Exhibit
4.2


 


EXECUTION
VERSION


 




 





INTERNATIONAL GAME
TECHNOLOGY


As Issuer


AND


WELLS FARGO BANK,
NATIONAL ASSOCIATION


As Trustee


 




 





FIRST SUPPLEMENTAL
INDENTURE


Dated as of June 15,
2009


 




 





SUPPLEMENTAL TO
INDENTURE


Dated as of June 15,
2009


 




 





CREATING A SERIES OF SECURITIES


 


DESIGNATED


 


7.50% NOTES DUE
2019


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I .
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II .
  THE 2019 NOTES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Designation
  of 2019 Notes

  	
  9

  
	
  Section 2.2

  	
  Amount

  	
  10

  
	
  Section 2.3

  	
  Interest

  	
  10

  
	
  Section 2.4

  	
  Denominations

  	
  10

  
	
  Section 2.5

  	
  Redemption

  	
  10

  
	
  Section 2.6

  	
  Repurchase

  	
  11

  
	
  Section 2.7

  	
  Stated
  Maturity

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE III .
  AMENDMENTS TO THE BASE INDENTURE

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Provisions
  Applicable Only to 2019 Notes

  	
  11

  
	
  Section 3.2

  	
  Registration
  of Transfer and Exchange

  	
  11

  
	
  Section 3.3

  	
  Payment
  of Principal, Premium and Interest

  	
  11

  
	
  Section 3.4

  	
  Paying
  Agent and Registrar

  	
  12

  
	
  Section 3.5

  	
  Notice
  of Defaults

  	
  12

  
	
  Section 3.6

  	
  Compensation
  and Indemnity

  	
  13

  
	
  Section 3.7

  	
  Covenant
  Defeasance

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV .
  REDEMPTION AND REPURCHASES

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Company’s
  Right to Redeem; Notices to Trustee

  	
  13

  
	
  Section 4.2

  	
  Selection
  of 2019 Notes To Be Redeemed

  	
  16

  
	
  Section 4.3

  	
  Repurchase
  of 2019 Notes at Option of the Holder Upon a Change of Control Repurchase
  Event

  	
  16

  
	
  Section 4.4

  	
  Effect
  of Change of Control Repurchase Notice

  	
  19

  
	
  Section 4.5

  	
  Deposit
  of Change of Control Repurchase Price

  	
  19

  
	
  Section 4.6

  	
  Acceptance
  of 2019 Notes Properly Tendered

  	
  20

  
	
  Section 4.7

  	
  Distribution
  of Change of Control Repurchase Price

  	
  20

  
	
  Section 4.8

  	
  2019 Notes
  Repurchased in Part

  	
  20

  
	
  Section 4.9

  	
  Covenant
  to Comply with Securities Laws Upon Repurchase of 2019 Notes

  	
  20

  
	
  Section 4.10

  	
  Repayment
  to the Company

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE V .
  COVENANTS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Further
  Instruments and Acts

  	
  21

  
	
  Section 5.2

  	
  Maintenance
  of Office or Agency

  	
  21

  
	
  Section 5.3

  	
  Future
  Liens

  	
  21

  
	
  Section 5.4

  	
  Restrictions
  on Secured Debt

  	
  22

  
	
  Section 5.5

  	
  Limitations
  on Sales and Leasebacks

  	
  23

  
	
  Section 5.6

  	
  Compliance
  Certificate

  	
  24

  
				



 


ii

















 


	
  ARTICLE VI .
  SUCCESSOR CORPORATION

  	
  24

  
	
   

  	
   

  
	
  Section 6.1

  	
  When Company May Merge or Transfer Assets

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII .
  DEFAULTS AND REMEDIES

  	
  25

  
	
   

  	
   

  
	
  Section 7.1

  	
  Events
  of Default

  	
  25

  
	
  Section 7.2

  	
  Acceleration

  	
  28

  
	
  Section 7.3

  	
  Other
  Remedies

  	
  29

  
	
  Section 7.4

  	
  Waiver
  of Past Defaults

  	
  29

  
	
  Section 7.5

  	
  Control
  by Majority

  	
  29

  
	
  Section 7.6

  	
  Limitation on Suits

  	
  29

  
	
  Section 7.7

  	
  Rights
  of Holders to Receive Payment

  	
  30

  
	
  Section 7.8

  	
  Collection
  Suit by Trustee

  	
  30

  
	
  Section 7.9

  	
  Trustee
  May File Proofs of Claim

  	
  30

  
	
  Section 7.10

  	
  Priorities

  	
  30

  
	
  Section 7.11

  	
  Undertaking
  for Costs

  	
  31

  
	
  Section 7.12

  	
  Waiver
  of Stay, Extension or Usury Laws

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII .
  DISCHARGE AND DEFEASANCE

  	
  31

  
	
   

  	
   

  
	
  Section 8.1

  	
  Discharge
  of Liability on Securities

  	
  31

  
	
  Section 8.2

  	
  Defeasance
  and Covenant Defeasance

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX .
  MISCELLANEOUS

  	
  32

  
	
   

  	
   

  
	
  Section 9.1

  	
  Trust
  Indenture Act Controls

  	
  32

  
	
  Section 9.2

  	
  Notices

  	
  32

  
	
  Section 9.3

  	
  Separability
  Clause

  	
  33

  
	
  Section 9.4

  	
  Legal
  Holidays

  	
  33

  
	
  Section 9.5

  	
  Governing
  Law

  	
  33

  
	
  Section 9.6

  	
  No
  Recourse Against Others

  	
  33

  
	
  Section 9.7

  	
  Successors

  	
  34

  
	
  Section 9.8

  	
  Counterparts

  	
  34

  
	
  Section 9.9

  	
  Table
  of Contents; Headings

  	
  34

  
	
  Section 9.10

  	
  Submission
  to Jurisdiction

  	
  34

  
	
  Section 9.11

  	
  Appointment
  of Agent for Service of Process

  	
  34

  



 


iii

















 


FIRST SUPPLEMENTAL INDENTURE dated as of June 15, 2009 (this “First Supplemental Indenture”) to the
Indenture dated as of June 15, 2009 (the “Base Indenture”) between INTERNATIONAL GAME TECHNOLOGY, a
Nevada corporation (“Company”) and
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Trustee”).


 


WHEREAS, the Company and the Trustee have executed and delivered the
Base Indenture, which provides for the issuance of debt securities in an
unlimited aggregate principal amount to be issued from time to time in one or
more series;


 


WHEREAS, Section 9.1 of the Base Indenture provides that the
Company and the Trustee may from time to time enter into indentures
supplemental thereto to provide for the issuance of and establish the form and
terms and conditions of the Securities of any series as provided in Section 2.1
thereof;


 


WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this First Supplemental Indenture to
provide for the issuance of up to $500,000,000 aggregate principal amount of the
Company’s 7.50% Notes due 2019 (the “2019 Notes”),
as registered Securities without coupons, to be authenticated by the Trustee;


 


WHEREAS, this First Supplemental Indenture supplements and amends in
certain respects the Base Indenture insofar as it applies only to the
2019 Notes (and not to any other series of Securities) to provide for the
form, terms and other provisions of the 2019 Notes as a separate series of
Securities to be issued under the Indenture; and


 


WHEREAS, all acts and things necessary to make the 2019 Notes,
when executed by the Company and authenticated and delivered by the Trustee,
the valid, binding and legal obligations of the Company, and to constitute this
First Supplemental Indenture a valid agreement according to its terms, have
been done and performed, and the execution of this First Supplemental Indenture
and the issuance hereunder of the 2019 Notes have in all respects been
duly authorized.


 


NOW, THEREFORE, in consideration of the premises and the purchase of
the 2019 Notes by the holders thereof, each party agrees as follows for
the benefit of the other party and for the equal and ratable benefit of the
Holders of 2019 Notes:


 


ARTICLE I.


 


DEFINITIONS


 


Section 1.1             Definitions.


 


For all purposes of the Base Indenture and this First Supplemental
Indenture relating to the series of Securities consisting of the
2019 Notes created hereby, except as otherwise expressly provided or
unless the context otherwise requires, (i) the terms defined in this Article I
have the meanings assigned to them in this Article I, (ii) any term
that is defined in both the Base Indenture and this First Supplemental
Indenture shall exclusively have the meaning assigned to such term in this First
Supplemental Indenture, (iii) any capitalized term that is used in this
First 


 

















 


Supplemental Indenture but not defined herein shall
have the meaning specified in the Base Indenture and (iii) as used in this
First Supplemental Indenture, the terms “herein,” “hereof,” “hereunder” and
other words of similar import refer to this First Supplemental Indenture.


 


“2019 Notes” means
any of the Company’s 7.50% Notes due 2019, as amended or supplemented from time
to time, issued under the Indenture.


 


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


 


“Agent Members” shall have
the meaning set forth in Section 2.1(d).


 


“Attributable Indebtedness”
means, in respect of a sale and leaseback transaction, as at the time of
determination, the present value (discounted at the rate set forth or implicit
in the terms of the lease included in such sale and leaseback transaction) of
the total obligations of the lessee for 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).


 


“beneficial owner” shall
have the meaning set forth in the definition of “Change of Control.”


 


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


 


“Change of Control”
means the occurrence of any of the following:


 


(i)            the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation)
in one or a series of related transactions, of all or substantially all of the
Company’s assets and the assets of its Subsidiaries, taken as a whole, to any
Person (including any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act)) other than to the Company or one of its Subsidiaries;


 


(ii)           the consummation of any transaction (including without
limitation, any merger or consolidation) the result of which is that any Person
(including any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act)) becomes the “beneficial owner” as defined in Rules 13d-3
and 13d-5 under the Exchange Act of more than 50% of the Company’s outstanding
Voting Stock, measured by voting power rather than number of shares;


 


2

















 


(iii)          the Company consolidates with, or merges with or into,
any Person or any Person consolidates with, or merges with or into, the
Company, in any such event pursuant to a transaction in which any of the
Company’s outstanding Voting Stock or the Voting Stock of such other Person is
converted into or exchanged for cash, securities or other property, other than
any such transaction where the shares of the Company’s Voting Stock outstanding
immediately prior to such transaction constitute, or are converted into or
exchanged for, a majority of the Voting Stock of the surviving Person
immediately after giving effect to such transaction;


 


(iv)          the first day on which the majority of the members of
the Company’s Board of Directors ceases to be Continuing Directors; or


 


(v)           the adoption of a plan relating to the Company’s
liquidation or dissolution.


 


“Change of Control
Notice” shall have the meaning set forth in Section 4.3(b).


 


“Change of Control
Notice Date” shall have the meaning set forth in Section 4.3(b).


 


“Change of Control
Repurchase Date” shall have the meaning set forth in Section 4.3(b).


 


A “Change of Control
Repurchase Event”
shall be deemed to have occurred at such time that the 2019 Notes cease to
be rated Investment Grade by at least two of the three Rating Agencies on any
date during the Trigger Period.  Unless
at least two of the three Rating Agencies are providing a rating for the
2019 Notes at the commencement of any Trigger Period, the 2019 Notes
will be deemed to have ceased to be rated Investment Grade by at least two of
the three Rating Agencies during that Trigger Period.  Notwithstanding the foregoing, no Change of
Control Repurchase Event will be deemed to have occurred in connection with any
particular Change of Control unless and until such Change of Control has
actually been consummated.


 


“Change of Control
Repurchase Notice” shall have the meaning set forth in Section 4.3(c).


 


“Change of Control
Repurchase Price” shall have the meaning set forth in Section 4.3(a).


 


“close of business” means
5:00 p.m. (New York City time).


 


“Comparable Treasury Issue”
shall have the meaning set forth in Exhibit A.


 


“Comparable Treasury Price”
shall have the meaning set forth in Exhibit A.


 


“Consolidated Net Tangible Assets”
means, on any date of determination, the Company’s total assets as they appear
on the Company’s most recently prepared consolidated balance sheet as of the
end of a fiscal quarter, less


 


(i)            all liabilities shown on such
consolidated balance sheet that are classified and accounted for as current
liabilities or that otherwise would be considered current liabilities under
GAAP; and


 


3

















 


(ii)           all assets shown on such consolidated
balance sheet that are classified and accounted for as intangible assets or
that otherwise would be considered intangible assets under GAAP, including,
without limitation, franchises, patents and patent applications, trademarks,
brand names and goodwill.


 


“Continuing Director”
means, as of any date of determination, any individual who on the original
Issue Date of the 2019 Notes was a member of the Board of Directors, together
with any new directors whose election, or, solely to fill the vacancy of a
Continuing Director, appointment by such Board of Directors, or whose
nomination for election by the Company’s stockholders was approved by the vote
of a majority of the directors on the Board of Directors then still in office
who were either directors on the original Issue Date of the 2019 Notes or
whose election, appointment (in the case of a vacancy of a Continuing Director)
or nomination for election was previously approved by a majority of the
Continuing Directors, either by specific vote or by approval of the proxy
statement issued by the Company on behalf of the Board of Directors in which
such individual is named as a nominee for director.  For purposes of the definition of “Continuing
Director,” the term Board of Directors shall not include any committee thereof.


 


“Credit Facility” shall
have the meaning set forth in Section 5.3(a).


 


“DTC” shall have the
meaning set forth in Section 2.1(b).


 


“Event of Default” shall
have the meaning set forth in Section 7.1.


 


“Extension Fee” shall have
the meaning set forth in Section 7.1.


 


“Fitch” means Fitch Inc.,
a subsidiary of Fimalac, S.A., and its successors.


 


“Gaming Law Redemption”
shall have the meaning set forth in Section 4.1(b).


 


“Gaming Law Redemption Price”
shall have the meaning set forth in Section 4.1(b).


 


“Global Securities Legend”
shall have the meaning set forth in Exhibit A.


 


“Indebtedness” means, with
respect to any Person, without duplication, any indebtedness of such Person on
a consolidated basis, whether or not contingent:


 


(i)            in respect of borrowed money;


 


(ii)           evidenced by bonds, notes, debentures, or
similar instruments or letters of credit (or reimbursement agreements with
respect thereto);


 


(iii)          in respect of banker’s acceptances, bank
guarantees, surety bonds or similar instruments;


 


(iv)          representing Capital Lease Obligations;
or


 


4

















 


(v)           representing the balance deferred and
unpaid of the purchase price of any property or services due more than six
months after such property is acquired or such services are completed;


 


if and to the extent any of the preceding items (other than letters of
credit) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP; provided,
however, that to the extent any derivative transaction entered into primarily
for purposes of hedging (including swaps, caps, collars, options, futures
transactions, forward rate agreements and foreign exchange transactions and any
other similar transaction (including any option with respect to any of the
foregoing) and any combination of any of the foregoing) would otherwise qualify
as indebtedness under GAAP, such derivative transaction shall not be considered
“Indebtedness” for purposes hereof; and, in addition, the term “Indebtedness”
shall include all of the following items, whether or not any such items would
appear as a liability on a balance sheet of the specified Person prepared in
accordance with GAAP:


 


(i)            all indebtedness of others secured by a
lien on any asset of the specified Person (whether or not such indebtedness is
assumed by the specified Person);


 


(ii)           to the extent not otherwise included, any
guarantee by the specified Person of indebtedness of any other Person; and


 


(iii)          preferred stock or other equity interests
providing for mandatory redemption or sinking fund or similar payments issued
by any subsidiary of the specified Person.


 


“Indenture” means, with
respect to the 2019 Notes, the Base Indenture, as amended by this First
Supplemental Indenture and, if further amended or supplemented as herein
provided, as so amended or supplemented.


 


“Independent Investment Bank”
shall have the meaning set forth in Exhibit A.


 


“Interest Payment Date”
shall have the meaning set forth in Section 2.3(a).


 


“Investment Grade” means (i) a
rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating category of Moody’s), (ii) a rating of BBB- or better by S&P
(or its equivalent under any successor rating category of S&P) and (iii) a
rating of BBB- or better by Fitch (or its equivalent under any successor rating
category of Fitch).


 


“Issue Date” of any
2019 Note means the date on which the 2019 Notes were originally
issued or deemed issued as set forth on the face of the 2019 Notes.


 


“Legal Holiday” shall have
the meaning set forth in Section 9.4.


 


“Lien” means, with respect
to any property or assets, including Capital Stock or Indebtedness, any lien,
mortgage, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement 


 


5

















 


to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).


 


“Long-Term Debt” means all
Indebtedness for borrowed money owed or guaranteed by the Company or any of the
Company’s Subsidiaries and any other Indebtedness which, under GAAP, would
appear as indebtedness on the Company’s most recent consolidated balance sheet,
which matures by its terms more than 12 months from the date of such
consolidated balance sheet or which matures by its terms in less than 12 months
but by its terms is renewable or extendible beyond 12 months from the date of
such consolidated balance sheet at the option of the borrower.


 


“Maturity Date,” when used
with respect to the 2019 Notes, means June 15, 2019.


 


“Moody’s” means Moody’s
Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.


 


“Notice of Default” shall have
the meaning set forth in Section 7.1.


 


“NYSE” means The New York
Stock Exchange.


 


“Optional Redemption”
shall have the meaning set forth in Section 4.1.


 


“Optional Redemption Price”
shall have the meaning set forth in Exhibit A.


 


“Ordinary Course Lien”
means any of the following:


 


(i)            Liens of carriers, warehousemen,
mechanics, vendors (solely to the extent arising by operation of law), laborers
and materialmen incurred in the ordinary course of business for sums not yet
due or being diligently contested in good faith, if reserves or appropriate
provisions shall have been made therefor;


 


(ii)           Liens incurred in the ordinary course of
business in connection with worker’s compensation and unemployment insurance,
social security obligations, assessments or government charges which are not
overdue for more than 60 days;


 


(iii)          deposits to secure the performance of
bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds (other than bonds related to judgments or litigation),
performance bonds and other similar obligations incurred in the ordinary course
of business;


 


(iv)          licenses (with respect to intellectual
property and other property), leases or subleases granted to third parties and
not interfering in any material respect with the ordinary conduct of the
Company’s business or the business of its Subsidiaries;


 


(v)           Liens consisting of any right of offset,
or statutory bankers’ lien, on bank deposit accounts maintained in the ordinary
course of business so long as such bank deposit accounts are not for purposes
of providing such right of offset or statutory bankers’ lien;


 


6

















 


(vi)          Liens created by or resulting from any
litigation or legal proceeding involving the Company or its Subsidiaries in the
ordinary course of business that is being contested in good faith if reserves
have been made therefor and no material property is subject to material risk of
loss or forfeiture;


 


(vii)         easements, rights-of-way, zoning restrictions,
licenses or restrictions on use and other similar encumbrances on the use of
real property that (a) are not incurred in connection with the borrowing
of money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business); and (b) do not in the aggregate materially
detract from the value of the property or materially impair the use thereof in
the operation of business by the Company and its Subsidiaries; and


 


(viii)        precautionary financing statements filed
under the Uniform Commercial Code that are made in connection with operating
leases and not constituting a Lien.


 


“Permitted Lien” means any
of the following:


 


(i)            Liens existing as of the date of this
First Supplemental Indenture;


 


(ii)           Liens on the property, shares of stock or
indebtedness of any Person existing at the time such Person becomes a
Restricted Subsidiary;


 


(iii)          Liens securing Indebtedness owing by any
of the Company’s Subsidiaries to the Company or to any of the Company’s other
Restricted Subsidiaries;


 


(iv)          Liens in favor of the United States of
America, any state of the United States of America, any foreign country or any
department, agency, instrumentality or political subdivision of any such
jurisdiction to secure partial, progress, advance or other payments required
under any contract or provision of any statute or regulation;


 


(v)           Liens on property, shares of stock or
indebtedness, either:


 


(A)          existing at the time the Company acquires
the property, stock or debt, including acquisition through merger or
consolidation;


 


(B)           securing all or part of the cost of
acquiring the property, stock or debt or construction on or improvement of the
property; or


 


(C)           securing indebtedness to finance the
purchase price of the property, stock or indebtedness, or the cost of
acquiring, constructing on or improving of the property, that were incurred
prior to or at the time or within one year after the Company acquires the
property, stock or indebtedness or completes construction on or improvement of
the property and commences full operation thereof;


 


(vi)          Ordinary Course Liens;


 


(vii)         any Liens securing the 2019 Notes;


 


7

















 


(viii)        Liens on shares of any equity security
(or any warrant or option to purchase an equity security or any security which
is convertible into an equity security) issued by any Subsidiary of the Company
that holds, directly or indirectly through a holding company or otherwise, a
license to conduct gaming under any Gaming Law, but such Liens shall be
“Permitted Liens” only if and so long as the Gaming Laws of the relevant
jurisdiction provide that any such Lien shall be terminated on the transfer or
other disposition of such securities; and


 


(ix)           any extension, renewal or replacement of
the Liens described above, so long as such extension, renewal or replacement is
limited to the same property, shares or Indebtedness securing the Lien that was
extended, renewed or replaced (plus improvements on such property), except that
if the Indebtedness secured by a Lien is increased as a result of such
extension, renewal or replacement, the Company shall be required to include the
increase when it computes the amount of Indebtedness that is subject to the
covenant in Section 5.4.


 


“Rating Agency” means each
of Moody’s, S&P and Fitch; provided,
that if any of Moody’s, S&P and Fitch ceases to provide rating services to
issuers or investors, the Company may appoint an entity registered as a
“national recognized statistical rating organization” (registered as such pursuant
to Rule 17g-1 under the Exchange Act) then making a rating on the
2019 Notes that is reasonably acceptable to the Trustee as a replacement
for such Rating Agency.


 


“Record Date” shall have
the meaning set forth in Section 2.3(a).


 


“Redemption Date” means
the date specified in a notice of redemption on which the 2019 Notes may
be redeemed in accordance with the terms of the 2019 Notes and this
Indenture.


 


“Redemption Price” means
the Optional Redemption Price and the Gaming Law Redemption Price.


 


“Reference Treasury Dealer”
shall have the meaning set forth in Exhibit A.


 


“Reference Treasury Dealer Quotations”
shall have the meaning set forth in Exhibit A.


 


“Restricted Subsidiary”
means a corporation more than 50% of the outstanding Voting Stock of which is
owned, directly or indirectly, by the Company or by one or more of the
Company’s other Subsidiaries, or the Company and one or more of the Company’s
other Subsidiaries; provided,
however, that the term shall not include any entity which is principally
engaged in leasing or in financing receivables.


 


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


 


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


 


“Treasury Rate” shall have
the meaning set forth in Exhibit A.


 


8
















 


“Trigger Period” means the
period commencing 60 calendar days prior to the date the Company first publicly
announces any Change of Control (or pending Change of Control) and ending 60
calendar days following consummation of such Change of Control; provided,
that such Trigger Period will be extended following consummation of
a Change of Control for so long as any of the Rating Agencies has publicly
announced that it is considering a possible ratings downgrade.


 


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


 


ARTICLE II.



THE 2019 NOTES


 


Section 2.1             Designation of 2019 Notes.


 


(a)           There shall be a series of Securities
designated “7.50% Notes due 2019” of the Company (the “2019 Notes”).  The 2019 Notes and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit A
hereto, which is a part of this First Supplemental Indenture.  The 2019 Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage (provided, that any such notation, legend
or endorsement required by usage is in a form acceptable to the Company).  The Company shall provide any such notations,
legends or endorsements to the Trustee in writing.  Each 2019 Note shall be dated the date
of its authentication.  Except as
otherwise expressly permitted in this Indenture, all 2019 Notes shall be
identical in all respects. 
Notwithstanding any differences among them, all 2019 Notes issued
under this First Supplemental Indenture shall vote and consent together on all
matters as one class.


 


(b)           The 2019 Notes shall be issued
initially in the form of one or more Global Securities in the form of the
Security attached hereto as Exhibit A, which shall be deposited with the
Trustee at its Corporate Trust Office, as custodian for and registered in the
name of The Depository Trust Company (“DTC”)
or the nominee thereof as Depositary, duly executed by the Company and
authenticated by the Trustee in accordance with this Indenture.  Each Global Security shall bear the Global
Securities Legend set forth in Exhibit A.


 


(c)           The Company initially appoints the
Trustee as Registrar and Paying Agent in connection with the 2019 Notes,
and each of the Corporate Trust Office of the Trustee and the office or agency
of the Trustee in Minneapolis, Minnesota, to be such office or agency of the
Company for the aforesaid purposes.  The
Company may change the Paying Agent and Registrar without prior notice to the
Holders of the 2019 Notes.


 


(d)           Neither any members of, or participants
in, the Depositary (collectively, the “Agent
Members”) nor any other Persons on whose behalf Agent Members may
act shall have any rights under this Indenture with respect to any Global
Security registered in the name of the Depositary or any nominee thereof, or
under any such Global Security, and the Depositary or such nominee, as the case
may be, may be treated by the Company, the Trustee and any agent of 


 


9

















 


the Company or the Trustee as the absolute owner and
holder of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be,
or impair, as between the Depositary, its Agent Members and any other Person on
whose behalf an Agent Member may act, the operation of customary practices of
such Persons governing the exercise of the rights of a holder of any
2019 Note.  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 that a Holder of 2019 Notes  is entitled to take under this Indenture or
the 2019 Notes.


 


Section 2.2             Amount.


 


(a)           The Trustee shall authenticate and
deliver the 2019 Notes for original issue in an aggregate principal amount
of $500,000,000, upon receipt of one or more Company Orders and such other
documents as may be required under this Indenture.


 


(b)           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 in accordance
with this Indenture.  The aggregate
principal amount of 2019 Notes Outstanding at any time may not exceed the
amount set forth in Section 2.2(a).


 


Section 2.3             Interest.


 


(a)           The Company shall pay interest on the
2019 Notes at a rate of 7.50% per annum, payable semi-annually in arrears
on June 15 and December 15 of each year (each, an “Interest Payment Date”), or if any such day is not a Business Day, the
immediately following Business Day, commencing December 15, 2009.  Interest on the 2019 Notes shall be paid
to the Holder of such 2019 Notes at the close of business on June 1
or December 1 (each, a “Record Date”), as the
case may be, next preceding the related Interest Payment Date, and shall be
computed on the basis of a 360-day year comprised of twelve 30-day months.  In the event of the maturity or purchase of a
2019 Note by the Company at the option of the Holder of such 2019 Note,
interest shall cease to accrue on such 2019 Note.


 


(b)           Subject to the foregoing provisions of
this Section 2.3 and Sections 2.3, 2.5 and 2.11 of the Base
Indenture, each 2019 Note delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other 2019 Note shall
carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other 2019 Note.


 


Section 2.4             Denominations.


 


The 2019 Notes shall originally be issued only in
registered form without coupons and only in denominations of $2,000 of
principal amount and integral multiples of $1,000 principal amount in excess
thereof.


 


Section 2.5             Redemption.


 


(a)           There shall be no sinking fund for the
retirement of the 2019 Notes.


 


10

















 


(b)           The Company may redeem the
2019 Notes in accordance with the provisions set forth in the
2019 Notes and this First Supplemental Indenture, including, without
limitation, Article IV hereof.


 


Section 2.6             Repurchase.


 


The 2019 Notes shall be repurchased by the Company, at the option
of the Holder of such 2019 Notes, in accordance with the provisions set forth
in the 2019 Notes and this First Supplemental Indenture, including,
without limitation, Article IV hereof.


 


Section 2.7             Stated Maturity.


 


The date on which the principal of the 2019 Notes is due and
payable, unless earlier accelerated, redeemed or repurchased pursuant to the
Indenture, shall be June 15, 2019 (the “Maturity
Date”).


 


ARTICLE III.



AMENDMENTS TO THE BASE INDENTURE


 


Section 3.1             Provisions Applicable Only to
2019 Notes.


 


The provisions contained in this First Supplemental Indenture shall
apply to the 2019 Notes only and not to any other series of Securities
issued under the Base Indenture and any covenants provided herein are expressly
being included solely for the benefit of the 2019 Notes and not for the
benefit of any other series of Securities issued under the Base Indenture.


 


Section 3.2             Registration of Transfer and Exchange.


 


Section 2.5 of the Base Indenture is hereby amended, subject to Section 3.1
hereof and with respect to the 2019 Notes only, by adding the following
clause (h):


 


“(h)        The Company shall not be required to
make, and the Registrar need not register, transfers or exchanges of
2019 Notes in respect of which a Change of Control Repurchase Notice has
been given and not withdrawn by the Holder thereof in accordance with the terms
of the First Supplemental Indenture (except, in the case of 2019 Notes to
be repurchased in part, the portion thereof not to be repurchased).”


 


Section 3.3             Payment of Principal, Premium and
Interest.


 


The first paragraph of Section 4.1 of the Base Indenture is hereby
amended and restated in its entirety, subject to Section 3.1 hereof and
with respect to the 2019 Notes only, to read as follows:


 


“The
Company shall promptly make all payments in respect of the 2019 Notes on
the dates and in the manner provided in the 2019 Notes or pursuant to this
Indenture.  Any amounts of cash to be
given to the Trustee or Paying Agent shall be deposited with 


 


11

















 


the
Trustee or Paying Agent by 10:00 a.m. (New York City time) by the Company
on the required date.  The Company may,
at its option, make payments in respect of the 2019 Notes by check mailed
to a Holder of 2019 Notes’ registered address or, with respect to Global
Securities, by wire transfer.  The
Company shall make any required interest payments to the Person in whose name
each 2019 Note is registered at the close of business on the record date
for such interest payment.  Principal
amount, accrued interest, if any, Redemption Price and Change of Control Repurchase Price, shall
be considered paid on the applicable date due if on such date (or, in the case
of a Redemption Price or Change of Control Repurchase Price, on the Business
Day following the applicable Redemption Date or Change of Control Repurchase
Date, as the case may be) the Trustee or the Paying Agent holds, in accordance
with this Indenture, cash sufficient to pay all such amounts then due.”


 


Section 3.4             Paying Agent and Registrar.


 


Section 4.2 of the Base Indenture is hereby amended, subject to Section 3.1
hereof and with respect to the 2019 Notes only, by adding the following
clause (e):


 


“(e)        If the Paying Agent holds, in
accordance with this Indenture, on a Redemption Date, a Change of Control
Repurchase Date, or on the Maturity Date, money sufficient to pay
2019 Notes payable on that date, then immediately after such Redemption
Date, Change of Control Repurchase Date or Maturity Date, as the case may be,
such 2019 Notes shall cease to be Outstanding and interest, if any, on
such 2019 Notes shall cease to accrue; provided, that if such 2019 Notes
are to be redeemed on a Redemption Date, notice of such redemption has been
duly given pursuant to this Indenture or provision therefore satisfactory to
the Trustee has been made.”


 


Section 3.5             Notice of Defaults.


 


The first paragraph of Section 7.5 of the Base Indenture is hereby
amended and restated in its entirety, subject to Section 3.1 hereof and
with respect to the 2019 Notes only, to read as follows:


 


“If
a Default or Event of Default occurs and is continuing and if it is actually
known to a Trust Officer of the Trustee, the Trustee shall mail to each Holder
of 2019 Notes notice of the Default or Event of Default within 90 days after it
is known to a Trust Officer or written notice of it is received by the
Trustee.  Except in the case of a Default
described in Section 7.1(i) or 7.1(ii) of the First Supplemental
Indenture, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is in
the interests of Holders of 2019 Notes. 
The second sentence of this Section 7.5 shall be in lieu of the
proviso to TIA Section 315(b) and such proviso is hereby expressly
excluded from this Indenture, as permitted by the TIA.  The Trustee shall not be deemed to have
knowledge of a Default unless a Trust Officer of the Trustee has received
written notice of such Default.”


 


12

















 


Section 3.6             Compensation and Indemnity.


 


The last paragraph of Section 7.7 of the Base Indenture is hereby
amended and restated in its entirety, subject to Section 3.1 hereof and
with respect to the 2019 Notes only, to read as follows:


 


“The
Company’s payment obligations pursuant to this Section shall survive the
resignation or removal of the Trustee and the discharge of this Indenture.  In the event that the Trustee incurs expenses
after the occurrence of a Default specified in Section 7.1(vii) or
7.1(viii) of the First Supplemental Indenture with respect to the Company,
the expenses are intended to constitute expenses of administration under the
Bankruptcy Law.”


 


Section 3.7             Covenant Defeasance.


 


The first paragraph of Section 11.3 of the Base Indenture is
hereby amended and restated in its entirety, subject to Section 3.1 hereof
and with respect to the 2019 Notes only, to read as follows:


 


“Upon
the Company’s exercise of the option provided in Section 11.1 to obtain a
covenant defeasance with respect to the Outstanding Securities of a particular
series, the Company shall be released from its obligations under Section 5.3
of the Base Indenture and Article V and Article VI of the First
Supplemental Indenture with respect to the Outstanding Securities of such
series on and after the date the applicable conditions set forth in Section 11.4
are satisfied (“Covenant Defeasance”).
Covenant defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in Section 5.3
of the Base Indenture and Article V and Article VI of the First
Supplemental Indenture, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other
provision herein or in any other document, and such omission to comply shall
not constitute an Event of Default under Section 7.1(iv) of the First
Supplemental Indenture  with respect to
Outstanding Securities of such series, and the remainder of this Indenture and
of the Securities of such series shall be unaffected thereby.”


 


ARTICLE IV.



REDEMPTION AND REPURCHASES


 


Article III of the Base Indenture is, subject to Section 3.1
and with respect to the 2019 Notes only, replaced in its entirety with the
provisions set forth in Article IV of this First Supplemental Indenture.


 


Section 4.1             Company’s Right to Redeem; Notices to
Trustee.


 


(a)           The Company, at its option, may redeem
the 2019 Notes in accordance with the provisions of Paragraph 5 of
the 2019 Notes (an “Optional Redemption”).


 


13

















 


(b)           Each Holder or beneficial owner, by
accepting the 2019 Notes, shall be deemed to have agreed that if the Gaming
Authority of any jurisdiction in which the Company or any Subsidiary does
business requires that a Person who is a holder or the beneficial owner of the
2019 Notes be licensed, qualified or found suitable under applicable Gaming
Laws, such Holder of 2019 Notes or beneficial owner, as the case may be, shall
apply for a license, qualification or a finding of suitability within the
required time period.   If such Person
fails to apply or become licensed or qualified or is found unsuitable, the
Company shall have the right, at its option to:


 


(i)            require such Person to dispose of the
2019 Notes or beneficial interest in the 2019 Notes within 30 days of receipt
of notice of the Company’s election or such earlier date as may be requested or
prescribed by such Gaming Authority; or


 


(ii)           redeem such Person’s 2019 Notes (a “Gaming Law Redemption”) at a redemption
price (the “Gaming Law Redemption Price”)
per $1,000 principal amount of Securities equal to:


 


(A)          the lesser of


 


(i)            such Person’s cost, and


 


(ii)           $1,000, plus accrued and unpaid interest,
if any, to the earlier of the Redemption Date or the date of the finding of
unsuitability, which may be less than 30 days following the notice of
redemption if so required or prescribed by the applicable Gaming Authority; or


 


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


 


provided,  that,
in the case of any such Gaming Law Redemption, (x) the Company shall use
its reasonable efforts to obtain necessary regulatory approvals to provide that
the Gaming Law Redemption Price will be no less than the amount set forth in
clause (A)(ii) above, and (y) following any such redemption, any
outstanding 2019 Notes shall have a minimum denomination of $2,000 and $1,000
in excess thereof.


 


The Company shall not be responsible for any costs or expenses any such
Holder of 2019 Notes may incur in connection with its application for a
license, qualification or a finding of suitability.


 


(c)           If the Company elects to redeem
2019 Notes pursuant to paragraph (a) or (b) of this Section 4.1,
it shall notify the Trustee in writing of the Redemption Date, the principal
amount of 2019 Notes to be redeemed and that such redemption is being made
pursuant to Section 4.1(a) or Section 4.1(b), as the case may
be. The Company shall give each notice to the Trustee provided for in this Section 4.1(c) as
soon as practicable.  Such notice shall
be accompanied by an Officers’ Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the terms and
conditions of this Indenture.


 


14

















 


(d)           The Company or the Trustee shall mail a
notice of redemption of the 2019 Notes by first-class mail, postage
prepaid, or by electronic transmission, to each Holder of 2019 Notes to be
redeemed at such Holder’s registered address,


 


(i)            in the event of an Optional Redemption,
at least 30 days but nor more than 60 days before the Redemption Date, and


 


(ii)           in the event of a Gaming Law Redemption,
as soon as practicable, and in any event, no later than may be required by the
applicable Gaming Authority.


 


In the event of an Optional Redemption, the Company shall also issue a
press release containing the relevant information included in the notice and
make the press release available on its website.


 


Any notice pursuant to this Section 4.1(d) shall identify the
2019 Notes to be redeemed, shall not be conditional and shall state:


 


(A)          the Redemption Date;


 


(B)           the Redemption Price as set forth in such
2019 Note;


 


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


 


(D)          that 2019 Notes called for
redemption must be surrendered to the Paying Agent to collect the Redemption
Price;


 


(E)           if fewer than all of the Outstanding
2019 Notes are to be redeemed, the certificate numbers, if any, and
principal amounts of the particular 2019 Notes to be redeemed;


 


(F)           that, unless the Company defaults in
making payment of such Redemption Price, interest, if any, on 2019 Notes
called for redemption will cease to accrue on and after the Redemption Date;
and


 


(G)           the CUSIP and ISIN number of the 2019 Notes.


 


At the Company’s request, the Trustee shall give the notice of
redemption in the Company’s name and at the Company’s expense, provided, that the Company makes such
request at least three Business Days prior to the date by which such notice of
redemption must be given to Holders of 2019 Notes in accordance with this Section 4.1(d).
The Trustee shall not be responsible for the content of the notice of
redemption.


 


(e)           Once notice of redemption is given,
2019 Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice, subject, in the event of
a Gaming Law Redemption, to the requirements of the applicable Gaming Authority
causing such redemption.  Upon surrender
to the Paying Agent, such 2019 Notes shall be paid at the Redemption Price
stated in the notice.


 


15

















 


Unless the Company defaults in the payment of the Redemption Price and
accrued interest, if any, on and after the Redemption Date, interest shall
cease to accrue on the Securities or portions of the Securities called for
redemption.


 


(f)            Prior to 10:00 a.m. (New York City
time), on the Redemption Date, the Company shall deposit with the Paying Agent
(or if the Company or any of its Subsidiaries is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the Redemption Price of
all 2019 Notes to be redeemed on that date other than 2019 Notes or
portions of 2019 Notes called for redemption which on or prior thereto
have been delivered by the Company to the Trustee for cancellation.   The Paying Agent shall as promptly as
practicable return to the Company any money not required for that purpose.  If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.


 


Section 4.2             Selection of 2019 Notes To Be
Redeemed.


 


(a)           In the event of an Optional Redemption,
selection of the 2019 Notes for redemption shall be made pro rata, by lot
or by such other method as the Trustee in its sole discretion deems fair and
appropriate (subject to the procedures of DTC).


 


(b)           In the event of a Gaming Law Redemption,
the Company shall identify to the Trustee in writing such 2019 Notes as
may be required to be redeemed Section 4.1(b) and the requirements of
the applicable Gaming Authority.


 


(c)           2019 Notes shall be redeemed in
principal amounts of $2,000 or integral multiples of $1,000 in excess
thereof.  Provisions of this Indenture
that apply to 2019 Notes called for redemption also apply to portions of
2019 Notes called for redemption. 
Upon surrender of a 2019 Note that is redeemed in part, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder a
new 2019 Note in an authorized denomination equal in principal amount to
the unredeemed portion of the 2019 Note surrendered, or in the case of a
Global Security, the Company shall instruct the Registrar to decrease such
Global Security by the principal amount of the redeemed portion of the
2019 Note surrendered.


 


Section 4.3             Repurchase of 2019 Notes at Option
of the Holder Upon a Change of Control Repurchase Event.


 


(a)           If a Change of Control Repurchase Event
occurs, unless the Company has exercised its right to redeem the 2019 Notes
pursuant to Section 4.1, the 2019 Notes shall be repurchased by the
Company, at the option of the Holder thereof, in cash, at a purchase price
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to but excluding the Change of Control Repurchase Date (the “Change of Control Repurchase Price”),
subject to satisfaction by or on behalf of the Holder of 2019 Notes of the
requirements set forth in Section 4.3(c), provided,
that the Company shall not be required to make a Change of Control repurchase
offer if (i) a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements that the Company would have
been required to meet had it made such an offer, and (ii) such third party
purchases all 2019 Notes properly tendered and not withdrawn under its
offer.  In addition, the Company shall
not be required to repurchase any 2019 Notes if there has occurred and is
continuing on the Change of Control 


 


16

















 


Repurchase Date an Event of Default, other than a
Default in the payment of the Change of Control Repurchase Price.


 


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


 


(i)            the information required by Section 4.3(b); and


 


(ii)           whether the Company desires the Trustee to give the
Change of Control Notice required by Section 4.3(b).


 


(b)           Within 30 calendar days following the
date upon which the Change of Control Repurchase Event occurred or, at the
option of the Company, prior to any Change of Control but after the public
announcement of that pending Change of Control, the Company shall send a
written notice of the Change of Control Repurchase Event  (the “Change
of Control Notice,” and the date of such mailing, the “Change of Control Notice Date”) by
first-class mail, or by electronic transmission in the case of 2019 Notes held
in book-entry form, to the Trustee and to each Holder of 2019 Notes (and to
beneficial owners as required by applicable law), provided,
that a Change of Control Repurchase Event offer may only be made in advance of
a Change of Control Repurchase Event and be conditional on such Change of
Control Repurchase Event if a definitive agreement is in place for the Change
of Control Repurchase Event at the time such conditional Change of Control
Repurchase Event offer is made.


 


The Change of Control Notice shall include a form of Change of Control
Repurchase Notice to be completed by the Holder of 2019 Notes and shall state:


 


(i)            briefly, the nature of the Change of
Control Repurchase Event and the date of such Change of Control Repurchase
Event;


 


(ii)           the date by which the Change of Control
Repurchase Notice pursuant to Section 4.3(c) must be given;


 


(iii)          the purchase date, which shall be no
earlier than 30 calendar days and no more than 60 calendar days after the
Change of Control Notice Date, except as may be required by law (the “Change of Control Repurchase Date”);


 


(iv)          the Change of Control Repurchase Price;


 


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


 


(vi)          that to collect payment, the
2019 Notes must be surrendered to the Paying Agent prior to the close of
business on the third Business Day prior to the Change of Control Repurchase
Date;


 


(vii)         that the Change of Control Repurchase
Price for any 2019 Note as to which a Change of Control Repurchase Notice
has been duly given and not withdrawn will be paid promptly following the later
of the Change of Control Repurchase Date and the time of surrender of such
2019 Note as described in (vi);


 


17

















 


(viii)        briefly, the procedures the Holder of
2019 Notes must follow to exercise rights under this Section 4.3;


 


(ix)           the procedures for withdrawing a Change
of Control Repurchase Notice;


 


(x)            that, unless the Company defaults in
making payment of such Change of Control Repurchase Price, interest, if any, on
2019 Notes surrendered for repurchase by the Company will cease to accrue
on and after the Change of Control Repurchase Date;


 


(xi)           the CUSIP and ISIN number of the
2019 Notes; and


 


(xii)          if mailed prior to the date of
consummation of the Change of Control, that the Change of Control Repurchase
Event offer is conditioned on the consummation of the Change of Control on or
prior to the Change of Control Repurchase Date.


 


Simultaneously with the provision of the Change of Control Notice, the
Company shall issue a press release containing the information in above clauses
(i) through (xii) and make the press release available on its website.


 


(c)           A Holder of 2019 Notes may exercise its
rights specified in Section 4.3(a) upon delivery of a written notice
of repurchase (a “Change of Control
Repurchase Notice”) to the Paying Agent at any time on or prior to
the close of business on the third Business Day immediately preceding the
Change of Control Repurchase Date, stating:


 


(i)            if certificated Securities have been
issued, the certificate number of the 2019 Note which such Holder of 2019
Notes will deliver to be repurchased;


 


(ii)           the portion of the principal amount of
the 2019 Note which such Holder of 2019 Notes will deliver to be
purchased, which portion must be $2,000 or an integral multiple of $1,000 in
excess thereof; and


 


(iii)          that such 2019 Note shall be repurchased
pursuant to the terms and conditions specified in Paragraph 6 of the
2019 Notes.


 


The delivery of such 2019 Note to the Paying Agent with the Change
of Control Repurchase Notice (together with all necessary endorsements) at the
offices of the Paying Agent specified in the Change of Control Notice, or the
transfer of such 2019 Note to the Paying Agent by book-entry transfer
pursuant to applicable procedures of the Paying Agent and DTC, prior to the
close of business on the third Business Day prior to the Change of Control
Repurchase Date, shall be a condition to the receipt by the Holder of 2019
Notes of the Change of Control Repurchase Price therefor.


 


The Company shall repurchase from the Holder of 2019 Notes thereof,
pursuant to this Section 4.3, a portion of a 2019 Note if the
principal amount of such portion is $2,000 or 


 


18

















 


an integral multiple of $1,000 in excess thereof.  Provisions of this Indenture that apply to
the repurchase of all of a 2019 Note also apply to the repurchase of such
portion of such 2019 Note.


 


Any repurchase by the Company contemplated pursuant to the provisions
of this Section 4.3 shall be consummated by the delivery of the
consideration to be received by the Holder of 2019 Notes on the Change of
Control Repurchase Date.


 


(d)           The Company shall deposit cash, at the
time and in the manner as provided in Section 4.5, sufficient to pay the
aggregate Change of Control Repurchase Price of all 2019 Notes to be repurchased pursuant to
this Section 4.3.


 


Section 4.4             Effect of Change of Control Repurchase Notice.


 


Upon receipt by the Paying Agent of the Change of Control Repurchase
Notice specified in Section 4.3(c), the Holder of the 2019 Note in
respect of which such Change of Control Repurchase Notice was given shall
(unless such Change of Control Repurchase Notice is withdrawn as specified in
the following paragraph) thereafter be entitled to receive solely the Change of
Control Repurchase Price with respect to such 2019 Note.  Such Change of Control Repurchase Price shall
be paid to such Holder, subject to receipts of funds by the Paying Agent,
promptly following the later of (i) the Change of Control Repurchase Date
with respect to such 2019 Note (provided the
conditions in Section 4.3(c) have been satisfied) and (ii) the
time of delivery of such 2019 Note to the Paying Agent by the Holder
thereof in the manner required by Section 4.3(c).


 


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


 


(a)           the certificate number of the
2019 Note in respect of which such notice of withdrawal is being submitted
if certificated Securities have been issued, or the appropriate Depositary
procedures;


 


(b)           the principal amount of the
2019 Note with respect to which such notice of withdrawal is being
submitted; and


 


(c)           the principal amount, if any, of such
2019 Note which remains subject to the original Change of
Control Repurchase
Notice and which has been or will be delivered for repurchase by the Company.


 


Section 4.5             Deposit of Change of Control Repurchase Price.


 


Prior to 10:00 a.m. (New York City time) on the Change of Control
Repurchase Date, as the case may be, the Company shall deposit with the Trustee
or with the Paying Agent (or, if the Company or any of its Subsidiaries is
acting as the Paying Agent, shall segregate and hold in trust as provided in Section 4.2
of the Base Indenture) an amount of cash (in immediately available funds if
deposited on such Business Day), sufficient to pay the aggregate Change of


 


19
















 


Control Repurchase Price
of all the 2019 Notes or portions thereof which are to be repurchased as of the
Change of Control Repurchase Date.


 


Section 4.6                                    Acceptance of 2019 Notes Properly
Tendered.


 


On the Change of Control Repurchase Date, the Company
shall accept for payment all 2019 Notes or portions of 2019 Notes properly
tendered pursuant to the Change of Control offer and deliver or cause to be
delivered to the Trustee the 2019 Notes properly accepted, together with an
Officers’ Certificate stating the aggregate principal amount of the 2019 Notes
or portions thereof the Company is purchasing. 
Any 2019 Note so accepted will cease to accrue interest on and after the
Change of Control Repurchase Date.


 


Section 4.7                                    Distribution of Change of Control Repurchase
Price.


 


The Paying Agent shall promptly distribute to each
Holder of 2019 Notes properly tendered the Change of Control Repurchase Price
for such 2019 Notes.


 


Section 4.8                                    2019 Notes Repurchased in Part.


 


Any certificated 2019 Note that is to be repurchased
only in part shall be surrendered at the office of the Paying Agent (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such 2019 Note, without service charge, a new 2019 Note,
of any authorized denomination as requested by such Holder in aggregate
principal amount equal to, and in exchange for, the portion of the principal
amount of the 2019 Note so surrendered which is not repurchased, or in the case
of a Global Security, the Company shall instruct the Registrar to decrease such
Global Security by the principal amount of the repurchased portion of the 2019 Note
surrendered.


 


Section 4.9                                    Covenant to Comply with Securities Laws
Upon Repurchase of 2019 Notes.


 


When complying with the provisions of Section 4.3
hereof (provided, that such offer
or repurchase constitutes a “tender offer” for purposes of Regulation 14E
(which term, as used herein, includes any successor provision thereto) under
the Exchange Act at the time of such offer or repurchase), the Company shall,
to the extent applicable, (a) comply with Rule 14e-1 (or any successor
provision) under the Exchange Act, and (b) otherwise comply with any applicable
Federal and state securities laws so as to permit the rights and obligations
under Section 4.3 to be exercised in the time and in the manner specified in Section
4.3.


 


Section 4.10                              Repayment to the Company.


 


The Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed as provided in Paragraph 13 of the 2019
Notes, held by them for the payment of the Change of Control Repurchase Price; provided, however, that to the extent that
the aggregate amount of cash deposited by the Company pursuant to Section 4.5
exceeds the aggregate Change of Control Repurchase Price of the 2019 Notes or portions
thereof which the 


 


20

















 


Company is obligated to
repurchase as of the Change of Control Repurchase Date, then, unless otherwise
agreed in writing with the Company, promptly after the Business Day following
the Change of Control Repurchase Date, the Trustee shall return any such excess
to the Company.


 


ARTICLE V.



COVENANTS


 


Section 5.1                                    Further Instruments and Acts.


 


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


 


Section 5.2                                    Maintenance of Office or Agency.


 


The Company will maintain in Minneapolis, Minnesota,
an office or agency of the Trustee, Registrar and Paying Agent where 2019 Notes
may be presented or surrendered for payment, where 2019 Notes may be
surrendered for registration of transfer, exchange, repurchase or redemption
and where notices and demands to or upon the Company in respect of the 2019 Notes
and this Indenture may be served.  The
office of Wells Fargo Bank, National Association, at 625 Marquette Ave.,
Minneapolis, Minnesota 55402 (Attention: Bondholder Communications), shall
initially be such office or agency for all of the aforesaid purposes.  The Company shall give prompt written notice
to the Trustee of the location, and of any change in the location, of any such
office or agency (other than a change in the location of the Corporate Trust
Office of the Trustee).  If at any time
the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 9.2.


 


The Company may also from time to time designate one
or more other offices or agencies where the 2019 Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in Minneapolis, Minnesota, for such
purposes.


 


Section 5.3                                    Future Liens.


 


(a)           Subject to the Company’s obtaining the regulatory
approvals described in Section 5.3(b), if at any time, pursuant to the terms of
any credit agreement or facility between the Company and its lenders, as
amended at such time (a “Credit Facility”),
the Company is required to grant a Lien to the lenders under such Credit
Facility (or their representative) as a result of the Company’s non-credit
enhanced, senior unsecured long-term indebtedness being rated below a level
specified in such Credit Facility, the Company will grant to the Trustee, on behalf
of all Holders of the 2019 Notes, an equal and ratable Lien on any of its
assets or the assets of its Subsidiaries that are subject to any such Lien
granted to the lenders under the terms of such Credit Facility.  If, thereafter, any such Lien is released
pursuant to the terms of any such Credit Facility, then the Lien granted to the
Trustee, for the benefit of all Holders of the 


 


21

















 


2019 Notes, will similarly be released; provided, that if any Lien in favor of the lenders under
such Credit Facility is then subsequently reimposed under the terms of the
Credit Facility, the Company shall again grant an equal and ratable Lien in
favor to the Trustee, for the benefit of all Holders of the 2019 Notes.


 


(b)           The Company shall use its reasonable best efforts to
obtain all regulatory approvals needed to implement Section 5.3(a) on or before
November 30, 2009; provided, that
any failure to obtain any such regulatory approval shall not be a breach of
this covenant or a Default or Event of Default hereunder so long as the Company
has used such reasonable best efforts.


 


(c)           Any Lien granted pursuant to Section5.3(a) shall be
shared equally and ratably with the loans under the Credit Facility and with
any other notes, bonds or debentures that may be issued by the Company
following the date of this First Supplemental Indenture, if the terms of such
other notes, bonds or debentures so provide; provided
that any such Lien shall be automatically released upon the release of the Lien
granted pursuant to Section 5.3(a).


 


(d)           Any Lien granted pursuant to Section 5.3(a) shall be
documented in a security agreement entered into by the Company and the
collateral agent (or agents) thereunder. 
The terms of such security agreement and the collateral agent (or
agents) thereunder shall be determined by the Company and such lenders (or
their representative) and, provided such terms otherwise comply with the terms
of this Section 5.3, the Company shall be entitled to enter into such security
agreement and provide to the Trustee, on behalf of all Holders of 2019 Notes,
the equal and ratable Lien provided for therein.  Promptly following its entry into such
security agreement, the Company shall file with the Trustee an Officers’
Certificate stating that all conditions precedent to its entry into such
security agreement under this Indenture have been complied with.  Such security agreement shall provide for the
automatic release of the Lien granted therein to the Trustee, on behalf of all
Holders of 2019 Notes, upon the release of the Lien granted therein to the
lenders under the applicable Credit Facility (or their representative), and any
Lien granted therein to any other secured parties thereto shall also be
automatically released upon the release of the Lien granted therein to the
lenders under the applicable Credit Facility (or their representative).  Promptly following the automatic release of
any such Lien, the Company shall provide written notice to the Trustee that the
Lien granted under such security agreement to the Trustee, on behalf of all
Holders of 2019 Notes, has been automatically released.  To the extent that the
Trustee receives any monies in connection with such a Lien, it shall pay such
funds to the Holder or Holders of 2019 Notes 
in accordance with the provisions of this Indenture in the same manner
as payments of interest or principal on the 2019 Notes.  The Trustee may conclusively rely, in all respects and
for all purposes hereunder, upon any Officers’ Certificate or written notice
delivered to the Trustee by the Company under this Section 5.3.


 


Section 5.4                                    Restrictions on Secured Debt.


 


The Company shall not, and shall not permit any
Restricted Subsidiary to, incur, issue, assume or guarantee any Indebtedness
secured by any Lien, other than Permitted Liens, on (1) any property or assets
owned or leased by the Company or any Restricted Subsidiary or (2) any shares
of stock or debt of any Restricted Subsidiary, unless the Company secures the
2019 Notes equally and ratably with, and concurrently or prior to, the
Indebtedness secured by 


 


22

















 


the Lien, for so long as
such other indebtedness is so secured. 
If the Company secures the 2019 Notes in this manner, the Company shall
have the option of securing any of its other Indebtedness or obligations, or
those of any Subsidiary, equally and ratably with the 2019 Notes, as long as
such other debt or obligations are not subordinate to the 2019 Notes.


 


Notwithstanding the foregoing, the Company may, and
may permit any of its Restricted Subsidiaries to, incur Liens securing
Indebtedness without granting equal and ratable Liens to the Trustee, on behalf
of the Holders of the 2019 Notes, in accordance with the first paragraph of
this Section 5.4 if, after giving effect to the granting of such Liens, the
aggregate amount (without duplication) of (a) the aggregate principal amount of
the Indebtedness secured by such Liens (other than Indebtedness secured by
Permitted Liens) on the property or assets (which includes Capital Stock) of
the Company and its Restricted Subsidiaries plus (b) all Attributable
Indebtedness of the Company and its Restricted Subsidiaries in respect of any
sale and leaseback transaction (other than those referred to in the second and
third paragraphs of Section 5.5), is in aggregate less than or equal to 10% of
the Company’s Consolidated Net Tangible Assets.


 


Section 5.5                                    Limitations on Sales and Leasebacks.


 


The Company shall not, and shall not permit any
Restricted Subsidiary to, enter into, assume, guarantee or otherwise become
liable with respect to a sale and leaseback transaction unless after giving
effect thereto the sum, without duplication, of (a) the aggregate principal
amount of all secured Indebtedness of the Company and its Restricted
Subsidiaries (other than to the extent secured by a Permitted Lien) and (b) all
Attributable Indebtedness of the Company and its Restricted Subsidiaries in
respect of any sale and leaseback transactions 
(other than those referred to in the following two paragraphs) does not
in the aggregate exceed 10% of the Company’s Consolidated Net Tangible Assets.


 


This Section 5.5 shall not apply to any sale and
leaseback transaction if, within one year from the effective date of such sale
and leaseback transaction, the Company or a Restricted Subsidiary apply to (1) the
purchase, construction or improvement of other property used or useful in the
business of, or other capital expenditure by, the Company or any of the Company’s
Restricted Subsidiaries or (2) the retirement of Long-Term Debt or the
prepayment of any Capital Lease Obligation of the Company or any Restricted
Subsidiary, an amount of cash not less than the greater of (a) the net proceeds
of the sale of the property sold and leased back pursuant to such arrangement,
or (b) the fair market value of the property sold and leased back pursuant to
such arrangement, provided that
the amount to be applied or prepaid shall be reduced by (x) the principal
amount of any 2019 Notes delivered within one year after such sale to the
Trustee for retirement and cancellation, and (y) the principal amount of the
Company’s Long-Term Debt (including, for this purpose, any currently maturing
portion of such Long-Term Debt), other than the 2019 Notes voluntarily retired
by the Company or any Restricted Subsidiary within one year after such sale.


 


This Section 5.5 also shall not apply to any sale and
leaseback transaction between the Company and any Restricted Subsidiary or
between any Restricted Subsidiary, or for which, at the time the transaction is
entered into, the term of the related lease to the Company or a Restricted
Subsidiary of the property sold pursuant to such transaction is three years or
less.


 


23

















 


Section 5.6                                    Compliance Certificate.


 


The Company shall deliver to the Trustee within 120
days after the end of each fiscal year (beginning with the fiscal year ending September
30, 2009) of the Company an Officers’ Certificate, stating whether or not to the
best knowledge of the signers thereof, the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have
knowledge.  An Officers’ Certificate
given pursuant to this Section 5.6 shall be signed by the principal financial
or accounting officer of the Company but need not contain the statements
provided for in Section 13.7 of the Base Indenture.


 


ARTICLE VI.



SUCCESSOR CORPORATION


 


Article X of the Base Indenture is, subject to Section
3.1 and with respect to the 2019 Notes only, replaced in its entirety with the
provisions set forth in Article VI of this First Supplemental Indenture.


 


Section 6.1                                    When Company May Merge or Transfer
Assets.


 


The Company shall not consolidate with or merge with
or into any other Person, convey, transfer, sell or lease its properties and
assets substantially as an entirety to any Person, or permit any Person to
consolidate with or merge into the Company, unless:


 


(a)           either (i) the Company shall be the surviving Person,
or (ii) if the Company is not the surviving Person, either (A) the surviving
Person formed by such consolidation or into which the Company is merged or the
Person that acquires by conveyance, transfer or lease the properties and assets
of the Company substantially as an entirety shall be a corporation organized
and validly existing under the laws of the United States of America, any State
thereof or the District of Columbia or (B) the Company shall have received an
opinion of nationally recognized counsel experienced in such matters to the
effect that, under the relevant laws (as in effect at the date of the merger or
consolidation, but taking into account reasonably expected changes in laws), (x)
Holders of the 2019 Notes will be subject to tax for U.S. federal income tax
purposes with respect to their investment in the 2019 Notes after such
transaction in the same amount, at the same time and otherwise in the same
manner as prior to such transaction, and (y) the net amount of payments to be
received by the Holders of the 2019 Notes will not be less than the amounts
that such Holders of the 2019 Notes would have been entitled to receive prior
to the merger or consolidation and, provided that, in the case of either clause
(A) or (B), the surviving Person shall execute and deliver an indenture
supplemental hereto,  in form reasonably
satisfactory to the Trustee, expressly assuming the payment when due of the
principal of and interest on the 2019 Notes and the performance of each of the
Company’s other covenants under this Indenture;


 


(b)           if, as a result of any such consolidation or merger or
such conveyance, transfer or lease, the Company’s properties or assets would
become subject to a mortgage, 


 


24

















 


pledge, lien security interest or other encumbrance
which would not be permitted by this Indenture, the Company or the successor
corporation shall take such steps as shall be necessary effectively to secure
the 2019 Notes equally and ratably with (or prior to) all indebtedness secured
thereby;


 


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


 


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


 


The successor Person formed by such consolidation or
into which the Company is merged or the successor Person to which such
conveyance, transfer, sale or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein; and thereafter, except in the case of a lease, the Company
shall be discharged from all obligations and covenants under this Indenture and
the 2019 Notes.  Subject to Section 9.1
of the Base Indenture, the Company, the Trustee and the successor Person shall
enter into a supplemental indenture to evidence the succession and substitution
of such successor Person and such discharge and release of the Company.


 


This Article VI shall not apply to any sale,
assignment, transfer, conveyance or other disposition of assets between or
among the Company and any Restricted Subsidiary.


 


ARTICLE VII.



DEFAULTS AND REMEDIES


 


Article VI of the Base Indenture is, subject to Section
3.1 and with respect to the 2019 Notes only, replaced in its entirety with the
provisions set forth in Article VII of this First Supplemental Indenture.


 


Section 7.1                                    Events of Default.


 


Each of the following events shall be an “Event of Default”:


 


(i)            the Company defaults in any payment of
interest due and payable on the 2019 Notes, and such default continues for a
period of 30 days;


 


(ii)           the Company defaults in the payment of
all or any part of the principal on the 2019 Notes and accrued and unpaid
interest when the same becomes due and payable at the Maturity Date, upon
required repurchase or following a Change of Control Repurchase Event;


 


25

















 


(iii)          the Company fails to provide a Change of
Control Notice as required in Section 4.3(b);


 


(iv)          the Company defaults in its performance
of any covenant or agreement in respect of the 2019 Notes or this Indenture
(other than a failure that is the subject of the foregoing clauses (i) or (ii))
for 60 days after receipt by the Company of a Notice of Default from the
Trustee or after receipt by the Company and the Trustee of a Notice of Default
from the holders of at least 25% in aggregate principal amount of the 2019 Notes
then Outstanding;


 


(v)           a default by the Company or any
Significant Subsidiary under any Indebtedness (other than the 2019 Notes)
having an outstanding principal amount of $100,000,000 (or its foreign currency
equivalent) or more, after the applicable grace period, that has caused the
holders of the instruments evidencing such Indebtedness to declare such
Indebtedness to be due and payable prior to its stated maturity, unless such
declaration has been rescinded within 30 days;


 


(vi)          a default by the Company or any
Significant Subsidiary in the payment of principal or premium at final maturity
under any other instruments of indebtedness, which default is in an aggregate
principal amount exceeding $100,000,000 (or its foreign currency equivalent)
and continues unremedied and unwaived for more than 30 Business Days after the
expiration of any grace period or extension of the time for payments applicable
thereto;


 


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


 


(A)          commences a voluntary case;


 


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


 


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


 


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


 


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


 


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


 


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


 


26

















 


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


 


(D)          grants any similar relief under any
foreign laws; and in each such case the order or decree remains unstayed and in
effect for 60 days.


 


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


 


A Default under clause (iv) is not an Event of Default
until the Trustee or the Holders of at least 25% in aggregate principal amount
of the 2019 Notes then Outstanding notify the Company (and in the case of such
notice by Holders of 2019 Notes, the Trustee) of the Default and the Company does
not cure such Default after receipt of such notice within the time
specified.  Such notice must specify the
Default, demand that it be remedied and state that such notice is a “Notice of Default.”


 


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


 


Notwithstanding anything in this Indenture or in the
2019 Notes to the contrary, at the election of the Company, the sole remedy for
an Event of Default specified in Section 7.1(iv) relating to the failure by the
Company to comply with Section 5.3 of the Base Indenture or for any failure by the
Company to comply with the requirements of Section 314(a)(1) of the TIA, shall
for the first 60 days after the occurrence of such an Event of Default consist
exclusively of the right to receive an extension fee (the “Extension Fee”) on the 2019 Notes at an
annual rate equal to 0.25% of the principal amount of the 2019 Notes.  This Extension Fee will accrue on the 2019 Notes
from and including the date on which an Event of Default relating to the
failure to comply with Section 5.3 of the Base Indenture or for any failure by
the Company to comply with the requirements of Section 314(a)(1) of the TIA
first occurs to but not including the 60th day thereafter (or such earlier date
on which the Event of Default relating to such obligations shall have been cured
or waived pursuant to Section 7.4).  On
such 60th day (or earlier, if such Event of Default is cured or waived pursuant
to Section 7.4 prior to such 60th day), such Extension Fee will cease to accrue
and, if such Event of Default has not been cured or waived pursuant to Section 7.4
prior to such 60th day, then the Trustee or the holders of not less than 25% in
principal amount of the 2019 Notes may declare the principal of and accrued and
unpaid interest on all such 2019 Notes to be due and payable immediately.  This provision shall not affect the rights of
Holders of 2019 Notes in the event of the occurrence of any other Event of
Default.  If the Company elects to pay
the Extension Fee as the sole remedy for an Event of Default specified in Section
7.1(iv) relating to the failure by the Company to comply with Section 5.3 of
the Base Indenture or the failure by the Company to comply with the
requirements of Section 314(a)(1) of the TIA, the Company shall notify, in the
manner provided for in Section 9.2, the Holders of 2019 Notes and the Trustee
of such election at any time on or before the close of business on the date on
which such Event of Default first occurs. 
If the Extension Fee is 


 


27

















 


payable under this Section
7.1, the Company shall deliver to the Trustee a Officers’ Certificate to that
effect stating the date on which such Extension Fee is payable.  Unless and until a Trust Officer receives at
the Corporate Trust Office such an Officers’ Certificate, the Trustee may
assume without inquiry that no Extension Fee is payable.  If the Extension Fee has been paid by the
Company directly to the Persons entitled to them, the Company shall deliver to
the Trustee a certificate setting forth the particulars of such payment.  To make such election, the Company must
deliver notice to the Trustee for Holders of 2019 Notes prior to the day any
such Event of Default occurs.


 


In the event that the
Company is required to pay any Extension Fee pursuant to this Section 7.1, the
Company shall provide a direction or order in the form of a written notice to
the Trustee (and if the Trustee is not the Paying Agent, the Paying Agent) of
the Company’s obligation to pay such Extension Fee no later than three Business Days prior to date on which any such
Extension Fee is scheduled to be paid. 
Such notice shall set forth the amount of Extension Fee  to be paid by the Company on such payment date and direct the Trustee
(or, if the Trustee is not the Paying Agent, the Paying Agent) to make payment
to the extent it receives funds from the Company to do so.  The Trustee shall not at any time be under
any duty or responsibility to any Holder of 2019 Notes  to determine whether Extension Fee is
payable, or with respect to the nature, extent, or calculation of the amount of
Extension Fee owed, or with respect to the method employed in such calculation
of Extension Fee.


 


Section 7.2                                    Acceleration.


 


If an Event of Default (other than an Event of Default
specified in Sections 7.1(vii) or 7.1(viii) with respect to the Company) occurs
and is continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the 2019 Notes then Outstanding by
notice to the Company and the Trustee, may declare the principal amount of 2019
Notes Outstanding plus accrued and unpaid interest on all the 2019 Notes to be
immediately due and payable.  Upon such a
declaration, such accelerated amount shall be due and payable immediately.


 


If an Event of Default specified in Sections 7.1(vii) or
7.1(viii) with respect to the Company occurs and is continuing, the principal
amount of 2019 Notes Outstanding plus accrued and unpaid interest on all the
2019 Notes shall, automatically and without any action by the Trustee or any
Holder of 2019 Notes, become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders of 2019
Notes.


 


The Holders of a majority in aggregate principal
amount of the 2019 Notes at the time Outstanding by notice to the Trustee and
the Company and without notice to any other Holder of 2019 Notes may rescind
any declaration of acceleration if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or waived
except nonpayment of the principal amount plus accrued and unpaid interest that
have become due solely as a result of acceleration.  No such rescission shall affect any
subsequent Default or Event of Default or impair any right consequent thereto.


 


28

















 


Section 7.3                                    Other Remedies.


 


If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of the principal
amount plus accrued and unpaid interest, if any, on the 2019 Notes or to
enforce the performance of any provision of the 2019 Notes or this Indenture.


 


The Trustee may maintain a proceeding even if it does
not possess any of the 2019 Notes or does not produce any of the 2019 Notes in
the proceeding.  A delay or omission by
the Trustee or any Holder of 2019 Notes 
in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence
in the Event of Default.  No remedy is
exclusive of any other remedy.  All
available remedies are cumulative.


 


Section 7.4                                    Waiver of Past Defaults.


 


The Holders of a majority in aggregate principal
amount of the 2019 Notes at the time Outstanding by notice to the Trustee and
without notice to any other Holder of 2019 Notes may waive an existing Default
and its consequences except (a) an Event of Default described in Section 7.1(i)
or 7.1(ii) or (b) a default in respect of a provision that under Section 9.2 of
the Base Indenture cannot be amended without the consent of each Holder of 2019
Notes.  When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other
default or impair any consequent right.


 


Section 7.5                                    Control by Majority.


 


The Holders of a majority in aggregate principal
amount of the 2019 Notes at the time Outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee.  However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or, subject to Section 7.1
of the Base Indenture, that the Trustee determines is prejudicial to the rights
of other Holders of 2019 Notes or would potentially involve the Trustee in
personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction.  Prior to taking any action
hereunder, the Trustee shall be entitled to reasonable indemnification against
all losses and expenses caused by taking or not taking such action.


 


Section 7.6                                    Limitation
on Suits.


 


A Holder of 2019 Notes may not pursue any remedy with
respect to this Indenture or the 2019 Notes unless:


 


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


 


(b)           the Holders of at least 25% in aggregate principal
amount of the 2019 Notes at the time Outstanding make a written request, and
such Holder or Holders shall 


 


29

















 


have offered reasonable indemnity satisfactory to the
Trustee to pursue such proceeding as trustee; and


 


(c)           the Trustee has failed to institute such proceeding
within 60 days after such notice, request and offer of indemnity and, during
such 60-day period, has not received from the Holders of at least a majority in
aggregate principal amount of the 2019 Notes at the time Outstanding a
direction inconsistent with such request.


 


A Holder of 2019 Notes may not use this Indenture to
prejudice the rights of any other Holder of 2019 Notes or to obtain a
preference or priority over any other Holder of 2019 Notes.


 


Section 7.7                                    Rights of Holders to Receive Payment.


 


Notwithstanding any other provision of this Indenture,
the right of any Holder of 2019 Notes to receive payment of the principal
amount, interest, Extension Fee, Redemption Price, or Change of Control
Repurchase Price in respect of the 2019 Notes held by such Holder, on or after
any Redemption Date, Change of Control Repurchase Date, or the respective due
dates expressed in such Holder’s 2019 Notes, 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 consent of such Holder.


 


Section 7.8                                    Collection Suit by Trustee.


 


If an Event of Default specified in Section 7.1(i) or
7.1(ii) occurs and is continuing, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the whole
amount then due and owing (together with interest on any unpaid interest to the
extent lawful) and the amounts provided for in Section 7.7 of the Base
Indenture.


 


Section 7.9                                    Trustee May File Proofs of Claim.


 


The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee and the Holders of 2019 Notes allowed in any judicial
proceedings relative to the Company, its creditors or its property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
of 2019 Notes in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder of 2019 Notes to make payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders of 2019 Notes, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.7 of the Base Indenture.


 


Section 7.10                              Priorities.


 


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


 


30
















 


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


 


SECOND:  to Holders of 2019 Notes
for amounts due and unpaid on the 2019 Notes for the principal amount,
Redemption Price, Change of Control Repurchase Price or interest, if any, as
the case may be, ratably, without preference or priority of any kind, according
to such amounts due and payable on the 2019 Notes; and


 


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


 


The Trustee may fix a record date and payment date for any payment to
Holders of 2019 Notes pursuant to this Section 7.10.  At least 15 days before such record date, the
Company shall mail to each Holder of 2019 Notes and the Trustee a notice that
states the record date, the payment date and the amount to be paid.


 


Section 7.11           Undertaking for Costs.


 


In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party
litigant.  This Section 7.11 does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 7.7
or a suit by Holders of more than 10% in aggregate principal amount of the
2019 Notes at the time Outstanding.


 


Section 7.12           Waiver of Stay, Extension or Usury Laws.


 


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


 


ARTICLE VIII.




DISCHARGE AND DEFEASANCE


 


Section 8.1             Discharge of Liability on Securities.


 


When (a) the Company delivers to the Trustee all outstanding 2019
Notes (other than (i) 2019 Notes replaced pursuant to Section 2.7 of
the Base Indenture and (ii) 2019 Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Sections 11.6 and 11.7 of the Base Indenture) for cancellation or (b) all
outstanding 2019 Notes have become due and payable or will become due and
payable within one year, and the Company irrevocably deposits with the Trustee
cash sufficient to pay all amounts due and owing 


 


31

















 


on all Outstanding 2019 Notes (other than (i) 2019
Notes replaced pursuant to Section 2.7 of the Base Indenture and (ii) 2019
Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Sections 11.6 and 11.7 of the
Base Indenture), and if in either case the Company pays all other sums payable
hereunder by the Company, then this First Supplemental Indenture shall, subject
to Section 7.7 of the Base Indenture, cease to be of further effect.  The Trustee shall acknowledge satisfaction
and discharge of this First Supplemental Indenture with respect to the 2019
Notes on demand of the Company accompanied by an Officers’ Certificate and an
Opinion of Counsel and at the cost and expense of the Company.


 


Section 8.2             Defeasance and Covenant Defeasance.


 


The provisions in Article XI of the Base Indenture, as modified
and amended pursuant to Section 3.7 hereof, shall apply to the 2019 Notes
and this First Supplemental Indenture.


 


ARTICLE IX.




MISCELLANEOUS


 


Section 9.1             Trust Indenture Act Controls.


 


If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with any provision of the TIA as then in effect, such
TIA provision shall control.


 


Section 9.2             Notices.


 


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


 


if to the Company:


 


International Game
Technology

9295 Prototype Drive

P.O. Box 10580

Reno, Nevada  89510

Facsimile:  (775) 448-0777

Attention of:  Chief Financial Officer


 


if to the Trustee:


 


Wells Fargo Bank,
National Association

707 Wilshire Blvd, 17th Floor

Los Angeles, California  90017


 


32

















 


Facsimile:
213-614-3355

Attention:  Corporate Trust Department


 


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


 


Any notice or communication given to a Holder of 2019 Notes shall be
mailed to such Holder of 2019 Notes, by first-class mail, postage prepaid, at
such Holder’s address as it appears on the registration books of the Registrar
and shall be deemed sufficiently given if so mailed within the time prescribed.


 


Failure to mail a notice or communication to a Holder of 2019 Notes or
any defect in it shall not affect its sufficiency with respect to other Holders
of 2019 Notes.  If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not received by the addressee.


 


If the Company mails a notice or communication to the Holders of 2019
Notes, it shall mail a copy to the Trustee and each Registrar, Paying Agent or
co-registrar.


 


Section 9.3             Separability Clause.


 


In case any one or more of the provisions contained in this Indenture
or in the 2019 Notes shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or in
the 2019 Notes, but this Indenture and the 2019 Notes shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.


 


Section 9.4             Legal Holidays.


 


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


 


Section 9.5             Governing Law.


 


THIS FIRST SUPPLEMENTAL INDENTURE AND THE 2019 NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


Section 9.6             No Recourse Against Others.


 


A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
2019 Notes or this Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation.  By 


 


33

















 


accepting a 2019 Note, each Holder of 2019 Notes
shall waive and release all such liability. 
The waiver and release shall be part of the consideration for the issue
of the 2019 Notes.


 


Section 9.7             Successors.


 


All agreements of the Company in this Indenture and the 2019 Notes
shall bind its successor.  All agreements
of the Trustee in this Indenture shall bind its successor.


 


Section 9.8             Counterparts.


 


This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same instrument.


 


Section 9.9             Table of Contents; Headings.


 


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


 


Section 9.10           Submission to Jurisdiction.


 


The Company (i) agrees that any suit, action or proceeding against
it arising out of or relating to this Indenture or the 2019 Notes, as the
case may be, may be instituted in any federal court sitting in The City of New
York; (ii) waives to the fullest extent permitted by applicable law, any
objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding, and any claim that any suit, action or proceeding
in such a court has been brought in an inconvenient forum; and (iii) submits
to the non-exclusive jurisdiction of such courts in any suit, action or
proceeding.


 


Section 9.11           Appointment of Agent for Service of
Process.


 


The Company hereby designates Christopher W. Jones, Esq. as its
authorized agent to accept and acknowledge on its behalf service of any and all
process which may be served in any such suit, action or proceeding in any such
court and agrees that service of process upon said agent at its office at
International Game Technology, 520 White Plains Road, Suite 500,
Tarrytown, New York 10591-5118 (or at such other address in the Borough of
Manhattan, the City of New York, as such agent may designate by written notice
to the Company and the Trustee), and written notice of said service to the
Company, mailed or delivered to it, at the addresses provided above, shall be
deemed in every respect effective service of process upon the Company in any
such suit, action or proceeding and shall be taken and held to be valid
personal service upon the Company, whether or not the Company shall then be
doing, or at any time shall have done, business within the State of New York,
and that any such service of process shall be of the same force and validity as
if service were made upon it according to the laws governing the validity and
requirements of such service in such State, and waives all claim of error by
reason of any such service.


 


34

















 


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


 


INTERNATIONAL GAME
TECHNOLOGY


 


 


	
  /s/ Patrick W.
  Cavanaugh

  	
   

  
	
  Name: Patrick
  W. Cavanaugh

  	
   

  
	
  Title: Executive
  Vice President and Chief Financial Officer

  	
   

  



 


 


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


 


	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maddy Hall

  
	
   

  	
   

  	
  Name: Maddy Hall

  
	
   

  	
   

  	
  Title: Vice President

  



 


35

















 


EXHIBIT
A — FORM OF SECURITY


 


[FORM OF FACE OF SECURITY]


 


[Include the following
legend for Global Securities only (the “Global
Securities Legend”):]


 


THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HERINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE
TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL
PURPOSES.


 


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


 


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


 


A-1

















 


	
  No. [              ]

  	
   

  	
  CUSIP: 459902
  AR3

  
	
   

  	
   

  	
  ISIN:
  US459902AR30

  



 


Principal Amount $[                 ]

[as revised by the Schedule of Increases

and Decreases in the Global Security attached hereto][include for Global Security]


 


International Game
Technology




7.50% Notes due 2019


 


International Game Technology, a Nevada corporation, promises to pay to
[          ] [include “Cede & Co.” for Global Security] or
registered assigns, the principal amount of $[    ] on June 15, 2019 (the “Maturity Date”).


 


Interest Payment Dates:  June 15
and December 15.


 


Record Dates:  June 1 and December 1.


 


Additional provisions of this 2019 Note (herein, the “Security”) are
set forth on the other side of this Security.


 


A-2

















 


	
  Dated:                 ,
  2009

  	
  INTERNATIONAL GAME
  TECHNOLOGY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, certifies that this
is one of the Securities referred to in the within-mentioned Indenture.


 


 


	
  By

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
	
   

  
	
  Dated:

  



 


A-3
















 


[FORM OF REVERSE OF SECURITY]



7.50% Notes due 2019


 


1.             Interest.


 


This Security shall bear cash interest at the rate of 7.50% per
annum.  Interest on this Security shall
accrue from June 15, 2009 (the “Issue
Date”), or from the most recent date to which interest has been paid
or provided for.  Interest shall be
payable semiannually in arrears on June 15 and December 15 of each
year, beginning on December 15, 2009 to the holders of record of
Securities (the “Holder”) at the
close of business on the June 1 or December 1 immediately preceding
such Interest Payment Date (or repurchase, redemption or Maturity Date, as
applicable).  Each payment of cash
interest on this Security shall include interest accrued for the period
commencing on and including the immediately preceding Interest Payment Date
(or, if none, the Issue Date) through the day before the applicable Interest
Payment Date, Redemption Date, Change of Control Repurchase Date or Maturity
Date, as applicable.  Any payment
required to be made on any day that is not a Business Day shall be made on the
next succeeding Business Day and no interest or other amount will be paid as a
result of any such postponement. 
Interest shall be calculated using a 360-day year composed of twelve
30-day months.  Interest shall cease to
accrue on this Security upon its Maturity Date or repurchase by the Company
including a repurchase at the option of the Holder upon a Change of Control
Repurchase Event.


 


2.             Method of Payment.


 


The Company shall promptly make all payments in respect of the
Securities on the dates and in the manner provided herein and in the
Indenture.  The Company will pay interest
(except Defaulted Interest) on the principal amount of the Securities on each June 15
and December 15 to the Persons who are registered Holders of Securities at
the close of business on the June 1 and December 1 next preceding the
Interest Payment Date even if Securities are canceled or repurchased after such
Record Date and on or before the Interest Payment Date.  Holders must surrender Securities to a Paying
Agent to collect principal payments.  The
Company will pay principal and interest, including additional interest, if any,
in money of the United States that at the time of payment is legal tender for
payment of public and private debts.  The
Company will make all payments in respect of a Global Security registered in
the name of the Depositary or its nominee to the Depositary or its nominee, as
the case may be, by wire transfer of immediately available funds to the account
specified by such Holder.  The Company
will make all payments in respect of a certificated Security (including
principal and interest) in U.S. dollars at the office of the Trustee.  At the Company’s option, the Company may make
such payments by mailing a check to the registered address of each Holder
thereof as such address shall appear on the register or by wire transfer of
immediately available funds to the account specified by such Holder.


 


3.             Paying Agent and Registrar.


 


Initially, the Trustee will act as Paying Agent and Registrar.  The Company may appoint and change any Paying
Agent or Registrar without notice, other than notice to the Trustee; provided that the Company will maintain at
least one Paying Agent in the United States of 


 


A-4

















 


America, which shall initially be an office or agency
of the Trustee.  The Company and any of
its Subsidiaries may act as Paying Agent or Registrar.


 


4.             Indenture.


 


The Company issued the Securities under an Indenture dated as of June 15,
2009, as supplemented by a first supplemental indenture as of June 15,
2009 (together, the “Indenture”),
in each case between the Company and the Trustee.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939, as in effect from time to time (the “Trust Indenture Act”).  Capitalized terms used herein and not defined
herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms,
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of those terms.


 


The Securities are general unsecured and unsubordinated obligations of
the Company limited to an aggregate principal amount of $500,000,000.  The Indenture does not limit other
indebtedness of the Company, secured or unsecured.


 


5.             Redemption at the Option of the
Company.


 


No sinking fund is provided for the Securities.  Subject to the terms and conditions of the
Indenture, the Securities are redeemable at the option of the Company in whole
or in part, at any time or from time to time, for a cash redemption price (the “Optional Redemption Price”) equal to the
greater of


 


(i)            one hundred percent (100%) of the
principal amount of the Securities to be redeemed, and


 


(ii)           the sum of the present values of the remaining
scheduled payments of principal and interest (exclusive of interest accrued to
the Redemption Date) on the Securities to be redeemed discounted to the
applicable Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 50 basis points,


 


plus, in each case, any accrued and unpaid interest, if
any, on the Securities being redeemed to the applicable Redemption Date, provided that if the applicable Redemption
Date is on or after an interest payment record date and on or before the
related interest payment date, the accrued and unpaid interest will be paid to
the holder of record of such Securities at the close of business on the
relevant record date.


 


Unless the Company defaults in payment of the Optional Redemption Price
on and after the applicable Redemption Date, interest will cease to accrue on
the Securities or portions of the Securities called for redemption.


 


In the case of a partial redemption, selection of the Securities for
redemption will be made pro rata, by lot or by such other method as the Trustee
in its sole discretion deems fair and appropriate (subject to the procedures of
DTC).  No Securities of a principal
amount of $2,000 or less will be redeemed in part.  If any Security is to be redeemed in part
only, the notice of 


 


A-5

















 


redemption that relates to the Security will state the
portion of the principal amount of the Security to be redeemed.  In the case of a certificated Security, a new
Security in a principal amount equal to the unredeemed portion of the Security
will be issued in the name of the holder of the Security upon surrender for
cancellation of the original Security.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent
Investment Bank as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be used, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity with the remaining term of
those Securities.


 


“Comparable Treasury Price”
means, with respect to the Securities on any Redemption Date, (1) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (2) if such release (or any successor release)
is not published or does not contain such prices on such Business Day, (a) the
average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Independent Investment Bank obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
quotations;


 


“Independent Investment Bank”
means one of the Reference Treasury Dealers appointed by the Company;


 


“Reference Treasury Dealer”
means each of Banc of America Securities LLC, Goldman, Sachs & Co.,
RBS Securities Inc. and a Primary Treasury Dealer (as defined below) selected
by Wachovia Capital Markets, LLC, and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”), we shall
replace that former dealer with another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and the Securities on any
Redemption Date, the average, as determined by the Independent Investment Bank,
of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Bank by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such Redemption Date.


 


“Treasury Rate” means,
with respect to the Securities on any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue
(as defined below) for the Securities, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined below) for such Redemption Date.


 


Notice of redemption pursuant to this Paragraph 5 shall be mailed
or sent by electronic transmission at least 30 days but not more than 60 days
before the Redemption Date to each 


 


A-6

















 


Holder of Securities to be redeemed at the Holder’s
registered address.  In addition, the
Company will issue a press release containing the relevant information included
in the notice (and make the press release available on its website).


 


6.             Purchase by the Company at the Option
of the Holder upon a Change of Control Repurchase Event.


 


(a)           At the option of the Holder and subject
to the terms and conditions of the Indenture, if a Change of Control Repurchase
Event occurs, each Holder of Securities will have the right, at its option to
require the Company to repurchase for cash all of its Securities, or any
portion of the principal amount thereof that is equal to $2,000 or an integral
multiple of $1,000 in excess thereof, at a Change of Control Repurchase Price
equal to 101% of the principal amount of Securities to be repurchased plus
accrued and unpaid interest, if any, on the Change of Control Repurchase
Date.  To exercise the repurchase right,
the Holder must deliver on or before the close of business on the third
Business Day immediately preceding the Change of Control Repurchase Date, a
written notice to the Trustee of such Holder’s exercise of its repurchase
right, together with the Securities with respect to which the right is being
exercised.  The Company is required to
repurchase the Securities on the date that is no earlier than 30 calendar days
nor later than 60 calendar days after the date on which the Company notifies
Holders of the Securities of the transaction or transactions that constitute
the Change of Control Repurchase Event.


 


(b)           Holders have the right to withdraw any
Change of Control Repurchase Notice delivered pursuant to Paragraph 6(a) above
by delivering to the Paying Agent a written notice of withdrawal in accordance
with the provisions of the Indenture at any time prior to 5:00 p.m. (New
York City time) on the last day prior to the Change of Control Repurchase
Date.  If cash sufficient to pay the
Change of Control Repurchase Price of all Securities or portions thereof to be
repurchased as of the Change of Control Repurchase Date is deposited with the
Paying Agent on the Change of Control Repurchase Date, interest will cease to
accrue on such Securities (or portions thereof) on and after such Change of Control
Repurchase Date, and the Holder thereof shall have no other rights as such
other than the right to receive the Change of Control Repurchase Price upon
surrender of such Security.


 


7.             Restrictions on Secured Debt.


 


Pursuant to the terms of the Indenture, the Company
and its Restricted Subsidiaries are subject to certain restrictions on their
ability to incur, issue, assume or guarantee any Indebtedness secured by any
Lien (other than Permitted Liens).


 


8.             Limitations on Sales and Leasebacks.


 


Pursuant to the terms of
the Indenture, the Company and its Restricted Subsidiaries are subject to
certain restrictions on their ability to enter into, assume, guarantee or
otherwise become liable with respect to a sale and leaseback transaction to the
extent set forth in the Indenture.


 


A-7

















 


9.             Future Liens.


 


Pursuant to the terms of the Indenture, if at any time
Company is required to grant a lien to the lenders under any credit agreement
or facility because the Company’s non-credit enhanced, senior unsecured
long-term debt is rated below a specified level, the Company has certain
obligations to grant to the Trustee, for the pro rata benefit of all Holders of
2019 Notes, an equal and ratable lien on assets that are the subject of any
such lien granted under the terms of such credit facility.


 


10.          Mandatory Disposition Due to Gaming Laws.


 


Pursuant
to the terms of the Indenture, each holder or beneficial owner, by accepting
this Security, shall be deemed to have agreed that if the Gaming Authority of
any jurisdiction in which the Company or any Subsidiary does business requires
that a Person who is a holder or the beneficial owner of the Security be
licensed, qualified or found suitable under applicable Gaming Laws, such holder
or beneficial owner, as the case may be, shall apply for a license,
qualification or a finding of suitability within the required time period.  If such Person fails to apply or become
licensed or qualified or is found unsuitable, the Company shall have the right,
at its option to require such Person to dispose of this Security or beneficial
interest in this Security within 30 days of receipt of notice of the Company’s
election or such earlier date as may be requested or prescribed by such Gaming
Authority, or redeem such Person’s Security in accordance with the terms of the
Indenture.


 


11.          Denominations; Transfer; Exchange.


 


The Securities are in fully registered form, without coupons, in
denominations of $2,000 of principal amount and integral multiples of $1,000 in
excess thereof.  A Holder may transfer or
exchange Securities in accordance with the Indenture.  The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not transfer or exchange
any Securities in respect of which a Change of Control Repurchase Notice has
been given and not withdrawn (except, in the case of a Security to be
repurchased in part, the portion of the Security not to be repurchased) or any
Securities for a period of 15 days before the mailing of a notice of redemption
of Securities to be redeemed.


 


12.          Persons Deemed Owners.


 


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


 


13.          Unclaimed Money or Securities.


 


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


 


A-8

















 


14.          Trustee Dealings with the Company.


 


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


 


15.          Calculations in Respect of Securities.


 


Except as provided in Paragraph 5 of this Security, the Company
will be responsible for making all calculations called for under the
Securities.  These calculations include,
but are not limited to, determinations of the market prices of the Securities
and any accrued interest payable on the Securities.  The Company will make these calculations in
good faith and, absent manifest error, the calculations will be final and
binding on Holders of the Securities. 
The Company will provide to the Trustee a schedule of its calculations,
and the Trustee is entitled to rely upon the accuracy of such calculations
without independent verification.  The
Trustee will forward the Company’s calculations to any Holder of the Securities
upon the request of such Holder.


 


16.          No Recourse Against Others.


 


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


 


17.          Authentication.


 


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


 


18.          Abbreviations.


 


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


 


19.          GOVERNING LAW.


 


THIS 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 LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


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20.          Extension Fee.


 


Holders of Securities shall be entitled to payments of Extension Fees
to the extent set forth in the Indenture.


 


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


 


International Game
Technology

9295 Prototype Drive

Reno, Nevada  89521

Attention: Craig Billings,

Vice President of Investor Relations and Corporate Finance


 


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  ASSIGNMENT FORM

  	
   

  
	
  To assign this Security, fill in the form below:

  	
   

  
	
   

  	
   

  
	
  I or we assign and transfer this Security

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print or type assignee’s name, address and zip
  code)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  and irrevocably appoint                    
  agent to transfer this Security on the books of the Company. The agent may
  substitute another to act for him.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
  Your Signature:

  	
   

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

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant in a Recognized Signature

  	
   

  
	
  Guarantee Medallion Program

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
								



 


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[Include for Global Security]


 


SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY

Initial Principal amount of Global Security:                   ($                   ).


 


	
  Date

  	
   

  	
  Amount of

  Increase in

  Principal Amount

  of Global Security

  	
   

  	
  Amount of

  Decrease in

  Principal Amount

  of Global Security

  	
   

  	
  Principal Amount

  of Global Security

  After Increase

  or Decrease

  	
   

  	
  Notation by

  Registrar or

  Security

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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