Exhibit 4.1


 


	
   

  	
   

  



 


SCIENTIFIC GAMES CORPORATION


 


as Issuer


 


and


 


THE SUBSIDIARY GUARANTORS PARTY HERETO


 


as Guarantors


 


and


 


THE BANK OF NOVA SCOTIA TRUST COMPANY OF
NEW YORK


 


as Trustee


 


8.125% Senior Subordinated Notes due 2018


 






 


INDENTURE


 


Dated as of September 22, 2010


 






 


	
   

  	
   

  



 

















 


CROSS-REFERENCE
TABLE


 


	
  TIA

  Section

  	
   

  	
  Indenture

  Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.08;
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.08;
  7.10; 13.02

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  13.03

  
	
   

  	
  (c)

  	
   

  	
  13.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06

  
	
   

  	
  (c)

  	
   

  	
  7.06;
  13.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.08;
  4.10; 13.02

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  7.02; 13.04

  
	
   

  	
  (c)(2)

  	
   

  	
  7.02; 13.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  13.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01(b)

  
	
   

  	
  (b)

  	
   

  	
  7.05;
  13.02

  
	
   

  	
  (c)

  	
   

  	
  7.01(a)

  
	
   

  	
  (d)

  	
   

  	
  7.01(c)

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a)(last sentence)

  	
   

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.07

  
	
   

  	
  (c)

  	
   

  	
  9.04

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.04

  
	
  318

  	
  (a)

  	
   

  	
  13.01

  
	
   

  	
  (c)

  	
   

  	
  13.01

  



 


N.A. means Not Applicable.


Note: 
This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  
	
   

  
	
  Definitions and Incorporation
  by Reference

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
  1

  
	
  SECTION 1.02.

  	
  Incorporation
  by Reference of TIA

  	
  26

  
	
  SECTION 1.03.

  	
  Rules of
  Construction

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
   

  
	
  The Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Form and
  Dating

  	
  27

  
	
  SECTION 2.02.

  	
  Execution
  and Authentication

  	
  27

  
	
  SECTION 2.03.

  	
  Registrar
  and Paying Agent

  	
  28

  
	
  SECTION 2.04.

  	
  Paying
  Agent to Hold Assets in Trust

  	
  28

  
	
  SECTION 2.05.

  	
  Securityholder
  Lists

  	
  29

  
	
  SECTION 2.06.

  	
  Transfer
  and Exchange

  	
  29

  
	
  SECTION 2.07.

  	
  Replacement
  Securities

  	
  29

  
	
  SECTION 2.08.

  	
  Outstanding
  Securities

  	
  29

  
	
  SECTION 2.09.

  	
  Treasury
  Securities

  	
  30

  
	
  SECTION 2.10.

  	
  Temporary
  Securities

  	
  30

  
	
  SECTION 2.11.

  	
  Cancellation

  	
  30

  
	
  SECTION 2.12.

  	
  Defaulted
  Interest

  	
  31

  
	
  SECTION 2.13.

  	
  CUSIP
  Number

  	
  31

  
	
  SECTION 2.14.

  	
  Deposit
  of Moneys

  	
  31

  
	
  SECTION 2.15.

  	
  Issuance
  of Additional Securities

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
   

  
	
  Redemption

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Notices
  to Trustee

  	
  32

  
	
  SECTION 3.02.

  	
  Selection
  of Securities to be Redeemed

  	
  32

  
	
  SECTION 3.03.

  	
  Notice
  of Redemption

  	
  33

  
	
  SECTION 3.04.

  	
  Effect
  of Notice of Redemption

  	
  34

  
	
  SECTION 3.05.

  	
  Deposit
  of Redemption Price

  	
  34

  
	
  SECTION 3.06.

  	
  Securities
  Redeemed in Part

  	
  34

  



 


i

















 


	
  ARTICLE 4

  
	
   

  
	
  Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Payment
  of Securities

  	
  34

  
	
  SECTION 4.02.

  	
  Maintenance
  of Office or Agency

  	
  35

  
	
  SECTION 4.03.

  	
  Limitation
  on Restricted Payments

  	
  35

  
	
  SECTION 4.04.

  	
  Limitation
  on Incurrence of Additional Indebtedness and Issuance of Preferred Stock

  	
  39

  
	
  SECTION 4.05.

  	
  Corporate
  Existence

  	
  40

  
	
  SECTION 4.06.

  	
  Payment
  of Taxes and Other Claims

  	
  40

  
	
  SECTION 4.07.

  	
  Maintenance
  of Properties and Insurance

  	
  40

  
	
  SECTION 4.08.

  	
  Compliance
  Certificate; Notice of Default

  	
  41

  
	
  SECTION 4.09.

  	
  Compliance
  with Laws

  	
  41

  
	
  SECTION 4.10.

  	
  Commission
  Reports

  	
  42

  
	
  SECTION 4.11.

  	
  Waiver
  of Stay, Extension or Usury Laws

  	
  42

  
	
  SECTION 4.12.

  	
  Limitations
  on Transactions with Affiliates

  	
  43

  
	
  SECTION 4.13.

  	
  Limitation
  on Dividend and Other Payment Restrictions Affecting Subsidiaries

  	
  44

  
	
  SECTION 4.14.

  	
  Limitation
  on Liens

  	
  46

  
	
  SECTION 4.15.

  	
  Change
  of Control

  	
  46

  
	
  SECTION 4.16.

  	
  Limitation
  on Asset Sales

  	
  48

  
	
  SECTION 4.17.

  	
  [Reserved]

  	
  52

  
	
  SECTION 4.18.

  	
  Limitation
  on Sale and Leaseback Transactions

  	
  52

  
	
  SECTION 4.19.

  	
  Limitation
  of Guarantees by Restricted Subsidiaries

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
   

  
	
  Successor Corporation

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Merger,
  Consolidation and Sale of Assets

  	
  54

  
	
  SECTION 5.02.

  	
  Successor
  Substituted

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
   

  
	
  Default and Remedies

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Events
  of Default

  	
  56

  
	
  SECTION 6.02.

  	
  Acceleration

  	
  57

  
	
  SECTION 6.03.

  	
  Other
  Remedies

  	
  58

  
	
  SECTION 6.04.

  	
  Waiver
  of Past Defaults

  	
  58

  
	
  SECTION 6.05.

  	
  Control
  by Majority

  	
  58

  
	
  SECTION 6.06.

  	
  Limitation
  on Suits

  	
  59

  
	
  SECTION 6.07.

  	
  Rights
  of Holders to Receive Payment

  	
  59

  
	
  SECTION 6.08.

  	
  Collection
  Suit by Trustee

  	
  59

  



 


ii

















 


	
  SECTION 6.09.

  	
  Trustee
  May File Proofs of Claim

  	
  60

  
	
  SECTION 6.10.

  	
  Priorities

  	
  60

  
	
  SECTION 6.11.

  	
  Undertaking
  for Costs

  	
  60

  
	
  SECTION 6.12.

  	
  Restoration
  of Rights and Remedies

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
   

  
	
  Trustee

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Duties
  of Trustee

  	
  61

  
	
  SECTION 7.02.

  	
  Rights
  of Trustee

  	
  62

  
	
  SECTION 7.03.

  	
  Individual
  Rights of Trustee

  	
  63

  
	
  SECTION 7.04.

  	
  Trustee’s
  Disclaimer

  	
  63

  
	
  SECTION 7.05.

  	
  Notice
  of Default

  	
  64

  
	
  SECTION 7.06.

  	
  Reports
  by Trustee to Holders

  	
  64

  
	
  SECTION 7.07.

  	
  Compensation
  and Indemnity

  	
  64

  
	
  SECTION 7.08.

  	
  Replacement
  of Trustee

  	
  65

  
	
  SECTION 7.09.

  	
  Successor
  Trustee by Merger, etc.

  	
  66

  
	
  SECTION 7.10.

  	
  Eligibility;
  Disqualification

  	
  66

  
	
  SECTION 7.11.

  	
  Preferential
  Collection of Claims Against Company

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  
	
   

  	
   

  	
   

  
	
  Discharge of Indenture;
  Defeasance

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Termination
  of the Company’s Obligations

  	
  67

  
	
  SECTION 8.02.

  	
  Legal
  Defeasance and Covenant Defeasance

  	
  67

  
	
  SECTION 8.03.

  	
  Conditions
  to Legal Defeasance or Covenant Defeasance

  	
  69

  
	
  SECTION 8.04.

  	
  Application
  of Trust Money

  	
  70

  
	
  SECTION 8.05.

  	
  Repayment
  to the Company

  	
  70

  
	
  SECTION 8.06.

  	
  Reinstatement

  	
  71

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  
	
   

  
	
  Amendments, Supplements and
  Waivers

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
  Without
  Consent of Holders

  	
  71

  
	
  SECTION 9.02.

  	
  With
  Consent of Holders

  	
  72

  
	
  SECTION 9.03.

  	
  Compliance
  with TIA

  	
  73

  
	
  SECTION 9.04.

  	
  Revocation
  and Effect of Consents

  	
  73

  
	
  SECTION 9.05.

  	
  Notation
  on or Exchange of Securities

  	
  73

  
	
  SECTION 9.06.

  	
  Trustee
  to Sign Amendments, etc.

  	
  73

  



 


iii

















 


	
  ARTICLE 10

  
	
   

  
	
  Subordination of Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
  Securities
  Subordinated to Senior Debt

  	
  74

  
	
  SECTION 10.02.

  	
  No
  Payment on Securities in Certain Circumstances

  	
  74

  
	
  SECTION 10.03.

  	
  Payment
  Over of Proceeds upon Dissolution, etc.

  	
  75

  
	
  SECTION 10.04.

  	
  Subrogation

  	
  76

  
	
  SECTION 10.05.

  	
  Obligations
  of Company Unconditional

  	
  76

  
	
  SECTION 10.06.

  	
  Notice
  to Trustee

  	
  77

  
	
  SECTION 10.07.

  	
  Reliance
  on Judicial Order or Certificate of Liquidating Agent

  	
  78

  
	
  SECTION 10.08.

  	
  Trustee’s
  Relation to Senior Debt

  	
  78

  
	
  SECTION 10.09.

  	
  Subordination
  Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
  Debt

  	
  78

  
	
  SECTION 10.10.

  	
  Securityholders
  Authorize Trustee to Effectuate Subordination of Securities

  	
  78

  
	
  SECTION 10.11.

  	
  This
  Article Not to Prevent Events of Default

  	
  79

  
	
  SECTION 10.12.

  	
  Trustee’s
  Compensation Not Prejudiced

  	
  79

  
	
  SECTION 10.13.

  	
  No
  Waiver of Subordination Provisions

  	
  79

  
	
  SECTION 10.14.

  	
  Subordination
  Provisions Not Applicable to Assets Held in Trust for Securityholders;
  Payments May be Paid Prior to Dissolution

  	
  79

  
	
  SECTION 10.15.

  	
  Acceleration
  of Securities

  	
  79

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  
	
   

  
	
  Guarantee of Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
  Unconditional
  Guarantee

  	
  80

  
	
  SECTION 11.02.

  	
  Limitations
  on Guarantees

  	
  81

  
	
  SECTION 11.03.

  	
  Execution
  and Delivery

  	
  81

  
	
  SECTION 11.04.

  	
  Release
  of a Guarantor

  	
  81

  
	
  SECTION 11.05.

  	
  Waiver
  of Subrogation

  	
  82

  
	
  SECTION 11.06.

  	
  Obligations
  Continuing

  	
  83

  
	
  SECTION 11.07.

  	
  Obligations
  Reinstated

  	
  83

  
	
  SECTION 11.08.

  	
  Waiver

  	
  83

  
	
  SECTION 11.09.

  	
  No
  Obligation to Take Action Against the Company

  	
  83

  
	
  SECTION 11.10.

  	
  Default
  and Enforcement

  	
  83

  
	
  SECTION 11.11.

  	
  Amendment,
  Etc.

  	
  83

  
	
  SECTION 11.12.

  	
  Acknowledgment

  	
  84

  
	
  SECTION 11.13.

  	
  Costs
  and Expenses

  	
  84

  
	
  SECTION 11.14.

  	
  No
  Waiver; Cumulative Remedies

  	
  84

  
	
  SECTION 11.15.

  	
  Successors
  and Assigns

  	
  84

  
	
  SECTION 11.16.

  	
  Contribution

  	
  84

  
	
  SECTION 11.17.

  	
  Future
  Guarantors

  	
  84

  



 


iv

















 


	
  ARTICLE 12

  
	
   

  
	
  Subordination of Guarantee

  
	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
  Guarantee
  Obligations Subordinated to Senior Debt

  	
  84

  
	
  SECTION 12.02.

  	
  No
  Payment on Guarantee in Certain Circumstances

  	
  85

  
	
  SECTION 12.03.

  	
  Payment
  Over of Proceeds upon Dissolution, etc.

  	
  86

  
	
  SECTION 12.04.

  	
  Subrogation

  	
  87

  
	
  SECTION 12.05.

  	
  Obligations
  of Guarantor Unconditional

  	
  87

  
	
  SECTION 12.06.

  	
  Notice
  to Trustee

  	
  88

  
	
  SECTION 12.07.

  	
  Reliance
  on Judicial Order or Certificate of Liquidating Agent

  	
  89

  
	
  SECTION 12.08.

  	
  Trustee’s
  Relation to Senior Debt of Guarantors

  	
  89

  
	
  SECTION 12.09.

  	
  Subordination
  Rights Not Impaired by Acts or Omissions of the Guarantors or Holders of
  their Senior Debt

  	
  89

  
	
  SECTION 12.10.

  	
  Securityholders
  Authorize Trustee to Effectuate Subordination of Guarantees

  	
  89

  
	
  SECTION 12.11.

  	
  This
  Article Not to Prevent Events of Default

  	
  90

  
	
  SECTION 12.12.

  	
  Trustee’s
  Compensation Not Prejudiced

  	
  90

  
	
  SECTION 12.13.

  	
  No
  Waiver of Guarantee Subordination Provisions

  	
  90

  
	
  SECTION 12.14.

  	
  Payments
  May be Paid Prior to Dissolution

  	
  90

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13

  
	
   

  
	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  SECTION 13.01.

  	
  TIA
  Controls

  	
  91

  
	
  SECTION 13.02.

  	
  Notices

  	
  91

  
	
  SECTION 13.03.

  	
  Communications
  by Holders with Other Holders

  	
  92

  
	
  SECTION 13.04.

  	
  Certificate
  and Opinion as to Conditions Precedent

  	
  92

  
	
  SECTION 13.05.

  	
  Statements
  Required in Certificate or Opinion

  	
  92

  
	
  SECTION 13.06.

  	
  Rules by
  Trustee, Paying Agent, Registrar

  	
  93

  
	
  SECTION 13.07.

  	
  Legal
  Holidays

  	
  93

  
	
  SECTION 13.08.

  	
  Governing
  Law

  	
  93

  
	
  SECTION 13.09.

  	
  No
  Adverse Interpretation of Other Agreements

  	
  93

  
	
  SECTION 13.10.

  	
  No
  Recourse Against Others

  	
  93

  
	
  SECTION 13.11.

  	
  Successors

  	
  93

  
	
  SECTION 13.12.

  	
  Duplicate
  Originals

  	
  94

  
	
  SECTION 13.13.

  	
  Severability

  	
  94

  



 


v

















 


	
  APPENDIX
  A

  	
  Provisions
  Relating to Initial Securities, Additional Securities, and Exchange
  Securities

  	
  A-1

  
	
  EXHIBIT 1

  	
  Form of
  Initial Security

  	
  B-1

  
	
  EXHIBIT 2

  	
  Form of
  Exchange Security

  	
  C-1

  



 


Note:  This Table of Contents shall not, for any
purpose, be deemed to be part of this Indenture.


 


vi
















 


INDENTURE, dated as of September 22, 2010,
among Scientific Games Corporation, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto and
The Bank of Nova Scotia Trust Company of New York, as Trustee (the “Trustee”).


 


Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Company’s Initial Securities and
Exchange Securities (each as defined in Appendix A hereto, and
collectively, the “Securities”).


 


ARTICLE 1


 


Definitions
and Incorporation by Reference


 


SECTION 1.01.  Definitions.


 


“2012 Existing Notes” means the Company’s 6.25% Senior
Subordinated Notes due 2012, issued on December 23, 2004.


 


“Acquired Indebtedness” means Indebtedness of a Person or any
of its Restricted Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary of the Company or at the time it merges or consolidates
with the Company or any of its Subsidiaries or is assumed in connection with
the acquisition of assets from such Person and not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.


 


“Additional
Securities” means Securities issued under this Indenture after the
Issue Date and in compliance with Sections 2.15 and 4.04, it being understood
that any Securities issued in exchange for or replacement of any Initial
Security issued on the Issue Date shall not be an Additional Security,
including any such Securities issued pursuant to a Registration Rights
Agreement.


 


“Affiliate” means, with respect to any Person, any Person who
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such Person; provided, however,
that with respect to the Company the term Affiliate shall not include the
Company or any Subsidiary of the Company so long as no Affiliate of the Company
has any direct or indirect interest therein, except through the Company or its
Subsidiaries. The term “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.


 


“Affiliate Transaction” has the meaning set forth in
Section 4.12.


 


“Agent” means the Registrar or any Paying Agent.


 


“Asset Acquisition” means


 


(a) an Investment by the Company or any Restricted Subsidiary of
the Company in any other Person pursuant to which such Person becomes a
Restricted 


 

















 


Subsidiary
of the Company or any Restricted Subsidiary of the Company, or is merged with
or into the Company or any Restricted Subsidiary of the Company; or


 


(b) the acquisition by the Company or any Restricted Subsidiary of
the Company of the assets of any Person which constitute all or substantially
all of the assets of such Person, any division or line of business of such
Person or any other properties or assets of such Person other than in the ordinary
course of business.


 


“Asset Sale” means any direct or indirect sale, conveyance,
transfer, lease (other than operating leases entered into in the ordinary
course of business), assignment or other transfer for value by the Company or
any of its Restricted Subsidiaries, including any Sale and Leaseback
Transaction that does not give rise to a Capitalized Lease Obligation, to any
Person other than the Company or a Restricted Subsidiary of the Company of


 


(a) any Capital Stock of any Restricted Subsidiary of the Company;
or


 


(b) any other property or assets, other than cash or Cash
Equivalents, of the Company or any Restricted Subsidiary of the Company other
than in the ordinary course of business;


 


provided, however,
that Asset Sales will not include


 


(1) a transaction or
series of related transactions for which the Company or its Restricted
Subsidiaries receive aggregate consideration, exclusive of indemnities, of less
than $20.0 million;


 


(2) the sale of
accounts receivable;


 


(3) the sale, lease,
conveyance, disposition or other transfer of assets in the ordinary course of
business;


 


(4) the sale, lease,
conveyance, disposition or other transfer of all or substantially all of the
assets of the Company and its Restricted Subsidiaries or any Guarantor as permitted
under Section 5.01;


 


(5) sales, transfers or
other dispositions of assets resulting from the creation, incurrence or
assumption of (but not any foreclosure with respect to) any Lien not prohibited
by Section 4.14;


 


(6) sales, transfers or
other dispositions of assets in a transaction constituting a Permitted
Investment or a Restricted Payment permitted by Section 4.03; and


 


(7) the grant of
licenses to third parties in respect of intellectual property in the ordinary
course of business of the Company or any of its Restricted Subsidiaries.


 


“Attributable Debt” in respect of a Sale and Leaseback
Transaction consummated subsequent to the Issue Date means, at the time of
determination, the present value, discounted at the rate of interest implicit
in such transaction, determined in accordance 


 


2

















 


with
GAAP, of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction,
including any period for which such lease has been extended or may, at the
option of the lessor, be extended.


 


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


 


“Board of Directors” means, as to any Person, the board of
directors of such Person (or in the case of a limited liability company, the
managing member or members of any controlling committee or the managing members
or board of directors thereof, or in the case of a partnership, the board of
directors of the general partner of the partnership) or any duly authorized
committee thereof.


 


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


 


“Business Day” means any day other than a Saturday, Sunday or
any other day on which banking institutions in The City of New York or the city
in which the Corporate Trust Office is located are required or authorized by
law or other governmental action to be closed.


 


“Capital Stock” means (1) with respect to any Person
that is a corporation, any and all shares, interests, participations or other
equivalents, however designated, of corporate stock, including each class of
common stock and Preferred Stock of such Person and (2) with respect to
any Person that is not a corporation, any and all partnership or other equity
interests of such other Person.


 


“Capitalized Lease Obligations” means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.


 


“Cash Equivalents” means


 


(1) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States of America or issued by any agency thereof and
backed by the full faith and credit of the United States, in each case maturing
within one year from the date of acquisition thereof;


 


(2) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either S&P or Moody’s;


 


3

















 


(3) commercial paper maturing no more than one year from the date
of creation thereof and, at the time of acquisition, having a rating of at
least A-1 from S&P or at least P-1 from Moody’s;


 


(4) certificates of deposit or bankers’ acceptances (or, with
respect to foreign banks, similar instruments) maturing within one year from
the date of acquisition thereof issued by any bank organized under the laws of
the United States of America or any state thereof or the District of Columbia
or any U.S. branch of a foreign bank having at the date of acquisition thereof
combined capital and surplus of not less than $250.0 million;


 


(5) repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clause (1) above
entered into with any bank meeting the qualifications specified in clause (4) above;
and


 


(6) investments in money market funds which invest substantially
all their assets in securities of the types described in clauses (1) through
(5) above.


 


“Change of Control” means the occurrence of one or more of
the following events:


 


(1) any sale, lease, exchange or other transfer, in one
transaction or a series of related transactions, of all or substantially all of
the assets of the Company to any Person or group of related Persons for
purposes of Section 13(d) of the Exchange Act (a “Group”) (whether or not otherwise in compliance with the
provisions of this Indenture);


 


(2) the approval by the holders of Capital Stock of the Company of
any plan for the liquidation or dissolution of the Company (whether or not
otherwise in compliance with the provisions of this Indenture);


 


(3) any Person or Group shall become the owner, directly or
indirectly, beneficially, of shares representing more than 50% of the aggregate
voting power represented by the issued and outstanding Capital Stock of the
Company entitled under ordinary circumstances to elect a majority of the
directors of the Company; or


 


(4) the replacement of a majority of the Board of Directors of the
Company over a two-year period from the directors who constituted the Board of
Directors at the beginning of such period (other than individuals designated to
serve from time to time on the Board of Directors of the Company pursuant to
the Stockholders’ Agreement, dated as of September 6, 2000, as amended or
supplemented as of the Issue Date, among the Company and certain of its
stockholders), and such replacement shall not have been approved by a vote of
at least a majority of the Board of Directors then still in office who either
were members of the Board of Directors at the beginning of such period or whose
election as a member of the Board of Directors was previously so approved;


 


4

















 


provided, however,
that Change of Control will not include the sale, lease, exchange or other
transfer of all or substantially all of the assets of the Company to a
Guarantor.


 


“Change of Control Offer” has the meaning set forth in
Section 4.15(c).


 


“Change of Control Payment Date” has the meaning set forth in
Section 4.15(c).


 


“Commission” means the Securities and Exchange Commission, or
any successor agency thereto with respect to the regulation or registration of
securities.


 


“Company” means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture.


 


“Consolidated EBITDA” means, with respect to any Person, for
any period, the sum (without duplication) of


 


(1) Consolidated Net Income;


 


(2) to the extent Consolidated Net Income has been reduced
thereby, all losses from Asset Sales or abandonments or reserves relating
thereto, all items classified as extraordinary losses and all income taxes of
such Person and its Restricted Subsidiaries paid or accrued in accordance with
GAAP for such period (other than income taxes attributable to extraordinary
gains or losses);


 


(3) Consolidated Interest Expense;


 


(4) Consolidated Non-Cash Charges;


 


(5) the amount of any charge or expense deducted in such period in
computing Consolidated Net Income in connection with any proposed, attempted,
pending, abandoned or completed restructuring, acquisition, Investment,
Asset Sale, incurrence of Indebtedness, issuance of Equity Interests or closing
or consolidation of facilities, divisions or operations; provided that
the aggregate amount of all such amounts added pursuant to this clause (5) shall
not exceed $15.0 million in any fiscal year; and


 


(6)           the amount of any
realized net loss (and less the amount of any relaized net gain) resulting from
Hedging Obligations and the application of Statement of Financial Accounting
Standards No. 133.


 


“Consolidated Fixed Charge Coverage Ratio” means, with
respect to any Person, the ratio of Consolidated EBITDA of such Person during
the most recent four full fiscal quarters (the “Four Quarter
Period”) ending on or prior to the date of the transaction giving
rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the
“Transaction Date”) for which internal
financial statements are available to Consolidated Fixed Charges of such Person
for the Four Quarter Period. In addition to and without limitation of the
foregoing, for purposes of this definition, “Consolidated EBITDA” and 


 


5

















 


“Consolidated
Fixed Charges” will be calculated after giving effect on a pro forma
basis for the period of such calculation to


 


(1) the incurrence or repayment of any Indebtedness or issuance or
redemption of Preferred Stock of such Person or any of its Restricted
Subsidiaries (and the application of the proceeds thereof) giving rise to the
need to make such calculation and any incurrence or repayment of other
Indebtedness or issuance or redemption of Preferred Stock (and the application
of the proceeds thereof) occurring during the Four Quarter Period or at any
time subsequent to the last day of the Four Quarter Period and on or prior to
the Transaction Date (other than the incurrence or repayment of Indebtedness in
the ordinary course of business for working capital purposes pursuant to
working capital facilities), as if such incurrence or repayment or issuance or
redemption, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the Four Quarter Period; and


 


(2) any asset dispositions (including any Asset Sales), Asset
Acquisitions or mergers (including, without limitation, any Asset Acquisition
giving rise to the need to make such calculation as a result of such Person or
one of its Restricted Subsidiaries (including any Person who becomes a
Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming
or otherwise being liable for Acquired Indebtedness and also including any
Consolidated EBITDA (including any pro forma
expense and cost reductions calculated in good faith by a responsible officer
of the Company as set forth in an Officer’s Certificate; provided  that such pro forma
expense and cost reductions have been realized or are reasonably anticipated to
be realizable within 12 months of such asset disposition (including any Asset
Sale), Asset Acquisition or merger) attributable to the assets that are the
subject of such asset disposition (including any Asset Sale), Asset Acquisition
or merger during the Four Quarter Period)) occurring during the Four Quarter
Period or at any time subsequent to the last day of the Four Quarter Period and
on or prior to the Transaction Date, as if such asset disposition (including
any Asset Sale), Asset Acquisition or merger (including the incurrence,
assumption or liability for any such Indebtedness or Acquired Indebtedness)
occurred on the first day of the Four Quarter Period.


 


If
such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence will give
effect to the incurrence of such guaranteed Indebtedness as if such Person or
any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness. Furthermore, in calculating “Consolidated
Fixed Charges” for purposes of determining the denominator (but not the
numerator) of this “Consolidated Fixed Charge Coverage Ratio”,


 


(1) interest on outstanding Indebtedness determined on a
fluctuating basis as of the Transaction Date and which will continue to be so
determined thereafter will be deemed to have accrued at a fixed rate per annum
equal to the rate of interest on such Indebtedness in effect on the Transaction
Date;


 


6

















 


(2) if interest on any Indebtedness actually incurred on the
Transaction Date may optionally be determined at an interest rate based upon a
factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rates, then the interest rate in effect on the Transaction Date will be
deemed to have been in effect during the Four Quarter Period; and


 


(3) notwithstanding clause (1) above, interest on
Indebtedness determined on a fluctuating basis, to the extent such interest is
covered by agreements relating to Interest Swap Obligations, will be deemed to
accrue at the rate per annum resulting after giving effect to the operation of
such agreements.


 


“Consolidated Fixed Charges” means, with respect to any
Person for any period, the sum, without duplication, of


 


(1) Consolidated Interest Expense; plus


 


(2) the product of


 


(x) the amount of all dividend payments on any
series of Preferred Stock of such Person (other than dividends paid in
Qualified Capital Stock) paid, accrued or scheduled to be paid or accrued
during such period times; and


 


(y) a fraction, the numerator of which is one
and the denominator of which is one minus the then current effective
consolidated federal, state and local tax rate of such Person expressed as a
decimal.


 


“Consolidated Interest Expense” means, with respect to any
Person for any period, the sum of, without duplication,


 


(1) the aggregate of all cash and non-cash interest expense with
respect to all outstanding Indebtedness of such Person and its Restricted
Subsidiaries, including the net costs associated with Interest Swap
Obligations, capitalized interest, and imputed interest with respect to
Attributable Debt (but excluding (a) the write-off of deferred financing
costs and (b) the amortization of deferred financing charges), for such
period determined on a consolidated basis in accordance with GAAP; and


 


(2) the interest component of Capitalized Lease Obligations paid,
accrued and/or scheduled to be paid or accrued by such Person and its
Restricted Subsidiaries during such period as determined on a consolidated
basis in accordance with GAAP.


 


“Consolidated Net Income” means, with respect to any Person
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided, however, that there shall be
excluded therefrom


 


(a) after tax gains or losses from Asset Sales (without regard to
the $20.0 million threshold in clause (1) of the definition of Asset
Sales) or abandonments or reserves relating thereto;


 


7

















 


(b) items classified as extraordinary gains or losses, and the
related tax effects according to GAAP;


 


(c) the net income (or loss) of any Person acquired in a pooling
of interests (including any common control acquisition) accrued prior to the
date it becomes a Subsidiary of such first Person or is merged or consolidated
with it or any Subsidiary;


 


(d) the net income of any Restricted Subsidiary to the extent that
the declaration of dividends or similar distributions by that Subsidiary of
that income is restricted by contract, operation of law or otherwise;


 


(e) the net loss of any Person, other than a Restricted Subsidiary
of the Company;


 


(f) the net income of any Person, other than a Restricted
Subsidiary, in which such Person has an interest, except to the extent of cash
dividends or distributions paid to such Person or a Restricted Subsidiary of
such Person;


 


(g) gains from retirement of debt;


 


(h) amounts attributable to dividends paid in respect of Qualified
Capital Stock to the extent such dividends are paid in shares of Qualified
Capital Stock;


 


(i) any increase in amortization or depreciation or other noncash
charges (including, without limitation, any non-cash fair value adjustment of
inventory) resulting from the application of purchase accounting in relation to
any acquisition, net of taxes;


 


(j) any net after-tax impairment charge or asset write-off, in
each case pursuant to GAAP, and the amortization of intangibles arising
pursuant to GAAP;


 


(k) any non-cash cost related to the termination of any employee
pension benefit plan, together with any related provision for taxes on any such
termination (or the tax effect of any such termination);


 


(l) any deferred financing costs amortized or written off, and
premiums and prepayment penalties and other related fee or reserve paid in
connection with the Transactions or any acquisition, disposition, financing,
refinancing or repayment that is consummated after the Issue Date;


 


(m) any charges resulting from the application of Statement of
Financial Accounting Standards No. 142 ‘‘Goodwill and Other Intangible
Assets’’, No. 144 ‘‘Accounting for the Impairment or Disposal of
Long-Lived Assets’’ or No. 150 ‘‘Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity’’; and


 


(n) the amount of any net loss (and less the amount of any net
gain) resulting from the application of Statement of Financial Accounting
Standards No. 133.


 


8

















 


“Consolidated Non-Cash Charges” means, with respect to any
Person for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges constituting an extraordinary item or loss or any such charge
which requires an accrual of or a reserve for cash charges for any future
period).


 


“Corporate Trust Office” means the principal office of the
Trustee where it conducts its corporate trust administrative functions, which
office is currently located at 1 Liberty Plaza, New York, NY 10006, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company.


 


“Covenant Defeasance” has the meaning set forth in
Section 8.02(c).


 


“Credit Agreement” means the Amendment and Restatement
Agreement, dated as of February 12, 2010, as amended as of the Issue Date,
among SGI, as borrower, the Company, as guarantor, the several lenders from
time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent, including all related notes, collateral documents and guarantees, in
each case as such agreement may be amended (including any amendment and
restatement thereof), supplemented or otherwise modified from time to time,
including any agreement extending the maturity of, increasing the total
commitment under, refinancing, replacing or otherwise restructuring (including
adding Subsidiaries of the Company as additional borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any
successor or replacement agreement and whether by the same or any other agent,
lender or group of lenders.


 


“Currency Agreement” means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect the Company or any Restricted Subsidiary against fluctuations in
currency values.


 


“Custodian” means any receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.


 


“Default” means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an
Event of Default.


 


“Designated Non-Cash Consideration” means the fair market
value of non-cash consideration received by the Company or one of its
Restricted Subsidiaries in connection with an Asset Sale that is so designated
as Designated Non-Cash Consideration pursuant to an Officers’ Certificate of
the Company executed by the principal executive officer and the principal
financial officer of the Company or such Restricted Subsidiary.


 


“Designated Senior Debt” means (1) any Senior Debt
outstanding under the Credit Agreement and (2) any other Senior Debt
permitted under this Indenture the principal amount of which is $25.0 million
or more and that has been designated by the Company as Designated Senior Debt
in the instrument creating such Indebtedness.


 


9
















 


“Disqualified Capital Stock” means any Capital Stock which,
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any event (other than
an event which would constitute a Change of Control), matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the sole option of the holder thereof (except, in each case,
upon the occurrence of a Change of Control), in whole or in part, on or prior
to the Final Maturity Date.


 


“Equity Offering” means any private or public offering of
Qualified Capital Stock of the Company.


 


“Event of Default” has the meaning set forth in
Section 6.01.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.


 


“Existing Notes” means the 2012 Existing Notes and SGI’s
7.875% Senior Subordinated Notes due 2016 issued in June 2008 and 9.25%
Senior Subordinated Notes due 2019 issued in May 2009 and October 2009.


 


“fair market value” or “fair value”
means, with respect to any asset or property, the price which could be
negotiated in an arm’s-length free market transaction, for cash, between a
willing seller and a willing buyer, neither of whom is under pressure or
compulsion to complete the transaction. Fair market value shall be determined
by the Board of Directors of the Company acting reasonably and in good faith
and will be evidenced by a Board Resolution delivered to the Trustee.


 


“Final Maturity Date” means September 15, 2018.


 


“Foreign Subsidiary” means any Restricted Subsidiary of the
Company that is not organized under the laws of the United States of America or
any State thereof or the District of Columbia.


 


“Funding Guarantor” has the meaning set forth in Section 11.16.


 


“GAAP” is defined to mean generally accepted accounting
principles in the United States of America as in effect as of December 23,
2004, including, without limitation, those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession.


 


“Gaming Authority” means any government, court, or federal,
state, local, international or foreign governmental, administrative or
regulatory or licensing body, agency, authority or official, which regulates or
has authority over, including to issue or grant a license, contract, franchise
or regulatory approval with respect to, any form of gaming activities (or
proposed gaming activities) and related activities conducted by the Company or 


 


10

















 


any
of its Affiliates, including, without limitation, lottery, pari-mutuel
wagering, sports wagering and video gaming activities.


 


“Guarantee” has the meaning set forth in Section 11.01.


 


“Guarantor” means (i) each of SGI, Autotote Enterprises, Inc.,
Scientific Games Products, Inc., Scientific Games SA, Inc., MDI
Entertainment, LLC, Scientific Games Racing, LLC, Trackplay LLC, SG Racing, Inc.
and Autotote Gaming, Inc. and (ii) each of the Company’s Restricted
Subsidiaries that in the future executes a supplemental indenture pursuant to Section 11.17
in which such Restricted Subsidiary agrees to be bound by the terms of this
Indenture as a Guarantor; provided that any Person constituting a
Guarantor as described above shall cease to constitute a Guarantor when its
respective Guarantee is released in accordance with the terms of this
Indenture.


 


“Guarantor Payment Blockage Notice” has the meaning set forth
in Section 12.02.


 


“Guarantor Payment Blockage Period” has the meaning set forth
in Section 12.02.


 


“Hedging Obligations” of any Person means the Interest Swap
Obligations and obligations pursuant to any Currency Agreement of such Person.


 


“Holder” or “Securityholder”
means the Person in whose name a Security is registered on the Registrar’s
books.


 


“Immaterial Subsidiary” means, as of any date, any Restricted
Subsidiary whose total assets, as of the most recent date for which an internal
balance sheet is available, are less than $1.0 million and whose total revenues
for the most recent fiscal year for which internal financial statements are
then available do not exceed $250,000; provided, that all Immaterial
Subsidiaries, in the aggregate, shall have total assets as of the end of the
most recent fiscal year for which internal financial statements are then
available not to exceed $2.5 million and total revenues as of the end of the
most recent fiscal year for which internal financial statements are then
available not to exceed $750,000.


 


“Incur” or “incur” means,
with respect to any Indebtedness, to, directly or indirectly, create, incur,
assume, guarantee, acquire, become liable, contingently or otherwise with
respect to, or otherwise become responsible for payment of such Indebtedness.


 


“Indebtedness” means with respect to any Person, without
duplication,


 


(1) the principal amount of all obligations of such Person for
borrowed money;


 


(2) the principal amount of all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments;


 


(3) all Capitalized Lease Obligations of such Person;


 


11

















 


(4) all obligations of such Person to pay the deferred purchase
price of property, all conditional sale obligations and all obligations under
any title retention agreement (but excluding accounts payable and other current
liabilities arising in the ordinary course of business);


 


(5) all obligations of such Person for the reimbursement of any
obligor on any letter of credit or banker’s acceptance;


 


(6) guarantees and other contingent obligations of such Person in
respect of Indebtedness referred to in clauses (1) through (5) above
and clause (8) below;


 


(7) all Indebtedness of any other Person of the type referred to
in clauses (1) through (6) above which is secured by any Lien on any
property or asset of such Person, the amount of such obligation being deemed to
be the lesser of the fair market value at such date of any asset subject to any
Lien securing the Indebtedness of others and the amount of the Indebtedness
secured;


 


(8) all obligations under Currency Agreements and Interest Swap
Obligations of such Person; and


 


(9) all Disqualified Capital Stock issued by such Person with the
amount of Indebtedness represented by such Disqualified Capital Stock being
equal to the greater of its voluntary or involuntary liquidation preference and
its maximum fixed repurchase price, but excluding accrued dividends, if any.


 


For
purposes hereof, (1) the “maximum fixed repurchase price” of any
Disqualified Capital Stock which does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Disqualified Capital Stock
as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness is required to be determined pursuant to this Indenture, and if
such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value will be determined
reasonably and in good faith by the Board of Directors of the Company of such
Disqualified Capital Stock, and (2) accrual of interest or Preferred Stock
dividends, accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Capital Stock or
Preferred Stock in the form of additional shares of the same class of
Disqualified Capital Stock or Preferred Stock will not be deemed to be an
incurrence of Indebtedness or an issuance of Disqualified Capital Stock or
Preferred Stock for purposes of Section 4.04. The amount of Indebtedness
of any Person at any date will be the amount of all unconditional obligations
described above, as such amount would be reflected on a balance sheet prepared
in accordance with GAAP, and the maximum liability at such date of such Person
for any contingent obligations described above.


 


“Indenture” means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.


 


“Interest Payment Date” means the stated due date of an
installment of interest on the Securities.


 


12

















 


“Interest Swap Obligations” means the obligations of any
Person, pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest
on a stated notional amount in exchange for periodic payments made by such
other Person calculated by applying a fixed or a floating rate of interest on
the same notional amount.


 


“Investment” means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. “Investment” shall exclude extensions of trade credit by
the Company and its Subsidiaries on commercially reasonable terms. For the
purposes of Section 4.03 and the definition of “Permitted Investments,”


 


(1) “Investment” will include and be valued at the fair market
value of the net assets of any Restricted Subsidiary at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary; and


 


(2) the amount of any Investment will be the original cost of such
Investment plus the cost of all additional Investments by the Company or any of
its Restricted Subsidiaries, without any adjustments for increases or decreases
in value, or write-ups, write-downs or write-offs with respect to such
Investment, reduced by the payment of dividends or distributions (including tax
sharing payments) in connection with such Investment or any other amounts
received in respect of such Investment.


 


If
the Company or any Restricted Subsidiary sells or otherwise disposes of any
Capital Stock of any Restricted Subsidiary such that, after giving effect to
any such sale or disposition, such Person is no longer a Restricted Subsidiary,
the Company will be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Capital Stock of such
Subsidiary not sold or disposed.


 


“Issue Date” means September 22, 2010.


 


“Italian Concession” means any concession awarded to, or
agreement entered into by, SGI, the Company, any subsidiary of the Company or
any Italian Concession Vehicle by or with the Amministrazione Autonoma dei
Monopoli di Stato (or other applicable Italian governmental authority), whether
such concession or agreement is now existing or hereafter arising and any
renewals of such concession or agreement, with respect to the public games
known as national lotteries in Italy (whether now existing or hereafter
arising), together with any procedures, activities, functions or requirements
in connection therewith (or any amendment or supplement to any such concession,
agreement, procedures, activities, functions or requirements).


 


“Italian Concession Obligations” means any payments, costs,
contributions or obligations made or incurred by any of SGI, the Company or any
subsidiary of the 


 


13

















 


Company
(whether directly, or indirectly to or through any Italian Concession Vehicle
or any of its equity holders or members) in the form of (and including any
costs to obtain, or credits or discounts associated with) (a) tender fees,
up-front fees, bid or performance bonds, guarantees, reimbursement obligations
or similar arrangements, capital requirements or contributions or similar
payments or obligations in respect of any award, renewal or extension of any
Italian Concession or the formation of or entry into or capitalization of any
Italian Concession Vehicle, (b) other payments, costs, contributions or
obligations (including any credits or discounts) in connection with obtaining,
renewing or extending any Italian Concession, or the formation of or entry into
or capitalization of any Italian Concession Vehicle, that are incurred or
agreed to in lieu of payments, costs, contributions or obligations described in
clause (a) above or (c) commissions, payments or other consideration
(including any credits or discounts) paid or given to any Italian Concession
Vehicle or any of its equity holders or members in connection with the direct
or indirect provision by SGI, the Company or any subsidiary of the Company of
goods or services to any consortium, joint venture or other Person that is
awarded any concession by, or has an agreement with, the Amministrazione
Autonoma dei Monopoli di Stato (or other applicable Italian governmental
authority) (whether existing on the date of this Indenture or thereafter
arising and any renewals thereof) with respect to the public games known as
national lotteries in Italy (whether on the date of this Indenture existing or
thereafter arising) other than an Italian Concession.


 


“Italian Concession Vehicle” means any consortium, joint
venture or other Person entered into by SGI, the Company or any subsidiary of
the Company or in which SGI, the Company or any subsidiary of the Company
directly or indirectly participates or has an interest or a contractual
relationship, which consortium, joint venture or other Person holds or is party
to an Italian Concession.


 


“Joint Venture” means any Person (other than a Subsidiary of
the Company) engaged in a Related Business with respect to which at least 15%
of such Person’s outstanding Capital Stock is owned directly or indirectly by
the Company.


 


“Legal Defeasance” has the meaning set forth in
Section 8.02(b).


 


“Lien” means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and
any agreement to give any security interest).


 


“Moody’s” means Moody’s Investor Service, Inc. and its
successors.


 


“Net Cash Proceeds” means, with respect to any Asset Sale,
the proceeds in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash or
Cash Equivalents (other than the portion of any such deferred payment
constituting interest) received by the Company or any of its Restricted
Subsidiaries from such Asset Sale net of


 


14

















 


(a) all out-of-pocket expenses and fees relating to such Asset
Sale (including, without limitation, legal, accounting and investment banking
fees and sales commissions);


 


(b) taxes paid or payable after taking into account any reduction
in consolidated tax liability due to available tax credits or deductions and
any tax sharing arrangements;


 


(c) the amounts of


 


(x) any repayments of debt secured, directly or
indirectly, by Liens on the assets that are the subject of such Asset Sale; and


 


(y) any repayments of debt associated with such
assets that is due by reason of such Asset Sale (i.e., such disposition is
permitted by the terms of the instruments evidencing or applicable to such
debt, or by the terms of a consent granted thereunder, on the condition the
proceeds (or portion thereof) of such disposition be applied to such debt), and
other fees, expenses and other expenditures, in each case, reasonably incurred
as a consequence of such repayment of debt (whether or not such fees, expenses
or expenditures are then due and payable or made, as the case may be);


 


(d) any portion of cash proceeds which the Company determines in
good faith should be reserved for post-closing adjustments, it being understood
and agreed that on the day that all such post-closing adjustments have been
determined, the amount (if any) by which the reserved amount in respect of such
Asset Sale exceeds the actual post-closing adjustments payable by the Company
or any of its Restricted Subsidiaries will constitute Net Cash Proceeds on such
date;


 


(e) all amounts deemed appropriate by the Company (as evidenced by
a signed certificate of the principal financial officer of the Company
delivered to the Trustee) to be provided as a reserve, in accordance with GAAP
(“GAAP Reserves”), against any
liabilities associated with such assets which are the subject of such Asset
Sale;


 


(f) all foreign, federal, state and local taxes payable (including
taxes reasonably estimated to be payable) in connection with or as a result of
such Asset Sale; and


 


(g) with respect to Asset Sales by Restricted Subsidiaries of the
Company, the portion of such cash payments attributable to Persons holding a
minority interest in such Restricted Subsidiary.


 


Notwithstanding
the foregoing, Net Cash Proceeds will not include proceeds received in a
foreign jurisdiction from an Asset Sale of an asset located outside the United
States to the extent (and only to the extent)


 


15

















 


(1) such proceeds cannot under applicable law be transferred to
the United States; or


 


(2) such transfer would result (in the good faith determination of
the Board of Directors of the Company set forth in a Board Resolution) in an
aggregate tax liability that would be materially greater than if such Asset
Sale occurred in the United States;


 


provided that if, as,
and to the extent that any of such proceeds may lawfully be in the case of
clause (1) or are in the case of clause (2) transferred to the United
States, such proceeds shall be deemed to be cash payments that are subject to
the terms of this definition of Net Cash Proceeds.


 


“Net Proceeds Offer” has the meaning set forth in
Section 4.16.


 


“Net Proceeds Offer Amount” has the meaning set forth in
Section 4.16.


 


“Net Proceeds Offer Payment Date” has the meaning set forth
in Section 4.16.


 


“Net Proceeds Offer Trigger Date” has the meaning set forth
in Section 4.16.


 


“Obligations” means, with respect to any Indebtedness, all
principal, interest, premiums, penalties, fees, indemnities, expenses
(including legal fees and expenses), reimbursement obligations and other
liabilities payable to the holder of such Indebtedness under the documentation
governing such Indebtedness.


 


“Offering Memorandum” means the final offering memorandum
relating to the Initial Securities, dated September 8, 2010.


 


“Officer” means, with respect to any Person, the Chairman of
the Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, the Controller, the
Treasurer, the Secretary or any Assistant Vice President or Assistant Secretary
of such Person.


 


“Officers’ Certificate” of any Person means a certificate
signed by any Officer of such Person.


 


“Opinion of Counsel” means a written opinion from legal
counsel, which counsel may be counsel to or an employee of the Company or
counsel to the Trustee.


 


“Pari Passu Indebtedness” means any Indebtedness of the
Company or a Guarantor of the Securities ranking pari passu
with the Securities or a Guarantee of the Securities, as the case may be, that
the obligor thereon is required to offer to repurchase or repay on a permanent
basis in connection with an Asset Sale.


 


“Paying Agent” has the meaning set forth in Section 2.03.


 


16

















 


“Payment Blockage Notice” has the meaning set forth in
Section 10.02.


 


“Payment Blockage Period” has the meaning set forth in
Section 10.02.


 


“Permitted Convertible Notes Offering” means any offering by
the Company or any of the Guarantors after the Issue Date of unsecured
convertible notes; provided that such notes are permitted to be issued
under Section 4.04.


 


“Permitted Indebtedness” means, without duplication,


 


(1) the Securities (other than Additional Securities) and the
Guarantees thereof;


 


(2) Indebtedness incurred pursuant to the Credit Agreement in an
aggregate principal amount at any time outstanding not to exceed $865.4
million;


 


(3) Indebtedness (other than Indebtedness contemplated by clause (1) or
(2) of this definition) of the Company and its Subsidiaries outstanding on
the Issue Date;


 


(4) Interest Swap Obligations of the Company or any of its
Subsidiaries covering Indebtedness of the Company or any of its Subsidiaries; provided,
however, that any Indebtedness to which any such Interest Swap
Obligations correspond is otherwise permitted to be incurred under this
Indenture; provided, further, that such Interest Swap Obligations
are entered into, in the judgment of the Company, to protect the Company or any
of its Subsidiaries from fluctuation in interest rates on their respective outstanding
Indebtedness;


 


(5) Indebtedness under Currency Agreements;


 


(6) intercompany Indebtedness owed by the Company to any
Restricted Subsidiary of the Company or by any Restricted Subsidiary of the
Company to the Company or any other Restricted Subsidiary of the Company for so
long as such Indebtedness is held by the Company or a Restricted Subsidiary of
the Company, in each case, subject to no Lien held by a Person other than the
Company or a Restricted Subsidiary of the Company; provided, however,
that if as of any date any Person other than the Company or a Restricted
Subsidiary of the Company owns or holds any such Indebtedness or holds a Lien
in respect of such Indebtedness, such date will be deemed the date of
incurrence of Indebtedness not constituting Permitted Indebtedness by the
issuer of such Indebtedness under this clause (6);


 


(7) Acquired Indebtedness to the extent the Company could have
incurred such Indebtedness in accordance with Section 4.04 on the date
such Indebtedness became Acquired Indebtedness;


 


(8) (A) (x) guarantees by Restricted Subsidiaries
pursuant to Section 4.19 or (y) guarantees by Restricted Subsidiaries
of Indebtedness of other Restricted Subsidiaries to the extent that such
Indebtedness is otherwise permitted under this Indenture and (B) guarantees
by the Company of the Company’s Wholly Owned 


 


17

















 


Restricted
Subsidiaries’ Indebtedness; provided that such Indebtedness is permitted
to be incurred under this Indenture;


 


(9) Indebtedness incurred by the Company or any Restricted
Subsidiary in connection with the purchase or improvement of property (real or
personal) or equipment or other capital expenditures in the ordinary course of
business, in an aggregate amount (including refinancing Indebtedness in respect
thereof) not to exceed $50.0 million in any fiscal year;


 


(10) Indebtedness of the Company or any Restricted Subsidiary
evidenced by Capitalized Lease Obligations which, when taken together with all
other Indebtedness Incurred pursuant to this clause (10) and outstanding
on the date of such incurrence, does not exceed $25.0 million;


 


(11) guarantees, letters of credit and indemnity agreements relating to
performance and surety bonds incurred in the ordinary course of business;


 


(12) any refinancing, modification, replacement, renewal, restatement,
refunding, deferral, extension, substitution, supplement, reissuance or resale
of existing or future Indebtedness incurred in accordance with Section 4.04
(other than pursuant to clause (2), (6), (9), (10), (11), (13), (14), (15),
(16), (17) or (18) of this definition), including any additional Indebtedness
incurred to pay premiums required by the instruments governing such existing or
future Indebtedness as in effect at the time of issuance thereof (“Required Premiums”) and fees in connection therewith; provided,
however, that any such event does not (1) result in an increase in
the aggregate principal amount of Permitted Indebtedness (except to the extent
such increase is a result of a simultaneous incurrence of additional
Indebtedness (A) to pay Required Premiums and related fees or (B) otherwise
permitted to be incurred under this Indenture) of the Company and its
Subsidiaries and (2) create Indebtedness with a Weighted Average Life to
Maturity at the time such Indebtedness is incurred that is less than the
Weighted Average Life to Maturity at such time of the Indebtedness being
refinanced, modified, replaced, renewed, restated, refunded, deferred,
extended, substituted, supplemented, reissued or resold;


 


(13) additional Indebtedness of the Company or any Restricted
Subsidiary in an aggregate principal amount which, when taken together with all
other Indebtedness Incurred pursuant to this clause (13) and outstanding
on the date of such incurrence (which amount may, but need not, be incurred in
whole or in part under the Credit Agreement), does not exceed the greater of
$150.0 million and 7.0% of the Company’s Total Assets;


 


(14) Indebtedness of the Company or any Restricted Subsidiary in
respect of the contingent deferred purchase price of any acquired property
(including Capital Stock) in an aggregate principal amount which, when taken
together with all other Indebtedness Incurred pursuant to this clause (14)
and outstanding on the date of such incurrence, does not exceed
$15.0 million;


 


18
















 


(15) the guarantee of Indebtedness of Joint Ventures to the extent
permitted by clause (6) of the definition of Permitted Investments in
an aggregate principal amount which, when taken together with all other
Indebtedness Incurred pursuant to this clause (15) and outstanding on the
date of such incurrence, does not exceed the greater of $50.0 million and
3.0% of the Company’s Total Assets;


 


(16) the issuance by any of the Company’s Restricted Subsidiaries of
shares of Preferred Stock to the Company or to any Wholly Owned Restricted
Subsidiary of the Company; provided, however, that:


 


(a)           any subsequent
issuance or transfer of Capital Stock that results in any such Preferred Stock
being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary
of the Company; and


 


(b)           any sale or
other transfer of any such Preferred Stock to a Person that is not either the
Company or a Wholly Owned Restricted Subsidiary of the Company,


 


will
be deemed, in each case, to constitute an issuance of such Preferred Stock by
such Restricted Subsidiary that was not permitted by this clause (16);


 


(17) Indebtedness of Foreign Subsidiaries in an aggregate principal
amount which, when taken together with all other Indebtedness Incurred pursuant
to this clause (17) and outstanding on the date of such Incurrence does not
exceed $50.0 million; and


 


(18) Indebtedness consisting of guarantees or other credit support
provided in respect of Italian Concession Obligations incurred pursuant to
clause (12) of the definition of “Permitted Investments”.


 


“Permitted Investments” means


 


(1) Investments by the Company or any Restricted Subsidiary of the
Company in, or for the benefit of, any Restricted Subsidiary of the Company
(whether existing on the Issue Date or created thereafter and including
Investments in any Person, if after giving effect to such Investment, such
Person would be a Restricted Subsidiary of the Company or such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys all
or substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company) and Investments in, or for the benefit
of, the Company by any Restricted Subsidiary of the Company;


 


(2) Investments in cash or Cash Equivalents;


 


(3) Investments existing on the Issue Date;


 


(4) Investments in securities of trade creditors or customers
received pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers or in settlement
of or other resolution 


 


19

















 


of
claims or disputes, and in each case, extensions, modifications and amendments
thereof;


 


(5) so long as no Default or Event of Default has occurred and is
continuing, loans and advances in the ordinary course of business by the
Company and its Restricted Subsidiaries to their respective employees not to
exceed $2.5 million at any one time outstanding;


 


(6) so long as no Default or Event of Default has occurred and is
continuing, additional Investments in a Person or Persons principally engaged
in a Related Business in an aggregate amount which, when taken together with
all other Investments made pursuant to this clause (6) and
outstanding on the date of such Investment, does not exceed the greater of
$300.0 million and 15% of the Company’s Total Assets;


 


(7) Investments received by the Company or its Restricted
Subsidiaries as consideration for asset sales, including Asset Sales; provided,
however, in the case of an Asset Sale, such Asset Sale is effected in
compliance with Section 4.16;


 


(8) Currency Agreements and Interest Swap Obligations entered into
in the ordinary course of the Company’s or its Restricted Subsidiaries’
business and otherwise in compliance with this Indenture;


 


(9) guarantees by the Company or any of its Restricted
Subsidiaries of Indebtedness, which guarantees are otherwise permitted to be
incurred by the Company or any of its Restricted Subsidiaries under this
Indenture;


 


(10) any Investments received in exchange for the issuance of
Qualified Capital Stock of the Company or any warrants, rights or options to
purchase or acquire shares of any such Qualified Capital Stock;


 


(11) hedge and warrant option transactions entered into or performed by
the Company in connection with a Permitted Convertible Notes Offering;


 


(12) Investments comprising Italian Concession Obligations, including
Investments in Unrestricted Subsidiaries whose only material asset is or will
be interests in Italian Concession Obligations (a portion of which may take the
form of guarantees or other credit support provided in respect of Italian
Concession Obligations); provided that Investments comprising Italian
Concession Obligations of the type described in clause (a) or (b) of
the definition thereof, when taken together with all other such Investments
made pursuant to this clause (12) and outstanding on the date of such
Investment, shall not exceed €310.0 million; and


 


(13) any Investment by the Company or any Restricted Subsidiary in a
Joint Venture in an aggregate amount which, when taken together with all other
Investments made pursuant to this clause (13) and outstanding on the date
of such Investment, does not exceed $100.0 million.


 


20

















 


“Permitted Junior Securities” means


 


(1) Qualified Capital Stock of the Company or any Guarantor; or


 


(2) debt securities that are subordinated to (a) all Senior
Debt and (b) any debt securities issued in exchange for Senior Debt to
substantially the same extent as, or to a greater extent than, the Securities
and the Guarantees of the Securities are subordinated to Senior Debt under this
Indenture.


 


“Permitted Liens” means


 


(1) Liens securing
Indebtedness consisting of Capitalized Lease Obligations;


 


(2) Liens securing any
Senior Debt, including liens securing the Credit Agreement in effect on the
Issue Date;


 


(3) Liens on property
existing at the time of acquisition thereof by the Company or a Restricted
Subsidiary; provided that such Liens were in existence prior to the
contemplation of such acquisition;


 


(4) Liens at any time
outstanding with respect to assets of the Company and its Restricted
Subsidiaries, the fair market value of which at the time the Lien was imposed
does not exceed $1.0 million;


 


(5) Liens securing
Indebtedness incurred pursuant to clause (9), (11), (13), (14) or (17) of the
definition of Permitted Indebtedness;


 


(6) Liens created to
replace Liens described in clause (3) above or clause (7) below
to the extent that such Liens do not extend beyond the originally encumbered
property (other than improvements thereto or thereon, attachments and other
modifications reasonably required to maintain such property) and are not
otherwise materially less favorable to the Company and its Restricted
Subsidiaries than the Liens being replaced, as determined by the Board of
Directors of the Company in good faith; and


 


(7) Liens existing on
the Issue Date.


 


“Person” means an individual, partnership, corporation,
limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.


 


“Preferred Stock” of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.


 


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


 


21

















 


“Pro Rata Share” has the meaning set forth in Section 4.16.


 


“Productive Assets” means assets of a kind used or usable in
the businesses of the Company and its Restricted Subsidiaries as conducted on
the date of the relevant Asset Sale or any Related Business (including Capital
Stock in any such businesses or Related Business and licenses or similar rights
to operate); provided, however, that accounts receivable acquired
as part of an acquisition of assets of a kind used or usable in such businesses
will be deemed to be Productive Assets.


 


“Qualified Capital Stock” means any stock that is not
Disqualified Capital Stock.


 


“Record Date” means the applicable Record Date (whether or
not a Business Day) specified in the Securities.


 


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


 


“Redemption Price,” when used with respect to any Security to
be redeemed, means the price fixed for such redemption, payable in immediately
available funds, pursuant to this Indenture and the Securities.


 


“Registrar” has the meaning set forth in Section 2.03.


 


“Related Business” means the businesses of the Company and
its Restricted Subsidiaries as conducted on the Issue Date and similar,
complementary or related businesses or reasonable extensions, developments or
expansions thereof.


 


“Responsible Officer” means, when used with respect to the
Trustee, any officer in the Corporate Trust Administration department at the
Corporate Trust Office of the Trustee including any vice president, assistant
vice president, assistant secretary, assistant treasurer, trust officer,
assistant trust officer, or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject.


 


“Restricted Investment” means an Investment other than a
Permitted Investment.


 


“Restricted Payment” has the meaning set forth in
Section 4.03.


 


“Restricted Subsidiary” of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.


 


“S&P” means Standard & Poor’s, a division of the
McGraw-Hill Companies, and its successors.


 


22

















 


“Sale and Leaseback Transaction” means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company
or such Restricted Subsidiary to such Person or to any other Person from whom
funds have been or are to be advanced by such Person on the security of such
property; provided, however, that a Sale and Leaseback
Transaction will not include a transaction or series of related transactions
for which the Company or its Restricted Subsidiaries receive aggregate
consideration (exclusive of indemnities) of less than $1.0 million (a “De Minimis Transaction”) so long as the aggregate
consideration (exclusive of indemnities) received by the Company or its
Restricted Subsidiaries from all De Minimis Transactions does not exceed an
aggregate of $10.0 million.


 


“Securities” has the meaning set forth in the preamble
hereto.


 


“Securities Act” means the Securities Act of 1933, as
amended, or any successor statute or statutes thereto.


 


“Senior Debt” means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on any Indebtedness of the Company or any Guarantor of the
Securities, whether outstanding on the Issue Date or thereafter created,
incurred or assumed, unless, in the case of any particular Indebtedness, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Indebtedness will not be senior in
right of payment to the Securities. Without limiting the generality of the
foregoing, “Senior Debt” will also include the principal of, premium, if any,
interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of, all monetary
obligations (including guarantees thereof) of every nature of the Company under
the Credit Agreement in effect on the Issue Date, including, without
limitation, obligations to pay principal and interest, reimbursement
obligations under letters of credit, fees, expenses and indemnities. “Senior
Debt” will not include


 


(1) Indebtedness evidenced by the Securities or a Guarantee of the
Securities;


 


(2) any Indebtedness of the Company or such Guarantor to the
Company or a Subsidiary of the Company;


 


(3) Indebtedness to, or guaranteed on behalf of, any director,
officer or employee of the Company or any Subsidiary of the Company or
Affiliate of the Company (including, without limitation, amounts owed for
compensation);


 


(4) trade payables and other current liabilities arising in the
ordinary course of business in connection with obtaining goods, materials or
services;


 


(5) Indebtedness represented by Disqualified Capital Stock;


 


23

















 


(6) any liability for federal, state, local or other taxes owed or
owing by the Company or such Guarantor;


 


(7) that portion of any Indebtedness incurred in violation of this
Indenture;


 


(8) any Indebtedness which is, by its express terms, subordinated
in right of payment or junior to any other Indebtedness of the Company or such
Guarantor; and


 


(9) any Indebtedness which, when incurred and without respect to
any other election under Section 1111(b) of Title 11, United
States Code, is without recourse to the Company or such Guarantor.


 


“SGI” means Scientific Games International, Inc.,
a subsidiary of the Company.


 


“Significant Subsidiary” has the meaning set forth in Rule 1.02(w) of
Regulation S-X under the Securities Act.


 


“Subsidiary,” with respect to any Person, means (i) any
corporation of which the outstanding Capital Stock having at least a majority
of the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such
Person, or (ii) any other Person of which at least a majority of the
voting interest under ordinary circumstances is at the time, directly or
indirectly, owned by such Person.


 


“Surviving Entity” has the meaning set forth in Section 5.01.


 


“Tender Offer” means the Company’s offer to purchase for cash
any and all the 2012 Existing Notes, launched on September 8, 2010.


 


“TIA” means the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb), as amended, as in effect on the date of the execution of
this Indenture until such time as this Indenture is qualified under the TIA, and
thereafter as in effect on the date on which this Indenture is qualified under
the TIA, or as the TIA may otherwise be amended from time to time.


 


“Total Assets” means, with respect to any Person, as of any
determination date, the total consolidated assets of such Person and its
Restricted Subsidiaries, as calculated in accordance with GAAP, as of the most
recent date for which an internal balance sheet is available, and giving pro forma effect (determined in the same manner as provided
for in the definition of Consolidated Fixed Charge Coverage Ratio) to
transactions that would change the amount of Total Assets.


 


“Transactions” means the offer and sale of the Securities,
the Tender Offer, the repayment of $25.0 million of senior secured term loans
under the Credit Agreement and the payment of related fees and expenses as
described under the heading “Use of proceeds” in the Offering Memorandum.


 


24

















 


“Trustee” means the party named as such in this Indenture until
a successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.


 


“Unrestricted Subsidiary” of any Person means


 


(1) any Subsidiary of
such Person that at the time of determination is or continues to be designated
an Unrestricted Subsidiary by the Board of Directors of such Person in the
manner provided below; and


 


(2) any Subsidiary of
an Unrestricted Subsidiary.


 


The
Board of Directors of the Company may designate any Subsidiary (including any
newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated; provided, however,
that


 


(x) the Company certifies to the Trustee that such designation
complies with Section 4.03; and


 


(y) each Subsidiary to be so designated and each of its
Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Company or any of its Restricted
Subsidiaries except to the extent permitted by Section 4.03 and Section 4.04.


 


The
Board of Directors of the Company may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary only if


 


(x) immediately after giving effect to such designation, the
Company is able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.04; and


 


(y) immediately before and immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing.


 


Any
such designation by the Board of Directors will be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution giving effect to such
designation and an Officers’ Certificate of the Company certifying that such
designation complied with the foregoing provisions.


 


“U.S. Government Obligations” means direct obligations of and
obligations guaranteed by the United States of America for the payment of which
the full faith and credit of the United States of America is pledged.


 


25

















 


“U.S. Legal Tender” means such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.


 


“Weighted Average Life to Maturity” means, when applied to
any Indebtedness at any date, the number of years obtained by dividing


 


(a) the then outstanding aggregate principal amount of such
Indebtedness into


 


(b) the sum of the total of the products obtained by multiplying


 


(1) the amount of each
then remaining installment, sinking fund, serial maturity or other required
payment of principal, including payment at final maturity, in respect thereof,
by


 


(2) the number of years
(calculated to the nearest one-twelfth) which will elapse between such date and
the making of such payment.


 


“Wholly Owned Restricted Subsidiary” of any Person means any
Restricted Subsidiary of such Person of which all the outstanding voting
securities (other than directors’ qualifying shares) are owned by such Person
or any Wholly Owned Restricted Subsidiary of such Person.


 


SECTION 1.02.  Incorporation by Reference of TIA.  Whenever this Indenture refers to a provision
of the TIA, such provision is incorporated by reference in, and made a part of,
this Indenture. The following TIA terms used in this Indenture have the
following meanings:


 


“indenture
securities” means the Securities.


 


“indenture
security holder” means a Holder or a Securityholder.


 


“indenture
to be qualified” means this Indenture.


 


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


 


“obligor”
on the indenture securities means the Company and each Guarantor of the
Securities.


 


All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule and, in
each case, not otherwise defined herein have the meanings assigned to them
therein.


 


SECTION 1.03.  Rules of Construction.  Unless the context otherwise requires:


 


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


 


26

















 


(2) “or” is not exclusive;


 


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


 


(4) provisions apply to successive events and transactions;


 


(5) “herein,” “hereof” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or
other subdivision;


 


(6) unsecured Indebtedness shall
not be deemed to be subordinate or junior to secured Indebtedness merely by
virtue of its nature as unsecured Indebtedness;


 


(7) secured Indebtedness shall not be deemed to be subordinate or
junior to any other secured Indebtedness merely because it has a junior priority
with respect to the same collateral; and


 


(8) all references to the date the Securities were originally
issued shall refer to the Issue Date.


 


ARTICLE 2


 


The
Securities


 


SECTION 2.01.  Form and Dating.  Provisions relating to the Initial Securities
and the Exchange Securities are set forth in Appendix A hereto which is
hereby incorporated in, and expressly made part of, this Indenture. The Initial
Securities and the Trustee’s certificate of authentication thereof shall be
substantially in the form of Exhibit 1 to Appendix A hereto, which is
hereby incorporated in, and expressly made a part of, this Indenture.  The Exchange Securities and the Trustee’s
certificate of authentication thereof shall be substantially in the form of Exhibit 2
to Appendix A hereto, which is hereby incorporated in and expressly made a part
of this Indenture.  The Securities may
have notations, legends or endorsements required by law, stock exchange rule or
usage.  The Company and the Trustee shall
approve the form of the Securities and any notation, legend or endorsement on
them.  Each Security shall be dated the
date of its authentication and shall show the date of its issuance.  The terms of the Securities set forth in
Appendix A and the exhibits thereto are part of the terms of this Indenture.


 


SECTION 2.02.  Execution and Authentication.  An Officer shall sign the Securities for the
Company by manual or facsimile signature.


 


If
an Officer whose signature is on a Security was an Officer at the time of such
execution but no longer holds that or any office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless.


 


27
















 


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


 


The
Trustee shall authenticate Securities for original issue on the Issue Date in
the aggregate principal amount of $250,000,000 and, at any time and from time
to time thereafter, the Trustee shall authenticate Securities for original
issue in an aggregate principal amount specified in a written order of the
Company in the form of an Officers’ Certificate. The Officers’ Certificate
shall specify the amount of Securities to be authenticated and the date on
which the Securities are to be authenticated and, in the case of an issuance of
Additional Securities pursuant to Section 2.15 after the Issue Date, shall
certify that such issuance is in compliance with Section 4.04. Upon
receipt of a written order of the Company in the form of an Officers’
Certificate, the Trustee shall authenticate Securities in substitution for
Securities originally issued to reflect any name change of the Company. The
Trustee may appoint an authenticating agent reasonably acceptable to the
Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.


 


The
Securities shall be issuable only in registered form without coupons in minimum
denominations of $2,000 and any greater integral multiple of $1,000.


 


SECTION 2.03.  Registrar and Paying Agent.  The Company shall maintain an office or
agency in the Borough of Manhattan, The City of New York, where (a) Securities
may be presented or surrendered for registration of transfer or for exchange
(the “Registrar”), (b) Securities
may be presented or surrendered for payment (the “Paying Agent”) and (c) notices and demands in respect of
the Securities and this Indenture may be served. The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company,
upon notice to the Trustee, may have one or more additional Paying Agents. The
term “Paying Agent” includes any additional Paying Agent.


 


The
Company shall enter into an appropriate agency agreement with any Agent not a
party to this Indenture, which agreement shall incorporate the provisions of
the TIA and implement the provisions of this Indenture that relate to such
Agent. The Company shall notify the Trustee of the name and address of any such
Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails
to give the foregoing notice, the Trustee shall act as such. The Company or any
Subsidiary of the Company incorporated or organized within The United States of
America may act as Agent.


 


The
Company initially appoints the Trustee as Registrar, Paying Agent and agent for
service of demands and notices in connection with the Securities, until such
time as the Trustee has resigned or a successor has been appointed. The Paying
Agent or Registrar may resign upon 45 days notice to the Company.


 


SECTION 2.04.  Paying Agent to Hold Assets in Trust.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that each Paying Agent 


 


28

















 


shall hold in trust for
the benefit of Holders or the Trustee all assets held by the Paying Agent for
the payment of principal of, or interest on, the Securities (whether such
assets have been distributed to it by the Company or any other obligor on the
Securities), and shall notify the Trustee of any Default by the Company (or any
other obligor on the Securities) in making any such payment. If the Company or
a Subsidiary of the Company acts as Paying Agent, it shall segregate the money
and hold it in a separate trust. The Company at any time may require a Paying
Agent to distribute all assets held by it to the Trustee and account for any
assets disbursed and the Trustee may at any time during the continuance of any
payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Company to the Paying Agent, the Paying Agent shall
have no further liability for such assets.


 


SECTION 2.05.  Securityholder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders and otherwise comply with TIA §312(a). If the Trustee
is not the Registrar, the Company shall furnish or cause the Registrar to
furnish to the Trustee by each Record Date and at such other times as the
Trustee may reasonably request in writing a list as of such date and in such
form as the Trustee may reasonably require of the names and addresses of
Holders, which list (subject to Section 7.01 hereof) may be conclusively
relied upon by the Trustee.


 


SECTION 2.06.  Transfer and Exchange.  The Securities shall be issued in registered
form and shall be transferable only upon the surrender of a Security for
registration of transfer.  When a
Security is presented to the Registrar with a request to register a transfer,
the Registrar shall register the transfer as requested if the requirements of
this Indenture (including Appendix A hereto) and Section 8-401(1) of
the Uniform Commercial Code are met. 
When Securities are presented to the Registrar with a request to
exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met.


 


SECTION 2.07.  Replacement Securities.  If a mutilated Security is surrendered to the
Trustee or if the Holder of a Security claims that the Security has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Security if the Trustee’s and Company’s requirements
are met. If required by the Trustee or the Company, such Holder shall provide
an indemnity bond or other indemnity, sufficient in the judgment of both the
Company and the Trustee, to protect the Company, the Guarantors, the Trustee
and any Agent from any loss which any of them may suffer if a Security is
replaced. The Company may charge such Holder for its reasonable out-of-pocket
expenses in replacing a Security, including reasonable fees and expenses of
counsel. Every replacement Security shall constitute an additional obligation
of the Company and every replacement Guarantee shall constitute an additional
obligation of the Guarantors.


 


SECTION 2.08.  Outstanding Securities.  Securities outstanding at any time are all
the Securities that have been authenticated by the Trustee except those
cancelled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. 


 


29

















 


Subject to Section 2.09,
a Security does not cease to be outstanding because the Company or any of its
Affiliates holds the Security.


 


If
a Security is replaced pursuant to Section 2.07 (other than a mutilated
Security surrendered for replacement), it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by
a bona fide purchaser. A mutilated Security ceases to be outstanding upon
surrender of such Security and replacement thereof pursuant to Section 2.07.


 


If
on a Redemption Date or the Final Maturity Date the Paying Agent holds (or, if
the Company or a Subsidiary of the Company acts as Paying Agent, segregates and
holds in trust) in accordance with the terms of this Indenture U.S. Legal
Tender sufficient to pay all of the principal and interest due on the
Securities payable on that date, and the Paying Agent is not prohibited from
paying such money to the Holders on that date pursuant to the terms of this
Indenture, then on and after that date such Securities cease to be outstanding
and interest on them ceases to accrue.


 


SECTION 2.09.  Treasury Securities.  In determining whether the Holders of the
required principal amount of Securities have concurred in any direction, waiver
or consent, Securities owned by the Company or any of its Affiliates shall be
disregarded, except that, for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities that the Trustee has received notice are so owned shall be
disregarded.


 


The
Trustee may require an Officers’ Certificate of the Company listing Securities
owned by the Company or its Affiliates.


 


SECTION 2.10.  Temporary Securities.  Until definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities upon receipt of a written order of the Company in the form of an
Officers’ Certificate. The Officers’ Certificate shall specify the amount of
temporary Securities to be authenticated and the date on which the temporary
Securities are to be authenticated. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate upon receipt of a
written order of the Company pursuant to Section 2.02 definitive
Securities in exchange for temporary Securities.


 


SECTION 2.11.  Cancellation.  The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for transfer,
exchange or payment. The Trustee, or at the direction of the Trustee, the
Registrar or the Paying Agent, and no one else, shall cancel and dispose of all
Securities surrendered for transfer, exchange, payment or cancellation, in
accordance with its customary practices. Subject to Section 2.07, the
Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation. If the Company shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the Indebtedness represented 


 


30

















 


by such Securities unless
and until the same are surrendered to the Trustee for cancellation pursuant to
this Section 2.11.


 


SECTION 2.12.
 Defaulted Interest.  The Company will pay interest on overdue
principal from time to time on demand at the rate of interest then borne by the
Securities. The Company shall, to the extent lawful, pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the rate of interest then borne by the Securities.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.


 


If
the Company defaults in a payment of interest on the Securities, it shall pay
the defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, to the Persons who are Holders on a subsequent special
record date, which date shall be the fifteenth day next preceding the date
fixed by the Company for the payment of defaulted interest. At least 10 days
before the subsequent special record date, the Company shall mail to each
Holder, with a copy to the Trustee (or cause the Trustee to mail) a notice that
states the subsequent special record date, the payment date and the amount of
defaulted interest, and interest payable on such defaulted interest, if any, to
be paid.


 


Notwithstanding
the foregoing, any interest which is paid prior to the expiration of the 30-day
period set forth in Section 6.01(a) shall be paid to Holders as of
the regular Record Date for the Interest Payment Date for which interest has
not been paid.


 


Notwithstanding
the foregoing, the Company may make payment of defaulted interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed.


 


SECTION 2.13.  CUSIP Number.  The Company in issuing the Securities may use
one or more “CUSIP” numbers, and if so, the Trustee shall use the CUSIP numbers
in notices of redemption or exchange as a convenience to Holders; provided,
however, that no representation is hereby deemed to be made as to the
correctness or accuracy of the CUSIP numbers printed in the notice or on the
Securities, and that reliance may be placed only on the other identification
numbers printed on the Securities. The Company shall promptly notify the
Trustee of any change in the CUSIP number.


 


SECTION 2.14.  Deposit of Moneys.  Prior to 10:00 a.m. New York City time
on each Interest Payment Date and the Final Maturity Date, the Company shall
have deposited with the Paying Agent in immediately available funds U.S. Legal
Tender sufficient to make cash payments, if any, due on such Interest Payment
Date or Final Maturity Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date or Final Maturity Date, as the case may be.


 


SECTION 2.15.  Issuance of Additional Securities.  After the Issue Date, the Company shall be
entitled, subject to its compliance with Section 4.04, to issue Additional
Securities under this Indenture in an unlimited aggregate principal amount,
which Securities shall have identical terms as the Initial Securities issued on
the Issue Date, other than with respect to the date of issuance and issue
price.  The Initial Securities issued on
the Issue Date, 


 


31

















 


any Additional Securities
and all Exchange Securities issued in exchange therefor shall be treated as a
single class for all purposes under this Indenture, including waivers,
amendments, redemptions and offers to purchase.


 


With
respect to any Additional Securities, the Company shall set forth in a Board
Resolution of the Board of Directors of the Company and an Officers’
Certificate of the Company, a copy of each which shall be delivered to the
Trustee, the following information:


 


(1) 
the aggregate principal amount of such Additional Securities to be
authenticated and delivered pursuant to this Indenture and the provision of
Section 4.04 that the Company is relying on to issue such Additional
Securities;


 


(2) 
the issue price, the issue date and the CUSIP number of such Additional
Securities; and


 


(3) 
whether such Additional Securities shall be Initial Securities or shall be
issued in the form of Exchange Securities as set forth in Exhibit 2 to
Appendix A.


 


ARTICLE 3


 


Redemption


 


SECTION 3.01.  Notices to Trustee.  If the Company elects to redeem Securities
pursuant to the redemption provisions of Paragraph 5, Paragraph 6 or Paragraph
7 of the Securities, it shall notify the Trustee in writing of the Redemption
Date, the Redemption Price and the principal amount of Securities to be
redeemed. The Company shall give notice of redemption to the Paying Agent and
Trustee at least 45 days but not more than 60 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee), together with
an Officers’ Certificate of the Company stating that such redemption will comply
with the conditions contained herein. Any such notice may be cancelled at any
time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.


 


SECTION 3.02.  Selection of Securities to be Redeemed.  In the event that less than all of the
Securities are to be redeemed at any time pursuant to the redemption provisions
of Paragraph 5, Paragraph 6 or Paragraph 7 of the Securities, the Trustee will
select the Securities or portions thereof to be redeemed among the Holders of
the Securities as follows:


 


(1) 
if the Securities are listed, in compliance with any applicable requirements of
the principal national securities exchange on which the notes are listed; or


 


(2) 
if the Securities are not so listed, on a pro
rata basis, by lot or by any other method the Trustee considers fair
and appropriate;


 


32

















 


The
Trustee shall make the selection from the Securities outstanding and not
previously called for redemption and 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 in denominations of $2,000 or less may be redeemed only in
whole. The Trustee may select for redemption portions (equal to $2,000 or any
greater integral multiple of $1,000 thereof) of the principal amount of
Securities that have denominations larger than $2,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.


 


SECTION 3.03.  Notice of Redemption.  In the case of an optional redemption
pursuant to the provisions of Paragraph 5, Paragraph 6 or Paragraph 7 of the
Securities, at least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first class mail,
postage prepaid, to each Holder whose Securities are to be redeemed at its
registered address. At the Company’s request, the Trustee shall give the notice
of redemption in the Company’s name and at the Company’s expense. Each notice
for redemption shall identify the Securities to be redeemed (including the
CUSIP number(s), if any) and shall state:


 


(1) 
the Redemption Date;


 


(2) 
the Redemption Price and the amount of accrued interest, if any, to be paid;


 


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


 


(4) 
that Securities called for redemption must be surrendered to the Paying Agent
to collect the Redemption Price plus accrued interest, if any;


 


(5) 
that, unless the Company defaults in making the redemption payment or the
Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest on Securities called for redemption ceases to accrue
on and after the Redemption Date, and the only remaining right of the Holders
of such Securities is to receive payment of the Redemption Price upon surrender
to the Paying Agent of the Securities redeemed;


 


(6) 
if any Security is being redeemed in part, the portion of the principal amount
of such Security to be redeemed and that, after the Redemption Date, and upon
surrender of such Security, a new Security or Securities in aggregate principal
amount equal to the unredeemed portion thereof will be issued upon surrender of
the original Security;


 


(7) 
if fewer than all the Securities are to be redeemed, the identification of the
particular Securities (or portion thereof) to be redeemed, as well as the
aggregate principal amount of Securities to be redeemed and the aggregate
principal amount of Securities to be outstanding after such partial redemption;
and


 


33

















 


(8) 
the paragraph of the Securities pursuant to which the Securities are to be
redeemed.


 


Notice
of any redemption upon an Equity Offering may be given prior to the completion
thereof, and any such redemption or notice may, at the Company’s discretion, be
subject to one or more conditions precedent, including, but not limited to,
completion of the related Equity Offering.


 


SECTION 3.04.  Effect of Notice of Redemption.  Once notice of redemption is mailed in
accordance with Section 3.03, Securities called for redemption become due
and payable on the Redemption Date and at the Redemption Price plus accrued
interest, if any. Upon surrender to the Trustee or Paying Agent, such
Securities called for redemption shall be paid at the Redemption Price (which
shall include accrued interest thereon to the Redemption Date), but
installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business
on the relevant Record Dates.


 


SECTION 3.05.  Deposit of Redemption Price.  On or before 11:00 a.m. New York Time on
the Redemption Date, the Company shall deposit with the Paying Agent (or, if
the Company or a Subsidiary of the Company is the Paying Agent, shall segregate
and hold in trust) U.S. Legal Tender sufficient to pay the Redemption Price
plus accrued interest, if any, of all Securities to be redeemed on that date
(other than Securities or portions thereof called for redemption on that date
which have been delivered by the Company to the Trustee for cancellation). The
Paying Agent or Trustee shall promptly return to the Company any U.S. Legal
Tender so deposited which is not required for that purpose.


 


If
the Company complies with the preceding paragraph, then, unless the Company
defaults in the payment when due of such Redemption Price plus accrued
interest, if any, or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture, interest on the Securities to be
redeemed will cease to accrue on and after the applicable Redemption Date,
whether or not such Securities are presented for payment.


 


SECTION 3.06.  Securities Redeemed in Part.  Upon surrender and cancellation of a Security
that is to be redeemed in part only, the Trustee shall authenticate for the
Holder a new Security or Securities in a principal amount equal to the
unredeemed portion of the Security surrendered.


 


SECTION 3.07.  Gaming Redemption.  In connection with any redemption pursuant to
the provisions of Paragraph 8 of the Securities, and except as may be required
by a Gaming Authority, the Company shall comply with Sections 3.01 through 3.06
hereof.


 


ARTICLE 4


 


Covenants


 


SECTION 4.01.  Payment of Securities.  The Company will pay the principal of and
interest on the Securities in the manner provided in the Securities and in this
Indenture. An installment of principal of or interest on the Securities shall
be considered paid 


 


34

















 


on the date it is due if
the Trustee or Paying Agent (other than the Company or a Subsidiary of the
Company) holds on that date U.S. Legal Tender designated for and sufficient to
pay the installment in full and is not prohibited from paying such money to the
Holders pursuant to the terms of this Indenture. Interest, including defaulted
interest, if any, will be computed on the basis of a 360-day year comprised of
twelve 30-day months and in the case of a partial month, the actual number of
days elapsed.


 


Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the
extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal or
interest payments hereunder.


 


SECTION 4.02.  Maintenance of Office or Agency.  The Company will maintain in the Borough of
Manhattan, The City of New York, the office or agency required under Section 2.03.
The Company shall give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 13.02. The Company hereby initially
designates the office or agency of the Trustee in the Borough of Manhattan, The
City of New York (the address for which may be obtained from the Company or the
Trustee at the Corporate Trust Office) where presentations and surrenders may
be made and notices or demands may be served on the Company.


 


SECTION 4.03.  Limitation on Restricted Payments.  The Company will not, and will not cause or
permit any of its Restricted Subsidiaries to, directly or indirectly,


 


(a)  declare or pay
any dividend or make any distribution (other than dividends or distributions
payable in Qualified Capital Stock of the Company or in warrants, rights or
options (other than debt securities or Disqualified Capital Stock) to acquire
Qualified Capital Stock of the Company) on or in respect of shares of the
Company’s Capital Stock to holders of such Capital Stock;


 


(b)  purchase, redeem
or otherwise acquire or retire for value any Capital Stock of the Company or
any warrants, rights or options (other than debt securities or Disqualified
Capital Stock) to purchase or acquire shares of any class of such Capital
Stock, other than the exchange of such Capital Stock, warrants, rights or
options for Qualified Capital Stock and/or for warrants, rights or options
(other than debt securities or Disqualified Capital Stock) to acquire Qualified
Capital Stock; or


 


(c)  make any
Restricted Investment (other than Permitted Investments)


 


(each
of the foregoing actions set forth in clauses (a), (b) and (c) being
referred to as a “Restricted Payment”),
if at the time of such Restricted Payment or immediately after giving effect
thereto,


 


(1) 
a Default or an Event of Default shall have occurred and be continuing;


 


35

















 


(2) 
the Company is not able to incur at least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) in compliance with Section 4.04; or


 


(3) 
the aggregate amount of Restricted Payments made subsequent to the Issue Date
(without duplication and excluding Restricted Payments permitted by clauses
(2)(a), (3), (4), (5), (6) and (8) of the following paragraph) shall
exceed the sum of:


 


(w) the sum of (i) $111.8 million and (ii) 50%
of the cumulative Consolidated Net Income, or if cumulative Consolidated Net
Income shall be a loss, minus 100% of such loss, of the Company earned
subsequent to June 30, 2010, and on or prior to the last day of the most
recent fiscal quarter for which internal financial statements are available,
treating such period as a single accounting period; plus


 


(x) the sum of (i) 100% of the aggregate
net cash proceeds received by the Company from any Person (other than a
Subsidiary of the Company) from the issuance and sale subsequent to the Issue
Date and on or prior to the date the Restricted Payment occurs of Qualified
Capital Stock, or in respect of warrants, rights or options (other than debt
securities or Disqualified Capital Stock) to acquire Qualified Capital Stock,
including Qualified Capital Stock issued upon the conversion of convertible
Indebtedness and (ii) 100% of any cash capital contribution received by
the Company from its shareholders subsequent to the Issue Date and on or prior
to the date the Restricted Payment occurs; plus


 


(y) the amount by which Indebtedness of the
Company or a Restricted Subsidiary is reduced on the Company’s consolidated
balance sheet upon the conversion or exchange (other than by a Subsidiary of
the Company) subsequent to the Issue Date of any Indebtedness of the Company or
a Restricted Subsidiary convertible or exchangeable for Qualified Capital Stock
of the Company (less the amount of any cash, or the fair value of any other
property, distributed by the Company upon such conversion or exchange); plus


 


(z) with respect to Restricted Investments made
after December 23, 2004, the net reduction after the Issue Date of such
Restricted Investments as a result of (without duplication with respect to any
item below as among such items or any item listed in clause (3) of the
next paragraph):


 


(i) any disposition of any such Restricted
Investments sold or otherwise liquidated or repaid, to the extent of the net
cash proceeds received by the Company or a Restricted Subsidiary;


 


(ii) cash dividends or repayments of loans or
advances in cash to the Company or any Restricted Subsidiary or, to the extent
that a 


 


36

















 


guarantee
issued by the Company or a Restricted Subsidiary constitutes a Restricted
Investment, the release of such guarantee; or


 


(iii) a Person becoming a Restricted
Subsidiary, to the extent of the Company’s portion (proportionate to the
Company’s equity interest in such Person) of the fair market value of the net
assets of such Person;


 


provided, that any net
reduction in Restricted Investments pursuant to this clause (z) shall only
be included in the calculation required by clause (3) above to the extent
that such net reduction in Restricted Investments is not included in the
Company’s Consolidated Net Income.


 


Notwithstanding
the foregoing, the provisions set forth in the immediately preceding paragraph
shall not prohibit


 


(1) the payment of any dividend or distribution or the redemption
of any securities within 60 days after the date of declaration of such dividend
or distribution or the giving of formal notice by the Company of such
redemption, if the dividend or distribution would have been permitted on the
date of declaration or the redemption would have been permitted on the date of
the giving of the formal notice thereof;


 


(2) so long as no Default or Event of Default shall have occurred
and be continuing, the making of any Restricted Payment, either


 


(a) in exchange for shares of Qualified Capital
Stock and/or warrants, rights or options (other than debt securities or
Disqualified Capital Stock) to acquire Qualified Capital Stock; or


 


(b) through the application of the net proceeds
of a sale for cash (other than to a Subsidiary of the Company) of shares of
Qualified Capital Stock and/or warrants, rights or options (other than debt
securities or Disqualified Capital Stock) to acquire Qualified Capital Stock,
so long as such net proceeds are applied pursuant to this clause (b) within
180 days of such sale;


 


(3) so long as no Default or Event of Default shall have occurred
and be continuing, any other Restricted Payment by the Company; provided,
however, that the aggregate amounts expended pursuant to this clause (3) do
not exceed $50.0 million plus, to the extent that any Restricted Payment made
pursuant to this clause (3) is in the form of a Restricted Investment, the
net reduction of such Restricted Investments as a result of (without
duplication with respect to any item below as among such items or any item
listed in clause (3)(z) of the previous paragraph):


 


(a) any disposition of any such Restricted
Investments sold or otherwise liquidated or repaid, to the extent of the net
cash proceeds received by the Company or a Restricted Subsidiary;


 


37
















 


(b) cash dividends or repayments of loans or
advances in cash to the Company or any Restricted Subsidiary or, to the extent
that a guarantee issued by the Company or a Restricted Subsidiary constitutes a
Restricted Investment, the release of such guarantee; or


 


(c) a Person becoming a Restricted Subsidiary,
to the extent of the Company’s portion (proportionate to the Company’s equity
interest in such Person) of the fair market value of the net assets of such
Person;


 


provided that any net
reduction in Restricted Investments pursuant to this clause (3) shall only
be included in the calculation required by this clause (3) to the extent
that such net reduction in Restricted Investments is not included in the
Company’s Consolidated Net Income;


 


(4) the repurchase of
any Capital Stock of the Company or any warrants, rights or options to purchase
or acquire shares of any such Capital Stock deemed to occur upon the exercise
of stock options to acquire Qualified Capital Stock or other similar
arrangements to acquire Qualified Capital Stock if such repurchased Capital
Stock or warrants, rights or options to acquire shares of any such Capital
Stock represent a portion of the exercise price thereof and applicable
withholding taxes, if any;


 


(5) so long as no
Default or Event of Default shall have occurred and be continuing, the
repurchase, redemption or other acquisition or retirement for value of any
Capital Stock of the Company or any Restricted Subsidiary of the Company held
by any current or former officer, director or employee of the Company or any of
its Restricted Subsidiaries pursuant to any equity subscription agreement,
stock option agreement, shareholders’ agreement or similar agreement; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Capital Stock may not exceed $5.0 million in any fiscal year; provided,
further, that the Company may carry over and make in subsequent fiscal
years, in addition to the amounts permitted for such fiscal year, up to $15.0
million of unutilized capacity under this clause (5) attributable to the
immediately preceding fiscal year; provided, further, that such
amount in any fiscal year may be increased by an amount not to exceed:


 


(a)           the cash proceeds from the sale of Qualified Capital Stock
of the Company and, to the extent contributed to the Company as common equity
capital, the cash proceeds from the sale of Qualified Capital Stock of any of
the Company’s shareholders, in each case to members of management or directors
of the Company or any of its Subsidiaries that occurs after the Issue Date to
the extent the cash proceeds from the sale of Qualified Capital Stock have not
otherwise been applied to the making of Restricted Payments pursuant to clause
(3)(x) of the preceding paragraph or clause (2) of this paragraph;
plus


 


(b)           the cash proceeds of key man life insurance policies
received by the Company or its Restricted Subsidiaries after the Issue Date;


 


38

















 


(6) so long as no
Default or Event of Default shall have occurred and be continuing, the
declaration and payment of regularly scheduled or accrued dividends to holders
of any class or series of any Preferred Stock of any Restricted Subsidiary of
the Company issued on or after the date of this Indenture in accordance with
the Consolidated Fixed Charge Coverage Ratio test described under Section 4.04,
to the extent that such dividends are included in the definition of
Consolidated Fixed Charges;


 


(7) Restricted Payments
under hedge and warrant option transactions entered into in connection with a
Permitted Convertible Notes Offering; and


 


(8) so long as no
Default or Event of Devault shall have occurred and be continuing, any other
Restricted Payment by the Company in an aggregate amount not to exceed $25.0
million in any fiscal year (with unused amounts in any fiscal year being
carried forward to succeeding fiscal years); provided that the aggregate Restricted Payments made
pursuant to this clause (8) in any fiscal year do not exceed $100.0 million.


 


In
determining the aggregate amount of Restricted Payments made subsequent to the
Issue Date in accordance with clause (3) of the immediately preceding
paragraph, amounts expended (to the extent such expenditure is in the form of
cash) pursuant to clauses (1), (2)(b) and (7) of this paragraph will
be included in such calculation.


 


SECTION 4.04.  Limitation on Incurrence of Additional
Indebtedness and Issuance of Preferred Stock.  The Company will not, and will not permit any
of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted
Indebtedness and will not permit any of its Restricted Subsidiaries to issue
any Preferred Stock other than Permitted Indebtedness; provided, however,
that if no Default or Event of Default shall have occurred and be continuing at
the time or as a consequence of the incurrence of any such Indebtedness, the
Company or any Restricted Subsidiary may incur Indebtedness and any Restricted
Subsidiary may issue Preferred Stock if, on the date of the incurrence of such
Indebtedness or issuance of such Preferred Stock, after giving effect to the
incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of
the Company is equal to or greater than 2.0 to 1.0; provided that
Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or
issue Preferred Stock pursuant to the foregoing proviso if, after giving pro
forma effect to such incurrence or issuance, more than an aggregate of $75.0
million of Indebtedness and Preferred Stock of Restricted Subsidiaries that are
not Guarantors would then be outstanding (other than Permitted Indebtedness
(excluding Permited Indebtedness of the type contemplated by clause (8)(A)(x) of
the definition thereof)).


 


For
purposes of determining compliance with this Section 4.04, in the event
that an item of Indebtedness or Preferred Stock meets the criteria of more than
one of the categories of Permitted Indebtedness described in the definition of
Permitted Indebtedness, or is entitled to be incurred or issued, as the case
may be, pursuant to the first paragraph of this Section 4.04, the Company,
in its sole discretion, will be permitted to classify such item of Indebtedness
or Preferred Stock on the date of its incurrence or issuance, as the case may
be, in any manner that complies with this Section 4.04, or later divide,
classify or reclassify all or 


 


39

















 


a
portion of such item of Indebtedness or Preferred Stock in any manner that
complies with this Section 4.04 and such item of Indebtedness or Preferred
Stock (or portion thereof, as applicable) will be treated as having been
incurred or issued, as the case may be, pursuant to only such clause or clauses
or the first paragraph of this Section 4.04.  Indebtedness under the Credit Agreement
outstanding on the date on which the Securities are first issued and
authenticated under this Indenture will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (2) of
the definition of Permitted Indebtedness.


 


Neither
the Company nor any Guarantor will, directly or indirectly, in any event incur
any Indebtedness that, by its terms or by the terms of any agreement governing
such Indebtedness, is both subordinated pursuant to its terms in right of
payment to any other Indebtedness of the Company or such Guarantor, as the case
may be, and senior in right of payment to the Securities or any such Guarantor’s
Guarantee, as the case may be.


 


SECTION 4.05.  Corporate Existence.  Except as otherwise permitted by Article 5,
the Company shall do or cause to be done, at its own cost and expense, all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each of its
Subsidiaries in accordance with the respective organizational documents of the
Company or the Subsidiary, as the case may be, and the rights (charter and
statutory) and material franchises of the Company and each of its Subsidiaries;
provided, however, that the Company shall not be required to
preserve any such right or franchise, or the corporate existence of any
Subsidiary, if the Board of Directors of the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and each of its Subsidiaries, taken as a whole.


 


SECTION 4.06.  Payment of Taxes and Other Claims.  The Company will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (a) all
material taxes, assessments and governmental charges levied or imposed upon it
or any of its Subsidiaries or upon the income, profits or property of it or any
of its Subsidiaries and (b) all lawful claims for labor, materials and
supplies which, in each case, if unpaid, might by law become a material
liability or Lien upon the property of it or any of its Subsidiaries; provided,
however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim the
amount, applicability or validity of which is being contested in good faith by
appropriate proceedings and for which adequate provision has been made or for
which adequate reserves, to the extent required under GAAP, have been
established or where the failure to effect such payment or discharge is not
adverse in any material respect to the Holders.


 


SECTION 4.07.  Maintenance of Properties and Insurance.  (a)  The Company shall cause all
material properties owned by or leased by it or any of its Subsidiaries used or
useful to the conduct of its business or the business of any of its
Subsidiaries to be maintained and kept in normal condition, repair and working
order and supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals and replacements thereof, all as in its judgment
may be reasonably necessary, so that the business carried on in connection
therewith may be properly conducted at all times; provided, however,
that nothing in this Section 4.07 shall prevent the Company or any of its 


 


40

















 


Subsidiaries from
discontinuing the use, operation or maintenance of any of such properties, or
disposing of any of them, if such properties are, in the reasonable and good
faith judgment of the Board of Directors of the Company or such Subsidiary, as
the case may be, no longer reasonably necessary in the conduct of their
respective businesses or such disposition is otherwise permitted by this
Indenture.


 


(b)  The Company
shall provide or cause to be provided, for itself and each of its Subsidiaries,
insurance (including self-insurance) against loss or damage of the kinds and in
the amounts that, in the reasonable, good faith judgment of a responsible
Officer of the Company, are adequate for the conduct of the business of the
Company and such Subsidiaries in a prudent manner, with reputable insurers or
with the government of the United States of America or an agency or
instrumentality thereof.


 


SECTION 4.08.  Compliance Certificate; Notice of Default.  (a)  The Company shall deliver to the
Trustee, within 90 days after the end of each of the Company’s fiscal years, an
Officers’ Certificate of the Company (signed by the principal executive
officer, principal financial officer or principal accounting officer) stating
that a review of its activities and the activities of its Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing
officer with a view to determining whether it has kept, observed, performed and
fulfilled its Obligations under this Indenture and further stating, as to such
officer signing such certificate, that to the best of his knowledge the Company
during such preceding fiscal year has kept, observed, performed and fulfilled
each and every such Obligation and no Default or Event of Default has occurred
during such year and at the date of such certificate there is no Default or
Event of Default that has occurred and is continuing or, if such signer does
know of such Default or Event of Default, the certificate shall describe the
Default or Event of Default and its status in reasonable detail. The Officers’
Certificate shall also notify the Trustee should the Company elect to change
the manner in which it fixes its fiscal year end.


 


(b)  The annual
financial statements delivered to the Trustee pursuant to Section 4.10
shall be accompanied by a written report of the Company’s independent
accountants that in conducting their audit of the financial statements which
are a part of such annual report or such annual financial statements nothing
has come to their attention that would lead them to believe that the Company
has violated any provisions of Article 4, 5 or 6 insofar as they relate to
accounting matters or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.


 


(c)  So long as any
of the Securities are outstanding, if any Default or Event of Default has
occurred and is continuing, the Company shall promptly deliver to the Trustee
by registered or certified mail or by telegram, telex or facsimile transmission
an Officers’ Certificate of the Company specifying such event, notice or other
action within 30 Business Days of its becoming aware of such occurrence.


 


SECTION 4.09.  Compliance with Laws.  The Company will comply, and will cause each
of its Subsidiaries to comply, with all applicable statutes, rules,
regulations, 


 


41

















 


orders and restrictions
of the United States, all states and municipalities thereof, and of any
governmental department, commission, board, regulatory authority, bureau, agency
and instrumentality of the foregoing, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except
for such noncompliances as are being contested in good faith and by appropriate
proceedings and except for such noncompliances as would not in the aggregate
have a material adverse effect on the financial condition or results of
operations of the Company and its Subsidiaries taken as a whole.


 


SECTION 4.10.  Commission Reports.  (a)  The Company promptly will deliver
to the Trustee, but in any event no later than 15 days after it files with the
Commission, copies of the quarterly and annual reports and of the information,
documents and other reports, if any, which the Company is required to file with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
Notwithstanding that the Company may not be required to remain subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act,
the Company will file with the Commission all information, documents and
reports required to be filed with the Commission to the extent permitted, and
provide the Trustee and the Holders with such annual reports and such
information, documents and other reports specified in Sections 13 and 15(d) of
the Exchange Act. The Company shall also comply with the other provisions of
TIA § 314(a).


 


(b)  Regardless of
whether the Company is required to furnish such reports to its stockholders
pursuant to the Exchange Act, the Company (at its own expense) shall cause its
consolidated financial statements, comparable to those which would have been
required to appear in annual or quarterly reports, to be delivered to the
Trustee and the Holders.


 


(c)  For so long as
any of the Securities remain outstanding, the Company will make available to
any prospective purchaser of the Securities or beneficial owner of the
Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under
the Securities Act during any period when the Company is not subject to Section 13
or 15(d) under the Exchange Act.


 


(d)  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).


 


SECTION 4.11.  Waiver of Stay, Extension or Usury Laws.  The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive the
Company from paying all or any portion of the principal of and/or interest on
the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of
this Indenture, and (to the extent that it may lawfully do so) the Company
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



 


42

















 


to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


SECTION 4.12.  Limitations on Transactions with
Affiliates.  The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or permit to exist any transaction or series of related
transactions with any of its Affiliates (an “Affiliate
Transaction”), other than


 


(x) Affiliate Transactions permitted under the next paragraph; and


 


(y) Affiliate Transactions on terms that are no less favorable to
the Company or such Restricted Subsidiary than those that might reasonably have
been obtained in a comparable transaction at such time on an arm’s-length basis
from a Person that is not an Affiliate;


 


provided, however,
that for a transaction or series of related transactions with an aggregate
value of $10.0 million or more


 


(1) such determination shall be made in good faith by a majority
of the disinterested members of the Board of the Directors of the Company; or


 


(2) the Board of Directors of the Company shall have received an
opinion from an independent nationally recognized investment banking,
accounting or valuation firm, selected by the Company, that such transaction or
series of related transactions is on terms that are fair, from a financial
point of view, to the Company or such Restricted Subsidiary;


 


and
provided, further, that for a transaction or series of related
transactions with an aggregate value of $30.0 million or more,


 


(1) such determination shall be made in good faith by a majority
of the disinterested members of the Board of Directors of the Company; and


 


(2) the Board of Directors of the Company shall have received an
opinion from an independent nationally recognized investment banking,
accounting or valuation firm, selected by the Company, that such transaction or
series of related transactions is on terms that are fair, from a financial
point of view, to the Company or such Restricted Subsidiary.


 


The
foregoing restrictions will not apply to:


 


(1) reasonable fees and
compensation paid to, and indemnity provided on behalf of, officers, directors,
employees or consultants of the Company or any Subsidiary as determined in good
faith by the Company’s Board of Directors or senior management;


 


(2) transactions
between or among the Company and any of its Restricted Subsidiaries so long as
no portion of the minority interest in such Restricted 


 


43

















 


Subsidiary is owned by an Affiliate of the Company
(other than a Wholly Owned Subsidiary of the Company or directors or officers
of such Subsidiary that hold stock of such Subsidiary to the extent that local
law requires a resident of such jurisdiction to own stock of such company) or
between or among such Restricted Subsidiaries; provided that such
transactions are not otherwise prohibited by this Indenture;


 


(3) any agreement as in
effect as of the Issue Date or any amendment thereto or any transaction
contemplated thereby (including pursuant to any amendment thereto) or in any
replacement agreement thereto so long as any such amendment or replacement
agreement is not more disadvantageous to the Holders in any material respect
than the original agreement as in effect on the Issue Date;


 


(4) Permitted
Investments and Restricted Payments permitted by this Indenture;


 


(5) commercially
reasonable transactions between the Company or a Restricted Subsidiary and any
Joint Venture in the ordinary course of business that have been determined by
the Board of Directors or senior management of the Company to comply with
clause (y) of the first paragraph above; and


 


(6) the issuance or
sale of any Qualified Capital Stock of the Company.


 


SECTION 4.13.  Limitation on Dividend and Other Payment
Restrictions Affecting Subsidiaries.


 


The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:


 


(a) 
pay dividends or make any other distributions on or in respect of its Capital
Stock;


 


(b) 
make loans or advances to or pay any Indebtedness or other obligation owed to
the Company or any other Restricted Subsidiary of the Company; or


 


(c) 
transfer any of its property or assets to the Company or any other Restricted
Subsidiary of the Company,


 


except
for such encumbrances or restrictions existing under or by reason of:


 


(1) 
applicable law and agreements with governmental authorities with respect to
assets located in their jurisdiction;


 


(2) 
the Securities, this Indenture or any Guarantee;


 


(3) 
(A) customary provisions restricting (1) the subletting or assignment
of any lease or (2) the transfer of copyrighted or patented materials, (B) provisions
in agreements that restrict the assignment of such agreements or rights 


 


44

















 


thereunder or (C) provisions
of a customary nature contained in the terms of Capital Stock restricting the
payment of dividends and the making of distributions on Capital Stock;


 


(4) 
any agreement or instrument governing Acquired Indebtedness, which encumbrance
or restriction is not applicable to any Person, or the properties or assets of
any Person, other than (a) the Person or the properties or assets of the
Person so acquired (including the Capital Stock of such Person), or (b) any
Restricted Subsidiary having no assets other than (i) the Person or the properties
or assets of the Person so acquired (including the Capital Stock of such
Person) and (ii) other assets having a fair market value not in excess of
$250,000, and, in each case, the monetary proceeds thereof;


 


(5) 
any agreement or instrument (A) in effect at or entered into on the Issue
Date or (B) governing Senior Debt, including the Credit Agreement;


 


(6) 
any agreement or instrument governing Indebtedness incurred pursuant to clause
(9), (13) or (17) of the definition of Permitted Indebtedness;


 


(7) 
restrictions on the transfer of assets subject to any Lien permitted under this
Indenture;


 


(8) 
restrictions imposed by any agreement to sell assets not in violation of this
Indenture to any Person pending the closing of such sale;


 


(9) 
customary rights of first refusal with respect to the Company’s and its
Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries
and Joint Ventures;


 


(10) 
Indebtedness of a Person that was a Restricted Subsidiary at the time of
incurrence and the incurrence of which Indebtedness is permitted by Section 4.04;
provided that such encumbrances and restrictions apply only to such
Restricted Subsidiary and its assets; and provided, further, that
the Board of Directors of the Company has determined in good faith, at the time
of creation of each such encumbrance or restriction, that such encumbrances and
restrictions would not singly or in the aggregate have a materially adverse
effect on the Holders of the Securities;


 


(11)  the subordination of any Indebtedness owed by
the Company or any of its Restricted Subsidiaries to the Company or any other
Restricted Subsidiary to any other Indebtedness of the Company or any of its
Restricted Subsidiaries; provided that (A) such other Indebtedness
is permitted under this Indenture and (B) the Board of Directors of the
Company has determined in good faith, at the time of creation of each such
encumbrance or restriction, that such encumbrances and restrictions would not
singly or in the aggregate have a materially adverse effect on the Holders of
the Securities; or


 


45

















 


(12)  an agreement effecting a refinancing,
replacement or substitution of Indebtedness issued, assumed or incurred
pursuant to an agreement referred to in clauses (2), (4) or (5) above
or any other agreement evidencing Indebtedness permitted under this Indenture; provided,
however, that the provisions relating to such encumbrance or restriction
contained in any such refinancing, replacement or substitution agreement or any
such other agreement are not less favorable to the Company in any material
respect as determined by the Board of Directors of the Company than the
provisions of the Indebtedness being refinanced.


 


SECTION 4.14. 
Limitation on Liens.  The
Company will not, and will not permit any of the Guarantors to, directly or
indirectly, create, incur, assume or suffer to exist any Lien securing
Indebtedness (other than Permitted Liens) upon any property or asset now owned
or hereafter acquired by them, or any income or profits therefrom, or assign or
convey any right to receive income therefrom; provided, however,
that in addition to creating Permitted Liens on their properties or assets, the
Company and any of the Guarantors may create, incur, assume or suffer to exist
any Lien securing Indebtedness upon any of their properties or assets
(including, but not limited to, any Capital Stock of its Subsidiaries) if the
Securities are equally and ratably secured.


 


SECTION 4.15.  Change of Control.  (a)  Upon the occurrence of a Change of
Control, each Holder will have the right to require that the Company repurchase
all or a portion (in integral multiples of $1,000; provided that the
Company will repurchase Securities of $2,000 or less in whole and not in part)
of such Holder’s Securities, at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
repurchase.


 


(b)  Prior to the
mailing of the notice described in paragraph (c) below, but in any event
within 30 days following any Change of Control, the Company covenants to


 


(1) 
repay in full all Indebtedness under, and terminate all commitments under, the
Credit Agreement and all other Senior Debt the terms of which require repayment
upon a Change of Control or offer to repay in full, all Indebtedness under, and
terminate all commitments under, the Credit Agreement and all other such Senior
Debt and to repay the Indebtedness owed to each lender which has accepted such
offer; or


 


(2) 
obtain the requisite consents under the Credit Agreement and all such other
Senior Debt to permit the purchase of the Securities as provided below.


 


The
Company shall first comply with the covenant in the immediately preceding
sentence before the Company shall be required to repurchase Securities pursuant
to the provisions described below. The Company’s failure to comply with this Section 4.15
shall constitute an Event of Default described in clause (c) and not in
clause (b) of Section 6.01.


 


(c)  Within 30 days
following the date upon which the Change of Control occurred, the Company will
send, by first class mail, a notice to each Holder, with a copy to the Trustee,
offering to purchase the Securities as described above (the “Change of Control 


 


46

















 


Offer”).
The notice to the Holders shall contain instructions and materials necessary to
enable such Holders to tender Securities pursuant to the Change of Control
Offer. Such notice shall state:


 


(1) 
that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Securities tendered and not withdrawn will be
accepted for payment;


 


(2) 
the purchase price (including the amount of accrued interest) and the purchase
date, which shall be no earlier than 30 days nor later than 60 days from the
date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”);


 


(3) 
that any Security not tendered will continue to accrue interest;


 


(4) 
that, unless the Company defaults in making payment therefor, any Security
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest after the Change of Control Payment Date;


 


(5) 
that Holders electing to have a Security purchased pursuant to a Change of Control
Offer will be required to surrender the Security, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Security completed, to the
Paying Agent at the address specified in the notice prior to 5:00 p.m. New
York City time on the third Business Day prior to the Change of Control Payment
Date;


 


(6) 
that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than 5:00 p.m. New York time on the second Business
Day prior to the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Securities the Holder delivered for purchase and a statement that
such Holder is withdrawing his election to have such Security purchased;


 


(7) 
that Holders whose Securities are purchased only in part will be issued new
Securities in a principal amount equal to the unpurchased portion of the
Securities surrendered; and


 


(8) 
the circumstances and relevant facts regarding such Change of Control.


 


On
or before the Change of Control Payment Date, the Company will (i) accept
for payment Securities or portions thereof tendered (in integral multiples of
$1,000; provided that the Company will repurchase notes of $2,000 or
less in whole and not in part) pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price
plus accrued interest, if any, of all Securities so tendered and (iii) deliver
to the Trustee Securities so accepted together with an Officers’ Certificate of
the Company stating the Securities or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to the Holders of Securities so
accepted


 


47
















 


payment
in an amount equal to the purchase price plus accrued and unpaid interest, if
any, thereon to the Change of Control Payment Date and the Trustee shall
promptly authenticate and mail to such Holders new Securities equal in
principal amount to any unpurchased portion of the Securities surrendered. Any
Securities not so accepted shall be promptly mailed by the Company to the
Holder thereof. For purposes of this Section 4.15, the Trustee shall act
as the Paying Agent.


 


Any amounts remaining after the purchase of
Securities pursuant to a Change of Control Offer promptly shall be returned by
the Trustee to the Company.


 


The Company will not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the time and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control
Offer made by the Company and purchases all Securities properly tendered and
not withdrawn under the Change of Control Offer.


 


The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Securities pursuant to a Change of Control Offer. To the extent
the provisions of any securities laws or regulations conflict with the
provisions under this Section 4.15, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.15 by virtue thereof.


 


SECTION 4.16. 
Limitation on Asset Sales. 
The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:


 


(1) 
the Company or the applicable Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the
fair market value of the assets sold or otherwise disposed of, as determined in
good faith by the Company’s Board of Directors;


 


(2) 
at least 75% of the consideration received by the Company or such Restricted
Subsidiary exclusive of indemnities, as the case may be, from such Asset Sale
is cash or Cash Equivalents and is received at the time of such disposition; provided
that the amount of (a) any liabilities of the Company or any such
Restricted Subsidiary, as shown on the Company’s or such Restricted Subsidiary’s
most recent balance sheet, that are assumed by the transferee of any such
assets, (b) any notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the
Company or such Restricted Subsidiary into cash or Cash Equivalents within 60
days of the time of such disposition, to the extent of the cash or Cash
Equivalents received and (c) any Designated Non-Cash Consideration
received by the Company or any of its Restricted Subsidiaries in such Asset
Sale having an aggregate fair market value, taken together with all other
Designated Non-Cash Consideration received pursuant to this clause (c), not to
exceed $50.0 million, with the fair market value of each item of Designated
Non-Cash Consideration 


 


48

















 


being
measured at the time received and without giving effect to subsequent changes
in value, will be deemed to be cash for the purposes of this clause (2); and


 


(3) 
upon the consummation of an Asset Sale, the Company applies directly or through
a Restricted Subsidiary, or causes such Restricted Subsidiary to apply, the Net
Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof
either (A) to repay Senior Debt (and in the case of any Indebtedness
outstanding under a revolving credit facility and repaid in satisfaction of
this covenant, to permanently reduce the amounts that may be reborrowed
thereunder by an equivalent amount) with the Net Cash Proceeds received in
respect thereof, (B) to reinvest in Productive Assets, or (C) a
combination of prepayment, reduction and investment permitted by the foregoing
clauses (3)(A) and (3)(B);


 


provided that the 75% limitation referred to above will not
apply to any sale, transfer or other disposition of assets in which the cash
portion of the consideration received therefor is equal to or greater than what
the after-tax net proceeds would have been had such transaction complied with
the aforementioned 75% limitation. On the 361st day after an Asset Sale or such
earlier date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clauses (3)(A), (3)(B) and (3)(C) of
the preceding sentence (each, a “Net Proceeds  Offer Trigger Date”), such aggregate amount of Net Cash
Proceeds that have not been so applied on or before such Net Proceeds Offer
Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of the
preceding sentence (each, a “Net Proceeds Offer Amount”)
will be applied by the Company to make an offer to repurchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds
Offer Payment Date”) not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date, from all Holders on a
pro rata basis that amount of Securities
equal to the Net Proceeds Offer Amount multiplied by a fraction, the numerator
of which is the aggregate principal amount of Securities then outstanding and
the denominator of which is the sum of the aggregate principal amount of
Securities and Pari Passu Indebtedness then outstanding (the “Pro Rata Share”), at a price equal to 100% of the principal
amount of the Securities to be repurchased, plus accrued interest to the date
of repurchase.


 


Notwithstanding the foregoing, if a Net Proceeds
Offer Amount is less than $20.0 million, the application of the Net Cash
Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer
may be deferred until such time as such Net Proceeds Offer Amount plus the
aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the
Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer
Amount from all Asset Sales by the Company and its Restricted Subsidiaries
aggregates at least $20.0 million, at which time the Company will apply
all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have
been so deferred to make a Net Proceeds Offer, the first date the aggregate of
all such deferred Net Proceeds Offer Amounts is at least $20.0 million
being deemed to be a Net Proceeds Offer Trigger Date. To the extent that the
aggregate purchase price of Securities tendered pursuant to any Net Proceeds
Offer is less than the Pro Rata Share, the Company or any Guarantor may use
such amount for any 


 


49

















 


purpose
not prohibited by this Indenture. Upon completion of any Net Proceeds Offer,
the Net Proceeds Offer Amount shall be reset to zero.


 


Notwithstanding the first two paragraphs of this Section 4.16,
the Company and its Restricted Subsidiaries will be permitted to consummate an
Asset Sale without complying with such paragraphs to the extent


 


(1) at least 50% of the
consideration for such Asset Sale constitutes Productive Assets; and


 


(2) such Asset Sale is
for fair market value; provided that if the fair market value is
determined to exceed $50.0 million, such determination will be made in
good faith by the Company’s Board of Directors; provided, further,
that the fair market value of any consideration not constituting Productive
Assets received by the Company or any of its Restricted Subsidiaries in
connection with any Asset Sale permitted to be consummated under this paragraph
will constitute Net Cash Proceeds subject to the provisions of the first two
paragraphs of this Section 4.16.


 


In the event of the transfer of substantially all,
but not all, of the property and assets of the Company and its Restricted
Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.01,
the successor corporation will be deemed to have sold the properties and assets
of the Company and its Restricted Subsidiaries not so transferred for purposes
of this Section 4.16, and will comply with the provisions of this Section 4.16
with respect to such deemed sale as if it were an Asset Sale. In addition, the
fair market value of such properties and assets of the Company or its
Restricted Subsidiaries deemed to be sold will be deemed to be Net Cash
Proceeds for purposes of this Section 4.16.


 


Notice of a Net Proceeds Offer will be mailed, by
first class mail, by the Company to Holders as shown on the register of Holders
at their last registered address not less than 30 days nor more than 60 days
before the Net Proceeds Offer Payment Date, with a copy to the Trustee. The
notice shall contain instructions and materials necessary to enable such
Holders to tender Securities pursuant to the Net Proceeds Offer and shall state
the following terms:


 


(1) that the Net
Proceeds Offer is being made pursuant to this Section 4.16, that all
Securities tendered will be accepted for payment; provided, however,
that if the aggregate principal amount of Securities tendered in a Net Proceeds
Offer plus accrued interest at the expiration of such offer exceeds the
aggregate amount of the Net Proceeds Offer, the Company shall select the
Securities to be purchased on a pro rata basis
(with such adjustments as may be deemed appropriate by the Company so that only
Securities in denominations of $2,000 or multiples thereof shall be purchased)
and that the Net Proceeds Offer shall remain open for a period of 20 Business
Days or such longer period as may be required by law;


 


(2) the Net Proceeds
Offer Amount (including the amount of accrued interest) and the Net Proceeds
Offer Payment Date (which shall be not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date and which 


 


50

















 


shall be at least five Business Days after the
Trustee receives notice thereof from the Company);


 


(3) that any Security
not tendered will continue to accrue interest;


 


(4) that, unless the
Company defaults in making payment therefor, any Security accepted for payment
pursuant to the Net Proceeds Offer shall cease to accrue interest after the Net
Proceeds Offer Payment Date;


 


(5) that Holders
electing to have a Security purchased pursuant to a Net Proceeds Offer will be
required to surrender the Security, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Security completed, to the Paying Agent
at the address specified in the notice prior to the close of business on the
Business Day prior to the Net Proceeds Offer Payment Date;


 


(6) that Holders will
be entitled to withdraw their election if the Paying Agent receives, not later
than the second Business Day prior to the Net Proceeds Offer Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Securities such Holder delivered for
purchase and a statement that such Holder is withdrawing his election to have
such Securities purchased; and


 


(7) that Holders whose
Securities are purchased only in part will be issued new Securities in a
principal amount equal to the unpurchased portion of the Securities
surrendered; provided, however, that each Security purchased and
each new Security issued shall be in an original principal amount of $2,000 or
any greater integral multiple of $1,000 thereof.


 


On or before the Net Proceeds Offer Payment Date,
the Company shall (i) accept for payment Securities or portions thereof
tendered pursuant to the Net Proceeds Offer which are to be purchased in
accordance with item (1) above, (ii) deposit with the Paying Agent
U.S. Legal Tender sufficient to pay the purchase price plus accrued interest,
if any, of all Securities to be purchased and (iii) deliver to the Trustee
Securities so accepted together with an Officers’ Certificate of the Company
stating the Securities or portions thereof being purchased by the Company. The
Paying Agent shall promptly mail to the Holders of Securities so accepted
payment in an amount equal to the purchase price plus accrued interest, if any.
For purposes of this Section 4.16, the Trustee shall act as the Paying
Agent.


 


Any amounts remaining after the purchase of
Securities pursuant to a Net Proceeds Offer promptly shall be returned by the
Trustee to the Company.


 


If an offer is made to repurchase the Securities
pursuant to a Net Proceeds Offer, the Company will and will cause its
Restricted Subsidiaries to comply with all tender offer rules under state
and federal securities laws, including, but not limited to, Section 14(e) under
the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to
such offer. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.16, the Company and the Company
shall comply with the applicable securities laws and 


 


51

















 


obligations
and shall not be deemed to have breached their obligations hereunder by virtue
thereof.


 


SECTION 4.17. 
[Reserved]


 


SECTION 4.18. 
Limitation on Sale and Leaseback Transactions.  The Company will not, and will not permit any
Restricted Subsidiary to, enter into any Sale and Leaseback Transaction; provided
that the Company and any Guarantor may enter into a Sale and Leaseback
Transaction if


 


(1) 
the Company or such Guarantor could have


 


(a)  incurred
Indebtedness in an amount equal to the Attributable Debt relating to such Sale
and Leaseback Transaction pursuant to Section 4.04; and


 


(b)  incurred a Lien to
secure such Indebtedness pursuant to Section 4.14;


 


(2) 
the gross cash proceeds of such Sale and Leaseback Transaction are at least
equal to the fair market value, as determined in good faith by the Board of
Directors of the Company and set forth in an Officers’ Certificate of the
Company delivered to the Trustee, of the property that is the subject of such
Sale and Leaseback Transaction; and


 


(3) 
the transfer of assets in such Sale and Leaseback Transaction is permitted by,
and the Company or the applicable Guarantor applies the proceeds of such
transaction in accordance with, Section 4.16.


 


SECTION 4.19. 
Limitation of Guarantees by Restricted Subsidiaries.  (a) The Company will not permit any
Restricted Subsidiary that is not a Guarantor, directly or indirectly, by way
of the pledge of any intercompany note or otherwise, to assume, guarantee or in
any other manner become liable with respect to any Indebtedness of the Company,
other than


 


(A) in reliance on and
in compliance with the first paragraph of Section 4.04;


 


(B) Indebtedness
incurred in reliance on clause (12) (to the extent the Indebtedness being
refinanced, modified, replaced, renewed, restated, refunded, deferred,
extended, substituted, supplemented, reissued or resold was permitted to be
guaranteed by Restricted Subsidiaries that are not Guarantors) of the
definition of Permitted Indebtedness;


 


(C) Currency Agreements
in reliance on clause (5) of the definition of Permitted Indebtedness;


 


(D) Interest Swap
Obligations incurred in reliance on clause (4) of the definition of
Permitted Indebtedness; or


 


52

















 


(E) additional
Indebtedness incurred in reliance on clause (13) of the definition of Permitted
Indebtedness;


 


unless,
in any such case (except as otherwise provided in Section 11.17)


 


(x) such
Restricted Subsidiary has executed and delivered or executes and delivers a
supplemental indenture to this Indenture, providing a guarantee of payment of
the Securities by such Restricted Subsidiary in the form required by this
Indenture; and


 


(y) if
such assumption, guarantee or other liability of such Restricted Subsidiary is
provided in respect of Indebtedness that is expressly subordinated to the
Securities, the guarantee or other instrument provided by such Restricted
Subsidiary in respect of such subordinate Indebtedness is similarly
subordinated to the Guarantee of the Securities.


 


provided that any Restricted Subsidiary that constitutes an Immaterial Subsidiary
need not become a Guarantor until such time as it ceases to be an Immaterial
Subsidiary, at which time it shall provide a Guarantee as contemplated by
subparagraph (E)(x) above; and provided,  further, that if,
at the end of the most recent fiscal year for which internal financial statements
are then available, all Immaterial Subsidiaries have an aggregate of total
assets as of the end of such fiscal year in excess of $2.5 million or total
revenues for such fiscal year in excess of $750,000, one or more of such
Subsidiaries shall provide a Guarantee so that in the aggregate the total
assets of all Immaterial Subsidiaries that are not Guarantors as of the end of
such fiscal year are not in excess of $2.5 million and their total revenues for
such fiscal year are not in excess of $750,000.


 


(b) Any Guarantee of the Securities by a
Restricted Subsidiary will provide by its terms that it will be automatically
and unconditionally released and discharged, without any further action
required on the part of the Trustee or any Holder, upon:


 


(1) 
the unconditional release of such Restricted Subsidiary from its liability in
respect of the Indebtedness in connection with which such Guarantee of the
Securities was executed and delivered pursuant to the preceding paragraph; or


 


(2) 
any sale or other disposition (by merger or otherwise) to any Person that is
not a Restricted Subsidiary of the Company, of all of the Company’s Capital
Stock in, or all or substantially all of the assets of, such Restricted
Subsidiary; provided, however, that


 


(x) such sale or disposition
of such Capital Stock or assets is otherwise in compliance with the terms of
this Indenture; and


 


(y) such assumption,
guarantee or other liability of such Restricted Subsidiary has been released by
the holders of the other Indebtedness so guaranteed;


 


53

















 


(c) For so long as the Company has any
Restricted Subsidiary that has not provided Guarantees in reliance on the
proviso to paragraph (a) of this Section 4.19, the Company shall, at
the end of each fiscal year and at the time that internal financial statements
become available for each fiscal year, determine whether all Immaterial
Subsidiaries have an aggregate of total assets as of the end of such fiscal
year in excess of $2.5 million or total revenues for such fiscal year in excess
of $750,000, and if such is the case, one or more of such Subsidiaries shall
provide a Guarantee so that in the aggregate the total assets of all Immaterial
Subsidiaries that are not Guarantors as of the end of such fiscal year are not
in excess of $2.5 million and their total revenues for such fiscal year are not
in excess of $750,000.


 


ARTICLE 5


 


Successor
Corporation


 


SECTION 5.01. 
Merger, Consolidation and Sale of Assets.  The Company will not, in a single transaction
or series of related transactions, consolidate or merge with or into any
Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or
cause or permit any Restricted Subsidiary of the Company to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of
the Company’s assets (determined on a consolidated basis for the Company and
its Restricted Subsidiaries) whether as an entirety or substantially as an
entirety to any Person unless:


 


(1) 
either (A) the Company or a Restricted Subsidiary of the Company shall be
the surviving or continuing Person or (B) the Person, if other than the
Company or a Restricted Subsidiary of the Company, formed by such consolidation
or into which the Company is merged or the Person which acquires by sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the Company’s assets determined on a consolidated basis
for the Company and its Restricted Subsidiaries (the “Surviving
Entity”) (x) shall be a Person organized and validly existing
under the laws of the United States or any State thereof or the District of
Columbia and (y) shall expressly assume, by supplemental indenture
executed and delivered to the Trustee, the due and punctual payment of the
principal of and premium, if any, and interest on all of the Securities and the
performance of every covenant of the Securities, this Indenture and the
Registration Rights Agreement (as defined in Appendix A hereto) on the part of
the Company to be performed or observed;


 


(2) 
immediately after giving effect to such transaction and the assumption
contemplated by clause (1)(B)(y) above, including giving effect to any
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred
in connection with or in respect of such transaction, either (A) the
Company or such Surviving Entity, as the case may be, shall be able to incur at
least $1.00 of additional Indebtedness, other than Permitted Indebtedness,
pursuant to Section 4.04 or (B) the Consolidated Fixed Charge
Coverage Ratio for the Company or such Surviving Entity, as the case may be,
immediately following such 


 


54

















 


transaction
would be equal to or greater than such ratio for the Company immediately prior
to such transaction;


 


(3) 
immediately before and immediately after giving effect to such transaction and
the assumption contemplated by clause (1)(B)(y) above, including, without
limitation, giving effect to any Indebtedness and Acquired Indebtedness
incurred or anticipated to be incurred and any Lien granted in connection with
or in respect of the transaction, no Default or Event of Default shall have
occurred and be continuing; and


 


(4) 
the Company or the Surviving Entity, as the case may be, shall have delivered
to the Trustee an Officers’ Certificate of the Company and an Opinion of
Counsel, each stating that such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture, shall comply with the applicable provisions of this Indenture and
that all conditions precedent in this Indenture relating to the execution of
such supplemental indenture have been satisfied.


 


For purposes of the foregoing, the transfer, by
lease, assignment, sale or otherwise, in a single transaction or series of
transactions, of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Company, other than to a Wholly Owned
Subsidiary that is a Guarantor, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.


 


Upon any consolidation, combination or merger or any
transfer of all or substantially all of the assets of the Company in accordance
with the foregoing, in which the Company is not the continuing Person, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, lease or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture and the Securities with the same effect as if such
Surviving Entity had been named as such and the Company shall be relieved of
all of its obligations and duties under this Indenture and the Securities.


 


Each Guarantor, other than any Guarantor whose
Guarantee is to be released in accordance with the terms of the Guarantee and
this Indenture, will not, and the Company will not cause or permit any such
Guarantor to, consolidate with or merge with or into any Person other than the
Company or any other Guarantor unless:


 


(1) the entity formed
by or surviving any such consolidation or merger, if other than such Guarantor,
or to which such sale, lease, conveyance or other disposition shall have been
made is a Person organized and existing under the laws of the United States or
any State thereof or the District of Columbia;


 


(2) such entity assumes
by supplemental indenture all of the obligations of such Guarantor under the
Guarantee;


 


55
















 


(3) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing; and


 


(4) immediately after giving effect to such transaction and the
use of any net proceeds therefrom on a pro forma
basis, the Company could satisfy the provisions of clause (2) of the first
paragraph of this Section 5.01.


 


Any
merger or consolidation of a Guarantor with and into the Company with the
Company being the Surviving Entity, or another Guarantor that is a Wholly Owned
Restricted Subsidiary of the Company need not comply with this covenant.


 


SECTION 5.02.  Successor Substituted.  Upon any such consolidation, merger,
conveyance, lease or transfer of all or substantially all of the assets of the
Company in accordance with Section 5.01, in which the Company is not the
surviving Person, the Surviving Entity will succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture and
the Securities with the same effect as if such successor had been named as the
Company therein. When a Surviving Entity assumes all of the Obligations of the
Company hereunder and under the Securities and agrees to be bound hereby and
thereby, the predecessor shall be released from such Obligations.


 


ARTICLE 6


 


Default
and Remedies


 


SECTION 6.01.  Events of Default.  An “Event
of Default” means any of the following events:


 


(a) 
the failure to pay interest on any Securities when the same becomes due and
payable and the Default continues for a period of 30 days;


 


(b) 
the failure to pay the principal on any Securities, when such principal becomes
due and payable, at maturity, upon redemption or otherwise, including the
failure to make a payment to repurchase Securities tendered pursuant to a
Change of Control Offer or a Net Proceeds Offer;


 


(c) 
a Default in the observance or performance of any other covenant or agreement
contained in this Indenture, which Default continues for a period of 45 days
after the Company receives written notice specifying the Default, and demanding
that such Default be remedied, from the Trustee or the Holders of at least 25%
of the outstanding principal amount of the Securities;


 


(d) 
the failure to pay at final maturity, giving effect to any extensions thereof,
the principal amount of any Indebtedness of the Company or any Restricted
Subsidiary of the Company that is a Significant Subsidiary, other than
intercompany Indebtedness, and such failure continues for a period of 20 days
or more, or the acceleration of the final stated maturity of any such
Indebtedness, which acceleration is not rescinded, annulled or otherwise cured
within 20 days of receipt by the Company or such Restricted Subsidiary of
notice of any such acceleration, if, in 


 


56

















 


either case, the aggregate
principal amount of such Indebtedness, together with the principal amount of
any other such Indebtedness in default for failure to pay principal at final
maturity or which has been accelerated, in each case with respect to which the
20-day period described above has passed, aggregates $25.0 million or more at
any time;


 


(e) 
any final judgment or final judgments for the payment of money in excess (net
of amounts covered by third-party insurance with insurance carriers who in the
reasonable judgment of the Board of Directors of the Company are creditworthy
and who have not disclaimed liability with respect to such judgment or
judgments) of $25.0 million is rendered against the Company or any Restricted
Subsidiary of the Company that is a Significant Subsidiary and is not
discharged for any period of 60 consecutive days during which a stay of
enforcement shall not be in effect;


 


(f) 
the Company or any Restricted Subsidiary of the Company that is a Significant
Subsidiary (i) admits in writing its inability to pay its debts generally
as they become due, (ii) commences a voluntary case or proceeding under
any Bankruptcy Law with respect to itself, (iii) consents to the entry of
a judgment, decree or order for relief against it in an involuntary case or
proceeding under any Bankruptcy Law, (iv) consents to the appointment of a
Custodian of it or for substantially all of its property, (v) consents to
or acquiesces in the institution of a bankruptcy or an insolvency proceeding against
it, (vi) makes a general assignment for the benefit of its creditors or (vii) takes
any partnership or corporate action, as the case may be, to authorize or effect
any of the foregoing;


 


(g) 
a court of competent jurisdiction enters a judgment, decree or order for relief
in respect of the Company or any Restricted Subsidiary of the Company that is a
Significant Subsidiary in an involuntary case or proceeding under any
Bankruptcy Law, which shall (i) approve as properly filed a petition
seeking reorganization, arrangement, adjustment or composition in respect of
the Company or any such Significant Subsidiary of the Company,
(ii) appoint a Custodian of the Company or any such Significant Subsidiary
of the Company or for substantially all of any of their property or (iii) order
the winding-up or liquidation of its affairs; and such judgment, decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or


 


(h) 
any of the Guarantees ceases to be in full force and effect or any of the
Guarantees is held in a judicial proceeding to be null and void and
unenforceable or any of the Guarantees is found to be invalid by a final
judgment or order that is not appealable or any of the Guarantors denies its
liability under its Guarantee, other than by reason of release of a Guarantor
in accordance with the terms of this Indenture.


 


SECTION 6.02.  Acceleration.  If an Event of Default (other than an Event
of Default specified in Section 6.01(f) or (g) with respect to
the Company) shall occur and be continuing, the Trustee or the Holders of at
least 25% in principal amount of outstanding Securities may declare the
principal of and accrued and unpaid interest on all the Securities to be due
and payable by notice in writing to the Company and the Trustee specifying the 


 


57

















 


respective Event of
Default and that it is a “notice of acceleration”, and the same will become
immediately due and payable. If an Event of Default specified in Section 6.01(f) or
(g) with respect to the Company occurs and is continuing, then all unpaid
principal of and accrued and unpaid interest on all of the outstanding
Securities shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.


 


At
any time after a declaration of acceleration with respect to the Securities as
described in the preceding paragraph, the Holders of a majority in principal
amount of the Securities may rescind and cancel such declaration and its
consequences (i) if the rescission would not conflict with any judgment or
decree, (ii) if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely because
of the acceleration, (iii) to the extent the payment of such interest is
lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iv) if the Company has paid the Trustee its reasonable
compensation and reimbursed the Trustee for its reasonable expenses,
disbursements and advances and (v) in the event of the cure or waiver of
an Event of Default of the type described in clause (f) or (g) of Section 6.01,
the Trustee shall have received an Officers’ Certificate of the Company and an
Opinion of Counsel that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.


 


SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of or interest on the Securities
or to enforce the performance of any provision of the Securities or this
Indenture.


 


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


 


SECTION 6.04.  Waiver of Past Defaults.  Subject to Sections 2.09, 6.07 and 9.02,
the Holders of not less than a majority in principal amount of the outstanding
Securities by written notice to the Trustee may waive an existing Default or
Event of Default and its consequences, except a Default in the payment of
principal of or interest on any Security as specified in clauses (a) and (b) of
Section 6.01. When a Default or Event of Default is waived, it is cured
and ceases.


 


SECTION 6.05.  Control by Majority.  The Holders of not less than a majority in
principal amount of the outstanding Securities may 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 it. Subject to Section 7.01,
however, the Trustee may refuse to follow any direction that conflicts with any
law or this Indenture, that the Trustee determines may be unduly prejudicial to
the rights of another Securityholder, or that may, in the sole judgment 


 


58

















 


of the Trustee, give rise
to or subject the Trustee to personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee.


 


In
the event the Trustee takes any action or follows any direction pursuant to
this Indenture, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against any loss or expense caused by taking such
action or following such direction.


 


SECTION 6.06.  Limitation on Suits.  A Securityholder may not pursue any remedy
with respect to this Indenture or the Securities unless:


 


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


 


(2) 
the Holder or Holders of at least 25% in principal amount of the outstanding
Securities make a written request to the Trustee to pursue the remedy;


 


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


 


(4) 
the Trustee does not comply with the request within 30 days after receipt of
the request and the offer described in clause (3) above; and


 


(5) 
during such 30-day period the Holder or Holders of a majority in principal
amount of the outstanding Securities do not give the Trustee a written
direction which, in the opinion of the Trustee, is inconsistent with the
request.


 


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


 


SECTION 6.07.  Rights of Holders to Receive Payment.  Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal of and
interest on a Security, on or after the respective due dates expressed in such
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the written
consent of the Holder.


 


SECTION 6.08.  Collection Suit by Trustee.  If an Event of Default in payment of
principal or interest specified in clause (a) or (b) of Section 6.01
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company or any other obligor on the
Securities for the whole amount of principal and accrued interest and fees
remaining unpaid, together with interest on overdue principal and, to the
extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the actual, documented and reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


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SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and the Securityholders allowed in any judicial proceedings relating to the
Company, the Subsidiaries of the Company, their creditors or their property and
shall be entitled and empowered to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same,
and any Custodian in any such judicial proceedings is hereby authorized by each
Securityholder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent
and counsel, and any other amounts due the Trustee under Section 7.07.
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
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 6.10.  Priorities.  If the Trustee collects any money or property
pursuant to this Article 6, it shall pay out the money or property in the
following order:


 


First: to the Trustee for amounts due under Section 7.07;


 


Second: if the Holders are forced to proceed against the Company
directly without the Trustee, to Holders for their reasonable collection costs;


 


Third: to holders of Senior Debt of the Company and, if such money or
property has been collected from a Guarantor, to the holders of Senior Debt of
such Guarantor, in each case if and to the extent required by Article 10
or 12, respectively;


 


Fourth: to Holders for amounts due and unpaid on the Securities for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively; and


 


Fifth: to the Company.


 


The
Trustee, upon prior written notice to the Company, may fix a record date and
payment date for any payment to Securityholders pursuant to this Section 6.10.


 


SECTION 6.11.  Undertaking for Costs.   Each party to this Indenture agrees and each
Holder of any Security by its acceptance thereof shall be deemed to have agreed
that, in any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.11 does not apply to a suit instituted by
the Company, any suit instituted by the Trustee, any suit 


 


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instituted by a Holder
pursuant to Section 6.07, or any suit instituted by a Holder or Holders of
more than 10% in principal amount of the outstanding Securities.


 


SECTION 6.12.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holders, then and in every such
case, subject to any determination in such proceeding, the Company, the
Guarantors, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


 


ARTICLE 7


 


Trustee


 


SECTION 7.01.  Duties of Trustee.  (a)  If an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


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


 


(1) 
The Trustee need perform only those duties as are expressly and specifically
set forth in this Indenture or the TIA and no covenants, duties or obligations
whatsoever shall be implied under this Indenture that are adverse to the
Trustee.


 


(2) 
In the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions and such other documents delivered to it
pursuant to Section 13.04 hereof furnished to the Trustee and conforming
to the requirements of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.


 


(c)  Notwithstanding
anything to the contrary herein contained, the Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


 


(1) 
This paragraph does not limit the effect of paragraph (b) of this
Section 7.01.


 


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


 


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(3) 
The Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.02, 6.04 or 6.05.


 


(d)  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 to take or omit to take any action under this Indenture or take
any action at the request or direction of Holders if it shall reasonably
believe that repayment of such funds is not assured to it or it does not
receive an indemnity that is, in its sole discretion, adequate against such
risk, liability, loss, fee or expense which might be incurred by it in
compliance with such request or direction.


 


(e)  Every provision
of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (d) of this Section 7.01.


 


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


 


(g)  In the absence
of bad faith, negligence or willful misconduct on the part of the Trustee, the
Trustee shall not be accountable for the use of any of the Securities delivered
hereunder or the proceeds thereof.


 


SECTION 7.02.  Rights of Trustee.  Subject to Section 7.01:


 


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


 


(b) 
Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate of the Company and an Opinion of Counsel, which shall conform to
the provisions of Sections 13.04 and 13.05. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such
certificate or opinion.


 


(c) 
The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent (other than an agent
who is an employee of the Trustee) appointed with due care.


 


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


 


(e) 
The Trustee may consult with counsel of its selection and the advice or opinion
of such counsel as to matters of law shall be full and complete authorization
and protection from liability in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.


 


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(f) 
The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any
of the Holders pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or indemnity
satisfactory to the Trustee in its sole judgment against the costs, expenses
and liabilities which may be incurred therein or thereby.


 


(g) 
The Trustee shall not be deemed to have notice of any Event of Default unless a
Responsible Officer of the Trustee has received written notice thereof or
unless written notice of any event which is in fact such a Default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture.


 


(h) 
The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate (including any Officers’
Certificate), statement, instrument, opinion (including any Opinion of
Counsel), 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, upon reasonable notice to the Company, to examine the books,
records, and premises of the Company, personally or by agent or attorney.


 


(i) 
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 to each agent, custodian and other Person employed to act
hereunder.


 


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


 


SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal
with the Company, the Subsidiaries of the Company, or their respective
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee must comply with
Sections 7.10 and 7.11.


 


SECTION 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the
Securities (other than the certificate of authentication of the Trustee), it
shall not be accountable for the Company’s use of the proceeds from the
Securities, and it shall not be responsible for any statement of the Company in
this Indenture or any document issued in 


 


63

















 


connection with the sale
of Securities or any statement in the Securities other than the Trustee’s
certificate of authentication.


 


SECTION 7.05.  Notice of Default.  If an Event of Default occurs and is
continuing and the Trustee receives actual notice of such event, the Trustee
shall mail to each Securityholder, as their names and addresses appear on the
Securityholder list described in Section 2.05, notice of the uncured Event
of Default within 90 days after the Trustee receives such notice. Except in the
case of an Event of Default in payment of principal of, or interest on, any
Security, including the failure to make payment on (i) the Change of
Control Payment Date pursuant to a Change of Control Offer or (ii) the Net
Proceeds Offer Payment Date pursuant to a Net Proceeds Offer, the Trustee shall
not be deemed to have actual knowledge or actual notice of an Event of Default
unless a Responsible Officer of the Trustee has received written notice of such
Event of Default. The Trustee may withhold the 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 determines that
withholding the notice is in the interest of the Securityholders. As used
herein, the term “actual knowledge” means the actual fact or state of knowing,
without any duty to make any investigation with regard thereto.


 


SECTION 7.06.  Reports by Trustee to Holders.  Within 60 days after March 15 of each
year, beginning with March 15, 2011, the Trustee shall, to the extent that
any of the events described in TIA § 313(a) occurred within the
previous twelve months, but not otherwise, mail to each Securityholder a brief
report dated as of March 15 that complies with TIA § 313(a). The
Trustee also shall comply with TIA §§ 313(b), 313(c) and 313(d).


 


A
copy of each report at the time of its mailing to Securityholders shall be
mailed to the Company and filed with the Commission and each securities
exchange, if any, on which the Securities are listed.


 


The
Company shall notify the Trustee if the Securities become listed on any
securities exchange or of any delisting thereof.


 


SECTION 7.07.  Compensation and Indemnity.  The Company shall pay to the Trustee from
time to time reasonable compensation for its services hereunder (which shall be
agreed to from time to time in writing by the Company and the Trustee). The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
written request for all reasonable and documented out-of-pocket disbursements,
expenses and advances (including reasonable and documented fees and expenses of
counsel) incurred or made by it in addition to the compensation for its
services, except any such disbursements, expenses and advances as may be
attributable to the Trustee’s negligence or willful misconduct. Such expenses
shall include the reasonable and documented compensation, disbursements and
expenses of the Trustee’s agents, accountants, experts and counsel.


 


The
Company, jointly and severally, shall indemnify the Trustee or any predecessor
Trustee and its agents, employees, officers, stockholders and directors for,
and hold them harmless against, any loss, liability or expense, including taxes
(other than taxes 


 


64

















 


based
upon, measured or determined by the income of the Trustee), incurred by them
except for such actions to the extent caused by any negligence, bad faith or
willful misconduct on their part, arising out of or in connection with the
acceptance or administration of this trust including the reasonable costs and
expenses of defending themselves against or investigating any claim or
liability in connection with the exercise or performance of any of the Trustee’s
rights, powers or duties hereunder. The Trustee shall notify the Company
promptly of any claim asserted against the Trustee or any of its agents,
employees, officers, stockholders and directors for which it may seek
indemnity. At the Trustee’s reasonable discretion, the Company shall defend the
claim and the Trustee shall cooperate and may participate in the defense; provided
that any settlement of a claim shall be approved in writing by the Trustee.
Alternatively, the Trustee may at its option have separate counsel of its own
choosing and the Company shall pay the reasonable fees and expenses of such
counsel; provided, however, that the Company will not be required
to pay such fees and expenses if it assumes the Trustee’s defense and there is
no conflict of interest between the Company and the Trustee and its agents,
employees, officers, stockholders and directors subject to the claim in
connection with such defense as reasonably determined by the Trustee. The
Company need not pay for any settlement made without its written consent. The
Company need not reimburse any expense or indemnify against any loss or
liability to the extent incurred by the Trustee through its negligence, bad
faith or willful misconduct.


 


To
secure the Company’s payment Obligations in this Section 7.07, the Trustee
shall have a lien prior to the Securities against all money or property held or
collected by the Trustee, in its capacity as Trustee.


 


When
the Trustee incurs expenses or renders services after an Event of Default
specified in clause (f) or (g) of Section 6.01 occurs, the
expenses and the compensation for the services shall be paid to the extent
allowable under any Bankruptcy Law. The Company’s Obligations under this Section 7.07
and any claim arising hereunder shall survive the resignation or removal of any
Trustee, the discharge of the Company’s Obligations pursuant to Article 8
and any rejection or termination under any Bankruptcy Law.


 


SECTION 7.08.  Replacement of Trustee.  The Trustee may resign at any time by so
notifying the Company in writing at least 30 days in advance. The Holders of a
majority in principal amount of the outstanding Securities may remove the
Trustee by so notifying the Company and the Trustee in writing and may appoint
a successor trustee. A resignation or removal of the Trustee and appointment of
a successor Trustee shall become effective only with the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. The Company
may remove the Trustee if:


 


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


 


(2) 
the Trustee is adjudged bankrupt or insolvent;


 


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


 


65
















 


(4) 
the Trustee becomes incapable of acting.


 


If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall notify in writing each Holder of such
event and shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount
of the Securities may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.


 


A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer, after payment of all sums then owing to the Trustee
pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession
to each Securityholder.


 


If
a successor Trustee does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of at least 10% in principal amount of the outstanding Securities may petition
any court of competent jurisdiction at the expense of the Company for the
appointment of a successor Trustee.


 


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


 


Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s
Obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.


 


SECTION 7.09.  Successor Trustee by Merger, etc.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another Person, the resulting, surviving or transferee Person
without any further act shall, if such resulting, surviving or transferee
Person is otherwise eligible hereunder, be the successor Trustee; provided,
however, that such Person shall be otherwise qualified and eligible
under this Article 7.


 


SECTION 7.10.  Eligibility; Disqualification.  This Indenture shall always have a Trustee
who satisfies the requirement of TIA §§ 310(a)(1), 310(a)(2), if
applicable, and 310(a)(5). The Trustee shall be a commercial bank with trust
powers or a trust company, which shall have (or, in the case of a financial
institution, commercial bank with trust powers or a trust company included in a
bank holding company system, the related bank holding company shall have) a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition, and subject to supervision or
examination by federal or state authorities, so long as any of the Securities
are outstanding. The Trustee shall comply with TIA § 310(b); provided,
however, that there shall be excluded from the operation of TIA
§ 310(b)(1) any indenture or indentures under which other securities,
or 


 


66

















 


certificates of interest
or participation in other securities, of the Company are outstanding, if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


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


 


ARTICLE 8


 


Discharge
of Indenture; Defeasance


 


SECTION 8.01.  Termination of the Company’s Obligations.  The Company may terminate all of its
obligations under this Indenture (except as provided below) when


 


(i) 
all outstanding Securities theretofore authenticated have been delivered to the
Trustee for cancellation and the Company has paid or caused to be paid all sums
payable under this Indenture by the Company; or


 


(ii) 
the Company has called for redemption pursuant to this Indenture of all of the
Securities, deposited the amounts described in Section 8.03(a), satisfied
the conditions in clauses (i) and (ii) of the proviso to Section 8.03(a) and
delivered the Officers’ Certificate and Opinion of Counsel described in Section 8.03(g).


 


Notwithstanding
the foregoing, the Opinion of Counsel required by clause (ii) above need
not be delivered if all Securities not theretofore delivered to the Trustee for
cancellation (i) have become due and payable, (ii) will become due
and payable on the maturity date within one year or (iii) are to be called
for redemption within one year for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.


 


Notwithstanding
the first paragraph of this Section 8.01, the Company’s obligations in
Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive
until the Securities are no longer outstanding pursuant to the last paragraph
of Section 2.08. After the Securities are no longer outstanding, only the
Company’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.


 


After
such delivery or irrevocable deposit, the Trustee shall acknowledge in writing
the discharge of the Company’s and Guarantors’ obligations under the Securities
and this Indenture except for those surviving obligations specified above.


 


SECTION 8.02.  Legal Defeasance and Covenant Defeasance.  (a)  The Company may, at its option by
Board Resolution of the Board of Directors of the Company, at any time, elect
to have either paragraph (b) or (c) below be applied to all
outstanding Securities upon compliance with the conditions set forth in Section 8.03.


 


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(b)  Upon the Company’s
exercise under paragraph (a) hereof of the option applicable to this
paragraph (b), the Company and each Guarantor shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to
have been discharged from its obligations with respect to all outstanding
Securities on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Securities, which shall thereafter be deemed to be “outstanding” only for the
purposes of Section 8.04 and the other Sections of this Indenture referred
to in (i) and (ii) below, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), and Holders of the Securities and any amounts
deposited under Section 8.03 shall cease to be subject to any other
obligations, except for the following provisions, which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Securities to receive solely from the trust fund described in Section 8.04,
and as more fully set forth in such Section, payments in respect of the
principal of and interest on such Securities when such payments are due, (ii) the
Company’s obligations with respect to such Securities under Sections 2.05,
2.06, 2.07, 2.08 and 4.02, (iii) the rights, obligations and immunities of
the Trustee under this Indenture and (iv) this Article 8. Subject to
compliance with this Section 8.02, the Company may exercise its option
under this paragraph (b) notwithstanding the prior exercise of its option
under paragraph (c) hereof.


 


(c)  Upon the Company’s
exercise under paragraph (a) hereof of the option applicable to this
paragraph (c), the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.03, be released from their Obligations under the
covenants contained in Sections 4.03, 4.04 and 4.12 through 4.19 and Article 5
with respect to the outstanding Securities on and after the date the conditions
set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes) and Holders of the Securities and any
amounts deposited under Section 8.03 shall cease to be subject to any
other obligations. For this purpose, such Covenant Defeasance means that, with
respect to the outstanding Securities, the Company and the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 6.01(c), but, except as specified above,
the remainder of this Indenture and such Securities shall be unaffected
thereby. In addition, upon the Company’s exercise under paragraph (a) hereof
of the option applicable to this paragraph (c), subject to the satisfaction of
the conditions set forth in Section 8.03, Sections 6.01(c), 6.01(d), 6.01(e) and
6.01(h) shall not constitute Events of Default.


 


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SECTION 8.03.  Conditions to Legal Defeasance or Covenant
Defeasance.  The following shall be
the conditions to the application of either Section 8.02(b) or 8.02(c) to
the outstanding Securities:


 


(a)  the Company
irrevocably deposits, or causes to be deposited, with the Trustee, in trust for
the benefit of the Holders pursuant to an irrevocable trust and security
agreement (i) U.S. Legal Tender, (ii) U.S. Government Obligations or (iii) a
combination thereof, in an amount sufficient after payment of all federal,
state and local taxes or other charges or assessments in respect thereof
payable by the Trustee, which through the payment of interest and principal
will provide, not later than one day before the due date of payment in respect
of the Securities, U.S. Legal Tender in an amount which, in the opinion of a
nationally recognized firm of independent certified public accountants
expressed in a written certification thereof, delivered to the Trustee, is
sufficient to pay the principal of and interest on the Securities then
outstanding on the dates on which any such payments are due and payable in
accordance with the terms of this Indenture and of the Securities; provided,
however, that (i) the trustee of the irrevocable trust shall have
been irrevocably instructed to pay such money or the proceeds of such U.S.
Government Obligations to the Trustee; and (ii) the Trustee shall have
been irrevocably instructed to apply such U.S. Legal Tender or the proceeds of
such U.S. Government Obligations to the payment of said principal and interest
with respect to the Securities;


 


(b)  in the case of
Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of
Counsel from independent counsel or a tax ruling from the Internal Revenue
Service to the effect that the Holders will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and Legal
Defeasance and will be subject to federal income tax in the same amounts and in
the same manner and at the same times as would have been the case if such
deposit and Legal Defeasance had not occurred;


 


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


 


(d)  no Default or
Event of Default shall have occurred and be continuing on the date of such
deposit (other than a Default or Event of Default with respect to this
Indenture resulting from the incurrence of Indebtedness all or a portion of
which will be used to defease the Securities concurrently with such incurrence);


 


(e)  such Legal
Defeasance or Covenant Defeasance shall not result in a default under this
Indenture or any other material agreement or instrument to which the Company is
a party or by which the Company is bound;


 


(f)  the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that
after the 91st day following the deposit, such money or the proceeds of such 


 


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U.S. Government Obligations will not be subject to
the effect of any applicable Bankruptcy Law; and


 


(g)  the Company
shall have delivered to the Trustee an Officers’ Certificate of the Company and
an Opinion of Counsel each stating that all conditions precedent relating to
the satisfaction and discharge of this Indenture have been complied with or
waived.


 


Notwithstanding
the foregoing, the Opinion of Counsel required by clauses (b), (c) and (f) above
need not be delivered if all Securities not theretofore delivered to the
Trustee for cancellation (i) have become due and payable, (ii) will
become due and payable on the maturity date within one year or (iii) are
to be called for redemption within one year.


 


SECTION 8.04.  Application of Trust Money.  The Trustee or Paying Agent shall hold in
trust U.S. Legal Tender or U.S. Government Obligations deposited with it
pursuant to this Article 8, and shall apply the deposited U.S. Legal
Tender and the U.S. Legal Tender from U.S. Government Obligations in accordance
with this Indenture to the payment of principal of and interest on the Securities.
The Trustee shall be under no obligation to invest said U.S. Legal Tender or
U.S. Government Obligations except as it may agree with the Company.


 


The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Legal Tender or U.S. Government
Obligations deposited pursuant to Section 8.03 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Securities.


 


Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the Company’s request any
U.S. Legal Tender or U.S. Government Obligations held by it as provided in Section 8.03
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 that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


SECTION 8.05.  Repayment to the Company.  Subject to Section 8.01, the Trustee and
the Paying Agent shall promptly pay to the Company upon request any excess U.S.
Legal Tender or U.S. Government Obligations held by them at any time and
thereupon shall be relieved from all liability with respect to such money. The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed
for one year; provided that the Trustee or such Paying Agent, before
being required to make any payment, may at the expense of the Company cause to
be published once in a newspaper of general circulation in The City of New York
or mail to each Holder entitled to such money notice that such money remains
unclaimed and that after a date specified therein which shall be at least 30
days from the date of such publication or mailing any unclaimed balance of such
money then remaining will be repaid to the Company. After payment to the
Company, Holders entitled to such money must 


 


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look to the Company for
payment as general creditors unless an applicable law abandoned property
designates another Person.


 


SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to
apply any U.S. Legal Tender or U.S. Government Obligations in accordance with Article 8
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 the Company’s Obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such U.S. Legal Tender or U.S.
Government Obligations in accordance with Article 8; provided that
if the Company has made any payment of interest on or principal of 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 U.S. Legal Tender or U.S. Government Obligations held by the
Trustee or Paying Agent.


 


ARTICLE 9


 


Amendments,
Supplements and Waivers


 


SECTION 9.01.  Without Consent of Holders.  The Company and the Trustee, together, may
amend or supplement this Indenture or the Securities without notice to or
consent of any Securityholder:


 


(1) 
to cure any ambiguity, defect or inconsistency so long as such change does not
adversely affect the rights of any Holders in any material respect;


 


(2) 
to evidence the succession in accordance with Article 5 hereof of another
Person to the Company and the assumption by any such successor of the covenants
of the Company herein and in the Securities;


 


(3) 
to provide for uncertificated Securities in addition to or in place of
certificated Securities;


 


(4) 
to comply with any requirements of the Commission in connection with the
qualification of this Indenture under the TIA;


 


(5) 
to make any change that would provide any additional benefit or rights to the
Securityholders or that does not adversely affect the rights of any Holder in
any material respect;


 


(6) 
to add a Guarantor;


 


(7) 
to make any change to Article 10 or Article 12 that would limit or
terminate the benefits available to any holder of Senior Debt under Article 10
or Article 12, respectively; or


 


(8) 
to secure the Securities and the Guarantees;


 


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provided that the
Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate of the Company, each stating that such amendment or supplement
complies with the provisions of this Section 9.01.


 


SECTION 9.02.  With Consent of Holders.  Subject to Section 6.07, the Company and
the Trustee, together, with the written consent of the Holder or Holders of at
least a majority in aggregate principal amount, unless a greater principal amount
is specified herein, of the outstanding Securities, may amend or supplement
this Indenture or the Securities, without notice to any other Securityholders.
Subject to Section 6.07, the Holder or Holders of a majority in aggregate
principal amount, unless a greater principal amount is specified herein, of the
outstanding Securities may waive compliance by the Company with any provision
of this Indenture or the Securities without notice to any other Securityholder.
Without the consent of each Securityholder affected, however, no amendment,
supplement or waiver, including a waiver pursuant to Section 6.04, may:


 


(1) 
reduce the amount of Securities whose Holders must consent to an amendment,
supplement or waiver;


 


(2) 
reduce the rate of or extend the time for payment of interest, including
defaulted interest, on any Securities;


 


(3) 
reduce the principal of or change or have the effect of changing the fixed
maturity of any Securities, or change the date on which any Securities may be
subject to redemption, or reduce the redemption price therefor;


 


(4) 
make any Securities payable in money other than that stated in the Securities;


 


(5) 
make any change in provisions of this Indenture protecting the right of each
Holder to receive payment of principal of and interest on such Security on or
after the due date thereof or to bring suit to enforce such payment, or
permitting Holders of a majority in principal amount of the Securities to waive
Defaults or Events of Default (other than Defaults or Events of Default with
respect to the payment of principal of or interest on the Securities); or


 


(6) 
adversely affect the ranking of the Securities or the Guarantees.


 


In
addition, following the occurrence of a Change of Control or an Asset Sale (if
the Company is obligated to make and consummate a Net Proceeds Offer as a
result of such Asset Sale), as the case may be, without the consent of Holders
of at least 75% of the outstanding aggregate principal amount of Securities, an
amendment, supplement or waiver may not make any change to the Company’s
obligations to make and consummate the required Change of Control Offer or Net
Proceeds Offer, as the case may be, or modify any of the provisions or
definitions with respect thereto.


 


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


 


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After
an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement, waiver or
supplemental indenture.


 


SECTION 9.03.  Compliance with TIA.  From the date on which this Indenture is
qualified under the TIA, every amendment, waiver or supplement of this
Indenture or the Securities shall comply with the TIA as then in effect.


 


SECTION 9.04.  Revocation and Effect of Consents.  Until an amendment, waiver or supplement
becomes effective, a consent to it by a Holder is a continuing consent by the
Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security, even if notation
of the consent is not made on any Security. However, any such Holder or subsequent
Holder may revoke the consent as to his Security or portion of his Security by
notice to the Trustee or the Company received before the date on which the
Trustee receives an Officers’ Certificate of the Company certifying that the
Holders of the requisite principal amount of Securities have consented (and not
theretofore revoked such consent) to the amendment, supplement or waiver.


 


The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Holders entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, then notwithstanding the last sentence of
the immediately preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only those Persons, shall
be entitled to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date.


 


SECTION 9.05.  Notation on or Exchange of Securities.  If an amendment, supplement or waiver changes
the terms of a Security, the Company may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security about the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or issue a
new Security shall not affect the validity and effect of such amendment,
supplement or waiver.


 


SECTION 9.06.  Trustee to Sign Amendments, etc.  The Trustee shall execute any amendment,
supplement or waiver authorized pursuant to this Article 9; provided
that the Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver which affects the Trustee’s own rights, duties
or immunities under this Indenture. The Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel and an
Officers’ Certificate of the Company each stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article 9 is
authorized or permitted by this Indenture and constitutes the legal, valid and
binding obligations of the 


 


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Company enforceable
against them in accordance with its terms (subject to customary exceptions).


 


ARTICLE 10


 


Subordination
of Securities


 


SECTION 10.01.  Securities Subordinated to Senior Debt.  The Company covenants and agrees, and the
Trustee and each Holder by accepting a Security likewise covenants and agrees,
that all Securities shall be issued subject to the provisions of this Article 10;
and each Person holding any Security, whether upon original issue or upon
transfer, assignment or exchange thereof, accepts and agrees that all payments
of the principal of and interest on the Securities by the Company shall, to the
extent and in the manner set forth in this Article 10, be subordinated and
junior in right of payment to the prior payment in full in cash of all amounts
payable under Senior Debt, whether outstanding on the Issue Date or thereafter
incurred.


 


SECTION 10.02.  No Payment on Securities in Certain
Circumstances.  

(a)  No direct or indirect payment by or on behalf of the Company of
principal of or interest on the Securities, including any deposit to the
defeasance trust pursuant to Section 8.03, whether pursuant to the terms
of the Securities, upon acceleration, pursuant to an Asset Sale Offer or Change
of Control Offer or otherwise, shall be made to the Holders (except that
Holders may receive and retain payments made from the defeasance trust
described under Article 8) if (i) a default in the payment of the
principal of or interest on Designated Senior Debt occurs and is continuing
beyond any applicable period of grace or (ii) any other default occurs and
is continuing with respect to Designated Senior Debt that permits holders of
the Designated Senior Debt as to which such default relates to accelerate its
maturity and the Trustee receives a written notice of such other default (a “Payment Blockage Notice”) from the Company
or the holders of any Designated Senior Debt (with a copy to the Company) until
all Obligations with respect to such Designated Senior Debt are paid in full in
cash; provided, that payments on the Securities shall be resumed (x) in
the case of a payment default, upon the date on which such default is cured,
waived or ceases to exist and (y) in case of a nonpayment default, the
earlier of the date on which such nonpayment default is cured, waived or ceases
to exist and 179 days after the date on which the applicable Payment Blockage
Notice is received by the Trustee (such period being referred to herein as the “Payment Blockage Period”), unless the
maturity of any Designated Senior Debt has been accelerated (and written notice
of such acceleration has been received by the Trustee).


 


Notwithstanding
anything herein or in the Securities to the contrary, (x) in no event
shall a Payment Blockage Period extend beyond 179 days from the date the
Payment Blockage Notice in respect thereof was given and (y) not more than
one Payment Blockage Period may be commenced with respect to the Securities
during any period of 360 consecutive days. No nonpayment default that existed
or was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice (it being understood that any subsequent action, or any breach of any
covenant for a period commencing after the date of receipt by the Trustee of
such Payment Blockage Notice, that, in either case, would give rise to such a
default pursuant 


 


74

















 


to
any provisions under which a default previously existed or was continuing shall
constitute a new default for this purpose).


 


(b)  In the event
that, notwithstanding the foregoing, any payment shall be received by the
Trustee or any Holder when such payment is prohibited by Section 10.02(a),
such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Designated Senior Debt or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any of such
Designated Senior Debt may have been issued, as their respective interests may
appear, but only to the extent that, upon notice from the Trustee to the holders
of Designated Senior Debt that such prohibited payment has been made, the
holders of such Designated Senior Debt (or their representative or
representatives or a trustee) notify the Trustee in writing of the amounts then
due and owing on the Designated Senior Debt, if any, and only the amounts
specified in such notice to the Trustee shall be paid to the holders of
Designated Senior Debt.


 


SECTION 10.03.  Payment Over of Proceeds upon Dissolution, etc.  

(a)  Upon any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities, upon
any dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other similar proceedings, an assignment for the benefit of creditors or any
marshaling of the Company’s assets, the holders of Senior Debt of the Company
shall be entitled to receive payment in full in cash of all Obligations due in
respect of such Senior Debt before the Holders or the Trustee on behalf of such
Holders shall be entitled to receive any payment by the Company of the
principal of or interest on the Securities, or any payment by the Company to
acquire any of the Securities for cash, property or securities, or any
distribution with respect to the Securities of any cash, property or securities
(except that the Holders may receive and retain (I) Permitted Junior
Securities and (II) payments made from the defeasance trust described
under Article 8).  Before any
payment (other than Permitted Junior Securities or by virtue of the defeasance
trust) may be made by, or on behalf of, the Company of the principal of or
interest on the Securities upon any such dissolution or winding-up or
liquidation or reorganization, any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property
or securities, to which the Holders of the Securities or the Trustee on their
behalf would be entitled, but for the subordination provisions of this
Indenture, shall be made by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, directly to the holders of the Senior Debt (pro rata to such holders on the basis of
the respective amounts of Senior Debt held by such holders) or their
representatives or to the trustee or trustees or agent or agents under any
agreement or indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, to the extent necessary to
pay all such Senior Debt in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Debt.


 


(b)  In the event
that, notwithstanding the foregoing provision prohibiting such payment or
distribution, any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or any Holder of Securities at a time when
such payment or distribution is prohibited


 


75
















 


by Section 10.03(a) and before all
Obligations in respect of Senior Debt are paid in full in cash, or payment
provided for, such payment or distribution shall be received and held in trust
for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt of the Company (pro rata to
such holders on the basis of the respective amounts of Senior Debt held by such
holders) or their respective representatives, or to the trustee or trustees or
agent or agents under any indenture pursuant to which any of such Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of Senior Debt remaining unpaid until all such Senior Debt has
been paid in full in cash after giving effect to any prior or concurrent
payment, distribution or provision therefor to or for the holders of such
Senior Debt; provided that the Trustee shall be entitled to receive from
the holders of such Senior Debt written notice of the amounts owing on such
Senior Debt.


 


The
consolidation of the Company with, or the merger of the Company with or into,
another Person or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another Person upon the terms and conditions provided in Article 5
shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 10.03 if such other Person shall, as a
part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article 5.


 


SECTION 10.04.  Subrogation.  Upon the payment in full in cash of all
Senior Debt of the Company, or provision for payment, the Holders of the
Securities shall be subrogated to the rights of the holders of Senior Debt to
receive payments or distributions of cash, property or securities of the
Company made on such Senior Debt until the principal of and interest on the
Securities shall be paid in full in cash; and, for the purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the Holders of the Securities or the
Trustee on their behalf would be entitled except for the provisions of this Article 10,
and no payment over pursuant to the provisions of this Article 10 to the
holders of Senior Debt by Holders of the Securities or the Trustee on their
behalf shall, as between the Company, its creditors other than holders of
Senior Debt, and the Holders of the Securities, be deemed to be a payment by
the Company to or on account of the Senior Debt. It is understood that the
provisions of this Article 10 are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities, on the one
hand, and the holders of the Senior Debt, on the other hand.


 


If
any payment or distribution to which the Holders of the Securities would
otherwise have been entitled but for the provisions of this Article 10
shall have been applied, pursuant to the provisions of this Article 10, to
the payment of all amounts payable under Senior Debt, then and in such case,
the Holders of the Securities shall be entitled to receive from the holders of
such Senior Debt any payments or distributions received by such holders of any
Senior Debt in excess of the amount required to make payment in full, or
provision for payment, of such Senior Debt.


 


SECTION 10.05.  Obligations of Company Unconditional.  Nothing contained in this Article 10 or
elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between the Company and the Holders of the Securities, the
obligation of the 


 


76

















 


Company, which is
absolute and unconditional, to pay to the Holders of the Securities the
principal of and interest on the Securities as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities and creditors of
the Company other than the holders of Senior Debt, nor shall anything herein or
therein prevent the Holder of any Security or the Trustee on their behalf from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article 10
of the holders of Senior Debt in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.


 


Without
limiting the generality of the foregoing, nothing contained in this Article 10
shall restrict the right of the Trustee or the Holders of Securities to take
any action to declare the Securities to be due and payable prior to their
stated maturity pursuant to Article 6 or to pursue any rights or remedies
hereunder; provided, however, that all Senior Debt then due and
payable shall first be paid in full before the Holders of the Securities or the
Trustee are entitled to receive any direct or indirect payment from the Company
of principal of or interest on the Securities.


 


SECTION 10.06.  Notice to Trustee.  The Company shall give prompt written notice
to the Trustee of any fact known to the Company which would prohibit the making
of any payment to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article 10. The Trustee shall not be charged with
knowledge of the existence of any event of default with respect to any Senior
Debt or of any other facts which would prohibit the making of any payment to or
by the Trustee unless and until the Trustee shall have received notice in
writing at its Corporate Trust Office to that effect signed by an Officer of
the Company, or by a holder of Senior Debt or trustee or agent therefor; and
prior to the receipt of any such written notice, the Trustee shall, subject to Article 7,
be entitled to assume that no such facts exist; provided that if the
Trustee shall not have received the notice provided for in this Section 10.06
at least two Business Days prior to the date upon which by the terms of this
Indenture any moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Security), then,
regardless of anything herein to the contrary, the Trustee shall have full
power and authority to receive any moneys from the Company and to apply the
same to the purpose for which they were received, and shall not be affected by
any notice to the contrary which may be received by it on or after such prior
date. Nothing contained in this Section 10.06 shall limit the right of the
holders of Senior Debt to recover payments as contemplated by Section 10.03.
The Trustee shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself or itself to be a holder of any Senior Debt
(or a trustee on behalf of, or other representative of, such holder) to
establish that such notice has been given by a holder of such Senior Debt or a
trustee or representative on behalf of any such holder.


 


In
the event that the Trustee determines in good faith that any evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article 10,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this 


 


77

















 


Article 10,
and if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.


 


SECTION 10.07.  Reliance on Judicial Order or Certificate
of Liquidating Agent.  Upon any
payment or distribution of assets or securities referred to in this Article 10,
the Trustee and the Holders of the Securities shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which
bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings
are pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of the Securities for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 10.


 


SECTION 10.08.  Trustee’s Relation to Senior Debt.  The Trustee and any Paying Agent shall be
entitled to all the rights set forth in this Article 10 with respect to
any Senior Debt which may at any time be held by it in its individual or any
other capacity to the same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee or any Paying Agent of any
of its rights as such holder.


 


With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set
forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt. The Trustee shall not be liable to any such holders if
the Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other Person cash, property or
securities to which any holders of Senior Debt shall be entitled by virtue of
this Article 10 or otherwise.


 


SECTION 10.09.  Subordination Rights Not Impaired by Acts
or Omissions of the Company or Holders of Senior Debt.  No right of any present or future holders of
any Senior Debt to enforce subordination as provided herein shall at any time
in any way be prejudiced or impaired by any act, including any amendment to
this Article 10 without the consent of the holders of such Senior Debt, or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms of this Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with. The provisions of this Article 10
are intended to be for the benefit of, and shall be enforceable directly by,
the holders of Senior Debt.


 


SECTION 10.10.  Securityholders Authorize Trustee to
Effectuate Subordination of Securities. 
Each Holder of Securities by his acceptance of such Securities
authorizes and expressly directs the Trustee on its or his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article 10, and appoints the Trustee its or his
attorney-in-fact for such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of the Company (whether in 


 


78

















 


bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the business
and assets of the Company, the filing of a claim for the unpaid balance of its
or his Securities in the form required in those proceedings.


 


SECTION 10.11.  This Article Not to Prevent Events of
Default.  The failure to make a
payment on account of principal of or interest on the Securities by reason of
any provision of this Article 10 shall not be construed as preventing the
occurrence of an Event of Default specified in Section 6.01.


 


SECTION 10.12.  Trustee’s Compensation Not Prejudiced.  Nothing in this Article 10 shall apply
to amounts due to the Trustee pursuant to other sections in this Indenture.


 


SECTION 10.13.  No Waiver of Subordination Provisions.  Without in any way limiting the generality of
Section 10.09, the holders of Senior Debt may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article 10
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt, do any one or more of the following: (a) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Debt or any instrument evidencing the same or any agreement under which
Senior Debt is outstanding or secured; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Debt; (c) release any Person liable in any manner for the
collection of Senior Debt; and (d) exercise or refrain from exercising any
rights against the Company and any other Person.


 


SECTION 10.14.  Subordination Provisions Not Applicable to
Assets Held in Trust for Securityholders; Payments May be Paid Prior to
Dissolution.  All money and United
States Government Obligations deposited in trust with the Trustee pursuant to
and in accordance with Article 8 shall be for the sole benefit of the
Holders and shall not be subject to this Article 10.


 


Nothing
contained in this Article 10 or elsewhere in this Indenture shall prevent (i) the
Company, except under the conditions described in Section 10.02, from
making payments of principal of and interest on the Securities, or from
depositing with the Trustee any moneys for such payments or from effecting a
termination of the Company’s and the Guarantors’ Obligations under the
Securities and this Indenture as provided in Article 8 or (ii) the
application by the Trustee of any moneys deposited with it for the purpose of
making such payments of principal of and interest on the Securities, to the
Holders entitled thereto unless at least two Business Days prior to the date
upon which such payment becomes due and payable, the Trustee shall have
received the written notice provided for in Section 10.02(b) or in Section 10.06.
The Company shall give prompt written notice to the Trustee of any dissolution,
winding-up, liquidation or reorganization of the Company.


 


SECTION 10.15.  Acceleration of Securities.  If payment of the Securities is accelerated
because of an Event of Default, the Company (or the Trustee at the direction of



 


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the Company) shall
promptly notify the holders of Designated Senior Debt of the Company (or the
representative of such Designated Senior Debt) of the acceleration.


 


ARTICLE 11


 


Guarantee
of Securities


 


SECTION 11.01.  Unconditional Guarantee.  Each of the Guarantors hereby, jointly and
severally and unconditionally guarantees, on a senior subordinated basis (such
guarantee to be referred to herein as a “Guarantee”)
to each Holder of a Security authenticated and delivered by the Trustee and to
the Trustee and its successors and assigns that: (a) the principal of and
interest on the Securities shall be promptly paid in full when due (subject to
any applicable grace periods) whether at maturity, upon redemption, upon
repurchase at the option of Holders pursuant to the provisions of the
Securities relating thereto, by acceleration or otherwise, and interest on the
overdue principal and (to the extent permitted by law) interest, if any, on the
Securities and all other Obligations of the Company to the Holders or the
Trustee hereunder or thereunder (including amounts due the Trustee under Section 7.07
hereof) and all other Obligations shall be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of payment or renewal of any Securities or any of such
other Obligations, the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at maturity, by acceleration or otherwise,
subject, however, in the case of (a) and (b) to the limitations set
forth in Section 11.04. Failing payment when due of any amount so
guaranteed, or failing performance of any other obligation of the Company to
the Holders under this Indenture or under the Securities, for whatever reason,
each Guarantor shall be obligated to pay, or to perform or cause the
performance of, the same immediately. An Event of Default under this Indenture
or the Securities shall constitute an event of default under this Guarantee,
and shall entitle the Holders of Securities to accelerate the Obligations of
the Guarantors hereunder in the same manner and to the same extent as the
Obligations of the Company.


 


Each
of the Guarantors hereby agrees that its Obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
the Securities or this Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of the Securities with respect to any
provisions hereof or thereof, any release of any other Guarantor, the recovery
of any judgment against the Company, any action to enforce the same, whether or
not a Guarantee is affixed to any particular Security, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each of the Guarantors hereby waives the benefit of
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever and covenants that its Guarantee shall not be discharged except by
complete performance of the Obligations contained in the Securities, this
Indenture and this Guarantee. This Guarantee is a guarantee of payment and not of
collection. If any Holder or the Trustee is required by any court or otherwise
to return to the Company or to any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or such
Guarantor, any amount paid by the Company or such Guarantor to the 


 


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Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between it, on the one hand, and the Holders of Securities and the Trustee, on
the other hand, (a) the maturity of the Obligations guaranteed hereby may
be accelerated as provided in Article 6 for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Obligations guaranteed hereby, and (b) in
the event of any acceleration of such Obligations as provided in Article 6
hereof, such Obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Guarantee.


 


No
stockholder, officer, director, employee, agent or incorporator, past, present
or future, of any Guarantor, as such, shall have any personal liability under
this Guarantee by reason of his, her or its status as such stockholder,
officer, director, employee, agent or incorporator.


 


Each
Guarantor that makes a payment or distribution under its Guarantee will be
entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor,
determined in accordance with GAAP.


 


SECTION 11.02.  Limitations on Guarantees.  The Obligations of each Guarantor will be
limited as necessary to prevent such Guarantee from constituting a fraudulent
conveyance or fraudulent transfer under any laws of the United States, any
state or territory of the United States or the District of Columbia.


 


SECTION 11.03.  Execution and Delivery.


 


Each
of the Guarantors hereby agrees that its Guarantee set forth in
Section 11.01 shall remain in full force and effect (unless released in
accordance with Section 11.04) notwithstanding any failure to endorse on
any Security a notation of such Guarantee.


 


If
an Officer of a Guarantor whose signature is on this Indenture no longer holds
that or any office at the time the Trustee authenticates any Security, such
Guarantor’s Guarantee of such Security shall be valid nevertheless.


 


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


 


SECTION 11.04.  Release of a Guarantor.  (a)  Upon (i) the sale or
disposition of all of the Capital Stock of a Guarantor by the Company in
compliance with Section 4.16 or the consolidation or merger of a Guarantor
with or into any Person in compliance with Article 5, in each case, (A) other
than to the Company or an Affiliate of the Company and (B) in a
transaction following which all liability of such Guarantor with respect to
Indebtedness of the Company shall have been released by the holders of such
Indebtedness or (ii) the liquidation or dissolution of any Guarantor in
accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 11
shall be released, and such Guarantor shall be deemed released from all
Obligations under this Indenture and the Securities without any 


 


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further action required
on the part of the Trustee or any Holder. Any Guarantor not so released or the
entity surviving such Guarantor, as applicable, shall remain or be liable under
its Guarantee as provided in this Article 11. Concurrently with the
defeasance or satisfaction and discharge of the Securities under Article 8
hereof, the Guarantors shall be released from all of their obligations under
this Indenture and the Securities. In addition, a Guarantor’s Guarantee will
also be released and such Guarantor will also be released from all Obligations
under this Indenture and the Securities if such Guarantor (1) is released
from any and all guarantees of Indebtedness of the Company and the Company and (2) if
such Guarantor will remain a Subsidiary of the Company, it has no other
outstanding Indebtedness other than Indebtedness which could be incurred by a
Restricted Subsidiary that is not a Guarantor of the Securities on the date of
the proposed release of such Guarantor’s Guarantee.


 


(b)  The Trustee
shall deliver an appropriate instrument evidencing the release of a Guarantor
upon receipt of a request by the Company or such Guarantor accompanied by an
Officers’ Certificate of the Company and, upon request, an Opinion of Counsel
certifying as to the compliance with this Section 11.04; provided
the legal counsel delivering such Opinion of Counsel may rely as to matters of
fact on one or more Officers’ Certificates of the Company.


 


The
Trustee shall execute any documents reasonably requested by the Company or a
Guarantor in order to evidence the release of such Guarantor from its
Obligations under its Guarantee pursuant to this Article 11.


 


Except
as set forth in Articles 4 and 5 and this Section 11.04, nothing contained
in this Indenture or in any of the Securities shall prevent any consolidation
or merger of a Guarantor with or into the Company or another Guarantor or shall
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.


 


SECTION 11.05.  Waiver of Subrogation.  Until this Indenture is discharged and all of
the Securities are discharged and paid in full, each Guarantor hereby
irrevocably waives and agrees not to exercise any claim or other rights which
it may now or hereafter acquire against the Company that arise from the existence,
payment, performance or enforcement of the Company’s Obligations under the
Securities or this Indenture and such Guarantor’s Obligations under its
Guarantee under this Indenture, in any such instance including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy of the
Holders against the Company, whether or not such claim, remedy or right arises
in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Securities under the Securities,
this Indenture, or any other document or instrument delivered under or in
connection with such agreements or instruments, shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor
for the benefit of, and held in trust for the benefit of, the Trustee or the
Holders and shall forthwith be paid to the Trustee for the benefit 


 


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of itself or such Holders
to be credited and applied to the Obligations in favor of the Trustee or the
Holders, as the case may be, whether matured or unmatured, in accordance with
the terms of this Indenture. Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by
this Indenture and that the waiver set forth in this Section 11.05 is
knowingly made in contemplation of such benefits.


 


SECTION 11.06.  Obligations Continuing.  Subject to Section 11.04, the
Obligations of each Guarantor hereunder shall be continuing and shall remain in
full force and effect until all the Obligations have been paid and satisfied in
full.


 


SECTION 11.07.  Obligations Reinstated.  Subject to Section 11.04, the
Obligations of each Guarantor hereunder shall continue to be effective or shall
be reinstated, as the case may be, if at any time any payment which would
otherwise have reduced the Obligations of any Guarantor hereunder (whether such
payment shall have been made by or on behalf of the Company or by or on behalf
of a Guarantor) is rescinded or reclaimed from any of the Holders upon the
insolvency, bankruptcy, liquidation or reorganization of the Company or any
Guarantor or otherwise, all as though such payment had not been made. If demand
for, or acceleration of the time for, payment by the Company is stayed upon the
insolvency, bankruptcy, liquidation or reorganization of the Company, all such
Obligations otherwise subject to demand for payment or acceleration shall
nonetheless be payable by each Guarantor as provided herein.


 


SECTION 11.08.  Waiver.  Without in any way limiting the provisions of
Section 11.01, each Guarantor hereby waives notice or proof of reliance by
the Holders upon the Obligations of any Guarantor hereunder, and diligence,
presentment, demand for payment on the Company, protest or notice of dishonor
of any of the Obligations.


 


SECTION 11.09.  No Obligation to Take Action Against the
Company.  Neither the Trustee nor any
other Person shall have any obligation to enforce or exhaust any rights or
remedies or to take any other steps under any security for the Obligations or
against the Company or any other Person or any property of the Company or any
other Person before the Trustee is entitled to demand payment and performance
by any or all Guarantors of their liabilities and Obligations under this
Indenture.


 


SECTION 11.10.  Default and Enforcement.  If any Guarantor fails to pay in accordance
with Section 11.01, the Trustee may proceed in its name as trustee
hereunder in the enforcement of the Guarantee of any such Guarantor and such
Guarantor’s Obligations hereunder by any remedy provided by law, whether by
legal proceedings or otherwise, and to recover from such Guarantor the
Obligations under this Indenture.


 


SECTION 11.11.  Amendment, Etc.  No amendment, modification or waiver of any
provision of this Indenture relating to any Guarantor or consent to any
departure by any Guarantor or any other Person from any such provision will in
any event be effective unless it is signed by such Guarantor and the Trustee,
other than a release pursuant to Section 11.04.


 


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SECTION 11.12.  Acknowledgment.  Each Guarantor hereby acknowledges
communication of the terms of this Indenture and the Securities and consents to
and approves of the same.


 


SECTION 11.13.  Costs and Expenses.  Each Guarantor shall pay on demand by the Trustee
any and all reasonable costs, fees and expenses (including, without limitation,
reasonable legal fees and disbursements) incurred by the Trustee, its agents,
advisors and counsel or any of the Holders in enforcing any of their rights
under any Guarantee.


 


SECTION 11.14.  No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Trustee or the Holders, any right, remedy, power
or privilege under this Indenture or the Securities, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege under this Indenture or the Securities preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges in the Guarantee under
this Indenture, the Securities and any other document or instrument between a
Guarantor and/or the Company and the Trustee are cumulative and not exclusive
of any rights, remedies, powers and privilege provided by law.


 


SECTION 11.15.  Successors and Assigns.  Each Guarantee shall be binding upon and
inure to the benefit of each Guarantor and the Trustee and the other Holders
and their respective successors and permitted assigns, except that no Guarantor
may assign any of its Obligations hereunder.


 


SECTION 11.16.  Contribution.  In order to provide for just and equitable
contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (such Guarantor, a “Funding Guarantor”) under its Guarantee,
such Funding Guarantor shall be entitled to contribution from all other
Guarantors in a pro rata amount
based on the net assets (determined in accordance with GAAP) of each Guarantor
(including the Funding Guarantor) for all payments, damages and expenses
incurred by that Funding Guarantor in discharging the Company’s Obligations
with respect to the Securities or any other Guarantor’s Obligations with
respect to its Guarantee hereunder.


 


SECTION 11.17.  Future Guarantors.  The Company shall cause each of its
Restricted Subsidiaries to the extent required by Section 4.19, in each
case, to execute and deliver a supplemental indenture and thereby become a
Guarantor bound by the Guarantee of the Securities on the terms set forth in
this Article 11; provided that no Subsidiary organized outside the
United States of America and no Unrestricted Subsidiary shall be required to
become a Guarantor.


 


ARTICLE 12


 


Subordination
of Guarantee


 


SECTION 12.01.  Guarantee Obligations Subordinated to
Senior Debt.  Each Guarantor
covenants and agrees, and the Trustee and each Holder of the Securities by its
or 


 


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his acceptance thereof
likewise covenant and agree, that all Guarantees shall be issued subject to the
provisions of this Article 12; and each Person holding any Guarantee,
whether upon original issue or upon transfer, assignment or exchange thereof,
accepts and agrees that all payments of the principal of and interest on the
Securities pursuant to the Guarantee made by or on behalf of such Guarantor
shall, to the extent and in the manner set forth in this Article 12, be
subordinated and junior in right of payment to the prior payment in full in
cash of all amounts payable under such Guarantor’s Senior Debt, whether
outstanding on the Issue Date or thereafter incurred.


 


SECTION 12.02.  No Payment on Guarantee in Certain
Circumstances.  

(a)  No direct or indirect payment by or on behalf of any Guarantor of
principal of or interest on the Securities, whether pursuant to the terms of
the Securities or the Guarantees, including any deposit to the defeasance trust
pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale
Offer or Change of Control Offer or otherwise, shall be made to the Holders of
Securities (except that holders of Securities may receive and retain payments
made from the defeasance trust described under Article 8) if (i) a
default in the payment of the principal of or interest on Designated Senior
Debt of such Guarantor occurs and is continuing beyond any applicable period of
grace or (ii) any other default occurs and is continuing with respect to
Designated Senior Debt of such Guarantor that permits holders of the Designated
Senior Debt of such Guarantor as to which such default relates to accelerate
its maturity and the Trustee receives a written notice of such other default (a
“Guarantor Payment Blockage Notice”)
from the Company or a Guarantor or the holders of any such Designated Senior
Debt (with a copy to the Company) until all Obligations with respect to such
Designated Senior Debt are paid in full in cash; provided, that payments
on the Securities shall be resumed (x) in the case of a payment default,
upon the date on which such default is cured, waived or ceases to exist and (y) in
case of a nonpayment default, the earlier of the date on which such nonpayment
default is cured, waived or ceases to exist and 179 days after the date on
which the applicable Guarantor Payment Blockage Notice is received by the
Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”), unless
the maturity of any such Designated Senior Debt has been accelerated (and
written notice of such acceleration has been received by the Trustee).


 


Notwithstanding
anything herein or in the Securities to the contrary, (x) in no event
shall a Guarantor Payment Blockage Period extend beyond 179 days from the date
the Guarantor Payment Blockage Notice in respect thereof was given and (y) not
more than one Guarantor Payment Blockage Period may be commenced with respect
to the Securities during any period of 360 consecutive days. No nonpayment
default that existed or was continuing on the date of delivery of any Guarantor
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Guarantor Payment Blockage Notice (it being understood that any
subsequent action, or any breach of any covenant for a period commencing after
the date of receipt by the Trustee of such Guarantor Payment Blockage Notice,
that, in either case, would give rise to such a default pursuant to any
provisions under which a default previously existed or was continuing shall
constitute a new default for this purpose).


 


(b)  In the event
that, notwithstanding the foregoing, any payment shall be received by the
Trustee or any Holder when such payment is prohibited by Section 12.02(a),



 


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such payment shall be held in trust for the benefit
of, and shall be paid over or delivered to, the holders of such Designated
Senior Debt or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Designated Senior Debt may
have been issued, as their respective interests may appear, but only to the
extent that, upon notice from the Trustee to the holders of such Designated
Senior Debt that such prohibited payment has been made, the holders of such
Designated Senior Debt (or their representative or representatives or a
trustee) notify the Trustee in writing of the amounts then due and owing on
such Designated Senior Debt, if any, and only the amounts specified in such
notice to the Trustee shall be paid to the holders of such Designated Senior
Debt.


 


SECTION 12.03.
 Payment Over of Proceeds upon
Dissolution, etc.  

(a)  Upon any payment or distribution of assets or securities of any
Guarantor of any kind or character, whether in cash, property or securities,
upon any dissolution or winding-up or liquidation or reorganization of such
Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other similar proceedings, an assignment for the benefit of
creditors or any marshaling of such Guarantor’s assets, the holders of Senior
Debt of such Guarantor shall be entitled to receive payment in full in cash of
all Obligations due in respect of such Senior Debt before the Holders of the
Securities or the Trustee on behalf of such Holders shall be entitled to
receive any payment by such Guarantor of the principal of or interest on the
Securities pursuant to its Guarantee, or any payment to acquire any of the
Securities for cash, property or securities, or any distribution with respect
to the Securities of any cash, property or securities (except that Holders may
receive and retain (I) Permitted Junior Securities and (II) payments
made from the defeasance trust described under Article 8). Before any
payment (other than Permitted Junior Securities or by virtue of the defeasance
trust) may be made by, or on behalf of, any Guarantor of the principal of or
interest on the Securities upon any such dissolution or winding-up or
liquidation or reorganization, any payment or distribution of assets or
securities of such Guarantor of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee
on their behalf would be entitled, but for the subordination provisions of this
Indenture, shall be made by such Guarantor or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, directly to the holders of the Senior Debt of such Guarantor (pro rata to such holders on the basis of
the respective amounts of such Senior Debt held by such holders) or their
representatives or to the trustee or trustees or agent or agents under any
agreement or indenture pursuant to which any such Senior Debt may have been
issued, as their respective interests may appear, to the extent necessary to
pay all such Senior Debt in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Debt.


 


(b)  In the event
that, notwithstanding the foregoing provision prohibiting such payment or
distribution, any payment or distribution of assets or securities of a
Guarantor of any kind or character, whether in cash, property or securities,
shall be received by the Trustee or any Holder of Securities at a time when
such payment or distribution is prohibited by Section 12.03(a) and
before all Obligations in respect of the Senior Debt of such Guarantor are paid
in full in cash, or payment provided for, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or delivered
to, the holders of such Senior Debt (pro rata to
such holders on the basis of the respective amounts of 


 


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Senior Debt held by such holders) or their
respective representatives, or to the trustee or trustees or agent or agents
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the
payment of the Senior Debt remaining unpaid until all such Senior Debt has been
paid in full in cash after giving effect to any prior or concurrent payment,
distribution or provision therefor to or for the holders of such Senior Debt; provided
that the Trustee shall be entitled to receive from the holders of Senior Debt
written notice of the amounts owing on the Senior Debt.


 


The
consolidation of a Guarantor with, or the merger of a Guarantor with or into,
another Person or the liquidation or dissolution of a Guarantor following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another Person upon the terms and conditions provided in Article 5
shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 12.03 if such other Person shall, as a part
of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article 5.


 


SECTION 12.04.  Subrogation.  Upon the payment in full in cash of all
Senior Debt of a Guarantor, or provision for payment, the Holders of the Securities
shall be subrogated to the rights of the holders of Senior Debt to receive
payments or distributions of cash, property or securities of such Guarantor
made on Senior Debt of such Guarantor until the principal of and interest on
the Securities shall be paid in full in cash; and, for the purposes of such
subrogation, no payments or distributions to the holders of Senior Debt of any
cash, property or securities to which the Holders of the Securities or the
Trustee on their behalf would be entitled except for the provisions of this Article 12,
and no payment over pursuant to the provisions of this Article 12 to the
holders of the Senior Debt by Holders of the Securities or the Trustee on their
behalf shall, as between such Guarantor, its creditors other than holders of
such Senior Debt of such Guarantor, and the Holders of the Securities, be
deemed to be a payment by such Guarantor to or on account of the Senior Debt of
such Guarantor. It is understood that the provisions of this Article 12
are and are intended solely for the purpose of defining the relative rights of
the Holders of the Securities, on the one hand, and the holders of Senior Debt,
on the other hand.


 


If
any payment or distribution to which the Holders of the Securities would
otherwise have been entitled but for the provisions of this Article 12
shall have been applied, pursuant to the provisions of this Article 12, to
the payment of all amounts payable under Senior Debt, then and in such case,
the Holders of the Securities shall be entitled to receive from the holders of
such Senior Debt any payments or distributions received by such holders of
Senior Debt in excess of the amount required to make payment in full, or
provision for payment, of such Senior Debt.


 


SECTION 12.05.  Obligations of Guarantor Unconditional.  Nothing contained in this Article 12 or
elsewhere in this Indenture or in the Securities is intended to or shall
impair, as between any Guarantor and the Holders of the Securities, the
obligation of such Guarantor, which is absolute and unconditional, to pay to
the Holders of the Securities the principal of and interest on the Securities
as and when the same shall become due and payable in accordance with the terms
of its Guarantee, or is intended to or shall affect the relative rights of the
Holders of the Securities and creditors of the Guarantors other than the 


 


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holders of Senior Debt of
the Guarantors, nor shall anything herein or therein prevent the Holder of any
Security or the Trustee on their behalf from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article 12 of the holders of Senior Debt of the
Guarantors in respect of cash, property or securities of the Guarantors
received upon the exercise of any such remedy.


 


Without
limiting the generality of the foregoing, nothing contained in this Article 12
shall restrict the right of the Trustee or the Holders of Securities to take
any action to declare the Securities to be due and payable prior to their
stated maturity pursuant to Section 6.01 or to pursue any rights or
remedies hereunder; provided, however, that all Senior Debt of
any Guarantor then due and payable shall first be paid in full before the
Holders of the Securities or the Trustee are entitled to receive any direct or
indirect payment from such Guarantor of principal of or interest on the
Securities pursuant to such Guarantor’s Guarantee.


 


SECTION 12.06.  Notice to Trustee.  The Company and the Guarantors shall give
prompt written notice to the Trustee of any fact known to the Company or the
Guarantors which would prohibit the making of any payment to or by the Trustee
in respect of the Guarantees pursuant to the provisions of this Article 12.
The Trustee shall not be charged with knowledge of the existence of any event
of default with respect to any Senior Debt of the Guarantors or of any other
facts which would prohibit the making of any payment to or by the Trustee
unless and until the Trustee shall have received notice in writing at its
Corporate Trust Office to that effect signed by an Officer of the Company or a
Guarantor, or by a holder of Senior Debt of a Guarantor or trustee or agent
therefor; and prior to the receipt of any such written notice, the Trustee
shall, subject to Article 7, be entitled to assume that no such facts
exist; provided that if the Trustee shall not have received the notice
provided for in this Section 12.06 at least two Business Days prior to the
date upon which by the terms of this Indenture any moneys shall become payable
for any purpose (including, without limitation, the payment of the principal of
or interest on any Security), then, regardless of anything herein to the
contrary, the Trustee shall have full power and authority to receive any moneys
from the Guarantors and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date. Nothing contained in this Section 12.06
shall limit the right of the holders of Senior Debt of the Guarantors to
recover payments as contemplated by Section 12.03. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person representing
himself or itself to be a holder of any Senior Debt of a Guarantor (or a
trustee on behalf of, or other representative of, such holder) to establish
that such notice has been given by a holder of Senior Debt of a Guarantor or a
trustee or representative on behalf of any such holder.


 


In
the event that the Trustee determines in good faith that any evidence is
required with respect to the right of any Person as a holder of Senior Debt of
the Guarantors to participate in any payment or distribution pursuant to this Article 12,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt of the Guarantors
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 12, and if such evidence is not furnished,
the 


 


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Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.


 


SECTION 12.07.  Reliance on Judicial Order or Certificate
of Liquidating Agent.  Upon any
payment or distribution of assets or securities of any Guarantor referred to in
this Article 12, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which bankruptcy, dissolution, winding-up, liquidation or
reorganization proceedings are pending, or upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Securities for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of Senior Debt and other Indebtedness of such
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 12.


 


SECTION 12.08.  Trustee’s Relation to Senior Debt of
Guarantors.  The Trustee and any
Paying Agent shall be entitled to all the rights set forth in this Article 12
with respect to any Senior Debt of the Guarantors which may at any time be held
by it in its individual or any other capacity to the same extent as any other
holder of Senior Debt of the Guarantors, and nothing in this Indenture shall
deprive the Trustee or any Paying Agent of any of its rights as such holder.


 


With
respect to the holders of Senior Debt of the Guarantors, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 12, and no implied covenants or
obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt of the Guarantors. The Trustee
shall not be liable to any such holders if the Trustee shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of Senior
Debt of the Guarantors shall be entitled by virtue of this Article 12 or
otherwise.


 


SECTION 12.09.  Subordination Rights Not Impaired by Acts
or Omissions of the Guarantors or Holders of their Senior Debt.  No right of any present or future holders of
any Senior Debt of the Guarantors to enforce subordination as provided herein
shall at any time in any way be prejudiced or impaired by any act, including
any amendment to this Article 12 without the consent of the holders of
such Senior Debt, or failure to act on the part of any Guarantor or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance
by any Guarantor with the terms of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with. The
provisions of this Article 12 are intended to be for the benefit of, and
shall be enforceable directly by, the holders of Senior Debt of the Guarantors.


 


SECTION 12.10.  Securityholders Authorize Trustee to
Effectuate Subordination of Guarantees. 
Each Holder of Securities by its or his acceptance of such Securities
authorizes and expressly directs the Trustee on its or his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article 


 


89

















 


12, and appoints the
Trustee its or his attorney-in-fact for such purposes, including, in the event
of any dissolution, winding-up, liquidation or reorganization of any Guarantor
(whether in bankruptcy, insolvency, receivership, reorganization or similar
proceedings or upon an assignment for the benefit of creditors or otherwise)
tending towards liquidation of the business and assets of such Guarantor, the
filing of a claim for the unpaid balance of its or his Securities in the form
required in those proceedings.


 


SECTION 12.11.  This Article Not to Prevent Events of
Default.  The failure to make a
payment on account of principal of or interest on the Securities by reason of
any provision of this Article 12 shall not be construed as preventing the
occurrence of an Event of Default specified in Section 6.01.


 


SECTION 12.12.  Trustee’s Compensation Not Prejudiced.  Nothing in this Article 12 shall apply
to amounts due to the Trustee pursuant to other sections in this Indenture.


 


SECTION 12.13.  No Waiver of Guarantee Subordination
Provisions.  Without in any way
limiting the generality of Section 12.09, the holders of Senior Debt of
the Guarantors may, at any time and from time to time, without the consent of
or notice to the Trustee or the Holders of the Securities, without incurring
responsibility to the Holders of the Securities and without impairing or
releasing the subordination provided in this Article 12 or the obligations
hereunder of the Holders of the Securities to the holders of such Senior Debt,
do any one or more of the following: (a) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, such Senior
Debt or any instrument evidencing the same or any agreement under which Senior
Debt of the Guarantors is outstanding or secured; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Debt; (c) release any Person liable in any manner for
the collection of such Senior Debt; and (d) exercise or refrain from
exercising any rights against the Guarantor and any other Person.


 


SECTION 12.14.  Payments May be Paid Prior to
Dissolution.  Nothing contained in
this Article 12 or elsewhere in this Indenture shall prevent (i) the
Guarantors, except under the conditions described in Section 12.02, from making
payments of principal of and interest on the Securities, or from depositing
with the Trustee any moneys for such payments or from effecting a termination
of the Guarantors’ obligations under the Securities and this Indenture as
provided in Article 8, or (ii) the application by the Trustee of any
moneys deposited with it for the purpose of making such payments of principal
of and interest on the Securities, to the Holders entitled thereto unless at
least two Business Days prior to the date upon which such payment becomes due
and payable, the Trustee shall have received the written notice provided for in
Section 12.02(b) or in Section 12.06. The Company shall give
prompt written notice to the Trustee of any dissolution, winding-up,
liquidation or reorganization of any Guarantor.


 


90

















 


ARTICLE 13


 


Miscellaneous


 


SECTION 13.01.  TIA Controls.  If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required to be included
in this Indenture by the TIA, the required provision shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or excluded, as the case may be.


 


SECTION 13.02.  Notices.  Any notices or other communications required
or permitted hereunder shall be in writing, and shall be sufficiently given if
made by hand delivery, by telecopier, by reputable overnight delivery service,
or registered mail, postage prepaid, return receipt requested, addressed as
follows:


 


	
   

  	
  if
  to the Company or any other Guarantor:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Scientific Games Corporation

  	
   

  
	
   

  	
  750 Lexington Avenue, 25th Floor 

  	
   

  
	
   

  	
  New York, New York 10022

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: 

  	
  Ira H. Raphaelson, Esq.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile: 

  	
  (212) 754-2372

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  with
  a copy to

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Latham & Watkins LLP 

  	
   

  
	
   

  	
  885 Third Avenue

  	
   

  
	
   

  	
  New York, New York 10022-4834

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention: 

  	
  Marc D. Jaffe, Esq.

  	
   

  
	
   

  	
   

  	
  Senet Bischoff, Esq.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile: 

  	
  (212) 751-4864

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  if
  to the Trustee:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The Bank of Nova Scotia Trust Company of New York

  	
   

  
	
   

  	
  1 Liberty Plaza

  	
   

  
	
   

  	
  New York, NY 10006

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Corporate Trust Administration

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212) 225-5436

  	
   

  



 


91

















 


Each
of the Company, the Guarantors and the Trustee by written notice to each other
may designate additional or different addresses for notices to such Person. Any
notice or communication to the Company and the Guarantors shall be deemed to
have been given or made as of the date so delivered if personally delivered;
when answered back, if telexed; when receipt is acknowledged, if telecopied;
one (1) Business Day after mailing by reputable overnight courier; and
five (5) calendar days after mailing if sent by registered mail, postage
prepaid (except that, notwithstanding the foregoing, a notice of change of
address shall not be deemed to have been given until actually received by the
addressee). Notice to the Trustee shall be deemed given when actually received
by the Trustee.


 


Any
notice or communication mailed to a Securityholder shall be mailed to him by
first class mail or other equivalent means at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if
so mailed within the time prescribed.


 


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


 


SECTION 13.03.  Communications by Holders with Other
Holders.  Securityholders may
communicate pursuant to TIA § 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company,
the Trustee, the Registrar and any other Person shall have the protection of
TIA § 312(c).


 


SECTION 13.04.  Certificate and Opinion as to Conditions
Precedent.  Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee at the request of the
Trustee:


 


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


 


(2) 
an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.


 


SECTION 13.05.  Statements Required in Certificate or
Opinion.  Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture, other than the Officers’ Certificate of the Company required by Section 4.08(a),
shall include:


 


(1) 
a statement that the Person making such certificate or opinion has read such
covenant or condition and the definitions 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;


 


92

















 


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


 


(4) 
a statement as to whether or not, in the opinion of each such Person, such
condition or covenant has been complied with; provided, however,
that with respect to matters of fact an Opinion of Counsel may rely on an
Officers’ Certificate or certificates of public officials.


 


SECTION 13.06.  Rules by Trustee, Paying Agent,
Registrar.  The Trustee may make
reasonable rules in accordance with the Trustee’s customary practices for
action by or at a meeting of Holders. The Paying Agent or Registrar may make
reasonable rules for its functions.


 


SECTION 13.07.  Legal Holidays.  A “Legal
Holiday” used with respect to a particular place of payment is a
Saturday, a Sunday or a day on which banking institutions in New York, New
York, or at such place of payment are not required to be open. If a payment
date is a Legal Holiday at such place, payment may be made at such place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.


 


SECTION 13.08.  Governing Law.  THIS INDENTURE AND THE SECURITIES WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Indenture or the Securities.


 


SECTION 13.09.  No Adverse Interpretation of Other
Agreements.  This Indenture may not
be used to interpret another indenture, loan or debt agreement of any of the
Company or any of the Company’s Subsidiaries. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


 


SECTION 13.10.  No Recourse Against Others.  A director, officer, employee, stockholder or
incorporator, as such, of the Company or any Guarantor shall not have any
liability for any Obligations of the Company or any Guarantor under the
Securities, the Guarantees or this Indenture or for any claim based on, in
respect of or by reason of such Obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability.
Such waiver and release are part of the consideration for the issuance of the
Securities.


 


SECTION 13.11.  Successors.  All agreements of the Company in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successor.


 


93

















 


SECTION 13.12.  Duplicate Originals.  All parties may sign any number of copies of
this Indenture. Each signed copy or counterpart shall be an original, but all
of them together shall represent the same agreement.


 


SECTION 13.13.  Severability.  In case any one or more of the provisions in
this Indenture or in the Securities shall be held invalid, illegal or unenforceable,
in any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not
in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.


 


94
















 


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


 


	
   

  	
  SCIENTIFIC
  GAMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title:
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title:
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTOTOTE
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title:
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES SA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title:
  General Counsel and Secretary

  



 


95

















 


	
   

  	
  MDI
  ENTERTAINMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  Scientific Games International, Inc., as Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title: Vice President,
  General Counsel and Secretary of Scientific Games International, Inc.,

  
	
   

  	
  Sole Member of MDI Entertainment, LLC

  
	
   

  	
   

  
	
   

  	
  SCIENTIFIC
  GAMES RACING, LLC

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title:
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRACKPLAY
  LLC

  
	
   

  	
   

  
	
   

  	
  By:
  Scientific Games Racing, LLC, as Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title: Vice President,
  General Counsel and Secretary of Scientific Games Racing, LLC, Sole Member of
  Trackplay LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SG
  RACING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title:
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTOTOTE
  GAMING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Ira H. Raphaelson

  
	
   

  	
  Name:
  Ira H. Raphaelson

  
	
   

  	
  Title:
  Vice President and Secretary

  



 


96

















 


	
   

  	
  THE TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

  
	
   

  	
   

  
	
   

  	
  /s/
  Warren A. Goshine

  
	
   

  	
  Name:
  Warren A. Goshine

  
	
   

  	
  Title:
  Vice President

  



 


97

















 


APPENDIX A


 


PROVISIONS RELATING TO INITIAL SECURITIES,

ADDITIONAL SECURITIES,

AND EXCHANGE SECURITIES


 


1.  Definitions


 


1.1  Definitions


 


Capitalized
terms used in this Appendix and not otherwise defined shall have the meanings
provided in the Indenture.  For the
purposes of this Appendix A and the Indenture as a whole, the following terms
shall have the meanings indicated below:


 


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


 


“Definitive
Security” means a certificated Initial Security or Exchange Security (bearing
the Restricted Securities Legend if the transfer of such Security is restricted
by applicable law) that does not include the Global Securities Legend.


 


“Depositary”
means The Depository Trust Company, its nominees and their respective
successors or another Person designated as Depositary by the Company, which
must be a clearing agency registered under the Exchange Act.


 


“Distribution
Compliance Period”, with respect to any Securities, means the period of 40
consecutive days beginning on and including the later of (i) the day on
which such Securities are first offered to Persons other than distributors (as
defined in Regulation S under the Securities Act) in reliance on Regulation S
and (ii) the issue date with respect to such Securities.


 


“Exchange
Securities” means (1) the
8.125% Senior Subordinated Notes
due 2018 issued pursuant to this Indenture in connection with a Registered Exchange Offer pursuant
to a Registration Rights
Agreement and (2) Additional
Securities, if any, issued pursuant to a registration statement filed with the
Commission under the Securities Act.


 


“Global
Securities Legend” means the legend set forth under that caption in Exhibit 1
to this Appendix.


 


“Initial
Purchasers” means (1) with respect to the Initial Securities issued on the
Issue Date, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC,
Goldman, Sachs & Co., UBS Securities LLC, Cowen and Company, LLC,
Daiwa Securities America Inc., HSBC Securities (USA) Inc., ING Financial
Markets LLC, Mitsubishi UFJ Securities (USA), Inc., Scotia Capital (USA), Inc.
and UniCredit Capital Markets, Inc. and (2) with respect to each
issuance of Additional Securities, the Persons purchasing such Additional
Securities under the related Purchase Agreement.


 


A-1

















 


“Initial
Securities” means (1) $250.0
million aggregate principal amount of 8.125% Senior Subordinated Notes due 2018 issued on the Issue Date and (2) Additional Securities, if any,
issued in a transaction exempt from the registration requirements of the
Securities Act.


 


“Purchase
Agreement” means (1) with respect to the Initial Securities issued on the
Issue Date, the Purchase Agreement dated as of September 8, 2010, among
the Company, the Guarantors party thereto and the representative for the
Initial Purchasers and (2) any other similar purchase or underwriting
agreement relating to Additional Securities.


 


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


 


“Registered
Exchange Offer” means the offer by the Company, pursuant to a Registration
Rights Agreement, to certain Holders of Initial Securities, to issue and
deliver to such Holders, in exchange for their Initial Securities, a like
aggregate principal amount of Exchange Securities registered under the
Securities Act.


 


“Registration
Rights Agreement” means (1) with respect to the Initial Securities issued
on the Issue Date, the Registration Rights Agreement dated September 22,
2010, among the Company, the Guarantors party thereto and the representative
for the Initial Purchasers and (2) any other similar Registration Rights
Agreement relating to Additional Securities.


 


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


 


“Regulation
S Securities” means all Initial Securities offered and sold outside the United
States in reliance on Regulation S.


 


“Restricted
Securities Legend” means the legend set forth in Section 2.3(e)(i) herein.


 


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


 


“Rule 144A
Securities” means all Initial Securities offered and sold to QIBs in reliance
on Rule 144A.


 


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


 


“Securities
Custodian” means the custodian with respect to a Global Security (as appointed
by the Depositary) or any successor person thereto, who shall initially be the
Trustee.


 


“Shelf
Registration Statement” means a registration statement filed by the Company in
connection with the offer and sale of Initial Securities pursuant to a
Registration Rights Agreement.


 


“Transfer
Restricted Securities” means Definitive Securities and any other Securities
that bear or are required to bear the Restricted Securities Legend.


 


A-2

















 


1.2  Other Definitions


 


	
  Term:

  	
   

  	
  Defined in Section:

  
	
   

  	
   

  	
   

  
	
  “Agent
  Members”

  	
   

  	
  2.1(c)

  
	
  “Global
  Security”

  	
   

  	
  2.1(b)

  
	
  “Regulation
  S Global Security”

  	
   

  	
  2.1(b)

  
	
  “Rule 144A
  Global Security”

  	
   

  	
  2.1(b)

  



 


2.  The
Securities


 


2.1  Form and Dating


 


(a) 
The Initial Securities issued on the date hereof will be (i) offered and
sold by the Company pursuant to a Purchase Agreement and (ii) resold,
initially only to (1) QIBs in reliance on Rule 144A and (2) Persons
other than U.S. Persons (as defined in Regulation S) in reliance on
Regulation S.  Such Initial Securities
may thereafter be transferred to, among others, QIBs and purchasers in reliance
on Regulation S.  Additional Securities
offered after the date hereof may be offered and sold by the Company from time
to time pursuant to one or more Purchase Agreements in accordance with
applicable law.


 


(b) 
Global Securities.  Rule 144A
Securities shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”) and Regulation S Securities
shall be issued initially in the form of one or more global Securities
(collectively, the “Regulation S Global
Security”), in each case without interest coupons and bearing the
Global Securities Legend and Restricted Securities Legend, which shall be
deposited on behalf of the purchasers of the Securities represented thereby
with the Securities Custodian, and registered in the name of the Depositary or
a nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as provided in this Indenture. 
Beneficial ownership interests in the Regulation S Global Security shall
not be exchangeable for interests in the Rule 144A Global Security or any
other Security without a Restricted Securities Legend until the expiration of
the Distribution Compliance Period.  The Rule 144A
Global Security and the Regulation S Global Security are each referred to
herein as a “Global Security” and are
collectively referred to herein as “Global Securities”;
provided that the term “Global Security” when used in Sections 2.1(b),
2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in
global form issued in connection with a Registered Exchange Offer.  The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee.  For purposes of this Indenture, Securities
resold after an initial resale thereof to “institutional accredited investors”
(as defined in Rule 501(a)(1), (2), (3) and (7) under the
Securities Act) will be treated in the same manner as the Rule 144A Global
Security.


 


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


 


The
Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) and
Section 2.02 of this Indenture, and pursuant to an authentication order 


 


A-3

















 


delivered
to the Trustee pursuant to Section 2.02 of this Indenture, authenticate
and deliver initially one or more Global Securities that (i) shall be
registered in the name of the Depositary for such Global Security or Global
Securities or the nominee of such Depositary and (ii) shall be delivered
by the Trustee to such Depositary or pursuant to such Depositary’s instructions
or held by the Trustee as Securities Custodian.


 


Members
of, or participants in, the Depositary (“Agent Members”)
shall have no rights under this Indenture with respect to any Global Security held
on their behalf by the Depositary or by the Trustee as Securities Custodian or
under such Global Security, and the Depositary may be treated by the Company,
the Trustee and any agent of the Company (including any Agent) or the Trustee
as the absolute owner of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company (including
any Agent) or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between
the Depositary and its Agent Members, the operation of customary practices of
such Depositary governing the exercise of the rights of a holder of a
beneficial interest in any Global Security.


 


(d) 
Definitive Securities.  Except as
provided in Section 2.3 or 2.4, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of certificated
Securities.


 


2.2  Authentication of Exchange Securities.  The Trustee shall authenticate and make
available for delivery upon a written order of the Company signed by two
Officers Exchange Securities for issue only in a Registered Exchange Offer
pursuant to a Registration Rights Agreement and for a like principal amount of
Initial Securities exchanged pursuant thereto. 
Such order shall specify the amount of the Securities to be
authenticated and the date the Exchange Securities are to be authenticated.  The aggregate principal amount of Securities
that may be outstanding at any time is unlimited.


 


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


 


(i)  to register the transfer of such Definitive Securities; or


 


(ii)  to exchange such Definitive Securities for an equal
principal amount of Definitive Securities of other authorized denominations,


 


the
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:


 


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


 


(2)  in the case of Transfer Restricted Securities, are
accompanied by the following additional information and documents, as
applicable:


 


A-4

















 


(A)  if such Definitive Securities are being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect (in
the form set forth on the reverse side of the Initial Security); or


 


(B)  if such Definitive Securities are being
transferred to the Company, a certification to that effect (in the form set
forth on the reverse side of the Initial Security); or


 


(C)  if such Definitive Securities are being
transferred pursuant to an exemption from registration in accordance with Rule 144
under the Securities Act or in reliance upon another exemption from the
registration requirements of the Securities Act, (x) a certification to
that effect (in the form set forth on the reverse side of the Initial Security)
and (y) if the Company so requests, an Opinion of Counsel or other
evidence reasonably satisfactory to it as to the compliance with the
restrictions set forth in Section 2.3(e)(i).


 


(b) 
Restrictions on Transfer of a Definitive Security for a Beneficial Interest
in a Global Security.  A Definitive
Security may not be exchanged for a beneficial interest in a Global Security
except upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Registrar, together with:


 


(i) certification (in the form set forth on the reverse side of
the Initial Security) that such Definitive Security is being transferred (1) to
a QIB in accordance with Rule 144A or (2) outside the United States
in an offshore transaction within the meaning of Regulation S and in compliance
with Rule 904 under the Securities Act;


 


(ii) if the Company so requests, an Opinion of Counsel or other
evidence reasonably satisfactory to it as to the compliance with the
restrictions set forth in the legend set forth in Section 2.3(e)(i); and


 


(iii) written instructions directing the Trustee to make, or to
direct the Securities Custodian to make, an adjustment on its books and records
with respect to such Global Security to reflect an increase in the aggregate
principal amount of the Securities represented by the Global Security, such instructions
to contain information regarding the Depositary account to be credited with
such increase,


 


then
the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Definitive Security so canceled.  If no Global Securities are then outstanding
and the Global Security has not been previously exchanged 


 


A-5

















 


for
certificated securities pursuant to Section 2.4, the Company shall issue
and the Trustee shall authenticate, in accordance with Section 2.02 of
this Indenture, a new Global Security in the appropriate principal amount.


 


(c)  Transfer and Exchange of Global
Securities.  (i)  The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the
procedures of the Depositary therefor.  A
transferor of a beneficial interest in a Global Security shall deliver a
written order given in accordance with the Depositary’s procedures containing
information regarding the participant account of the Depositary to be credited
with a beneficial interest in such Global Security or another Global Security
and such account shall be credited in accordance with such order with a
beneficial interest in the applicable Global Security and the account of the
Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Security being transferred.  Transfers by an owner of a beneficial
interest in the Rule 144A Global Security to a transferee who takes
delivery of such interest through the Regulation S Global Security, whether
before or after the expiration of the Distribution Compliance Period, shall be
made only upon receipt by the Trustee of a certification from the transferor in
the form provided on the reverse of the Initial Securities to the effect that
such transfer is being made in accordance with Regulation S or (if available) Rule 144
under the Securities Act.


 


(ii)  If the proposed transfer is a transfer of a beneficial
interest in one Global Security to a beneficial interest in another Global
Security, the Registrar shall reflect on its books and records the date and an
increase in the principal amount of the Global Security to which such interest
is being transferred in an amount equal to the principal amount of the interest
to be so transferred, and the Registrar shall reflect on its books and records
the date and a corresponding decrease in the principal amount of the Global
Security from which such interest is being transferred.


 


(iii)  Notwithstanding any other provisions of this Appendix
(other than the provisions set forth in Section 2.4), a Global Security
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.


 


(iv)  In the event that a Global Security is exchanged for
Definitive Securities pursuant to Section 2.4 prior to the consummation of
a Registered Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Securities, such Securities may be exchanged
only in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.3 (including the certification
requirements set forth on the reverse of the Initial Securities intended to
ensure that such transfers comply with Rule 144A, Regulation S or such
other applicable exemption from registration under the Securities Act, as the
case may be) and such other procedures as may from time to time be adopted by
the Company.


 


A-6
















 


(d)  Restrictions on Transfer of Regulation
S Global Security.  (i) Prior to
the expiration of the Distribution Compliance Period, interests in the
Regulation S Global Security may only be sold, pledged or transferred in
accordance with the Applicable Procedures and only (1) to the Company, (2) so
long as such Security is eligible for resale pursuant to Rule 144A, to a
person whom the selling holder reasonably believes is a QIB that purchases for
its own account or for the account of a QIB to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, (3) in
an offshore transaction in accordance with Regulation S, (4) pursuant to
an exemption from registration under the Securities Act provided by Rule 144
(if applicable) under the Securities Act or (5) pursuant to an effective
registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States.  Prior to the expiration of the Distribution
Compliance Period, transfers by an owner of a beneficial interest in the
Regulation S Global Security to a transferee who takes delivery of such
interest through the Rule 144A Global Security shall be made only in
accordance with Applicable Procedures and upon receipt by the Trustee of a
written certification from the transferor of the beneficial interest in the
form provided on the reverse of the Initial Security to the effect that such
transfer is being made to a QIB within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A.  Such written certification shall no longer be
required after the expiration of the Distribution Compliance Period.


 


(ii)  Upon the expiration of the Distribution Compliance Period,
beneficial ownership interests in the Regulation S Global Security shall be
transferable in accordance with applicable law and the other terms of this
Indenture.


 


(e)  Legend.


 


(i)  Except as permitted by the following paragraphs (ii), (iii) or
(iv), each Security certificate evidencing the Global Securities and the
Definitive Securities (and all Securities issued in exchange therefor or in
substitution thereof) shall bear a legend in substantially the following form
(each defined term in the legend being defined as such for purposes of the
legend only):


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE
CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON 


 


A-7

















 


WHICH
THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT
PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT.


 


Each
Definitive Security shall also bear the following additional legend:


 


IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(ii)  Upon any sale or transfer of a Transfer Restricted Security
that is a Definitive Security, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Security for a Definitive Security that does
not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Security if the Holder certifies in
writing to the Registrar that its request for such exchange was made in
reliance on Rule 144 (such certification to be in the form set forth on
the reverse of the Initial Security).


 


(iii)  After a transfer of any Initial Securities during the
period of the effectiveness of a Shelf Registration Statement with respect to
such Initial Securities, all requirements pertaining to the Restricted
Securities Legend on such Initial 


 


A-8

















 


Securities
shall cease to apply and the requirements that any such Initial Securities be
issued in global form shall continue to apply.


 


(iv)  Upon the consummation of a Registered Exchange Offer with
respect to the Initial Securities pursuant to which Holders of such Initial
Securities are offered Exchange Securities in exchange for their Initial
Securities, all requirements pertaining to Initial Securities that Initial
Securities be issued in global form shall continue to apply, and Exchange
Securities in global form without the Restricted Securities Legend shall be
available to Holders that exchange such Initial Securities in such Registered
Exchange Offer.


 


(v)  Upon a sale or transfer after the expiration of the
Distribution Compliance Period of any Initial Security acquired pursuant to
Regulation S, all requirements that such Initial Security bear the Restricted
Securities Legend shall cease to apply and the requirements requiring any such
Initial Security be issued in global form shall continue to apply.


 


(vi)  Any Additional Securities sold in a registered offering
shall not be required to bear the Restricted Securities Legend.


 


(f)  Cancelation or Adjustment of Global
Security.  At such time as all
beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancelation or retained and canceled by the Trustee.  At any time prior to such cancelation, if any
beneficial interest in a Global Security is exchanged for Definitive
Securities, transferred in exchange for an interest in another Global Security,
redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by
the Trustee or the Securities Custodian, to reflect such reduction.


 


(g)  Obligations with Respect to Transfers
and Exchanges of Securities.


 


(i)  To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate, Definitive Securities
and Global Securities at the Registrar’s request.


 


(ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable
in connection therewith (other than any such transfer taxes, assessments or
similar governmental charge payable upon exchanges pursuant to Sections 2.06,
3.06, 4.16 and 9.05 of this Indenture).


 


(iii)  Prior to the due presentation for registration of transfer
of any Security, the Company, the Trustee, the Paying Agent or the Registrar
may deem and treat the person in whose name a Security is registered as the
absolute owner of such Security for the purpose of receiving payment of
principal of and interest on such Security and 


 


A-9

















 


for
all other purposes whatsoever, whether or not such Security is overdue, and
none of the Company, the Trustee, the Paying Agent or the Registrar shall be
affected by notice to the contrary.


 


(iv)  All Securities issued upon any transfer or exchange pursuant
to the terms of this Indenture shall evidence the same debt and shall be
entitled to the same benefits under this Indenture as the Securities
surrendered upon such transfer or exchange.


 


(h)  No Obligation of the Trustee.


 


(i)  The Trustee shall
have no responsibility or obligation to any beneficial owner of a Global
Security, a member of, or a participant in the Depositary or any other Person
with respect to the accuracy of the records of the Depositary or its nominee or
of any participant or member thereof, with respect to any ownership interest in
the Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption or repurchase) or the payment of any
amount, under or with respect to such Securities.  All notices and communications to be given to
the Holders and all payments to be made to Holders under the Securities shall
be given or made only to the registered Holders (which shall be the Depositary
or its nominee in the case of a Global Security).  The rights of beneficial owners in any Global
Security shall be exercised only through the Depositary subject to the
applicable rules and procedures of the Depositary.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners.


 


(ii)  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of
any interest in any Security (including any transfers between or among
Depositary participants, members or beneficial owners in any Global Security)
other than to require delivery of such certificates, opinions and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by, the terms of this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


2.4  Definitive Securities


 


(a) 
A Global Security deposited with the Depositary or with the Trustee as
Securities Custodian pursuant to Section 2.1 or issued in connection with
a Registered Exchange Offer shall be transferred to the beneficial owners
thereof in the form of Definitive Securities in an aggregate principal amount
equal to the principal amount of such Global Security, in exchange for such
Global Security, only if such transfer complies with Section 2.3 and (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security or if at any time the Depositary ceases to
be a “clearing agency” registered under the Exchange Act, and a successor
depositary is not appointed by 


 


A-10

















 


the
Company within 90 days of such notice or after the Company becomes aware of
such cessation, (ii) an Event of Default has occurred and is continuing or
(iii) the Company, in its sole discretion, notifies the Trustee in writing
that it elects to cause the issuance of certificated Securities under this
Indenture.


 


(b) 
Any Global Security that is transferable to the beneficial owners thereof
pursuant to this Section 2.4 shall be surrendered by the Depositary to the
Trustee, to be so transferred, in whole or from time to time in part, without
charge, and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Global Security, an equal aggregate principal amount of
Definitive Securities of authorized denominations.  Any portion of a Global Security transferred
pursuant to this Section shall be executed, authenticated and delivered
only in denominations of $2,000 and any greater integral multiple of $1,000
thereof and registered in such names as the Depositary shall direct.  Any certificated Initial Security in the form
of a Definitive Security delivered in exchange for an interest in the Global
Security shall, except as otherwise provided by Section 2.3(e), bear the
Restricted Securities Legend.


 


(c) 
Subject to the provisions of Section 2.4(b), the registered Holder of a
Global Security may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to
take any action which a Holder is entitled to take under this Indenture or the
Securities.


 


(d) 
In the event of the occurrence of any of the events specified in Section 2.4(a)(i),
(ii) or (iii), the Company will promptly make available to the Trustee a
reasonable supply of Definitive Securities in fully registered form without
interest coupons.


 


A-11

















 


EXHIBIT 1

to

APPENDIX A


 


[FORM OF FACE OF INITIAL SECURITY]


 


[Global Securities Legend]


 


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


 


TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.


 


[[FOR
REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF
COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES
WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS
MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


 


[Restricted Securities Legend]


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE
CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE 


 


B-1

















 


OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM.  THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  IN THE CASE OF REGULATION S NOTES: BY ITS
ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT.


 


 [Definitive Securities Legend]


 


IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


B-2

















 


	
  No.         

  	
   

  	
  $                     

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No.                        

  



 


8.125%
Senior Subordinated Notes due
2018


 


Scientific
Games Corporation, a Delaware corporation, promises to pay to
[               ] or registered assigns, the principal
sum of [$         ] Dollars [as such sum
may be increased or reduced as reflected on the records of the Trustee in
accordance with the Indenture](1) on September 15, 2018.


 


Interest
Payment Dates:  September 15 and March 15


 


Record
Dates:  September 1 and March 1


 


Additional
provisions of this Security are set forth on the other side of this Security.


 


	
  SCIENTIFIC GAMES CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


	
  TRUSTEE’S
  CERTIFICATE OF

  	
   

  
	
   

  	
   

  	
  AUTHENTICATION

  	
   

  
				



 


Dated:


 


	
  THE BANK OF NOVA SCOTIA
  TRUST 

  	
   

  
	
   

  	
   

  	
  COMPANY OF NEW YORK

  	
   

  
				



 


	
   

  	
  as Trustee,
  certifies

  that this is one of

  the Securities referred

  to in the Indenture.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  







	
   

  	
   

  	
  (1) 
  Insert if a global security.

  	
   

  



 


B-3
















 


EXHIBIT A


 


[FORM OF REVERSE SIDE OF INITIAL SECURITY]


 


8.125% Senior Subordinated
Notes due 2018


 


1.     Interest


 


SCIENTIFIC
GAMES CORPORATION, a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above; provided, however, that if either (i) the Exchange
Offer Registration Statement (as defined in the Registration Rights Agreement)
is not filed with the Securities and Exchange Commission on or prior to the 180th
day after the Issue Date (the “Target Exchange Offer Filing Date”) or (ii) the
Exchange Offer (as defined in the Registration Rights Agreement) is not
completed or the Shelf Registration Statement, if required pursuant to Section 2(b) of
the Registration Rights Agreement, does not become effective on or prior to June 20,
2011 (the “Target Registration Date”), or (iii) the Shelf Registration
Statement, if required by the Registration Rights Agreement, has become
effective and thereafter either ceases to be effective or the Prospectus (as
defined in the Registration Rights Agreement) contained therein ceases to be
usable, in each case whether or not permitted by the Registration Rights
Agreement, at any time during the Shelf Effectiveness Period (as defined in the
Registration Rights Agreement), and such failure to remain effective or usable
exists for more than 30 days (whether or not consecutive) in any 12-month
period (each such event referred to in clauses (i), (ii) and (iii), a “Registration
Default”), additional interest will accrue on this Security at a rate of 0.25%
per annum (increasing by an additional 0.25% per annum after each consecutive
90-day period that occurs after the date on which such Registration Default
occurs up to a maximum additional interest rate of 1.00%) from and including
the date on which any such Registration Default shall occur to but excluding
the date on which all Registration Defaults have been cured; provided, further,
that in the event that the chief executive officer of the Company has determined,
in the good faith exercise of his reasonable business judgment, that filing the
Exchange Offer Registration Statement, or causing the completion of the
Exchange Offer or the effectiveness of the Shelf Registration Statement would
require the Company and the Guarantors to disclose a material financing,
acquisition, disposition or other corporate development and that such
disclosure is not in the best interests of the Company and the Guarantors, the
Target Exchange Offer Filing Date or the Target Registration Date, as
applicable, shall be suspended for up to 90 days as long as such condition
exists. All references in this
Security and in the Indenture to interest payable on any Security shall include
any such additional interest.  The
Company will pay interest semi-annually on September 15 and March 15
of each year (each an “Interest Payment Date”), commencing March 15, 2011.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from
September 22, 2010. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.


 


B-4

















 


The
Company shall pay interest at the rate of interest then borne by the Securities
on overdue installments of principal and on overdue installments of interest to
the extent lawful as provided in the Indenture.


 


2.     Method of
Payment


 


The
Company shall pay interest on the Securities (except defaulted interest) to the
Persons who are the registered Holders at the close of business on the Record
Date immediately preceding the Interest Payment Date even if the Securities are
cancelled after such Record Date and before the corresponding Interest Payment
Date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company shall pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts (“U.S. Legal Tender”). However, the Company may pay principal and
interest by wire transfer of federal funds, or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to
the Paying Agent or to a Holder at the Holder’s registered address.


 


3.     Paying Agent
and Registrar


 


Initially,
The Bank of Nova Scotia Trust Company of New York (the “Trustee”) will act as
Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to the Holders. The Company or any of the Company’s
Subsidiaries may act as Registrar or Paying Agent.


 


4.     Indenture


 


The
Company issued the Securities under an Indenture, dated as of September 22,
2010 (the “Indenture”), by and among the Company, the Guarantors named therein
and the Trustee. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”),
as in effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA and as it may be amended from time to
time. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of them. The Securities are senior subordinated obligations
of the Company initially limited in aggregate principal amount to $250,000,000
on the Issue Date, and, subject to compliance with Section 4.04 of the
Indenture, unlimited in aggregate principal amount thereafter.


 


5.     Optional
Redemption


 


On
and after September 15, 2014, the Company will be entitled, at its option
on one or more occasions, to redeem all or any portion of the Securities upon
not less than 30 nor more than 60 days’ notice, at the following redemption
prices (expressed as percentages of the principal amount thereof) if redeemed
during the twelve-month period commencing on September 15 of the years set
forth below, plus, in each case, accrued and unpaid interest to the Redemption
Date:


 


B-5

















 


	
  Period

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  104.063

  	
  %

  
	
  2015

  	
   

  	
  102.031

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


6.     Optional Redemption upon
Equity Offering


 


On
or prior to September 15, 2013, the Company may, at its option on one or
more occasions, redeem up to 35% of the initially outstanding aggregate
principal amount of the Securities (which includes Additional Securities, if
any) with the net cash proceeds contributed to the capital of the Company from
one or more Equity Offerings, at a redemption price equal to 108.125% of the
principal amount thereof, plus accrued and unpaid interest to the date of
redemption; provided, however, that:


 


(1)           at least 65% of the
initially outstanding aggregate principal amount of the Securities (which
includes Additional Securities, if any) remains outstanding immediately after
any such redemption; and


 


(2)           each such redemption occurs
within 120 days after the date of the related Equity Offering.


 


As
used in the preceding paragraph, “Equity Offering” means any private or public
offering of Qualified Capital Stock of the Company.


 


7.     Redemption at
Make-Whole Premium


 


At any time prior to September 15,
2014, the Company may redeem all or any portion of the Securities on one or
more occasions upon not less than 30 nor more than 60 days’ notice at a
redemption price equal to 100% of the principal amount of the Securities
redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if
any, to, the date of redemption subject to the rights of Holders of Securities
on the relevant Record Dates occurring prior to the Redemption Date to receive
interest due on the relevant Interest Payment Date.


 


As
used in the preceding paragraph the following terms have the following
meanings:


 


“Applicable
Premium” means, with respect to any Security on any Redemption Date, the
greater of:


 


(a) 1.0% of the principal amount of such Security; and


 


(b) the excess, if any, of:


 


(1) the present value
at such Redemption Date of (i) the Redemption Price of the Security at September 15,
2014 (such Redemption Price being set


 


B-6

















 


forth in the table appearing under Paragraph 5 of
the Securities) plus (ii) all required interest payments due on the
Security through September 15, 2014 (excluding accrued but unpaid interest
to the Redemption Date), computed using a discount rate equal to the Treasury
Rate as of such Redemption Date plus 50 basis points; over


 


(2) the principal
amount of the Security.


 


“Treasury
Rate” means, as of any Redemption Date, the yield to maturity as of such
Redemption Date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical
Release H.15 (519) that has become publicly available at least two Business
Days prior to the Redemption Date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly
equal to the period from the Redemption Date to September 15, 2014; provided
that, if the period from the Redemption Date to such date is less than one
year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year will be used.  The United States Treasury security used to
calculate the Treasury Rate shall be selected by the Quotation Agent.


 


“Quotation
Agent” means a nationally recognized investment banking firm selected by the
Company that is a primary U.S. Government securities dealer.


 


8.     Disposition or
Redemption Pursuant to Gaming Laws


 


At any time any Holder or
beneficial owner of Securities is determined to be a Disqualified Holder, then
the Company will have the right, at its option:


 


(1)           to require such Holder or
beneficial owner to dispose of all or a portion of its Securities within 60
days (or such earlier date as may be required by the applicable Gaming
Authority) of receipt of the relevant notice of finding by the applicable
Gaming Authority; or


 


(2)           to redeem all or a portion
of the Securities of such Holder or beneficial owner upon not less than 30 nor
more than 60 days’ notice at a Redemption Price equal to the lesser of:


 


(a)           the principal amount
thereof, and


 


(b)           the price at which such
Holder or beneficial owner acquired the Securities,


 


together with, in the case
of either clause (a) or (b), accrued and unpaid interest to the earlier of
the date of redemption or the date of the denial of license or qualification or
of the finding of unsuitability by such Gaming Authority (subject to the rights
of Holders of Securities on the relevant Record Dates occurring prior to such
Redemption Date to receive interest due on the relevant Interest Payment Date);
provided, however, that if such Gaming Authority restricts the Redemption Price
to a lesser amount then such lesser amount will be the Redemption Price.


 


B-7

















 


Immediately upon a
determination by a Gaming Authority that a Holder or beneficial owner of
Securities (or an Affiliate thereof) will not be licensed, qualified or found
suitable or is denied a license, qualification or finding of suitability, the
Holder or beneficial owner will, to the extent required by applicable Gaming
Laws, have no further rights with respect to the Securities to:


 


(1)           exercise, directly or
indirectly, through any person, any right conferred by the Securities; or


 


(2)           receive any interest or any
other distribution or payment with respect to the Securities, except the
redemption price.


 


The Company will notify the
Trustee in writing of any such redemption as soon as practicable.  The Holder or beneficial owner (or an Affiliate
thereof) applying for a license, qualification or a finding of suitability must
pay all costs of the licensure or investigation for such qualification or
finding of suitability.


 


As
used in the preceding paragraph the following terms have the following
meanings:


 


“Disqualified
Holder” means any Holder or beneficial owner of the Securities (i) who is
requested or required pursuant to any Gaming Law to appear before, or submit to
the jurisdiction of, or provide information to, any Gaming Authority and either
refuses to do so or otherwise fails to comply with such request or requirement
within a reasonable period of time or (ii) who is determined or shall have
been determined by any Gaming Authority not to be suitable or qualified with
respect to holding the Securities.


 


“Gaming
Authority” means any government, court, or federal, state, local, international
or foreign governmental, administrative or regulatory or licensing body,
agency, authority or official, which regulates or has authority over, including
to issue or grant a license, contract, franchise or regulatory approval with
respect to, any form of gaming activities (or proposed gaming activities) and
related activities conducted by the Company or any of its Affiliates,
including, without limitation, lottery, pari-mutuel wagering, sports wagering
and video gaming activities.


 


“Gaming
Law” means any federal, state, local, international or foreign law, statute,
order, ordinance or interpretation pursuant to which any Gaming Authority
possesses or asserts regulatory or licensing authority over gaming and related
activities.


 


9.     Notice of
Redemption


 


Notice
of redemption will be sent, by first class mail, postage prepaid, at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at such Holder’s registered address. Securities in
denominations larger than $2,000 may be redeemed in part.


 


Except
as set forth in the Indenture, if monies for the redemption of the Securities
called for redemption shall have been deposited with the Paying Agent for


 


B-8

















 


redemption
on such Redemption Date, then, unless the Company defaults in the payment of
such Redemption Price plus accrued and unpaid interest, if any, the Securities
called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Securities will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any, to the Redemption Date.


 


10.   Offers to Purchase


 


Sections
4.15 and 4.16 of the Indenture provide that upon the occurrence of a Change of
Control (as defined in the Indenture) and after certain Asset Sales (as defined
in the Indenture), and subject to further limitations contained therein, the
Company will make an offer to purchase certain amounts of the Securities in
accordance with the procedures set forth in the Indenture.


 


11.   Denominations; Transfer; Exchange


 


The
Securities are in registered form, without coupons, in denominations of $2,000
and greater integral multiples of $1,000. A Holder shall register the transfer
of or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities or
portions thereof (i) during a period beginning at the opening of business
15 days before the mailing of a notice of redemption of Securities and ending
at the close of business on the day of such mailing and (ii) selected for
redemption, except the unredeemed portion of any Security being redeemed in
part.


 


12.   Persons Deemed Owners


 


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


 


13.   Unclaimed Funds


 


If
funds for the payment of principal or interest remain unclaimed for one year,
the Trustee and the Paying Agent will repay the funds to the Company at its
request. After that, all liability of the Trustee and such Paying Agent with
respect to such funds shall cease.


 


14.   Legal Defeasance and Covenant Defeasance


 


The
Company may be discharged from its Obligations under the Indenture and the
Securities except for certain provisions thereof, and may be discharged from
its Obligations to comply with certain covenants contained in the Indenture and
the Securities, in each case upon satisfaction of certain conditions specified
in the Indenture.


 


B-9

















 


15.   Amendment; Supplement; Waiver


 


Subject
to certain exceptions, the Indenture and the Securities may be amended or
supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding, and any existing
Default or Event of Default or compliance with any provision may be waived with
the consent of the Holders of a majority in aggregate principal amount of the
Securities then outstanding. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture and the Securities to,
among other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Securities in addition to or in place of certificated Securities
or comply with any requirements of the Commission in connection with the
qualification of the Indenture under the TIA, or make any other change that
does not adversely affect the rights of any Holder in any material respect.


 


16.   Restrictive Covenants


 


The
Indenture contains certain covenants that, among other things, limit the
ability of the Company and its Restricted Subsidiaries to incur additional
Indebtedness, create certain liens, pay dividends or make certain other
restricted payments, consummate certain asset sales, enter into certain
transactions with affiliates and merge or consolidate with any other person or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company. The limitations are subject to
a number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such covenants.


 


17.   Subordination


 


The
Indebtedness evidenced by the Securities is, to the extent and in the manner
provided in the Indenture, subordinated in right of payment to the prior
payment in full in cash of all Senior Debt, and this Security is issued subject
to such provisions. Each Holder of this Security, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c) appoints
the Trustee attorney-in-fact of such Holder for such purpose.


 


18.   Defaults and Remedies


 


If
an Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of Securities then outstanding may
declare the principal of and accrued interest on all the Securities to be due
and payable immediately in the manner and with the effect provided in the
Indenture. Holders of Securities may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee is not obligated to enforce
the Indenture or the Securities unless it has received indemnity satisfactory
to it. The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Securities then
outstanding to direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Securities notice of certain continuing
Defaults or Events of Default if it determines that withholding notice is in
their interest.


 


B-10

















 


19.   Trustee Dealings with Company


 


The
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with the
Company, the Subsidiaries of the Company or their respective Affiliates as if
it were not the Trustee.


 


20.   No Recourse Against Others


 


No
stockholder, director, officer, employee or incorporator, as such, of the
Company shall have any liability for any obligation of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of, such Obligations or their creation. Each Holder of a Security by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities.


 


21.   Authentication


 


This
Security shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Security by its manual signature.


 


22.   Guarantees


 


The
payment by the Company of the principal of and interest on the Securities is
fully and unconditionally guaranteed on a joint and several senior subordinated
basis by each of the Guarantors to the extent set forth in the Indenture.


 


23.   Abbreviations


 


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


 


24.   CUSIP Numbers


 


Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused a CUSIP number to be printed
on the Securities as a convenience to the Holders. No representation is made as
to the accuracy of such numbers as printed on the Securities and reliance may
be placed only on the other identification numbers printed hereon.


 


25.   Holders’ Compliance with
Registration Rights Agreement


 


Each
Holder of a Security, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement, including the obligations of
the Holders with respect to a registration and the indemnification of the
Company to the extent provided therein.


 


B-11

















 


The
Company will furnish to any Holder of a Security upon written request and
without charge a copy of the Indenture and the Registration Rights Agreement.
Requests may be made to: Scientific Games Corporation, 750 Lexington Avenue,
25th Floor, New York, New York 10022, Attn: Chief Financial Officer.


 


26.   Governing Law


 


This
Security and the Indenture shall be governed by and construed in accordance
with the laws of the State of New York, but without giving effect to applicable
principles of conflicts of laws to the extent that the application of the law
of another jurisdiction would be required thereby. Each of the parties hereto
agrees to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Security.


 


B-12
















 


ASSIGNMENT
FORM


 


To assign this Security, fill in the form
below:


 


I or we assign and transfer this Security to


 


	
   

  	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. No.)

  	
   

  



 


and irrevocably
appoint                           agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 


	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  



 


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


 


In connection with any transfer of any of the
Securities evidenced by this certificate, the undersigned confirms that such
Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	
  1.

  	
   

  	
  o

  	
   

  	
  to
  the Company; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  o

  	
   

  	
  pursuant
  to an effective registration statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  o

  	
   

  	
  inside
  the United States to a “qualified institutional buyer” (as defined in
  Rule 144A under the Securities Act of 1933) that purchases for its own
  account or for the account of a qualified institutional buyer to whom notice
  is given that such transfer is being made in reliance on Rule 144A, in
  each case pursuant to and in compliance with Rule 144A under the
  Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  o

  	
   

  	
  outside
  the United States in an offshore transaction within the meaning of Regulation
  S under the Securities Act in compliance with Rule 904 under the
  Securities Act of 1933; or

  



 


B-13

















 


	
  5.

  	
   

  	
  o

  	
   

  	
  pursuant
  to the exemption from registration provided by Rule 144 under the
  Securities Act of 1933.

  



 


	
   

  	
   

  	
  Unless
  one of the boxes is checked, the Trustee will refuse to register any of the
  Securities evidenced by this certificate in the name of any person other than
  the registered holder thereof; provided, however, that if box
  (4) or (5) is checked, the Trustee shall be entitled to require,
  prior to registering any such transfer of the Securities, such legal
  opinions, certifications and other information as the Company has reasonably
  requested to confirm that such transfer is being made pursuant to an
  exemption from, or in a transaction not subject to, the registration
  requirements of the Securities Act of 1933.

  



 


 


	
   

  	
   

  
	
   

  	
  Your Signature

  



 


	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature
  of Signature Guarantee

  	
   

  	
   

  



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


B-14

















 


TO BE COMPLETED BY PURCHASER
IF (3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company and the
Guarantors as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


 


	
   

  	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notice:

  	
  To
  be executed by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  an
  executive officer

  	
   

  



 


B-15

















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If
you want to elect to have this Security purchased by the Company pursuant to
Section 4.15 (Change of Control) or 4.16 (Asset Sales) of the Indenture, check the box:


 


o Change of
Control


o Asset Sales


 


If
you want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.15 or 4.16 of the Indenture, state the amount in
principal amount: $


 


	
   

  	
  Dated:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Sign
  exactly as your name appears

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  on
  the other side of this Security.)

  	
   

  



 


	
   

  	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must be guaranteed)

  	
   

  



 


Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.


 


B-16

















 


EXHIBIT 2


to


APPENDIX
A


 


[FORM OF FACE OF EXCHANGE SECURITY]


 


 






*/ [If the Security is to be issued in
global form add the Global Securities Legend from Exhibit 1 to Appendix
A.]


 


**/[If the Security is an Exchange
Security issued in a Registered Exchange Offer to an Initial Purchaser holding
an unsold portion of its initial allotment, add the Restricted Securities
Legend from Exhibit 1 to Appendix A and replace the Assignment Form included
in this Exhibit A with the Assignment Form included in such Exhibit 1.]


 


C-1

















 


	
  No.

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  CUSIP No.

  	
   

  
				



 


8.125%
Senior Subordinated Notes due
2018


 


Scientific
Games Corporation, a Delaware corporation, promises to pay to
[               ] or registered assigns, the principal
sum of [$] Dollars [as such sum may be increased or reduced as reflected on the
records of the Trustee in accordance with the Indenture](2) on September 15,
2018.


 


Interest
Payment Dates: September 15 and March 15


 


Record
Dates: September 1 and March 1


 


Additional
provisions of this Security are set forth on the other side of this Security.


 


 


	
  SCIENTIFIC GAMES
  CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


	
  TRUSTEE’S
  CERTIFICATE OF

  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


	
  THE BANK OF NOVA SCOTIA
  TRUST

  COMPANY OF NEW YORK

  	
   

  
	
   

  	
   

  
	
   

  	
  as Trustee,
  certifies

  that this is one of

  the Securities referred

  to in the Indenture.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 






(2)  Insert if a global
security.


 


C-2
















 


[FORM OF REVERSE SIDE OF EXCHANGE
SECURITY]


 


8.125% Senior Subordinated Note due 2018


 


1.                                       Interest


 


SCIENTIFIC
GAMES CORPORATION, a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above[; provided, however, that if either (i) the Exchange
Offer Registration Statement (as defined in the Registration Rights Agreement)
is not filed with the Securities and Exchange Commission on or prior to the 180th
day after the Issue Date (the “Target Exchange Offer Filing Date”) or (ii) the
Exchange Offer (as defined in the Registration Rights Agreement) is not
completed or the Shelf Registration Statement, if required pursuant to Section 2(b) of
the Registration Rights Agreement, does not become effective on or prior to June
20, 2011 (the “Target Registration Date”), or (iii) the Shelf Registration
Statement, if required by the Registration Rights Agreement, has become
effective and thereafter either ceases to be effective or the Prospectus (as
defined in the Registration Rights Agreement) contained therein ceases to be
usable, in each case whether or not permitted by the Registration Rights
Agreement, at any time during the Shelf Effectiveness Period (as defined in the
Registration Rights Agreement), and such failure to remain effective or usable
exists for more than 30 days (whether or not consecutive) in any 12-month
period (each such event referred to in clauses (i), (ii) and (iii), a “Registration
Default”), additional interest will accrue on this Security at a rate of 0.25%
per annum (increasing by an additional 0.25% per annum after each consecutive
90-day period that occurs after the date on which such Registration Default
occurs up to a maximum additional interest rate of 1.00%) from and including
the date on which any such Registration Default shall occur to but excluding
the date on which all Registration Defaults have been cured; provided,
further, that in the event that the chief executive officer of the Company has
determined, in the good faith exercise of his reasonable business judgment,
that filing the Exchange Offer Registration Statement, or causing the
completion of the Exchange Offer or the effectiveness of the Shelf Registration
Statement would require the Company and the Guarantors to disclose a material
financing, acquisition, disposition or other corporate development and that
such disclosure is not in the best interests of the Company and the Guarantors,
the Target Exchange Offer Filing Date or the Target Registration Date, as
applicable, shall be suspended for up to 90 days as long as such condition
exists. All references in this
Security and in the Indenture to interest payable on any Security shall include
any such additional interest.](3)  The Company will pay interest
semi-annually on September 15 and March 15 of each year (each an “Interest
Payment Date”), commencing March 15, 2011. Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from September 22, 2010. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.


 






(3)  Insert if at the date of issuance of the
Exchange Security any Registration Default has occurred with respect to the
related Initial Securities during the interest period in which such date of
issuance occurs.


 


C-3

















 


The Company shall pay interest at the rate of
interest then borne by the Securities on overdue installments of principal and
on overdue installments of interest to the extent lawful as provided in the
Indenture.


 


2.                                       Method of
Payment


 


The Company shall pay interest on the Securities
(except defaulted interest) to the Persons who are the registered Holders at
the close of business on the Record Date immediately preceding the Interest
Payment Date even if the Securities are cancelled after such Record Date and
before the corresponding Interest Payment Date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company shall
pay principal and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts (“U.S. Legal
Tender”). However, the Company may pay principal and interest by wire transfer
of federal funds, or interest by check payable in such U.S. Legal Tender. The
Company may deliver any such interest payment to the Paying Agent or to a
Holder at the Holder’s registered address.


 


3.                                       Paying Agent
and Registrar


 


Initially, The Bank of Nova Scotia Trust Company of
New York (the “Trustee”) will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to the Holders. The
Company or any of the Company’s Subsidiaries may act as Registrar or Paying
Agent.


 


4.                                       Indenture


 


The Company issued the Securities under an
Indenture, dated as of September 22, 2010 (the “Indenture”), by and among
the Company, the Guarantors named therein and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein.
The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”), as in effect on the date of
the Indenture until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA and as it may be amended from time to time. Notwithstanding anything to
the contrary herein, the Securities are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of them. The
Securities are senior subordinated obligations of the Company initially limited
in aggregate principal amount to $250,000,000 on the Issue Date, and, subject
to compliance with Section 4.04 of the Indenture, unlimited in aggregate
principal amount thereafter.


 


5.                                       Optional
Redemption


 


On and after September 15, 2014, the Company
will be entitled, at its option on one or more occasions, to redeem all or any
portion of the Securities upon not less than 30 nor more than 60 days’ notice,
at the following redemption prices (expressed as percentages of the principal
amount thereof) if redeemed during the twelve-month period commencing on
September 15 of the years set forth below, plus, in each case, accrued and
unpaid interest to the Redemption Date:


 


C-4

















 


	
  Period

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  104.063

  	
  %

  
	
  2015

  	
   

  	
  102.031

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


6.                                       Optional
Redemption upon Equity Offering


 


On or prior to September 15, 2013, the Company
may, at its option on one or more occasions, redeem up to 35% of the initially
outstanding aggregate principal amount of the Securities (which includes
Additional Securities, if any) with the net cash proceeds contributed to the
capital of the Company from one or more Equity Offerings, at a redemption price
equal to 108.125% of the principal amount thereof, plus accrued and unpaid
interest to the date of redemption; provided, however, that:


 


(1)                                  at least 65% of
the initially outstanding aggregate principal amount of the Securities (which
includes Additional Securities, if any) remains outstanding immediately after
any such redemption; and


 


(2)                                  each such redemption
occurs within 120 days after the date of the related Equity Offering.


 


As used in the preceding paragraph, “Equity Offering”
means any private or public offering of Qualified Capital Stock of the Company.


 


7.                                       Redemption at
Make-Whole Premium


 


At any time prior to September 15,
2014, the Company may redeem all or any portion of the Securities on one or
more occasions upon not less than 30 nor more than 60 days’ notice at a
redemption price equal to 100% of the principal amount of the Securities redeemed
plus the Applicable Premium as of, and accrued and unpaid interest, if any, to,
the date of redemption subject to the rights of Holders of Securities on the
relevant Record Dates occurring prior to the Redemption Date to receive
interest due on the relevant Interest Payment Date.


 


As used in the preceding paragraph the following
terms have the following meanings:


 


“Applicable Premium” means, with respect to any
Security on any Redemption Date, the greater of:


 


(a) 1.0% of the
principal amount of such Security; and


 


(b) the excess, if any,
of:


 


(1) the present value
at such Redemption Date of (i) the Redemption Price of the Security at September 15,
2014 (such Redemption Price being set 


 


C-5

















 


forth in the table appearing
under Paragraph 5 of the Securities) plus (ii) all required interest
payments due on the Security through September 15, 2014 (excluding accrued
but unpaid interest to the Redemption Date), computed using a discount rate
equal to the Treasury Rate as of such Redemption Date plus 50 basis points;
over


 


(2) the principal
amount of the Security.


 


“Treasury Rate” means, as of any Redemption Date,
the yield to maturity as of such Redemption Date of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly
available at least two Business Days prior to the Redemption Date (or, if such
Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the period from the Redemption Date
to September 15, 2014; provided that, if the period from the
Redemption Date to such date is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used.  The
United States Treasury security used to calculate the Treasury Rate shall be
selected by the Quotation Agent.


 


“Quotation Agent” means a nationally recognized
investment banking firm selected by the Company that is a primary U.S.
Government securities dealer.


 


8.                                       Disposition or
Redemption Pursuant to Gaming Laws


 


At any time any Holder or
beneficial owner of Securities is determined to be a Disqualified Holder, then
the Company will have the right, at its option:


 


(1)                                  to require such
Holder or beneficial owner to dispose of all or a portion of its Securities
within 60 days (or such earlier date as may be required by the applicable
Gaming Authority) of receipt of the relevant notice of finding by the
applicable Gaming Authority; or


 


(2)                                  to redeem all
or a portion of the Securities of such Holder or beneficial owner upon not less
than 30 nor more than 60 days’ notice at a Redemption Price equal to the lesser
of:


 


(a)                                  the principal
amount thereof, and


 


(b)                                 the price at
which such Holder or beneficial owner acquired the Securities,


 


together with, in the case
of either clause (a) or (b), accrued and unpaid interest to the earlier of
the date of redemption or the date of the denial of license or qualification or
of the finding of unsuitability by such Gaming Authority (subject to the rights
of Holders of Securities on the relevant Record Dates occurring prior to such
Redemption Date to receive interest due on the relevant Interest Payment Date);
provided, however, that if such Gaming Authority restricts the
Redemption Price to a lesser amount then such lesser amount will be the
Redemption Price.


 


C-6

















 


Immediately upon a
determination by a Gaming Authority that a Holder or beneficial owner of
Securities (or an Affiliate thereof) will not be licensed, qualified or found
suitable or is denied a license, qualification or finding of suitability, the
Holder or beneficial owner will, to the extent required by applicable Gaming
Laws, have no further rights with respect to the Securities to:


 


(1)                                  exercise,
directly or indirectly, through any person, any right conferred by the
Securities; or


 


(2)                                  receive any
interest or any other distribution or payment with respect to the Securities,
except the redemption price.


 


The Company will notify the
Trustee in writing of any such redemption as soon as practicable.  The Holder or beneficial owner (or an
Affiliate thereof) applying for a license, qualification or a finding of
suitability must pay all costs of the licensure or investigation for such
qualification or finding of suitability.


 


As used in the preceding paragraph the following
terms have the following meanings:


 


“Disqualified Holder” means any Holder or beneficial
owner of the Securities (i) who is requested or required pursuant to any
Gaming Law to appear before, or submit to the jurisdiction of, or provide
information to, any Gaming Authority and either refuses to do so or otherwise
fails to comply with such request or requirement within a reasonable period of
time or (ii) who is determined or shall have been determined by any Gaming
Authority not to be suitable or qualified with respect to holding the
Securities.


 


“Gaming Authority” means any government, court, or
federal, state, local, international or foreign governmental, administrative or
regulatory or licensing body, agency, authority or official, which regulates or
has authority over, including to issue or grant a license, contract, franchise
or regulatory approval with respect to, any form of gaming activities (or
proposed gaming activities) and related activities conducted by the Company or
any of its Affiliates, including, without limitation, lottery, pari-mutuel wagering,
sports wagering and video gaming activities.


 


“Gaming Law” means any federal, state, local,
international or foreign law, statute, order, ordinance or interpretation
pursuant to which any Gaming Authority possesses or asserts regulatory or
licensing authority over gaming and related activities.


 


9.                                       Notice of
Redemption


 


Notice of redemption will be sent, by first class
mail, postage prepaid, at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Securities to be redeemed at such Holder’s
registered address. Securities in denominations larger than $2,000 may be
redeemed in part.


 


Except as set forth in the Indenture, if monies for
the redemption of the Securities called for redemption shall have been
deposited with the Paying Agent for 


 


C-7

















 


redemption
on such Redemption Date, then, unless the Company defaults in the payment of
such Redemption Price plus accrued and unpaid interest, if any, the Securities
called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Securities will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any, to the Redemption Date.


 


10.                                 Offers to Purchase


 


Sections 4.15 and 4.16 of the Indenture provide that
upon the occurrence of a Change of Control (as defined in the Indenture) and
after certain Asset Sales (as defined in the Indenture), and subject to further
limitations contained therein, the Company will make an offer to purchase
certain amounts of the Securities in accordance with the procedures set forth
in the Indenture.


 


11.                                 Denominations; Transfer;
Exchange


 


The Securities are in registered form, without
coupons, in denominations of $2,000 and greater integral multiples of $1,000. A
Holder shall register the transfer of or exchange Securities in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay certain
transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Securities or portions thereof (i) during a period
beginning at the opening of business 15 days before the mailing of a notice of
redemption of Securities and ending at the close of business on the day of such
mailing and (ii) selected for redemption, except the unredeemed portion of
any Security being redeemed in part.


 


12.                                 Persons Deemed Owners


 


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


 


13.                                 Unclaimed Funds


 


If funds for the payment of principal or interest
remain unclaimed for one year, the Trustee and the Paying Agent will repay the
funds to the Company at its request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.


 


14.                                 Legal Defeasance and
Covenant Defeasance


 


The Company may be discharged from its Obligations
under the Indenture and the Securities except for certain provisions thereof,
and may be discharged from its Obligations to comply with certain covenants
contained in the Indenture and the Securities, in each case upon satisfaction
of certain conditions specified in the Indenture.


 


C-8

















 


15.                                 Amendment; Supplement;
Waiver


 


Subject to certain exceptions, the Indenture and the
Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
then outstanding, and any existing Default or Event of Default or compliance
with any provision may be waived with the consent of the Holders of a majority
in aggregate principal amount of the Securities then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture and the Securities to, among other things, cure any ambiguity,
defect or inconsistency, provide for uncertificated Securities in addition to
or in place of certificated Securities or comply with any requirements of the
Commission in connection with the qualification of the Indenture under the TIA,
or make any other change that does not adversely affect the rights of any
Holder in any material respect.


 


16.                                 Restrictive Covenants


 


The Indenture contains certain covenants that, among
other things, limit the ability of the Company and its Restricted Subsidiaries
to incur additional Indebtedness, create certain liens, pay dividends or make
certain other restricted payments, consummate certain asset sales, enter into
certain transactions with affiliates and merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company. The limitations are subject to
a number of important qualifications and exceptions. The Company must annually
report to the Trustee on compliance with such covenants.


 


17.                                 Subordination


 


The Indebtedness evidenced by the Securities is, to
the extent and in the manner provided in the Indenture, subordinated in right
of payment to the prior payment in full in cash of all Senior Debt, and this
Security is issued subject to such provisions. Each Holder of this Security, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee, on behalf of such Holder, to take such action as may
be necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for
such purpose.


 


18.                                 Defaults and Remedies


 


If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of
Securities then outstanding may declare the principal of and accrued interest
on all the Securities to be due and payable immediately in the manner and with
the effect provided in the Indenture. Holders of Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee is
not obligated to enforce the Indenture or the Securities unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal amount
of the Securities then outstanding to direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of Securities notice of
certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.


 


C-9

















 


19.                                 Trustee Dealings with
Company


 


The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with the Company, the Subsidiaries of the Company or their
respective Affiliates as if it were not the Trustee.


 


20.                                 No Recourse Against Others


 


No stockholder, director, officer, employee or
incorporator, as such, of the Company shall have any liability for any
obligation of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such Obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for
the issuance of the Securities.


 


21.                                 Authentication


 


This Security shall not be valid until the Trustee
or authenticating agent signs the certificate of authentication on this
Security by its manual signature.


 


22.                                 Guarantees


 


The payment by the Company of the principal of and
interest on the Securities is fully and unconditionally guaranteed on a joint
and several senior subordinated basis by each of the Guarantors to the extent
set forth in the Indenture.


 


23.                                 Abbreviations


 


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


 


24.                                 CUSIP Numbers


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
a CUSIP number to be printed on the Securities as a convenience to the Holders.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.


 


C-10

















 


The Company will furnish to any Holder of a Security
upon written request and without charge a copy of the Indenture.


 


[25.                        Holders’ Compliance with
Registration Rights Agreement


 


Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including
the obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.


 


The Company will furnish to any Holder of a Security
upon written request and without charge a copy of the Indenture and the
Registration Rights Agreement. Requests may be made to: Scientific Games
Corporation, 750 Lexington Avenue, 25th Floor, New York, New York 10022, Attn:
Chief Financial Officer.](4)


 


26.                                 Governing Law


 


This Security and the Indenture shall be governed by
and construed in accordance with the laws of the State of New York, but without
giving effect to applicable principles of conflicts of laws to the extent that
the application of the law of another jurisdiction would be required thereby.
Each of the parties hereto agrees to submit to the jurisdiction of the courts
of the State of New York in any action or proceeding arising out of or relating
to this Security.


 






(4)  Delete if this Security is not being
issued in exchange for an Initial Security.


 


C-11

















 


ASSIGNMENT
FORM


 


To assign this Security, fill in the form
below:


 


I or we assign and
transfer this Security to


 


	
   

  	
   

  
	
  (Print or type assignee’s name, address and zip code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. No.)

  	
   

  



 


and irrevocably
appoint                           agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


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


 


C-12

















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


If you want to elect to have this Security purchased
by the Company pursuant to Section 4.15 (Change of Control) or 4.16 (Asset
Sales) of the Indenture, check the box:


 


o  Change of Control


o  Asset Sales


 


If you want to elect to have only part of this
Security purchased by the Company pursuant to Section 4.15 or 4.16 of the
Indenture, state the amount in principal amount:  $


 


	
   

  	
  Dated:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

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

  



 


	
  Signature Guarantee:

  	
   

  
	
   

  	
  (Signature must be
  guaranteed)

  



 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


 


C-13