sections 3.05,
3.06, 4.02, 10.02 and 10.03 shall survive such satisfaction and discharge.




          Section 4.02 Application of Trust Money. Subject to the provisions of the last
paragraph of Section 10.03, all money, property and securities deposited with the Trustee pursuant
to Section 4.01 or Section 4.03 shall be held in trust and applied by it, in accordance with the
provisions of the series of Securities in respect of which it was deposited 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
premium, if any) and interest for whose payment such money has been deposited with the Trustee; but
such money need not be segregated from other funds except to the extent required by law.




          Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money, property or securities deposited with and
held by it as provided in Section 4.03 and this Section 4.02 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent satisfaction and discharge, Discharge (as defined below) or
covenant defeasance, provided that the Trustee shall not be required to liquidate any securities in
order to comply with the provisions of this paragraph.




          Section 4.03 Defeasance Upon Deposit of Funds or Government Obligations. Unless
pursuant to Section 3.01 provision is made that this Section shall not be applicable to the
Securities of any series, at the Company’s
option, either (a) the Company and the Guarantor shall be deemed to have been Discharged (as
defined below) from its obligations with respect to any series of Securities after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease to be under any




27









 







obligation to comply with any term, provision or condition set forth in Section 10.05 and
Article VIII (and any other Sections or covenants applicable to such Securities that are determined
pursuant to Section 3.01 to be subject to this provision), the Guarantor shall be released from the
Guarantees and clause (4) of Section 5.01 of this Indenture (and any other Events of Default
applicable to such Securities that are determined pursuant to Section 3.01 to be subject to this
provision) shall be deemed not to be an Event of Default with respect to any series of Securities
at any time after the applicable conditions set forth below have been satisfied:





          (1) the Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series, (i) money in an amount, or
(ii) the equivalent in securities of the government which issued the currency in which the
Securities are denominated or government agencies backed by the full faith and credit of
such government which through the payment of interest and principal in respect thereof in
accordance with their terms will provide freely available funds on or prior to the due date
of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in
the opinion (with respect to (ii) and (iii)) 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 (including mandatory sinking fund
payments) and any premium of, interest on and any repurchase or redemption obligations with
respect to the outstanding Securities of such series on the dates such installments of
interest or principal or repurchase or redemption obligations are due (before such a
deposit, if the Securities of such series are then redeemable or may be redeemed in the
future pursuant to the terms thereof, in either case at the option of the Company, the
Company may give to the Trustee, in accordance with Section 11.02, a notice of its election
to redeem all of the Securities of such series at a future date in accordance with
Article XI);




          (2) no Event of Default or event (including such deposit) which with notice or lapse
of time would become an Event of Default with respect to the Securities of such series
shall have occurred and be continuing on the date of such deposit (other than an Event of
Default resulting from the borrowing of funds to be applied to such deposit);




          (3) the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that Holders of the Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of the Company’s exercise of its option
under this Section 4.03 and will be subject to Federal income tax on the same amount and in
the same manner and at the same times as would have been the case if such option had not
been exercised, and, in the case of Securities being Discharged, accompanied by a ruling to
that effect
from the Internal Revenue Service, unless, as set forth in such Opinion of Counsel,
there has been a change in the applicable federal income tax law since



28









 







the date of this
Indenture such that a ruling from the Internal Revenue Service is no longer required;




          (4) the Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit referred to in paragraph (1) above was not made by the Company with the
intent of preferring the Holders over other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding creditors of the Company or others; and




          (5) 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 satisfaction and discharge of this Indenture with respect to the Securities of such
series have been complied with.



          If the Company, at its option, with respect to a series of Securities, satisfies the
applicable conditions pursuant to either clause (a) or (b) of the first sentence of this Section,
then (x), in the event the Company satisfies the conditions to clause (a) and elects clause (a) to
be applicable, the Guarantor shall be deemed to have paid and discharged the entire indebtedness
represented by, and obligations under, its respective guarantee of the Securities of such series
and to have satisfied all the obligations under this Indenture relating to the Securities of such
series and (y) in either case, the Guarantor shall cease to be under any obligation to comply with
any term, provision or condition set forth in any covenants applicable to such Securities that are
determined pursuant to Section 3.01 to be subject to this provision), and any Events of Default
applicable to such series of Securities that are determined pursuant to Section 3.01 to be subject
to this provision shall be deemed not to be an Event of Default with respect to such series of
Securities at any time thereafter.




          “Discharged” means that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and obligations under, the Securities of such series and to
have satisfied all the obligations under this Indenture relating to the Securities of such series
(and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute
proper instruments acknowledging the same), except (A) the rights of Holders of Securities to
receive, from the trust fund described in clause (1) above, payment of the principal and any
premium of and any interest on such Securities when such payments are due; (B) the Company’s
obligations with respect to such Securities under Sections 3.05, 3.06, 4.02, 6.07, 10.02 and 10.03;
(C) the Company’s right of redemption, if any, with respect to any Securities of such series
pursuant to Article XI, in which case the Company may redeem the Securities of such series in
accordance with Article XI by complying with such Article and depositing with the Trustee, in
accordance with Section 11.05, an amount of money sufficient, together with all amounts held in
trust pursuant to Section 4.02 with respect to Securities of such series, to pay the Redemption
Price of all the Securities of such series to be redeemed; and (D) the rights, powers, trusts,
duties and immunities of the Trustee hereunder. A “Discharge” shall mean the meeting by
the Company of the foregoing requirements.




29









 








          Section 4.04 Reinstatement. If the Trustee or Paying Agent is unable to apply any
money, property or securities in accordance with Section 4.02 of this Indenture, by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s and, if applicable,
the Guarantor’s obligations under this Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to Section 4.01 or 4.03 of this Indenture, as the case
may be, until such time as the Trustee or Paying Agent is permitted to apply all such money,
property or securities in accordance with Section 4.02 of this Indenture; provided that, if the
Company has made any payment of principal of or interest on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, property or securities held by the Trustee
or Paying Agent.




ARTICLE V




Remedies




          Section 5.01 Events of Default. “Event of Default”, wherever used herein,
means with respect to any series of Securities any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), unless such event is either inapplicable to
a particular series or it is specifically deleted or modified in or pursuant to the indenture
supplemental hereto or Board Resolution creating such series of Securities or in the form of
Security for such series:





          (1) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days; or




          (2) default in the payment of the principal of (or premium, if any, on) any Security
of that series at its Maturity; or




          (3) default in the payment of any sinking or purchase fund or analogous obligation
when the same becomes due by the terms of the Securities of such series; or




          (4) default in the performance, or breach, of any covenant or warranty of the Company
or the Guarantor in this Indenture in respect of the Securities of such series (other than
a covenant or warranty in respect of the Securities of such series a default in the
performance of which or the breach of which is elsewhere in this Section specifically dealt
with), all of such covenants and warranties in the Indenture which are not expressly stated
to be for the benefit
of a particular series of Securities being deemed in respect of the Securities of all
series for this purpose, and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company



30









 






by the Trustee
or to the Company and the Trustee by the Holders of at least 331/3% in aggregate principal
amount of the Outstanding Securities of such series, 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




          (5) the entry of an order for relief against the Company or any Significant Subsidiary
thereof under Title 11, United States Code (the “Federal Bankruptcy Act”) by a
court having jurisdiction in the premises or a decree or order by a court having
jurisdiction in the premises adjudging the Company or any Significant Subsidiary thereof a
bankrupt or insolvent under any other applicable Federal or State law, or the entry of a
decree or order approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or any Significant Subsidiary
thereof under the Federal Bankruptcy Act or any other applicable Federal or State law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or any Significant Subsidiary thereof or of any substantial part
of its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of 90
consecutive days; or




          (6) the consent by the Company or any Significant Subsidiary thereof to the
institution of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy
Act or any other applicable Federal or State law, or the consent by it to the filing of any
such petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or any Significant Subsidiary
thereof or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the Company or any
Significant Subsidiary thereof in furtherance of any such action; or




          (7) any Guarantee shall for any reason cease to be, or be asserted in writing by the
Guarantor or the Company not to be, in full force and effect, enforceable in accordance
with its terms, except to the extent contemplated by this Indenture and the Guarantee; or




          (8) revocation, termination, suspension or other cessation of effectiveness of any
Nevada or Macau Gaming License, which results in the cessation or suspension of gaming
operations for a period of more than 90 consecutive days; or




          (9) any other Event of Default provided in the indenture supplemental hereto or Board
Resolution under which such series of Securities is issued or in the form of Security for
such series.



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          Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of
Default described in paragraph (1), (2), (3), (4), (7), (8) or (9) (if the Event of Default under
clause (4) or (9) is with respect to less than all series of Securities then Outstanding) of
Section 5.01 occurs and is continuing with respect to any series, then and in each and every such
case, unless the principal of all the Securities of such series shall have already become due and
payable, either the Trustee or the Holders of not less than 331/3% in aggregate principal amount of
the Securities of such series then Outstanding hereunder (each such series acting as a separate
class), by notice in writing to the Company (and to the Trustee if given by Holders), may declare
the principal amount (or, if the Securities of such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that series) of all the
Securities of such series and all accrued interest thereon to be due and payable immediately, and
upon any such declaration the same shall become and shall be immediately due and payable, anything
in this Indenture or in the Securities of such series contained to the contrary notwithstanding.
If an Event of Default described in clause (4) or (9) (if the Event of Default under clause (4) or
(9) is with respect to all series of Securities then Outstanding), of Section 5.01 occurs and is
continuing, then and in each and every such case, unless the principal of all the Securities shall
have already become due and payable, either the Trustee or the Holders of not less than 331/3% in
aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class),
by notice in writing to the Company (and to the Trustee if given by Holders), may declare the
principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms thereof) of all the Securities then Outstanding
and all accrued interest thereon to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture or in
the Securities contained to the contrary notwithstanding. If an Event of Default of the type set
forth in clause (5) or (6) of Section 5.01 occurs and is continuing, the principal of and any
interest on the Securities then outstanding shall become immediately due and payable.




          At any time after such a declaration of acceleration has been made with respect to the
Securities of any or all series, as the case may be, 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 principal amount of the outstanding Securities of such series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its consequences if:





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




               (A) all overdue installments of interest on the Securities of such series; and




               (B) the principal of (and premium, if any, on) any Securities of such series which
have become due otherwise than by such declaration of acceleration, and interest thereon at
the rate or rates prescribed



32









 







therefor by the terms of the Securities of such series, to the
extent that payment of such interest is lawful; and




               (C) interest upon overdue installments of interest at the rate or rates prescribed
therefor by the terms of the Securities of such series to the extent that payment of such
interest is lawful; and




               (D) 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 all other amounts due the Trustee under Section 6.07; and




          (2) all Events of Default with respect to such series of Securities, other than the
nonpayment of the principal of the Securities of such series which have become due solely
by such acceleration, have been cured or waived as provided in Section 5.13.


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




          Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. The
Company covenants that if:





          (1) default is made in the payment of any installment of interest on any Security of
any series when such interest becomes due and payable; or




          (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof; or




          (3) default is made in the payment of any sinking or purchase fund or analogous
obligation when the same becomes due by the terms of the Securities of any series;


and any such default continues for any period of grace provided with respect to the Securities of
such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder
of any such Security (or the Holders of any such series in the case of clause (3) above), the whole
amount then due and payable on any such Security (or on the Securities of any such series in the
case of clause (3) above) for principal (and premium, if any) and interest, with interest, to the
extent that payment of such interest shall be legally enforceable, upon the overdue principal (and
premium, if any) and upon overdue installments of interest, at such rate or rates as may be
prescribed therefor by the terms of any such Security (or of Securities of any such series in the
case of clause (3) above); and, in addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and all other amounts due the Trustee under
Section 6.07.





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          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, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities of such series and
collect the money adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever situated.




          If an Event of Default with respect to any series of Securities occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series 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 5.04 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
Securities or the property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities 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 proceedings or otherwise:




          (i) to file and prove a claim for the whole amount of principal (or portion thereof determined
pursuant to Section 3.01(16) to be provable in bankruptcy) (and premium, if any) and interest owing
and unpaid in respect of the Securities and to file such other papers or documents as may be
necessary and 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 all other amounts due the Trustee under Section 6.07) and of the Securityholders
allowed in such judicial proceeding; and




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



and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any
such judicial proceeding is hereby authorized by each Securityholder to make such
payment to the Trustee and in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 6.07.




          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Securityholder any plan of




34









 







reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.




          Section 5.05 Trustee May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or the Securities of any series may be prosecuted and
enforced by the Trustee without the possession of any of the Securities of such series 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 agent and counsel and any other amounts due the
Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities of the
series in respect of which such judgment has been recovered.




          Section 5.06 Application of Money Collected. Any money collected by the Trustee with
respect to a series of Securities 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 premium, if any) or interest, upon presentation of the Securities of such series
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 6.07.




          SECOND: To the payment of the amounts then due and unpaid upon the Securities of that
series for principal (and premium, if any) and interest, 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 Securities for principal (and
premium, if any) and interest, respectively.




          THIRD: To the Company.



          Section 5.07  Limitation on Suits. No Holder of any Security of any series 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:





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




          (2) the Holders of not less than 331/3% in principal amount of the outstanding
Securities of such series 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;



35









 






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




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




          (5) 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 Securities of such series;


it being understood and intended that no one or more Holders of Securities of such series 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 Holders of Securities of such
series, or to obtain or to seek to obtain priority or preference over any other such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and
proportionate benefit of all the Holders of all Securities of such series.




          Section 5.08 Unconditional Right of Securityholders to Receive Principal, Premium and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal of
(and premium, if any) and (subject to Section 3.07) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the
Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of such Holder.




          Section 5.09 Restoration of Rights and Remedies. If the Trustee or any Securityholder
has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, then and in every such case the
Company, the Trustee and the Securityholders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though
no such proceeding had been instituted.




          Section 5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Trustee or to the Securityholders 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.




          Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of




36









 






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 Securityholders may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Securityholders, as the case may be.




          Section 5.12 Control by Securityholders. The Holders of a majority in principal
amount of the Outstanding Securities of any series 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 Securities of such series, provided
that:





          (1) the Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action so directed may not lawfully
be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a
Responsible Officer, determine that the proceedings so directed would involve it in
personal liability or be unjustly prejudicial to the Holders not taking part in such
direction, and




          (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.



          Section 5.13 Waiver of Past Defaults. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect to such series and its
consequences, except a default not theretofore cured:





          (1) in the payment of the principal of (or premium, if any) or interest on any
Security of such series, or in the payment of any sinking or purchase fund or analogous
obligation with respect to the Securities of such series, or




          (2) in respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the Holder of each Outstanding Security of such
series.



          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 5.14 Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Security 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 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 and
expenses, against any party




37









 







litigant in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of this Section shall not
apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group
of Securityholders, holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series to which the suit relates, or to any suit instituted by any Securityholder
for the enforcement of the payment of the principal of (or premium, if any) or interest on an
Security on or after the respective Stated Maturities expressed in such Security (or, in the case
of redemption or repayment, on or after the Redemption Date or Repayment Date, as the case may be).




          Section 5.15 Waiver of Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not 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 had been enacted.




ARTICLE VI




The Trustee




          Section 6.01 Certain Duties and Responsibilities. (a) Except during the continuance
of an Event of Default with respect to any series of Securities:





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




               (2) in the absence of bad faith on its part, the Trustee may, with respect to
Securities of such series, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated
therein).



          (b) In case an Event of Default with respect to any series of Securities has occurred and is
continuing, the Trustee shall exercise with respect to the Securities of such series such of the
rights and powers vested in it by this Indenture and any indenture supplemental hereto or Board
Resolution relating to such series of Securities, and use the




38









 







same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.




          (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that:





               (1) this Subsection shall not be construed to limit the effect of Subsection (a) of
this Section;




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




               (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series relating to the time, method
and 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 Securities
of such series; and




               (4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, 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
or liability is not reasonably assured to it.



          (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.




          Section 6.02 Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all
Securityholders of such series, as their names and addresses appear in the Security Register,
notice of such default hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of the principal of
(or premium, if any) or interest on any Security of such series or in the payment of any sinking or
purchase fund installment or analogous obligation with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of the Securityholders
of such series; and provided, further, that in the case of any default of the character specified
in Section 5.01(4) with respect to Securities of such series no such notice to Securityholders of
such series shall be given until at least 90 days after the




39









 







occurrence thereof. For the purpose of
this Section, the term “default”, with respect to Securities of any series, means any event which
is, or after notice or lapse of time or both would become, an Event of Default with respect to
Securities of such series.




          Section 6.03 Certain Rights of Trustee. Except as otherwise provided in Section 6.01:





          (a) the Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture or other paper or
document believed by it to be genuine and to have been signed or presented by the proper
party or parties;




          (b) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;




          (c) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;




          (d) the Trustee may consult with counsel and the written advice of such counsel or an
Opinion of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;




          (e) 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 Securityholders
pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction;




          (f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;




          (g) the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee shall
not be responsible for any misconduct or



40









 






negligence on the part of any agent or attorney
appointed with due care by it hereunder;




          (h) the Trustee shall not be charged with knowledge of any default (as defined in
Section 6.02) or Event of Default with respect to the Securities of any series for which it
is acting as Trustee unless either (1) a Responsible Officer of the Trustee assigned to the
Corporate Trust Department of the Trustee (or any successor division or department of the
Trustee) shall have actual knowledge of such default or Event of Default or (2) written
notice of such default or Event of Default shall have been given to the Trustee by the
Company or any other obligor on such Securities or by any Holder of such Securities;




          (i) the Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture; and




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



          Section 6.04 Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.




          Section 6.05 May Hold Securities. The Trustee, any Authenticating Agent, any Paying
Agent, the Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Company or the Guarantor with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.




          Section 6.06 Money Held in Trust. Subject to the provisions of Section 10.03 hereof,
all moneys in any currency or currency received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed in writing
with the Company.




          Section 6.07 Compensation and Reimbursement. The Company agrees:





          (1) to pay to the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall



41









 







not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);




          (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as shall be determined to have been caused by its own
negligence or bad faith; and




          (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the costs and
expenses of defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.



          As security for the performance of the obligations of the Company under this Section the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of (and premium, if
any) or interest on particular Securities.




          When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.01(5) or (6), the expenses and the compensation for the services are
intended to constitute expenses of administration under any bankruptcy law.




          The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive
the resignation or removal of any Trustee, the discharge of the Company’s obligations pursuant to
Article IV of this Indenture and/or the termination of this Indenture.




          Section 6.08 Disqualification; Conflicting Interests. The Trustee for the Securities
of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust
Indenture Act during the period of time provided for therein. In determining whether the Trustee
has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to
the Securities of any series, there shall be excluded this Indenture with respect to Securities of
any particular series of Securities other than that series. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the Trust Indenture Act.




          Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be a
Trustee hereunder with respect to each series of Securities, which shall be either:





42









 








          (i) a corporation organized and doing business under the laws of the United States of America
or of any State, authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by Federal or State authority, or




          (ii) a corporation or other Person organized and doing business under the laws of a foreign
government that is permitted to act as Trustee pursuant to a rule, regulation or order of the
Commission, authorized under such laws to exercise corporate trust powers, and subject to
supervision or examination by authority of such foreign
government or a political subdivision thereof substantially equivalent to supervision or
examination applicable to United States institutional trustees;



in either case having a combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. Neither the Company nor any Person
directly or indirectly controlling, controlled by, or under common control with the Company shall
serve as trustee for the Securities of any series issued hereunder. If at any time the Trustee
with respect to any series of Securities shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect specified
in Section 6.10.




          Section 6.10 Resignation and Removal. (a)  No resignation or removal of the Trustee
and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.




          (b) The Trustee may resign with respect to any series of Securities at any time by giving
written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.




          (c) The Trustee may be removed with respect to any series of Securities at any time by Act of
the Holders of a majority in principal amount of the outstanding Securities of that series,
delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of such notice of
removal, the removed Trustee may petition any court of competent jurisdiction for the appointment
of a successor Trustee.




          (d) If at any time:





               (1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
pursuant to Section 6.08 with respect to any series of



43









 







Securities after written request
therefor by the Company or by any Securityholder who has been a bona fide Holder of a
Security of that series for at least six months, unless the Trustee’s duty to resign is
stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act, or




               (2) the Trustee shall cease to be eligible under Section 6.09 with respect to any
series of Securities and shall fail to resign after written request therefor by the Company
or by any such Securityholder, or




               (3) the Trustee shall become incapable of acting with respect to any series of
Securities, or




               (4) the Trustee shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take charge or control of
the Trustee or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee, with respect to the series, or in the case of clause (4), with respect to all
series, or (ii) subject to Section 5.14, any Securityholder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee with respect to the series, or, in
the case of clause (4), with respect to all series.



          (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any
series of Securities, or if a vacancy shall occur in the office of the Trustee with respect to any
series of Securities for any cause, the Company, by Board Resolution, shall promptly appoint a
successor Trustee for that series of Securities.



If, within one year after such resignation, removal or incapacity, or the occurrence of such
vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee with respect to
such series and supersede the successor Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series shall have been so appointed by the
Company or the Securityholders of such series and accepted appointment in the manner hereinafter
provided, subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security
of that series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to such series.




          (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to any series and each appointment of a successor Trustee with respect to any series by
mailing written notice of such event by first-class mail, postage prepaid, to the Holders of
Securities of that series as their names and




44









 







addresses appear in the Security Register. Each
notice shall include the name of the successor Trustee and the address of its principal Corporate
Trust Office.




          Section 6.11 Acceptance of Appointment by Successor. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and to the predecessor
Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the
predecessor Trustee shall become effective with respect to any series as to which it is
resigning or being removed as Trustee, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
predecessor Trustee with respect to any such series; but, on request of the Company or the
successor Trustee, such predecessor Trustee shall, upon payment of its reasonable charges, if any,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the predecessor Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such predecessor trustee hereunder with respect to all or
any such series, subject nevertheless to its lien, if any, provided for in Section 6.07. Upon
request of any such successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and
trusts.




          In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee
with respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect
to the Securities of any series as to which the predecessor Trustee is not being succeeded shall
continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
indenture supplemental hereto shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee.




          No successor Trustee with respect to any series of Securities shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible with
respect to that series under this Article.




          Section 6.12 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger,





45











 




conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.




          Section 6.13 Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.




          Section 6.14 Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and, if other than the Company itself,
subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.




          Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.




          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and, if other than the Company, to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if
other than the Company, to the Company.




46









 







Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee, with the approval of the Company, may
appoint a
successor Authenticating Agent which shall be acceptable to the Company and shall mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve, as their names and addresses
appear in the Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section.




          The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.




          If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternate certificate of authentication in the following form:




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	[Name of Authenticating Agent]
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 

As Authenticating Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	 

As Authorized Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated	 	 	 	 
	 

	 	 	 	 

	 	 






ARTICLE VII




Securityholders’ Lists and Reports by

Trustee and Company




          Section 7.01 Company to Furnish Trustee Names and Addresses of Securityholders.




          The Company will furnish or cause to be furnished to the Trustee:





          (1) semi-annually, not more than 15 days after December 15 and June 15 in each year in
such form as the Trustee may reasonably require, a



47









 







list of the names and addresses of the
Holders of Securities of each series as of such December 15 and June 15, as applicable, and




          (2) at such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is furnished; provided, however,
that if and so long as the Trustee shall be the Security Registrar for Securities of a
series, no such list need be furnished with respect to such series of Securities.



          Section 7.02 Preservation of Information; Communications to Securityholders. (a)  The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses
of Holders of Securities contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders of Securities received by the Trustee in its
capacity as Security Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.




          (b) If three or more Holders of Securities of any series (hereinafter referred to as
“applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security of such series for a period of at least six months
preceding the date of such application, and such application states that the applicants desire to
communicate with other Holders of Securities of such series or with the Holders of all Securities
with respect to their rights under this Indenture or under such Securities and is accompanied by a
copy of the form of proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such application, at its
election, either:





          (1) afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section 7.02(a), or




          (2) inform such applicants as to the approximate number of Holders of Securities of
such series or all Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 7.02(a), and as
to the approximate cost of mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.



          If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of
such series or to all Securityholders, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section 7.02(a), a copy of the
form of proxy or other communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless, within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission, together with a copy of the




48









 







material to be mailed, a written statement to the effect that, in the opinion of the Trustee,
such mailing would be contrary to the best interests of the Holders of Securities of such
series or all Securityholders, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all Securityholders of such series or
all Securityholders, as the case may be, with reasonable promptness after the entry of such order
and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty
to such applicants respecting their application.




          (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders of Securities in
accordance with Section 7.02(b), regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 7.02(b).




          Section 7.03 Reports by Trustee. (a)  Within 60 days after May 15 of each year
commencing with the first May 15 after the issuance of Securities, the Trustee shall transmit by
mail, at the Company’s expense, to all Holders as their names and addresses appear in the Security
Register, as provided in Trust Indenture Act 313(c), a brief report dated as of May 15 in
accordance with and with respect to the matters required by Trust Indenture Act Section 313(a).




          (b) The Trustee shall transmit by mail, at the Company’s expense, to all Holders as their
names and addresses appear in the Security Register, as provided in Trust Indenture Act 313(c), a
brief report in accordance with and with respect to the matters required by Trust Indenture Act
Section 313(b).




          (c) A copy of each such report shall, at the time of such transmission to Holders, be
furnished to the Company and, in accordance with Trust Indenture Act Section 313(d), be filed by
the Trustee with each stock exchange upon which the Securities are listed, and also with the
Commission.




          Section 7.04 Reports by Company. The Company shall file with the Trustee, and
transmit to Holders, such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission. The Company also shall comply with the other provisions
of Trust Indenture Act



49









 






Section 314(a). Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).




ARTICLE VIII




Consolidation, Merger, Conveyance or Transfer




          Section 8.01 Consolidation, Merger, Conveyance or Transfer on Certain Terms. Except
as otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series
of Securities or in the form of security for such Series, neither Company nor the Guarantor shall
consolidate with or merge into any other Person or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:





          (1) (a) in the case of the Company, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or transfer the
properties and assets of the Company substantially as an entirety shall be organized and
existing under the laws of the United States of America 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 reasonably satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and interest on all the
Securities and the performance of every covenant of this Indenture (as supplemented from
time to time) on the part of the Company to be performed or observed; (b) in the case of
the Guarantor, the Person formed by such consolidation or into which the Guarantor is
merged or the Person which acquires by conveyance or transfer the properties and assets of
the Guarantor substantially as an entirety shall be either (i) the Company or the Guarantor
or (ii) a Person organized and existing under the laws of the United States of America or
any State thereof or the District of Columbia, and in the case of clause (ii), shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the performance of every covenant
of this Indenture (as supplemented from time to time) on the part of the Guarantor to be
performed or observed;




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




          (3) such transaction will not result in the loss or suspension or material impairment
of any material Gaming License of the Company or its Subsidiaries;



50









 






          (4) such transaction would not require any Holder of Securities (other than any Person
acquiring the Company or its assets and any affiliate thereof) to obtain a Gaming License
or be qualified under the law of any applicable gaming jurisdiction; provided that such
Holder would not have been required to obtain a Gaming License or be qualified under the
laws of any applicable gaming jurisdiction in the absence of such transaction; and




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



          Section 8.02 Successor Person Substituted. Upon any consolidation or merger, or any
conveyance or transfer of the properties and assets of the Company or the Guarantor substantially
as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation
or into which the Company or the Guarantor is merged or to which such conveyance or transfer is
made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company or the Guarantor under this Indenture with the same effect as if such successor had been
named as the Company or the Guarantor herein. In the event of any such conveyance or transfer, the
Company or the Guarantor, as the case may be, as the predecessor shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be dissolved, wound up or
liquidated at any time thereafter.




ARTICLE IX




Supplemental Indentures




          Section 9.01 Supplemental Indentures Without Consent of Securityholders. Except as
otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of
Securities or in the form of Security for such series, without the consent of the Holders of any
Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:




          (1) to evidence the succession of another corporation or Person to the Company or the
Guarantor and the assumption by any such successor of the
respective covenants of the Company or the Guarantor herein and in the Securities
contained; or




          (2) to add to the covenants of the Company or the Guarantor, if any, or to surrender
any right or power herein conferred upon the Company or the Guarantor, for the benefit of
the Holders of the Securities of any or all series (and if such covenants or the surrender
of such right or power are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being




51









 







included or such surrenders are expressly
being
made solely for the benefit of one or more specified series); or





          (3) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture; or




          (4) to add to this Indenture such provisions as may be expressly permitted by the TIA,
excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect
at the date as of which this instrument was executed or any corresponding provision in any
similar federal statute hereafter enacted; or




          (5) to establish any form of Security, as provided in Article II, to provide for the
issuance of any series of Securities as provided in Article III and to set forth the terms
thereof, and/or to add to the rights of the Holders of the Securities of any series; or




          (6) to evidence and provide for the acceptance of appointment by another corporation
as a successor Trustee hereunder with respect to one or more series of Securities and to
add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to Section 6.11; or




          (7) to add any additional Events of Default in respect of the Securities of any or all
series (and if such additional Events of Default are to be in respect of less than all
series of Securities, stating that such Events of Default are expressly being included
solely for the benefit of one or more specified series); or




          (8) to provide for uncertificated Securities in addition to or in place of
certificated Securities and to provide for bearer Securities; provided that uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the Internal
Revenue Code of 1986, as amended, or in a manner such that the uncertificated Securities
are described in Section 163(f)(2)(B) of such Internal Revenue Code; or




          (9) to secure the Securities of any series; or




          (10) to add additional guarantors in respect of any series or all of the Securities;
or




          (11) to make any other change that does not adversely affect the rights of the Holders
of any or all series of Securities; or




          (12) to make any change necessary to comply with any requirement of the Commission in
connection with the qualification of this Indenture or any supplemental indenture under the
Trust Indenture Act.



52









 





          No supplemental indenture for the purposes identified in clauses (2), (3) or (5) above may be
entered into if to do so would adversely affect the rights of the Holders of Outstanding Securities
of any series in any material respect.




          Section 9.02 Supplemental Indentures with Consent of Securityholders. Except as
otherwise set forth in an indenture supplemental hereto or Board Resolution creating such series of
Securities or in the form of security for such Series, with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Securities of all series affected by such
supplemental indenture or indentures (acting as one class), by Act of said Holders delivered to the
Company and the Trustee (in accordance with Section 1.04 hereof), the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:





          (1) change the Maturity of the principal of, or the Stated Maturity of any premium on,
or any installment of interest on, any Security, or reduce the principal amount thereof or
the interest or any premium thereon, or change the method of computing the amount of
principal thereof or interest thereon on any date or change any Place of Payment where, or
the coin or currency in which, any Security or any premium or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on or after
the Maturity or the Stated Maturity, as the case may be, thereof (or, in the case of
redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case
may be); or




          (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences, provided
for in this Indenture; or




          (3) modify any of the provisions of this Section 9.02, Section 5.13 or Section 10.06,
except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; or




          (4) impair or adversely affect the right of any Holder to institute suit for the
enforcement of any payment on, or with respect to, the Securities of any series on or after
the Stated Maturity of such Securities (or in the case of redemption, on or after the
Redemption Date); or



53









 






          (5) amend or modify Section 12.01 of this Indenture in any manner adverse to the
rights of the Holders of the Outstanding Securities of any series.



          For purposes of this Section 9.02, if the Securities of any series are issuable upon the
exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such
series shall be deemed to be a Holder of Outstanding Securities of such series in the amount
issuable upon the exercise of such warrant. For such purposes, the ownership of any such warrant
shall be determined by the Company in a manner consistent with customary commercial practices. The
Trustee for such series shall be entitled to rely on an Officers’ Certificate as to the principal
amount of Securities of such series in respect of which consents shall have been executed by
holders of such warrants.




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




          It shall not be necessary for any Act of Securityholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.




          Section 9.03 Execution of Supplemental Indentures. 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 6.01) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.




          Section 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent provided therein.




          Section 9.05 Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of TIA as then in effect.




          Section 9.06 Reference in Securities to Supplemental Indentures. Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form



54









 






approved by the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors,
to any such supplemental indenture may be prepared and executed by the Company and authenticated
and delivered by the Trustee in exchange for Outstanding Securities.




ARTICLE X




Covenants




          Section 10.01 Payment of Principal, Premium and Interest. With respect to each series
of Securities, the Company will duly and punctually pay the principal of (and premium, if any) and
interest on such Securities in accordance with their terms and this Indenture, and will duly comply
with all the other terms, agreements and conditions contained in, or made in the Indenture for the
benefit of, the Securities of such series.




          Section 10.02 Maintenance of Office or Agency. The Company will maintain an office or
agency in each Place of Payment where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and of any change in the
location, of such office or agency. If at any time the Company shall fail to maintain such office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.




          Unless otherwise set forth in, or pursuant to, a Board Resolution or indenture supplemental
hereto with respect to a series of Securities, the Company hereby initially designates as the Place
of Payment for each series of Securities, the Borough of Manhattan, the City and State of New York,
and initially appoints the Trustee at its Corporate Trust Office as the Company’s office or agency
for each such purpose in such city.




          Section 10.03 Money for Security Payments to Be Held in Trust. If the Company shall
at any time act as its own Paying Agent for any series of Securities, it will, on or before each
due date of the principal of (and premium, if any) or interest on, any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure to act.




          Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of (and premium,



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if any) or interest on, any
Securities of such series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal (and premium, if any) or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.




          The Company will cause each Paying Agent other than the Trustee for any series of Securities
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will:





          (1) hold all sums held by it for the payment of principal of (and premium, if any) or
interest on Securities of such series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;




          (2) give the Trustee notice of any default by the Company (or any other obligor upon
the Securities of such series) in the making of any such payment of principal (and premium,
if any) or interest on the Securities of such series; and




          (3) at any time during the continuance of any such default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent.



          The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture with respect to any series of Securities or for any other purpose, pay, or by
Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent in respect of each and
every series of Securities as to which it seeks to discharge this Indenture or, if for any other
purpose, all sums so held in trust by the Company in respect of all Securities, such sums to be
held by the Trustee upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Security of any
series and remaining unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security shall thereafter as
an unsecured general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease. The Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company mail to the Holders of the Securities
as to which the money to be repaid was held in trust, as their




56









 







names and addresses appear in the
Security Register, a notice that such moneys remain unclaimed and that, after a date specified in
the notice, which shall not be less than 30 days from the date on which the notice was first mailed
to the Holders of the Securities as to which the money to be repaid was held in trust, any
unclaimed balance of such moneys then remaining will be paid to the Company free of the trust
formerly impressed upon it.




          Section 10.04 Statement as to Compliance. The Company and the Guarantor will deliver
to the Trustee, within 120 days after the end of each fiscal year, a written statement signed by
the principal executive officer, principal financial officer or principal accounting officer of the
Company or the Guarantor, as applicable, stating that:





          (1) a review of the activities of the Company or the Guarantor, as applicable, during
such year and of performance under this Indenture and under the terms of the Securities has
been made under his supervision; and




          (2) to the best of his knowledge, based on such review, the Company or the Guarantor,
as applicable, has fulfilled all its obligations under this Indenture and has complied with
all conditions and covenants on its part contained in this Indenture through such year, or,
if there has been a default in the fulfillment of any such obligation, covenant or
condition, specifying each such default known to him and the nature and status thereof.



          For the purpose of this Section 10.04, default and compliance shall be determined without
regard to any grace period or requirement of notice provided pursuant to the terms of this
Indenture.




          Section 10.05 Legal Existence. Subject to Article VIII, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect its legal existence.




          Section 10.06 Waiver of Certain Covenants. The Company may omit in respect of any
series of Securities, in any particular instance, to comply with any covenant or condition set
forth in Section 10.05 or set forth in a Board Resolution or indenture supplemental hereto with
respect to the Securities of such series, unless otherwise specified in such Board Resolution or
indenture supplemental hereto, if before or after the time for such compliance the Holders of not
less than a majority in principal amount of the Outstanding Securities of all series affected by
such waiver (voting as one class) shall, by Act of such Securityholders delivered to the Company
and the Trustee (in accordance with Section 1.04 hereof), either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect. Nothing in this
Section 10.06 shall permit the waiver of compliance with any covenant or condition set forth in
such Board Resolution or indenture supplemental hereto which, if in the form of an indenture
supplemental hereto, would not



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be permitted by Section 9.02 without the consent of the Holder of
each Outstanding Security affected thereby.




ARTICLE XI




Redemption of Securities




          Section 11.01 Applicability of Article. The Company may reserve the right to redeem
and pay before Stated Maturity all or any part of the Securities of any series, either by optional
redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in
the form of Security for such series established and approved pursuant to Section 2.02 and on such
terms as are specified in such form or in the Board Resolution or indenture supplemental hereto
with respect to Securities of such series as provided in Section 3.01. Redemption of Securities of
any series shall be made in accordance with the terms of such Securities and, to the extent that
this Article does not conflict with such terms, the succeeding Sections of this Article.
Notwithstanding anything to the contrary in this Indenture, except in the case of redemption
pursuant to a sinking fund, the Trustee shall not make any payment in connection with the
redemption of Securities until the close of business on the Redemption Date.




          Section 11.02 Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities redeemable at the election of the
Company shall be evidenced by, or pursuant to authority granted by, a Board Resolution. In case of
any redemption at the election of the Company of less than all of the Securities of any series, the
Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be reasonably satisfactory to the Trustee), notify the Trustee of such Redemption Date
and of the principal amount of Securities of such series and the Tranche (as defined in
Section 11.03) to be redeemed.




          In the case of any redemption of Securities (i) prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this Indenture, or
(ii) pursuant to an election of the Company which is subject to a condition specified in the terms
of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction or condition.




          Section 11.03 Selection by Trustee of Securities to Be Redeemed. If less than all the
Securities of like tenor and terms of any series (a “Tranche”) are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such Tranche not previously
called for redemption, by such method as the Trustee shall deem fair and appropriate and which may
include provision for the selection for redemption of portions of the principal of Securities of
such Tranche of a denomination larger than the minimum authorized denomination for Securities of
that series. Unless otherwise provided in the terms of a particular series of Securities, the
portions of the principal of Securities so selected for partial redemption shall be equal to the
minimum authorized denomination of the Securities of such series, or an integral multiple thereof,
and the principal amount which remains outstanding shall not be less than the minimum



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authorized
denomination for Securities of such series. If less than all the Securities of unlike tenor and
terms of a series are to be redeemed, the particular Tranche of Securities to be redeemed shall be
selected by the Company.




          The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the principal amount
thereof to be redeemed.




          Securities shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in a written statement signed by an authorized
officer of the Company and delivered to the Trustee at least 45 days prior to the Redemption Date
(unless a shorter period shall be reasonably satisfactory to the Trustee) as being owned of record
and beneficially by, and not pledged or hypothecated by either, (a) the Company or (b) an entity
specifically identified in such written statement as being an Affiliate of the Company.




          For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the principal of such
Security which has been or is to be redeemed.




          Section 11.04 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 15 (unless otherwise provided in the Board
Resolution or indenture supplemental hereto establishing the relevant series) nor more than 45 days
prior to the Redemption Date, to each holder of Securities to be redeemed, at his address appearing
in the Security Register.




          All notices of redemption shall state:





          (1) the Redemption Date;




          (2) the Redemption Price;




          (3) if less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal amounts)
of the Securities to be redeemed;




          (4) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security, and that interest, if any, thereon shall cease to accrue from and after
said date;




          (5) the place where such Securities are to be surrendered for payment of the
Redemption Price, which shall be the office or agency of the Company in the Place of
Payment; and




          (6) that the redemption is on account of a sinking or purchase fund, or other
analogous obligation, if that be the case.



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          Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company; provided that if the Trustee is asked to give such notice it shall be given at least
five Business Days prior notice.




          Section 11.05 Deposit of Redemption Price. On or prior to any Redemption Date and
subject to Section 11.09, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money sufficient to pay the Redemption Price of all the Securities
which are to be redeemed on that date.




          Section 11.06 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed
shall, subject to Section 11.09, on the Redemption Date, become due and payable at the Redemption
Price therein specified and from and after such date (unless the Company shall default in the
payment of the Redemption Price) and such Securities shall cease to bear interest. Upon surrender
of such Securities for redemption in accordance with the notice and subject to Section 11.09, such
Securities shall be paid by the Company at the Redemption Price. Unless otherwise provided with
respect to such Securities pursuant to Section 3.01, installments of interest the Stated Maturity
of which is on or prior to the Redemption Date shall be payable to the Holders of such Securities
registered as such on the relevant Regular Record Dates according to their terms and the provisions
of Section 3.07.




          If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate
borne by the Security, or as otherwise provided in such Security.




          Section 11.07 Securities Redeemed in Part. Any Security which is to be redeemed only
in part shall be surrendered at the office or agency of the Company in the Place of Payment with
respect to that series (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity and of like tenor and
terms, of any authorized denomination as requested by such Holder in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Security so
surrendered.




          Section 11.08 Provisions with Respect to Any Sinking Funds. Unless the form or terms
of any series of Securities shall provide otherwise, in lieu of making all or any part of any
mandatory sinking fund payment with respect to such series of Securities in cash, the Company may
at its option (1) deliver to the Trustee for cancellation any Securities of such series theretofore
acquired by the Company, or (2) receive credit for any Securities of such series (not previously so
credited) acquired by the Company (including by way of optional redemption (pursuant to the sinking
fund



60









 






or otherwise but not by way of mandatory sinking fund redemption), and if it does so then
(i) Securities so delivered or credited shall be credited at the applicable sinking fund Redemption
Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding
each sinking fund Redemption Date with respect to such series of Securities, the Company will
deliver to the Trustee (A) an Officers’ Certificate specifying the portions of such sinking fund
payment to be satisfied by payment of cash and by delivery or credit of Securities of such series
acquired by the Company, and (B) such Securities, to the extent not previously surrendered. Such
Officers’ Certificate shall also state the basis for such credit and that the Securities for which
the Company elects to receive credit have not been previously so
credited and were not acquired by the Company through operation of the mandatory sinking fund,
if any, provided with respect to such Securities and shall also state that no Event of Default with
respect to Securities of such series has occurred and is continuing. All Securities so delivered
to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu
thereof.




          If the sinking fund payment or payments (mandatory or optional) with respect to any series of
Securities made in cash plus any unused balance of any preceding sinking fund payments with respect
to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company
shall so request), unless otherwise provided by the terms of such series of Securities, that cash
shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of
such series next following the date of such payment to the redemption of Securities of such series
at the applicable sinking fund Redemption Price with respect to Securities of such series, together
with accrued interest, if any, to the date fixed for redemption, with the effect provided in
Section 11.06. The Trustee shall select, in the manner provided in Section 11.03, for redemption
on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to
utilize that cash and shall thereupon cause notice of redemption of the Securities of such series
for the sinking fund to be given in the manner provided in Section 11.04 (and with the effect
provided in Section 11.06) for the redemption of Securities in part at the option of the Company.
Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Securities
of such series shall be added to the next cash sinking fund payment with respect to Securities of
such series received by the Trustee and, together with such payment, shall be applied in accordance
with the provisions of this Section 11.08. Any and all sinking fund moneys with respect to
Securities of any series held by the Trustee at the Maturity of Securities of such series, and not
held for the payment or redemption of particular Securities of such series, shall be applied by the
Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to
the payment of the principal of the Securities of such series at Maturity.




          On or before each sinking fund Redemption Date provided with respect to Securities of any
series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if any,
to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date
pursuant to this Section 11.08.




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          Section 11.09 Mandatory Disposition of Securities Pursuant to Gaming Laws.
Notwithstanding any other provision in this Indenture, if any Gaming Authority requires that a
Holder or beneficial owner of the Securities must be licensed, qualified or found suitable under
any applicable Gaming Laws in order to maintain any Gaming License or franchise of the Company or
any of its subsidiaries under any applicable Gaming Laws, and the Holder or beneficial owner fails
to apply for a license, qualification or finding of suitability within 30 days after being
requested to do so by the Gaming Authority (or such lesser period that may be required by such
Gaming Authority) or if such Holder or beneficial owner is denied such license or qualification or
found not to be suitable, the Company shall have the right, at its option, (1) to require such
Holder or beneficial owner to dispose of such Holder’s or beneficial owner’s Securities within 30
days of receipt of such finding by the applicable Gaming Authority (or such earlier date as may be
required by the applicable Gaming Authority) or (2) to call for redemption the Securities of such
Holder or beneficial owner at a redemption price equal to (i) the lesser of (a) 100% of the
principal amount thereof, (b) the price at which such Holder or beneficial owner acquired the
Securities or (c) the fair market value of the Securities as determined in good faith by the Board
of Directors of the Company, together with, in each case, accrued and unpaid interest to the
earlier of the date of redemption or such earlier date as may be required by the Gaming Authority
or the date of the finding of unsuitability by such Gaming Authority, which may be less than 30
days following the notice of redemption, if so ordered by such Gaming Authority or (ii) such other
price as may be ordered by the Gaming Authority. In connection with such redemption, and except as
may be required by a Gaming Authority, the Company shall comply with the procedures contained in
the Securities for the redemption of the Securities. Immediately upon a determination that a
Holder or beneficial owner will not be licensed, qualified or found suitable, the Holder or
beneficial owner will have no further rights (a) to exercise any right conferred by the Securities,
directly or indirectly, through any trustee, nominee or any other Person or (b) to receive any
interest or other distribution or payment with respect to the Securities except the redemption
price of the Securities described in this paragraph; provided, however, such Holder or beneficial
owner may, to the extent permitted by such Gaming Authority, transfer the Securities to any
unaffiliated third party, who shall then be entitled to exercise all rights of a Holder or
beneficial owner under the Securities. Under this Indenture, the Company is not required to pay or
reimburse any Holder of the Securities or beneficial owner who is required to apply for such
license, qualification or finding of suitability for the costs of the licensure or investigation
for such qualification or finding of suitability.




ARTICLE XII




Guarantees




          Section 12.01 Guarantees. (a) The Guarantor, as primary obligor and not merely as
surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities
(including each Holder of Securities issued under the Indenture after the date of this Indenture)
and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of
and interest on the Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations



62









 






of the Company under this Indenture (including
obligations to the Trustee) and the Securities and (ii) the full and punctual performance within
applicable grace periods of all other obligations of the Company under this Indenture and the
Securities.




          (b) The Guarantor further agrees that its obligations hereunder shall be unconditional
irrespective of the absence or existence of any action to enforce the same, the recovery of any
judgment against the Company or any other guarantor (except to the
extent such judgment is paid) or any waiver or amendment of the provisions of this Indenture
or the Securities to the extent that any such action or any similar action would otherwise
constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver
or amendment shall be effective in accordance with its terms).




          (c) The Guarantor further agrees that the Guarantee constitutes a guarantee of payment,
performance and compliance and not merely of collection.




          (d) The Guarantor further agrees to waive presentment to, demand of payment from and protest
to the Company or any other Person, and also waives diligence, notice of acceptance of its
Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims
with a court in the event of merger or bankruptcy of the Company or any other Person and any right
to require a proceeding first against the Company or any other Person. The obligations of the
Guarantor shall not be affected by any failure or policy on the part of the Trustee to exercise any
right or remedy under this Indenture or the Securities of any series.




          (e) The obligation of the Guarantor to make any payment hereunder may be satisfied by causing
the Company or any other Person to make such payment. If any Holder of any Security or the Trustee
is required by any court or otherwise to return to the Company or the Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to any of the Company or the
Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the
Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect.




          (f) The Guarantor also agrees to pay any and all reasonable costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder of Securities in enforcing any of
their respective rights under its Guarantees.




          (g) Any term or provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guarantees shall not exceed the maximum amount that can be guaranteed by
the Guarantor without rendering the Guarantee under this Indenture voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.





63









 








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




	 	 	 	 	 
	 	LAS VEGAS SANDS CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LAS VEGAS SANDS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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