Exhibit 4.1


 


EXECUTION VERSION




 





 


INTERNATIONAL GAME TECHNOLOGY


 


As Issuer


 


AND


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


As Trustee




 





 


INDENTURE


 


Dated as of June 15, 2009




 





 


SENIOR DEBT SECURITIES




 





 

















 


CROSS-REFERENCE TABLE(1)


 




	
  SECTION OF
  

  TRUST INDENTURE 

  ACT OF 1939, AS AMENDED

  	
   

  	
  SECTION OF 

  INDENTURE

  
	
  310(a)

  	
   

  	
  7.10

  
	
  310(b)

  	
   

  	
  7.10

  
	
  311(a)

  	
   

  	
  7.11

  
	
  311(b)

  	
   

  	
  7.11

  
	
  312(a)

  	
   

  	
  5.1

  
	
  312(b)

  	
   

  	
  5.2(c)

  
	
  312(c)

  	
   

  	
  5.2(c)

  
	
  313(a)

  	
   

  	
  7.6

  
	
  313(b)

  	
   

  	
  7.6

  
	
  313(c)

  	
   

  	
  7.6

  
	
  313(d)

  	
   

  	
  7.6

  
	
  314(a)

  	
   

  	
  5.3

  
	
   

  	
   

  	
  13.12

  
	
  314(c)

  	
   

  	
  13.7(a)

  
	
  314(e)

  	
   

  	
  13.7(b)

  
	
  315(a)

  	
   

  	
  7.1(b)

  
	
  315(b)

  	
   

  	
  7.5

  
	
  315(c)

  	
   

  	
  7.1(a)

  
	
  315(d)

  	
   

  	
  7.1(c)

  
	
  315(e)

  	
   

  	
  6.7

  
	
  316(a)

  	
   

  	
  6.6

  
	
   

  	
   

  	
  8.4

  
	
  316(b)

  	
   

  	
  6.4

  
	
  316(c)

  	
   

  	
  8.1

  
	
  317(a)

  	
   

  	
  6.2

  
	
  317(b)

  	
   

  	
  4.2

  
	
  318(a)

  	
   

  	
  13.9

  






 






(1)           This
Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or provisions.


 


2

















 


TABLE OF CONTENTS


 


	
  ARTICLE I .  DEFINITIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definition of Terms

  	
  6

  
	
  Section 1.2

  	
  Incorporation by Reference of Trust Indenture Act

  	
  10

  
	
  Section 1.3

  	
  Rules of Construction

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE II .  ISSUE,
  DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Designation and Terms of Securities

  	
  11

  
	
  Section 2.2

  	
  Form of Securities and Trustee’s Certificate

  	
  14

  
	
  Section 2.3

  	
  Denominations; Provisions for Payment

  	
  14

  
	
  Section 2.4

  	
  Execution and Authentications

  	
  16

  
	
  Section 2.5

  	
  Registration of Transfer and Exchange

  	
  16

  
	
  Section 2.6

  	
  Temporary Securities

  	
  18

  
	
  Section 2.7

  	
  Mutilated, Destroyed, Lost of Stolen Securities

  	
  18

  
	
  Section 2.8

  	
  Cancellation

  	
  19

  
	
  Section 2.9

  	
  Benefits of Indenture

  	
  19

  
	
  Section 2.10

  	
  Authenticating Agent

  	
  19

  
	
  Section 2.11

  	
  Global Securities

  	
  20

  
	
  Section 2.12

  	
  CUSIP and ISIN Numbers

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE III .  REDEMPTION
  OF SECURITIES AND SINKING FUND PROVISIONS

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Redemption

  	
  21

  
	
  Section 3.2

  	
  Notice of Redemption

  	
  21

  
	
  Section 3.3

  	
  Payment upon Redemption

  	
  23

  
	
  Section 3.4

  	
  Sinking Fund

  	
  23

  
	
  Section 3.5

  	
  Satisfaction of Sinking Fund Payments with Securities

  	
  23

  
	
  Section 3.6

  	
  Redemption of Securities for Sinking Fund

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV .  COVENANTS

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Payment of Principal, Premium and Interest

  	
  24

  
	
  Section 4.2

  	
  Paying Agent and Registrar

  	
  24

  
	
  Section 4.3

  	
  Appointment to Fill Vacancy in Office of the Trustee

  	
  26

  
	
  Section 4.4

  	
  Compliance with Consolidation Provisions

  	
  26

  
	
  Section 4.5

  	
  Compliance Certificate

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE V  .  SECURITYHOLDERS’ LISTS AND REPORTS BY
  THE COMPANY AND THE TRUSTEE

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Company to Furnish Trustee Names and Addresses of
  Securityholders

  	
  27

  
	
  Section 5.2

  	
  Preservation of Information, Communications with
  Securityholders

  	
  27

  
	
  Section 5.3

  	
  Reports by the Company

  	
  27

  



 


3

















 


	
  ARTICLE VI .  REMEDIES
  OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Events of Default

  	
  28

  
	
  Section 6.2

  	
  Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
  30

  
	
  Section 6.3

  	
  Application of Moneys Collected

  	
  31

  
	
  Section 6.4

  	
  Limitation on Suits

  	
  31

  
	
  Section 6.5

  	
  Rights and Remedies Cumulative, Delay or Omission Not a
  Waiver

  	
  32

  
	
  Section 6.6

  	
  Control by Securityholders

  	
  33

  
	
  Section 6.7

  	
  Undertaking to Pay Costs

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII .   CONCERNING THE TRUSTEE

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Duties of Trustee

  	
  34

  
	
  Section 7.2

  	
  Rights of Trustee

  	
  35

  
	
  Section 7.3

  	
  Individual Rights of Trustee

  	
  36

  
	
  Section 7.4

  	
  Trustee’s Disclaimer

  	
  36

  
	
  Section 7.5

  	
  Notice of Defaults

  	
  36

  
	
  Section 7.6

  	
  Reports by Trustee to Holders

  	
  36

  
	
  Section 7.7

  	
  Compensation and Indemnity

  	
  37

  
	
  Section 7.8

  	
  Replacement of Trustee

  	
  38

  
	
  Section 7.9

  	
  Successor Trustee by Merger

  	
  39

  
	
  Section 7.10

  	
  Eligibility; Disqualification

  	
  39

  
	
  Section 7.11

  	
  Preferential Collection of Claims Against Company

  	
  39

  
	
  Section 7.12

  	
  Trustee’s Application for Instructions from the Company

  	
  39

  
	
  Section 7.13

  	
  Reports by Trustee to Gaming Authorities

  	
  40

  
	
  Section 7.14

  	
  Maintenance of Office in The City of New York

  	
  40

  
	
  Section 7.15

  	
  Patriot Act

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII .  CONCERNING
  THE SECURITYHOLDERS

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Evidence of Action by Securityholders

  	
  40

  
	
  Section 8.2

  	
  Proof of Execution by Securityholders

  	
  41

  
	
  Section 8.3

  	
  Who May Be Deemed Owners

  	
  41

  
	
  Section 8.4

  	
  Certain Securities Owned By Company Disregarded

  	
  41

  
	
  Section 8.5

  	
  Actions Binding on Future Securityholders

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX .  SUPPLEMENTAL
  INDENTURES

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Supplemental Indentures Without the Consent of
  Securityholders

  	
  42

  
	
  Section 9.2

  	
  Supplemental Indentures With Consent of Securityholders

  	
  44

  
	
  Section 9.3

  	
  Effect of Supplemental Indentures

  	
  45

  
	
  Section 9.4

  	
  Securities Affected By Supplemental Indentures

  	
  45

  
	
  Section 9.5

  	
  Execution of Supplemental Indentures

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE X .  SUCCESSOR
  ENTITY

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  Company May Consolidate Etc.

  	
  46

  
	
  Section 10.2

  	
  Successor Entity Substituted

  	
  46

  
	
  Section 10.3

  	
  Evidence of Consolidation, Etc. to Trustee

  	
  47

  



 


4

















 


	
   

  	
   

  	
   

  
	
  ARTICLE XI .  SATISFACTION
  AND DISCHARGE

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 11.1

  	
  Applicability of Article; Company’s Option to Effect
  Defeasance or Covenant Defeasance

  	
  47

  
	
  Section 11.2

  	
  Defeasance and Discharge

  	
  47

  
	
  Section 11.3

  	
  Covenant Defeasance

  	
  48

  
	
  Section 11.4

  	
  Conditions to Defeasance or Covenant Defeasance

  	
  48

  
	
  Section 11.5

  	
  Reinstatement

  	
  49

  
	
  Section 11.6

  	
  Deposited Money and Government Obligations to be Held in
  Trust; Other Miscellaneous Provisions

  	
  50

  
	
  Section 11.7

  	
  Repayment to Company

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII .  IMMUNITY
  OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
  51

  
	
   

  	
   

  
	
  Section 12.1

  	
  No Recourse

  	
  51

  
	
   

  	
   

  
	
  ARTICLE XIII .  MISCELLANEOUS
  PROVISIONS

  	
  51

  
	
   

  	
   

  
	
  Section 13.1

  	
  Effect on Successors and Assigns

  	
  51

  
	
  Section 13.2

  	
  Actions by Successors

  	
  51

  
	
  Section 13.3

  	
  Surrender of Company Powers

  	
  52

  
	
  Section 13.4

  	
  Notices

  	
  52

  
	
  Section 13.5

  	
  Governing Law

  	
  52

  
	
  Section 13.6

  	
  Treatment of Securities as Debt

  	
  52

  
	
  Section 13.7

  	
  Compliance Certificates and Opinions

  	
  52

  
	
  Section 13.8

  	
  Payments on Business Days

  	
  53

  
	
  Section 13.9

  	
  Conflict with Trust Indenture Act

  	
  53

  
	
  Section 13.10

  	
  Counterparts

  	
  53

  
	
  Section 13.11

  	
  Separability

  	
  53

  
	
  Section 13.12

  	
  Compliance Certificates

  	
  53

  



 


5

















 


INDENTURE


 


INDENTURE, dated as of June 15,
2009, among INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation (the “Company”), and Wells Fargo Bank, National
Association, a national banking association, as trustee (the “Trustee”).


 


WHEREAS, for its lawful
corporate purposes, the Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance of debt securities (hereinafter
referred to as the “Securities”),
in an unlimited aggregate principal amount to be issued from time to time in
one or more series as in this Indenture provided, as registered Securities
without coupons, to be authenticated by the certificate of the Trustee;


 


WHEREAS, to provide the
terms and conditions upon which the Securities are to be authenticated, issued
and delivered, the Company has duly authorized the execution of this Indenture;
and


 


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


 


NOW, THEREFORE, in
consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed as follows for the equal and
ratable benefit of the Holders of Securities:


 


ARTICLE I.


 


DEFINITIONS


 


Section 1.1                                      Definition of Terms.


 


The terms defined in this
Section (except as in this Indenture or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section and shall include the
plural as well as the singular. All other terms used in this Indenture that are
defined in the Trust Indenture Act of 1939, as amended, or that are by
reference in such Act defined in the Securities Act (except as herein or any
indenture supplemental hereto otherwise expressly provided or unless the
context otherwise requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force at the date of
the execution of this instrument.


 


“Authenticating Agent” means an authenticating
agent with respect to all or any of the series of Securities appointed by the
Trustee pursuant to Section 2.10.


 


“Authorized Officer”, when used with respect
to the Company, means the Chairman of the Board, the Vice Chairman, the Chief
Executive Officer, the President, the Chief Financial Officer, any Executive
Vice President, any Senior Vice President, any Vice President, the Treasurer,
the Controller or the Secretary or any Assistant Treasurer, Assistant
Controller or Assistant Secretary of the Company.


 


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


 


6

















 


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


 


“Board Resolution” means a copy of one or
more resolutions certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors, or such committee
of the Board of Directors of officers of the Company to which authority to act
on behalf of the Board of Directors has been delegated, and to be in full force
and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day” means, with respect to any
series of Securities, any weekday that is not a day on which banking
institutions in the City of New York are authorized or obligated to close.


 


“Capital Stock” for any entity means any and
all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) stock issued by that
corporation.


 


“Company” means International Game
Technology, a corporation duly organized and existing under the laws of the
State of Nevada, and, subject to the provisions of Article X, shall also
include its successors and assigns.


 


“Company Request” and “Company Order” mean, respectively, a
written request or order signed in the name of the Company by one or more
Authorized Officers of the Company, and delivered to the Trustee.


 


“Corporate Trust Office” means the corporate
trust office of the Trustee at which at any time the trust created by this
Indenture shall be administered, which office at the date hereof is located at
707 Wilshire Blvd, 17th Floor, Los Angeles, CA 90017, Attention:
Corporate Trust Department or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the corporate
trust office of any successor Trustee at which such trust shall be administered
(or such other address as a successor Trustee may designate from time to time
by notice to the Holders and the Company).


 


“Covenant Defeasance” shall have the meaning
set forth in Section 11.3.


 


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


 


“Default” means any event, act or condition
that with notice or lapse of time, or both, would constitute an Event of
Default.


 


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


 


“Defeasance” shall have the meaning set
forth in Section 11.2.


 


“Depositary” means, with respect to
Securities of any series for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository Trust Company,
New York, New York, another clearing agency, or any successor registered as a
clearing agency under the Exchange Act, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.1 or 2.11.


 


“Event of Default” means, with respect to
Securities of a particular series, any event specified in Section 6.1,
continued for the period of time, if any, therein designated.


 


7

















 


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


 


“GAAP” means generally accepted accounting
principles in the United States of America as in effect and, to the extent
optional, adopted by the Company, consistently applied.


 


“Gaming Authority” means the United States
federal government, any foreign government, or any state, county municipality
or other political subdivision or any agency or other governmental authority
thereof that now or hereafter has jurisdiction over all or any portion of the
gaming activities of the Company or any of its Subsidiaries.


 


“Gaming Law” means any law, statute,
ordinance, code, regulation, constitutional provision, rule, order, directive
or other enforcement requirement now or hereafter in existence of any Gaming
Authority.


 


“Gaming License” means any license,
qualification, finding of suitability, approval, franchise, or other
authorization of the Company and its Subsidiaries on the date of this Indenture
or thereafter required to own, lease, operate or otherwise conduct the gaming
business of the Company and its Subsidiaries, including all licenses granted
under any Gaming Laws.


 


“Global Security” means, with respect to any
series of Securities, a Security executed by the Company and delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depositary or its nominee.


 


“Governmental Obligations” means securities
that are (a) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (b) obligations
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America that, in either case, are not callable or redeemable at the
option of the issuer thereof, and shall also include a depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any such Governmental Obligation or a
specific payment of principal of or interest on any such Governmental
Obligation held by such custodian for the account of the holder of such
depositary receipt; provided, however, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depositary receipt from any amount received by the custodian
in respect of the Governmental Obligation or the specific payment of principal of
or interest on the Governmental Obligation evidenced by such depositary
receipt.


 


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


 


“Holder” and “Holder of Securities” means a Securityholder.


 


“Indenture” means this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into in accordance with
the terms hereof.


 


“Interest Payment Date,” when used with
respect to any installment of interest on a Security of a particular series,
means the date specified in such Security or in a Board Resolution or in an
indenture supplemental hereto with respect to such series as the fixed date on
which an installment of interest with respect to Securities of that series is
due and payable.


 


8

















 


“Officers’ Certificate” means a certificate
signed by any two Authorized Officers of the Company that is delivered to the
Trustee in accordance with the terms hereof. Each such certificate shall
include the statements provided for in Section 13.7, if and to the extent
required by the provisions thereof.  An
Officers’ Certificate given pursuant to Section 13.12 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.


 


“Opinion of Counsel” means an opinion in
writing subject to customary exceptions of legal counsel, who may be an
employee of or counsel for the Company and who is acceptable to the Trustee,
that is delivered to the Trustee in accordance with the terms hereof. Each such
opinion shall include the statements provided for in Section 13.7, if and
to the extent required by the provisions thereof.


 


“Outstanding,” when used with reference to
Securities of any series, means, subject to the provisions of Section 8.4, as
of any particular time, all Securities of that series theretofore authenticated
and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled
by the Trustee or any Paying Agent, or delivered to the Trustee or any Paying
Agent for cancellation or that have previously been canceled; (b) Securities
or portions thereof for the payment or redemption of which moneys or
Governmental Obligations in the necessary amount shall have been deposited in
trust with the Trustee or with any Paying Agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent); provided,
however, that if such Securities or portions of such Securities are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article III provided, or provision satisfactory to the
Trustee shall have been made for giving such notice; and (c) Securities in
lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.7, unless
the Trustee and the Company receive proof satisfactory to them that the
replaced Security is held by a bona fide purchaser.


 


“Patriot Act” means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26,
2001.


 


“Paying Agent” shall have the meaning set
forth in Section 4.2(a).


 


“Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other
entity, and includes any syndicate or group that would be deemed to be a “person”
under Section 13(d)(3) of the Exchange Act.


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the purposes of
this definition, any Security authenticated and delivered under Section 2.7
in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Security.


 


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


 


“registered Holder” means a Securityholder.


 


“SEC” means the Securities and Exchange
Commission.


 


9

















 


“Securities” means the debt Securities
authenticated and delivered under this Indenture.


 


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


 


“Security Register” shall have the meaning
set forth in Section 4.2(a).


 


“Security Registrar” shall have the meaning
set forth in Section 4.2(a).


 


“Securityholder,” or other similar term, means the Person
or Persons in whose name or names a particular Security shall be registered on
the books of the Registrar kept for that purpose in accordance with the terms
of this Indenture.


 


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


 


“Subsidiary” means a Person more than 50% of
the outstanding Voting Stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries of the Company, or by the Company
and one or more other Subsidiaries of the Company.


 


“Trustee” means Wells Fargo Bank, National
Association, a national banking association, and, subject to the provisions of Article VII,
shall also include its successors and assigns, and, if at any time there is
more than one Person acting in such capacity hereunder, “Trustee” shall mean
each such Person. The term “Trustee” as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.


 


“Trust Indenture Act” means the Trust
Indenture Act of 1939, as amended.


 


“Trust Officer” means any officer within the
Corporate Trust Administration department of the Trustee (or any successor
group of the Trustee) with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter
hereunder, any other officer of the Trustee to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject.


 


“Uniform Commercial Code” means the New York
Uniform Commercial Code as in effect from time to time.


 


“Voting Stock” of a Person means Capital
Stock of such Person of the class or classes pursuant to which the holders
thereof have the general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such Person
(irrespective of whether or not at the time Capital Stock of any other class or
classes shall have or might have voting power by reason of the happening of any
contingency).


 


Section 1.2                                      Incorporation by Reference of Trust
Indenture Act.


 


Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture.  The following Trust Indenture Act terms used
in this Indenture have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Securities.


 


10
















 


“indenture security holder” means a Holder.


 


“indenture to be qualified” means this
Indenture.


 


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


 


“obligor” on the indenture securities means
the Company and any other obligor on the indenture securities.


 


All
other Trust Indenture Act terms used in this Indenture that are defined by the
Trust Indenture Act, defined by Trust Indenture Act reference to another
statute or defined by SEC rule have the meanings assigned to them by such
definitions.


 


Section 1.3                                      Rules of Construction.


 


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


 


(2)           an
accounting term not otherwise defined has the meaning assigned to it and shall
be construed in accordance with GAAP;


 


(3)           “or” is not exclusive;


 


(4)           “including” means including, without
limitation;


 


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


 


(6)           all
references to $, dollars, cash payments or money refer to United States
currency.


 


ARTICLE II.


 


ISSUE, DESCRIPTION, TERMS,
EXECUTION, REGISTRATION

AND EXCHANGE OF SECURITIES


 


Section 2.1                                      Designation and Terms of Securities.


 


(a)           The
aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in
one or more series up to the aggregate principal amount of Securities of that
series from time to time authorized by or pursuant to a Board Resolution or
pursuant to one or more indentures supplemental hereto. Prior to the initial
issuance of Securities of any series, there shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate, or
established in one or more indentures supplemental hereto:


 


(i)            the title of the
Securities of the series (which shall distinguish the Securities of that series
from all other Securities);


 


(ii)           any limit upon the
aggregate principal amount of the Securities of that series that may be
authenticated and delivered under this Indenture (except for


 


11

















 


Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of that series);


 


(iii)          the date or dates
on which the principal of the Securities of the series is payable, any original
issue discount that may apply to the Securities of that series upon their
issuance, the principal amount due at maturity, and the place(s) of payment;


 


(iv)          the rate or rates at
which the Securities of the series shall bear interest or the manner of
calculation of such rate or rates, if any;


 


(v)           the date or dates
from which such interest shall accrue, the Interest Payment Dates on which such
interest will be payable or the manner of determination of such Interest
Payment Dates, the place(s) of payment, and the record date for the
determination of Holders to whom interest is payable on any such Interest
Payment Dates or the manner of determination of such record dates;


 


(vi)          the right, if any,
to extend the interest payment periods and the duration of such extension;


 


(vii)         the period or
periods within which, the price or prices at which and the terms and conditions
upon which Securities of the series may be redeemed, in whole or in part, at
the option of the Company;


 


(viii)        the obligation, if
any, of the Company to redeem or purchase Securities of the series pursuant to
any sinking fund, mandatory redemption, or analogous provisions (including
payments made in cash in satisfaction of future sinking fund obligations) or at
the option of a Holder thereof and the period or periods within which, the
price or prices at which, and the terms and conditions upon which, Securities
of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation;


 


(ix)           the form of the
Securities of the series including the form of the certificate of
authentication for such series;


 


(x)            if other than
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, the denominations in which the Securities of the series shall be
issuable;


 


(xi)           any and all other
terms (including terms, to the extent applicable, relating to any auction or
remarketing of the Securities of that series and any security for the
obligations of the Company with respect to such Securities) with respect to
such series (which terms shall not be inconsistent with the terms of this
Indenture, as amended by any supplemental indenture) including any terms which
may be required by or advisable under United States laws or regulations or
advisable in connection with the marketing of Securities of that series;


 


(xii)          whether the
Securities are issuable as a Global Security and, in such case, the terms and
the identity of the Depositary for such series;


 


12

















 


(xiii)         whether the
Securities will be convertible into or exchangeable for shares of common stock
or other securities of the Company or any other Person and, if so, the terms
and conditions upon which such Securities will be so convertible or
exchangeable, including the conversion or exchange price, as applicable, or how
it will be calculated and may be adjusted, any mandatory or optional (at the
Company’s option or the Holders’ option) conversion or exchange features, and
the applicable conversion or exchange period;


 


(xiv)        if other than the
principal amount thereof, the portion of the principal amount of Securities of
the series which shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.1;


 


(xv)         any additional or
different Events of Default or restrictive covenants (which may but shall not
have to include, among other restrictions, restrictions on the Company’s
ability or the ability of the Company’s Subsidiaries to: incur additional
indebtedness; issue additional securities; create liens; pay dividends or make
distributions in respect of their capital stock; redeem capital stock; place
restrictions on such Subsidiaries placing restrictions on their ability to pay
dividends, make distributions or transfer assets; make investments or other
restricted payments; sell or otherwise dispose of assets; enter into
sale-leaseback transactions; engage in transactions with stockholders and
affiliates; issue or sell stock of their Subsidiaries; or effect a
consolidation or merger) or financial covenants (which may include, among other
financial covenants, financial covenants that require the Company and its
Subsidiaries to maintain specified interest coverage, fixed charge, cash
flow-based or asset-based ratios) provided for with respect to the Securities
of the series;


 


(xvi)        if other than
dollars, the coin or currency in which the Securities of the series are
denominated (including, but not limited to, foreign currency);


 


(xvii)       the terms and
conditions, if any, upon which the Company shall pay amounts in addition to the
stated interest, premium, if any and principal amounts of the Securities of the
series to any Securityholder that is not a “United States person” for federal
tax purposes;


 


(xviii)      any restrictions on
transfer, sale or assignment of the Securities of the series;


 


(xix)         the form and terms
of any guarantee of any Securities of the series; and


 


(xx)          any other terms of
the series (which shall not be inconsistent with the provisions of this
Indenture, except as permitted by Article IX, but which may modify or delete
any provisions of this Indenture insofar as it applies to such series),
including any terms which may be required by or advisable under the laws of the
United States of America or regulations thereunder or advisable (as determined
by the Company) in connection with the marketing of Securities of the series.


 


13

















 


All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in, including without
limitation, the last paragraph of this Section 2.1 or pursuant to any such
Board Resolution or in any indentures supplemental hereto.


 


If any
of the terms of the series are established by action taken pursuant to a Board
Resolution of the Company, a copy of an appropriate record of such action shall
be certified by the secretary or an assistant secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers’
Certificate of the Company setting forth the terms of the series.


 


Securities
of any particular series may be issued at various times, with different dates
on which the principal or any installment of principal is payable, with
different rates of interest, if any, or different methods by which rates of
interest may be determined, with different dates on which such interest may be
payable and with different redemption dates. A series may be reopened for
issuances of additional Securities of such series or to establish additional
terms of such Securities.


 


Section 2.2                                      Form of Securities and Trustee’s
Certificate.


 


The Securities of any
series and the Trustee’s certificate of authentication to be borne by such
Securities shall be substantially of the tenor and purport as set forth in one
or more indentures supplemental hereto or as provided in a Board Resolution,
and set forth in an Officers’ Certificate, and they may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any securities exchange
on which Securities of that series may be listed, or to conform to usage.


 


Section 2.3                                      Denominations; Provisions for Payment.


 


The Securities shall be
issuable as registered Securities and in the denominations of one thousand U.S.
dollars ($1,000) or any integral multiple thereof, subject to Section 2.1(x).
The Securities of a particular series shall bear interest payable on the dates
and at the rate specified with respect to that series. The Company shall make
all payments in respect of the Securities of any series on the dates and in the
manner provided in the Securities or pursuant to this Indenture.  Any amounts of cash to be given to the
Trustee or Paying Agent shall be deposited with the Trustee or Paying Agent by
10:00 a.m. (New York City time) by the Company on the required date.  Each Security shall be dated the date of its
authentication. Interest on the Securities shall be computed on the basis of a
360-day year composed of twelve 30-day months.


 


The interest installment
on any Security that is payable, and is punctually paid or duly provided for,
on any Interest Payment Date for Securities of that series shall be paid to the
Person in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such
interest installment. In the event that any Security of a particular series or
portion thereof is called for redemption and the redemption date


 


14

















 


is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation
and surrender of such Security as provided in Section 3.3.


 


Any interest on any
Security that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date for Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the registered Holder on the relevant regular record date by
virtue of having been such Holder; and such Defaulted Interest shall be paid by
the Company, at its election, as provided in clause (1) or clause (2) below:


 


(i)            The Company may
make payment of any Defaulted Interest on Securities to the Persons in whose
names such Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest, which shall be fixed in the following manner: the Company
shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a special record date for the payment of such Defaulted Interest which shall
not be more than 15 nor less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company
of such special record date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register (as
hereinafter defined), not less than 10 days prior to such special record date.
Notice of the proposed payment of such Defaulted Interest and the special
record date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such special record date.


 


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


 


Unless otherwise set
forth in a Board Resolution or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to Section 2.1
hereof, the term “regular record date” as used in this Section with respect to
a series of Securities and any Interest Payment Date for such series shall mean
either the fifteenth day of the month immediately preceding the month in which
an Interest Payment Date established for such series pursuant to Section 2.1
hereof shall occur, if such Interest Payment Date is the first day of a


 


15

















 


month, or the last day of
the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.1 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month, whether or not such date
is a Business Day.


 


Subject to the foregoing
provisions of this Section and Sections 2.5 and 2.11, each Security of a series
delivered under this Indenture upon transfer of or in exchange for or in lieu
of any other Security of such series shall carry the rights to interest accrued
and unpaid, and to accrue, that were carried by such other Security.


 


Section 2.4                                      Execution and Authentications.


 


The Securities shall be
signed on behalf of the Company by an Authorized Officer and, to the extent
necessary, under its corporate seal. Signatures may be in the form of a manual
or facsimile signature.


 


The Company may use the
facsimile signature of any Person who shall have been an Authorized Officer
thereof, notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such Person shall have ceased to be
such an officer of the Company. To the extent a Company seal is necessary, the
Company seal may be in the form of a facsimile of such seal and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities. The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication by the Trustee.


 


A Security shall not be
valid until authenticated manually by an authorized signatory of the Trustee,
or by an Authenticating Agent. Such signature shall be conclusive evidence that
the Security so authenticated has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this Indenture. At
any time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a written order of the Company for
the authentication and delivery of such Securities, signed by an Authorized
Officer, and the Trustee in accordance with such written order shall
authenticate and deliver such Securities.


 


In authenticating such
Securities and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion
of Counsel and Officers’ Certificate stating that the form and terms thereof
have been established in conformity with the provisions of this Indenture.


 


The Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
that is not reasonably acceptable to the Trustee.


 


Section 2.5                                      Registration of Transfer and Exchange.


 


(a)           Securities
of any series may be exchanged upon presentation thereof at the office of the
Security Registrar, for other Securities of such series of authorized denominations,


 


16

















 


and for a like aggregate principal amount, upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section. In respect of any Securities
so surrendered for exchange, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in exchange therefor the
Security or Securities of the same series that the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.


 


(b)           Upon
surrender for transfer of any Security at the office of the Security Registrar,
the Company shall execute, the Trustee shall authenticate and the Security
Registrar shall deliver in the name of the transferee or transferees a new
Security or Securities of the same series as the Security presented for a like
aggregate principal amount.


 


All Securities presented
or surrendered for exchange or registration of transfer, as provided in this
Section, shall be accompanied (if so required by the Company or the Security
Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Security Registrar, duly executed by the
registered Holder or by such Holder’s duly authorized attorney in writing.


 


(c)           Except
as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, no service charge shall be made for any
exchange or registration of transfer of Securities, or issue of new Securities
in case of partial repurchase or redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.6, Section
3.3(b) and Section 9.4 not involving any transfer.


 


(d)           The
Company shall not be required (i) to issue, exchange or register the transfer
of any Securities during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of less than all the
Outstanding Securities of the same series and ending at the close of business
on the day of such mailing, nor (ii) to register the transfer of or exchange
any Securities of any series or portions thereof called for redemption, other
than the unredeemed portion of any such Securities being redeemed in part.


 


(e)           Successive
registrations and registrations of transfers and exchanges as aforesaid may be
made from time to time as desired, and each such registration shall be noted on
the register for the Securities.


 


(f)            The
Security Registrar shall provide to the Trustee such information as the Trustee
may reasonably require in connection with the delivery by such Security
Registrar of Securities upon transfer or exchange of Securities.


 


(g)           If
any Security is held in trust by an agent or by a nominee, the Holder of record
of any Security may be required to disclose the identity of the beneficial
owner to Gaming Authorities.  A failure
to make such disclosure may be grounds for finding the Holder of record
unsuitable.  The Company is required to
render maximum assistance in determining the identity of the beneficial owner.


 


17
















 


(h)           The
provisions of this Section 2.5 are, with respect to any Global Security,
subject to Section 2.11 hereof.


 


Section 2.6                                      Temporary Securities.


 


Pending the preparation
of definitive Securities of any series, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Securities (printed,
lithographed or typewritten) of any authorized denomination. Such temporary
Securities shall be substantially in the form of the definitive Securities in
lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same conditions
and in substantially the same manner, and with like effect, as the definitive
Securities of such series. Without unnecessary delay the Company will execute
and will furnish definitive Securities of such series and thereupon any or all
temporary Securities of such series may be surrendered in exchange therefor
(without charge to the Holders), at the office of the Security Registrar, and
the Trustee shall authenticate and the Security Registrar shall deliver in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of such series, unless the Company advises the Trustee to
the effect that definitive Securities need not be executed and furnished until
further notice from the Company. Until so exchanged, the temporary Securities
of such series shall be entitled to the same benefits under this Indenture as
definitive Securities of such series authenticated and delivered hereunder.


 


Section 2.7                                      Mutilated, Destroyed, Lost of Stolen
Securities.


 


In case any temporary or
definitive Security shall become mutilated or be destroyed, lost or stolen, the
Company (subject to the next succeeding sentence) shall execute, and upon the
Company’s request the Trustee (subject as aforesaid) shall authenticate and
deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case, the requirements of Section 8-405 of the Uniform
Commercial Code shall be met and the applicant for a substituted Security shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of destruction,
loss or theft, the applicant shall also furnish to the Company and the Trustee
evidence to their satisfaction of the destruction, loss or theft of the
applicant’s Security and of the ownership thereof. The Trustee may authenticate
any such substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.


 


In case any Security that
has matured or is about to mature shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
them harmless, and, in case of destruction, loss 


 


18

















 


or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.


 


Every replacement
Security issued pursuant to the provisions of this Section shall constitute an
additional contractual obligation of the Company whether or not the mutilated,
destroyed, lost or stolen Security shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder. All Securities shall be held and owned upon
the express condition that the foregoing provisions are exclusive with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted
to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.


 


Section 2.8                                      Cancellation.


 


All Securities
surrendered for the purpose of payment, redemption, exchange or registration of
transfer shall, if surrendered to the Company or any Paying Agent, be delivered
to the Trustee for cancellation, or, if surrendered to the Trustee, shall be
cancelled by it, and no Securities shall be issued in lieu thereof except as
expressly required or permitted by any of the provisions of this Indenture. On
request of the Company at the time of such surrender, the Trustee shall cancel
Securities held by the Trustee in accordance with its standard procedures and
applicable law and provide confirmation to the Company of such cancellation. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of
disposition to the Company. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.


 


Section 2.9                                      Benefits of Indenture.


 


Nothing in this Indenture
or in the Securities, express or implied, shall give or be construed to give to
any Person, other than the parties hereto and the Holders of the Securities any
legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the Holders of the Securities.


 


Section 2.10                                Authenticating Agent.


 


So long as any of the
Securities of any series remain Outstanding there may be an Authenticating
Agent for any or all such series of Securities which the Trustee shall have the
right to appoint. Said Authenticating Agent shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
exchange, transfer or partial redemption thereof, except Securities issued
pursuant to Section 2.7 hereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. All references
in this Indenture to the authentication of Securities by the Trustee shall be
deemed to include authentication by an Authenticating Agent for such series.
Each Authenticating Agent shall be acceptable to the Company and shall


 


19

















 


be a corporation that has
a combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by federal or state authorities. If at any time any
Authenticating Agent shall cease to be eligible in accordance with these
provisions, it shall resign immediately.


 


Any Authenticating Agent
may at any time resign by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time (and upon request by the
Company shall) terminate the agency of any Authenticating Agent by giving
written notice of termination to such Authenticating Agent and to the Company.
Upon resignation, termination or cessation of eligibility of any Authenticating
Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company. Any successor Authenticating Agent, upon acceptance
of its appointment hereunder, shall become vested with all the rights, powers
and duties of its predecessor hereunder as if originally named as an
Authenticating Agent pursuant hereto.


 


Section 2.11                                Global Securities.


 


(a)           If
the Company shall establish pursuant to Section 2.1 that the Securities of a
particular series are to be issued as a Global Security, then the Company shall
execute and the Trustee shall, in accordance with Section 2.4, authenticate and
deliver, a Global Security that (i) shall represent, and shall be denominated
in an amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a
legend substantially to the following effect: “Except as otherwise provided in Section
2.11 of the Indenture, this Security may be transferred, in whole but not in
part, only to another nominee of the Depositary or to a successor Depositary or
to a nominee of such successor Depositary.”


 


(b)           Notwithstanding
the provisions of Section 2.5, the Global Security of a series may be
transferred, in whole but not in part and in the manner provided in Section 2.5,
only to another nominee of the Depositary for such series, or to a successor
Depositary for such series selected or approved by the Company or to a nominee
of such successor Depositary.  Nothing in
this Section 2.11(b) shall prohibit or render ineffective any transfer of a
beneficial interest in a Global Security effected in accordance with the other
provisions of this Indenture.


 


(c)           If
at any time the Depositary for a series of the Securities notifies the Company
that it is unwilling or unable to continue as Depositary for such series or if
at any time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, or if an Event of Default has occurred
and is continuing and the Company has received a request from the Depositary,
this Section 2.11 shall no longer be applicable to the Securities of such
series and the Company will execute, and subject to Section 2.4, the Trustee
will authenticate and deliver the Securities of such series in definitive
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange


 


20

















 


for such Global Security. In addition, the Company may
at any time determine that the Securities of any series shall no longer be
represented by a Global Security and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series. In such event the
Company will execute and, subject to Section 2.4, the Trustee, upon receipt of
an Officers’ Certificate evidencing such determination by the Company, will
authenticate and deliver the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series in exchange for such Global Security. Upon the exchange of the Global
Security for such Securities in definitive registered form without coupons, in
authorized denominations, the Global Security shall be canceled by the Trustee.
Such Securities in definitive registered form issued in exchange for the Global
Security pursuant to this Section 2.11(c) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Depositary for
delivery to the Persons in whose names such Securities are so registered.


 


Section 2.12                                CUSIP and ISIN Numbers.


 


The Company, in issuing the Securities, shall use
unrestricted CUSIP and ISIN numbers for such Securities (if then generally in
use).  The Trustee shall use CUSIP and
ISIN numbers in notices of redemption as a convenience to Holders; provided, however, that neither the
Company nor the Trustee shall have any responsibility for any defect in the
CUSIP or ISIN number that appears on any Security, check, advice of payment or
redemption notice, and any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.  The Company shall promptly
notify the Trustee in the event of any change in the CUSIP or ISIN numbers.


 


ARTICLE III.


 


REDEMPTION OF SECURITIES
AND

SINKING FUND PROVISIONS


 


Section 3.1                                      Redemption.


 


The Company may redeem
the Securities of any series issued hereunder on and after the dates and in
accordance with the terms established for such series pursuant to Section 2.1
hereof.  The provisions of this Article III
may be modified, amended or replaced, in part or in their entirety, with
Securities of any series, by an Officers’ Certificate pursuant to a Board
Resolution or one or more indentures supplemental hereto, in each case in
accordance with Section 2.1 hereof.


 


Section 3.2                                      Notice of Redemption.


 


(a)           In
case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the Securities of any series in accordance with any
right the


 


21

















 


Company reserved for itself to do so pursuant to Section
2.1 hereof, the Company shall, or shall cause the Trustee to, give notice of
such redemption to Holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid (or, in the case of Securities held in
book-entry form, by electronic transmission), a notice of such redemption not
less than 30 days and not more than 60 days before (except in accordance with Section
11.2) the date fixed for redemption of that series to such Holders at their
last addresses as they shall appear upon the Security Register, unless a
shorter period is specified in the Securities to be redeemed. Any notice that
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the registered Holder receives the notice. In
any case, failure duly to give such notice to the Holder of any Security of any
series designated for redemption in whole or in part, or any defect in the notice,
shall not affect the validity of the proceedings for the redemption of any
other Securities of such series or any other series. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with any such restriction.


 


Each such notice of
redemption shall specify the date fixed for redemption and the redemption price
at which Securities of that series are to be redeemed, and shall state that
payment of the redemption price of such Securities to be redeemed will be made
at the office or agency of the Paying Agent or as otherwise established in an indenture
supplemental hereto, upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, that from and after said date interest will cease to accrue and
that the redemption is for a sinking fund, if such is the case. If less than
all the Securities of a series are to be redeemed, the notice to the Holders of
Securities of that series to be redeemed in part shall specify the particular
Securities to be so redeemed.


 


In case any Security is
to be redeemed in part only, the notice that relates to such Security shall
state the portion of the principal amount thereof to be redeemed, and shall
state that on and after the redemption date, upon surrender of such Security, a
new Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.


 


(b)           If
less than all the Securities of a series are to be redeemed, the Company shall
give the Trustee at least 45 days’ notice in advance of the date fixed for
redemption as to the aggregate principal amount of Securities of the series to
be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and that may provide
for the selection of a portion or portions (equal to one thousand U.S. dollars
($1,000) or any integral multiple thereof) of the principal amount of such
Securities of a denomination larger than $1,000, the Securities to be redeemed
and shall thereafter promptly notify the Company in writing of the numbers of
the Securities to be redeemed, in whole or in part. The Company may, if and
whenever it shall so elect, by delivery of instructions signed on its behalf by
its chief executive officer, president or any senior vice president or vice
president, instruct the Trustee or any Paying Agent to call all or any part of
the Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Company or its own name as the Trustee or such Paying Agent may
deem advisable. In any case in which notice of redemption is to be given by the
Trustee or any such Paying Agent, the Company shall deliver or cause to be
delivered to, or


 


22

















 


permit to remain with, the Trustee or such Paying
Agent, as the case may be, such Security Register, transfer books or other
records, or suitable copies or extracts therefrom, sufficient to enable the Trustee
or such Paying Agent to give any notice by mail that may be required under the
provisions of this Section.


 


Section 3.3                                      Payment upon Redemption.


 


(a)           If
the giving of notice of redemption shall have been completed as above provided,
the Securities or portions of Securities of the series to be redeemed specified
in such notice shall become due and payable on the date and at the place stated
in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption and interest on such Securities or
portions of Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Security or portion
thereof. On presentation and surrender of such Securities on or after the date
fixed for redemption at the place of payment specified in the notice, said
Securities shall be paid and redeemed at the applicable redemption price for
such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date shall be payable to the
registered Holder at the close of business on the applicable record date
pursuant to Section 2.3).


 


(b)           Upon
presentation of any Security of such series that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Security is presented shall deliver to the Holder
thereof, at the expense of the Company, a new Security of the same series of
authorized denominations in principal amount equal to the unredeemed portion of
the Security so presented.


 


Section 3.4                                      Sinking Fund.


 


If Securities of a series
provide for a sinking fund as contemplated by Section 2.1, the provisions of
Sections 3.4, 3.5 and 3.6 shall be applicable to any sinking fund for the
retirement of Securities of a series, except as otherwise specified as
contemplated by Section 2.1 for Securities of such series.


 


The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series is
herein referred to as a “mandatory sinking fund payment,” and any payment in
excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an “optional sinking fund payment”. If provided
for by the terms of Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 3.5. Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series.


 


Section 3.5                                      Satisfaction of Sinking Fund Payments
with Securities.


 


The Company (i) may
deliver Outstanding Securities of a series and (ii) may apply as a credit
Securities of a series that have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in


 


23

















 


satisfaction of all or
any part of any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such Securities as provided
for by the terms of such series, provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the redemption price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.


 


Section 3.6                                      Redemption of Securities for Sinking
Fund.


 


Not less than 45 days
prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers’ Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of the series, the portion thereof, if any, that is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 3.5 and
the basis for such credit and will, together with such Officers’ Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in Section
3.2. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Section 3.3.


 


ARTICLE IV.


 


COVENANTS


 


Section 4.1                                      Payment of Principal, Premium and
Interest.


 


The Company will duly and
punctually pay or cause to be paid the principal of (and premium, if any) and
interest on the Securities of that series at the time and place and in the
manner provided herein and established with respect to such Securities.
Payments of principal on the Securities may be made at the time provided herein
and established with respect to such Securities by check drawn on and mailed to
the address of the Securityholder entitled thereto as such address shall appear
in the Security Register, or by wire transfer. Payments of interest on the
Securities may be made at the time provided herein and established with respect
to such Securities by check mailed to the address of the Securityholder
entitled thereto as such address shall appear in the Security Register, or by
wire transfer.


 


Section 4.2                                      Paying Agent and Registrar.


 


(a)           The
Company shall maintain an office or agency where Securities may be presented
for registration of transfer or for exchange (“Security Registrar”), an office or agency where Securities may
be presented for payment (“Paying Agent”)
and an office or agency where notices to or upon the Company in respect of the
Securities and this Indenture may be served. 
The Company initially appoints the Trustee as Registrar and Paying Agent
in connection with the Securities, 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 Registrar shall keep a register for the
recordation of, and shall record, the names


 


24

















 


and addresses of Holders of the Securities, the
Securities held by each Holder and the transfer and exchange of Securities (the
“Security Register”).  The entries in the Security Register shall be
conclusive, and the parties may treat each Person whose name is recorded in the
Security Register pursuant to the terms hereof as a Holder hereunder for all
purposes of this Indenture.  The Company
may have one or more co-registrars and one or more additional Paying Agents.


 


The Company will maintain in Minneapolis, Minnesota,
an office or agency of the Trustee, Registrar and Paying Agent where Securities
may be presented or surrendered for payment, where Securities 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
Securities and this Indenture may be served. 
The office of Wells Fargo Bank, National Association, at 625 Marquette
Ave. Minneapolis, Minnesota 55402 (Attention: International Game Technology
Account Manager), 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 13.4.


 


(b)           The
Company shall enter into an appropriate agency agreement with any Registrar,
Paying Agent, or co-registrar not a party to this Indenture, which shall
incorporate the terms of the TIA.  The
agreement shall implement the provisions of this Indenture that relate to such
agent.  The Company shall notify the
Trustee of the name and address of any such agent.  If the Company fails to maintain a Registrar
or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor.  The
Company and any of its Subsidiaries may act as Paying Agent, Registrar or
co-registrar.


 


(c)           If
the Company shall appoint one or more Paying Agents for all or any series of
the Securities, other than the Trustee, the Company will cause each such Paying
Agent to execute and deliver to the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section:


 


(i)            that it will hold
all sums held by it as such agent for the payment of the principal of (and
premium, if any) or interest on the Securities of that series (whether such
sums have been paid to it by the Company or by any other obligor of such
Securities) in trust for the benefit of the Persons entitled thereto;


 


(ii)           that it will give
the Trustee notice of any failure by the Company (or by any other obligor of
such Securities) to make any payment of the principal of (and premium, if any)
or interest on the Securities of that series when the same shall be due and
payable;


 


(iii)          that it will, at
any time during the continuance of any failure referred to in the preceding
paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay
to the Trustee all sums so held in trust by such Paying Agent; and


 


25

















 


(iv)          that it will perform
all other duties of Paying Agent as set forth in this Indenture.


 


(d)           If
the Company shall act as its own Paying Agent with respect to any series of the
Securities, it will on or before each due date of the principal of (and
premium, if any) or interest on Securities of that series, set aside, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay such principal (and premium, if any) or interest so becoming
due on Securities of that series until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the
Trustee of such action, or any failure (by it or any other obligor on such
Securities) to take such action. Whenever the Company shall have one or more
Paying Agents for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the Paying Agent a sum sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of this action or failure so to act.


 


Notwithstanding anything in this Section to the
contrary, the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Section 11.7.


 


Section 4.3                                      Appointment to Fill Vacancy in Office of
the Trustee.


 


The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 7.8, a Trustee, so that there shall at all times
be a Trustee hereunder.


 


Section 4.4                                      Compliance with Consolidation Provisions.


 


The Company will not,
while any of the Securities remain Outstanding, consolidate with or merge into
any other Person, in either case where the Company is not the survivor of such
transaction, or sell or convey all or substantially all of its property to any
other Person unless the provisions of Article X hereof are complied with.


 


Section 4.5                                      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.


 


26
















 


ARTICLE V.



SECURITYHOLDERS’ LISTS AND REPORTS BY

THE COMPANY AND THE TRUSTEE


 


Section 5.1                                    Company to Furnish Trustee Names and
Addresses of Securityholders.


 


The Company will furnish
or cause to be furnished to the Trustee (a) on each regular record date
(as defined in Section 2.3) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of each series of
Securities as of such regular record date, provided that the Company shall not
be obligated to furnish or cause to furnish such list at any time that the list
shall not differ in any respect from the most recent list furnished to the
Trustee by the Company and (b) at such other times as the Trustee may
request in writing within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Security Registrar.


 


Section 5.2                                    Preservation of Information,
Communications with Securityholders.


 


(a)                                  The Trustee shall preserve, in as current
a form as is reasonably practicable, all information as to the names and
addresses of the Holders of Securities contained in the most recent list
furnished to it as provided in Section 5.1 and as to the names and
addresses of Holders of Securities received by the Trustee in its capacity as
Security Registrar (if acting in such capacity).


 


(b)                                 The Trustee may destroy any list
furnished to it as provided in Section 5.1 upon receipt of a new list so
furnished.


 


(c)                                  Securityholders may communicate as
provided in Section 312(b) of the Trust Indenture Act with other
Securityholders with respect to their rights under this Indenture or under the
Securities, and, in connection with any such communications, the Trustee shall
satisfy its obligations under Section 312(b) of the Trust Indenture
Act in accordance with the provisions of Section 312(b) of the Trust
Indenture Act.


 


Section 5.3                                    Reports by the Company.


 


(a)                                  So long as any Security is Outstanding,
the Company shall furnish to the Trustee, within 15 days after the Company
files the same with the SEC, copies of the annual and quarterly reports and of
the information, documents and other reports (or copies of such portions of any
of the foregoing as the SEC may from time to time by rules and regulations
prescribe) that the Company is required to file with the SEC pursuant to Section 13
or Section 15(d) of the Exchange Act.


 


(b)                                 In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, it shall continue to provide the Trustee with annual and
quarterly reports containing substantially the same information as would have
been required to be filed with the SEC had the Company continued to have been
subject to such 


 


27

















 


reporting requirements.  In such event, such annual and quarterly
reports shall be provided at the times the Company would have been required to
provide reports had it continued to have been subject to such reporting
requirements.


 


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


 


ARTICLE VI.



REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT


 


Section 6.1                                    Events of Default.


 


(a)                                  Whenever used herein with respect to
Securities of a particular series, “Event of Default” means any one or more of
the following events that has occurred and is continuing:


 


(i)                                     the Company defaults in the payment of
any installment of interest upon any of the Securities of that series, as and
when the same shall become due and payable, and such default continues for a
period of 30 days; provided, however, that a valid extension of an
interest payment period by the Company in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of
interest for this purpose;


 


(ii)                                  the Company defaults in the payment of
the principal of (or premium, if any, on) any of the Securities of that series
as and when the same shall become due and payable whether at maturity, upon
redemption, by declaration or otherwise, or in any payment required by any
sinking or analogous fund established with respect to that series; provided,
however, that a valid extension of the maturity of such Securities in
accordance with the terms of any indenture supplemental hereto shall not
constitute a default in the payment of principal or premium, if any;


 


(iii)                               the Company fails to observe or perform any other of
its covenants or agreements with respect to that series contained in this
Indenture or otherwise established with respect to that series of Securities
pursuant to Section 2.1 hereof (other than a covenant or agreement that
has been expressly included in this Indenture solely for the benefit of one or
more series of Securities other than such series) for a period of 90 days
after the date on which written notice of such failure, requiring the same to
be remedied and stating that such notice is a “Notice of Default” hereunder,
shall have been given to the Company by the Trustee, by registered or certified
mail, or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Securities of that series at the time Outstanding;


 


28

















 


(iv)                              the Company pursuant to or within the
meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents
to the entry of an order for relief against it in an involuntary case, (iii) consents
to the appointment of a Custodian of it or for all or substantially all of its
property or (iv) makes a general assignment for the benefit of its
creditors; or


 


(v)                                 a court of competent jurisdiction enters
an order under any Bankruptcy Law that (i) is for relief against the
Company in an involuntary case, (ii) appoints a Custodian of the Company
for all or substantially all of its property or (iii) orders the
liquidation of the Company, and the order or decree remains unstayed and in
effect for 90 days.


 


(b)                                 In each and every such case (other than
an Event of Default specified in clause (4) or clause (5) above),
unless the principal of all the Securities of that series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such Securityholders), may declare the principal of (and premium, if any, on)
and accrued and unpaid interest on all the Securities of that series to be due
and payable immediately, and upon any such declaration the same shall become
and shall be immediately due and payable. If an Event of Default specified in
clause (4) or clause (5) above occurs, the principal of and accrued
and unpaid interest on all the Securities of that series shall automatically be
immediately due and payable without any declaration or other act on the part of
the Trustee or the Holders of the Securities.


 


(c)                                  At any time after the principal of (and
premium, if any, on) and accrued and unpaid interest on the Securities of that
series shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Holders of a majority in aggregate principal amount
of the Securities of that series then Outstanding hereunder, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Securities of that series and the principal of (and premium, if any, on) any
and all Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit) and the amount payable to
the Trustee under Section 7.7, and (ii) any and all Events of Default
under the Indenture with respect to such series, other than the nonpayment of
principal on (and premium, if any, on) and accrued and unpaid interest on
Securities of that series that shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.6.


 


No such rescission and
annulment shall extend to or shall affect any subsequent default or impair any
right consequent thereon.


 


(d)                                 In case the Trustee shall have proceeded to
enforce any right with respect to Securities of that series under this
Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or 


 


29

















 


shall have been determined adversely to the Trustee,
then and in every such case, subject to any determination in such proceedings,
the Company and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had been
taken.


 


Section 6.2                                    Collection of Indebtedness and Suits for
Enforcement by Trustee.


 


(a)                                  The Company covenants that (i) in
case it shall default in the payment of any installment of interest on any of
the Securities of a series, and such default shall have continued for a period
of 90 Business Days, or (ii) in case it shall default in the payment of
the principal of (or premium, if any, on) any of the Securities of a series
when the same shall have become due and payable, whether upon maturity of the
Securities of a series or upon redemption or upon declaration or otherwise, or
in any payment required by any sinking or analogous fund established with
respect to that series as and when the same shall have become due and payable,
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the Holders of the Securities of that series, the whole amount that
then shall have been become due and payable on all such Securities for
principal (and premium, if any) or interest, or both, as the case may be, with
interest upon the overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable law) upon overdue
installments of interest at the rate per annum expressed in the Securities of
that series; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount
payable to the Trustee under Section 7.7.


 


(b)                                 If the Company shall fail to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company
or other obligor upon the Securities of that series and collect the moneys
adjudged or decreed to be payable in the manner provided by law or equity out
of the property of the Company or other obligor upon the Securities of that
series, wherever situated.


 


(c)                                  In case of any receivership, insolvency,
liquidation, bankruptcy, reorganization, readjustment, arrangement, composition
or judicial proceedings affecting the Company, or its creditors or property,
the Trustee shall have power to intervene in such proceedings and take any
action therein that may be permitted by the court and shall (except as may be
otherwise provided by law) be entitled to file such proofs of claim and other
papers and documents as may be necessary or advisable in order to have the
claims of the Trustee and of the Holders of Securities of such series allowed
for the entire amount due and payable by the Company under the Indenture at the
date of institution of such proceedings and for any additional amount that may
become due and payable by the Company after such date, and to collect and
receive any moneys or other property payable or deliverable on any such claim,
and to distribute the same after the deduction of the amount payable to the
Trustee under Section 7.6; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders of
Securities of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section 7.7.


 


30

















 


(d)                                 All rights of action and of asserting
claims under this Indenture, or under any of the terms established with respect
to Securities of that series, may be enforced by the Trustee without the
possession of any of such Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for payment to the Trustee
of any amounts due under Section 7.7, be for the ratable benefit of the
Holders of the Securities of such series.


 


In case of an Event of
Default hereunder, the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
the Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.


 


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


 


Section 6.3                                    Application of Moneys Collected.


 


Any moneys collected by
the Trustee pursuant to this Article with respect to a particular series
of Securities shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such moneys on account
of principal (or premium, if any) or interest, upon presentation of the
Securities of that series, and notation thereon of the payment, if only
partially paid, and upon surrender thereof if fully paid:


 


FIRST: To the payment of
amounts payable to the Trustee under Section 7.7;


 


SECOND: To the payment to
Holders of Securities of the amounts then due and unpaid upon Securities of
such series for principal (and premium, if any), amounts payable upon
redemption or repurchase of the Securities, and interest, in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities; and


 


THIRD: To the payment of
the remainder, if any, to the Company or any other Person lawfully entitled
thereto.


 


The Trustee may fix a
record date and payment date for any payment to Holders pursuant to this Section 6.3.  At least 15 days before such record date, the
Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and the amount to be paid.


 


Section 6.4                                    Limitation on Suits.


 


No Holder of any Security
of any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or 


 


31

















 


at law upon or
under or with respect to this Indenture or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless


 


(i)                                     such Holder previously shall have given
to the Trustee written notice of an Event of Default and of the continuance
thereof with respect to the Securities of such series specifying such Event of
Default, as hereinbefore provided;


 


(ii)                                  the Holders of 25% or more in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder;


 


(iii)                               such Holder or Holders shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby;


 


(iv)                              the Trustee for 90 days after its
receipt of such notice, request and offer of indemnity, shall have failed to
institute any such action, suit or proceeding and


 


(v)                                 during such 90 day period, the
Holders of a majority in principal amount of the Securities of that series then
Outstanding do not give the Trustee a direction inconsistent with the request.


 


Notwithstanding anything
contained herein to the contrary or any other provisions of this Indenture, the
right of any Holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or
after the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement
of any such payment on or after such respective dates or redemption date, shall
not be impaired or affected without the consent of such Holder and by accepting
a Security hereunder it is expressly understood, intended and covenanted by the
taker and Holder of every Security of such series with every other such taker
and Holder and the Trustee, that no one or more Holders of Securities of such
series shall have any right in any manner whatsoever by virtue or by availing
of any provision of this Indenture to affect, disturb or prejudice the rights
of the Holders of any other of such Securities, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of such series. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 


Section 6.5                                    Rights and Remedies Cumulative, Delay or
Omission Not a Waiver.


 


(a)                                  Except as otherwise provided in Section 2.7,
all powers and remedies given by this Article to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or the
Holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.


 


32

















 


(b)                                 No delay or omission of the Trustee or of
any Holder of any of the Securities to exercise any right or power accruing
upon any Event of Default occurring and continuing as aforesaid shall impair
any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section 6.4,
every power and remedy given by this Article or by law to the Trustee or
the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.


 


Section 6.6                                    Control by Securityholders.


 


The Holders of a majority in aggregate principal
amount of the Securities of any series at the time Outstanding, determined in
accordance with Section 8.4, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee with respect
to such series; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture. Subject to the provisions of Section 7.1,
the Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Trust Officer or officers of the Trustee,
determine that the proceeding so directed, subject to the Trustee’s duties
under the Trust Indenture Act, would involve the Trustee in personal liability
or might be unduly prejudicial to the Securityholders not involved in the
proceeding. The Holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding affected thereby, determined
in accordance with Section 8.4, may on behalf of the Holders of all of the
Securities of such series waive any past default in the performance of any of
the covenants contained herein or established pursuant to Section 2.1 with
respect to such series and its consequences, except a default in the payment of
the principal of, or premium, if any, or interest on, any of the Securities of
that series as and when the same shall become due by the terms of such
Securities otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and principal
and any premium has been deposited with the Trustee (in accordance with Section 6.1(c)).
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the Holders
of the Securities of such series shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.


 


Section 6.7                                    Undertaking to Pay Costs.


 


All parties to this Indenture agree, and each Holder
of any Securities by such Holder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder,
or group of Securityholders, holding more than 10% in aggregate principal
amount of the Outstanding Securities of any series, or to any suit instituted
by any Securityholder for the enforcement of the payment of the principal of
(or 


 


33

















 


premium, if any) or
interest on any Security of such series, on or after the respective due dates
expressed in such Security or established pursuant to this Indenture.


 


ARTICLE VII.



CONCERNING THE TRUSTEE


 


Section 7.1                                    Duties of Trustee.


 


(a)                                  If an Event of Default has occurred and
is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in its exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person’s own affairs.


 


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


 


(i)                                     the Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and


 


(ii)                                  in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.


 


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


 


(i)                                     this paragraph does not limit the effect
of Section 7.1(b);


 


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


 


(iii)                               the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.6.


 


(d)                                 Every provision of this Indenture that in
any way relates to the Trustee is subject to Sections 7.1 (a), (b) and
(c).


 


(e)                                  The Trustee shall not be liable for
interest on any money received by it.


 


(f)                                    Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law.


 


34
















 


(g)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers.


 


(h)           Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Article VII and to the provisions of the TIA, and the provisions of
this Article VII shall apply to the Trustee in its role as Registrar and
Paying Agent.


 


(i)            The
Trustee shall not be deemed to have notice of a Default or an Event of Default
unless (i) a Trust Officer of the Trustee has received written notice
thereof from the Company or any Holder or (ii) a Trust Officer shall have
actual knowledge thereof.


 


Section 7.2                                    Rights of Trustee.


 


(a)           The
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.  The
Trustee may, however, in its discretion make such further inquiry or
investigation into such facts or matters as it may see fit and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney at the expense of the Company and shall incur no
liability of any kind by reason of such inquiry or investigation.


 


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


 


(c)           The
Trustee may act through agents, attorneys or custodians and shall not be
responsible for the misconduct or negligence of any agent, attorney or
custodian appointed with due care.


 


(d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers;
provided, however, that the Trustee’s conduct does not constitute willful
misconduct or negligence.


 


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


 


(f)            The
permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty unless so specified herein.


 


(g)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Holders pursuant to 


 


35

















 


this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity satisfactory to the Trustee against the
costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction.


 


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


 


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


 


Section 7.3                                    Individual Rights of Trustee.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.  Any Paying Agent, Registrar or
co-registrar may do the same with like rights. 
However, the Trustee must comply with Sections 7.10 and 7.11.


 


Section 7.4                                    Trustee’s Disclaimer.


 


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


 


Section 7.5                                    Notice of Defaults.


 


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 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 6.1(a)(i) or
6.1(a)(ii), 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.  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.


 


Section 7.6                                    Reports by Trustee to Holders.


 


As promptly as
practicable after each December 31 beginning with December 31, 2009,
and in any event prior to March 31 in each year thereafter, the Trustee
shall mail to each Holder a brief report dated as of December 31 each year
that complies with TIA Section 313(a), 


 


36

















 


if and to the extent
required by such subsection.  The Trustee
shall also comply with TIA Section 313(b).


 


A copy of each report at
the time of its mailing to Holders shall be filed with the SEC and each stock
exchange (if any) on which the Securities are listed.  The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.


 


Section 7.7                                    Compensation and Indemnity.


 


The Company shall pay to
the Trustee from time to time such compensation as shall be agreed upon from
time to time in writing for its services. 
The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket fees and expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation, fees and expenses, disbursements and advances of the Trustee’s
agents, counsel, accountants and experts. 
Subject to the Trustee’s obligations under Section 7.1(a) hereof,
the Trustee shall be entitled to indemnification reasonably satisfactory to it
against any and all loss, liability, claim, damage or expense (including
reasonable attorneys’ fees and expenses) incurred by it in connection with the
acceptance and administration of this Indenture and this trust, its actions
taken or omitted to be taken hereunder and the performance of its duties
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, any Holder or any other Person).  The Trustee shall notify the Company promptly
in writing of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company of any claim for which it may seek indemnity of which a Trust Officer
has actually received written notice shall not relieve the Company of its
obligations hereunder except to the extent such failure shall have materially
prejudiced the Company.  The Company
shall defend the claim and the Trustee shall cooperate in the defense.  If the Trustee is advised by counsel in
writing that it may have available to it defenses which are in conflict with
the defenses available to the Company, then the Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel.  The Company need not reimburse
any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct or negligence, finally
adjudicated by a court of competent jurisdiction.  The Company need not pay for any settlement
made by the Trustee without the Company’s consent, such consent not to be
unreasonably withheld.  All
indemnifications and releases from liability granted hereunder to the Trustee
shall extend to its officers, directors, employees, agents, attorneys, custodians,
successors and assigns.


 


To secure the Company’s
payment obligations in this Section 7.7, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and
interest on particular Securities.


 


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 6.1(a)(iv) or 


 


37

















 


6.1(a)(v) with
respect to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.


 


Section 7.8                                    Replacement of Trustee.


 


The Trustee may resign at any time by so notifying the
Company and applicable Gaming Authorities in writing at least10 Business Days
prior to the proposed resignation.  The
Holders of a majority in aggregate principal amount of the Securities then
outstanding may remove the Trustee by so notifying the Trustee.  The Company shall remove the Trustee if:


 


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


 


(b)           the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(d)           the
Trustee otherwise becomes incapable of acting; or


 


(e)           the
Trustee becomes disqualified or is found unsuitable under any applicable Gaming
Law, or the Trustee’s relationship with the Company may, in the Company’s discretion,
jeopardize any material Gaming License or franchise or right or approval
granted thereto.


 


If the Trustee resigns,
is removed by the Company or by the Holders of a majority in aggregate
principal amount of the Securities then outstanding, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.


 


A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall
mail a notice of its succession to Holders. 
The retiring Trustee shall upon payment of all of its costs and the
costs of its agents and counsel promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section 7.7.


 


If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee or the Holders of 10% in aggregate principal
amount of the Securities then outstanding may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee.


 


If the Trustee fails to
comply with Section 7.10, any Holder who has been a bona fide Holder of a
Security for at least six months may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


Notwithstanding the
replacement of the Trustee pursuant to this Section, the Company’s obligations
under Section 7.7 shall continue for the benefit of the retiring Trustee.


 


38

















 


Section 7.9                                    Successor Trustee by Merger.


 


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


 


In case at the time such
successor or successors by merger, conversion or consolidation to the Trustee
shall succeed to the trusts created by this Indenture any of the Securities
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such Securities so authenticated; and in case at that time any of
the Securities shall not have been authenticated, any such successor to the
Trustee may authenticate such Securities in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force that
it is anywhere in the Securities or in this Indenture provided that the
certificate of the Trustee shall have.


 


Section 7.10                              Eligibility; Disqualification.


 


The Trustee shall at all times satisfy the
requirements of TIA Section 310(a). 
The Trustee shall have (or, in the case of a corporation included in a
bank holding company system, the related bank holding company shall have) a
combined capital and surplus of at least $50,000,000 as set forth in its (or
its related bank holding company’s) most recent published annual report of
condition.  The Trustee shall comply with
TIA Section 310(b), subject to the penultimate paragraph thereof;
provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.


 


Section 7.11                              Preferential Collection of Claims Against
Company.


 


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


 


Section 7.12                              Trustee’s Application for Instructions
from the Company.


 


Any application by the Trustee for written
instructions from the Company may, at the option of the Trustee, set forth in writing
any action proposed to be taken or omitted by the Trustee under this Indenture
and the date on and/or after which such action shall be taken or such omission
shall be effective.  The Trustee shall
not be liable to the Company for any action taken by, or omission of, the
Trustee in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than three
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of any omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


 


39

















 


Section 7.13                              Reports by Trustee to Gaming Authorities.


 


(a)           The
Trustee shall promptly report the names of all Holders of the Securities to any
Gaming Authorities upon request of such Gaming Authorities or the Company.  The Trustee shall provide to any Gaming
Authorities upon request of such Gaming Authorities or the Company, copies of
all written communications from the Trustee to all Holders, notice of any
Default, notice of any transfer or assignment of the Trustee’s rights under
this Indenture, any amendment to this Indenture or the Securities and notice of
any recession, annulment or waiver in respect of an Event of Default under this
Indenture.


 


(b)           The
Trustee shall cooperate with the Company in providing information relating to
the Securities or the Holders to any Gaming Authority pursuant to applicable
Gaming Laws.


 


Section 7.14                              Maintenance of Office in The City of New
York.


 


The Trustee agrees to maintain in the Borough of
Manhattan, City of New York an office or agency for purposes and notices other
than related to demands to or upon the Company in respect of payment on or
registration of transfer, exchange, repurchase, redemption or conversion of the
Securities. Such office shall initially be the office of the Trustee at 45
Broadway, 14th Floor, New York, New York 10006, Attention: Corporate Trust
Administration.


 


Section 7.15                              Patriot Act.


 


The parties hereto acknowledge that in accordance with
Section 326 of the Patriot Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money
laundering, is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens
an account with the Trustee.   The
parties to this Indenture agree that they will provide the Trustee with all
such information as it may request in order to satisfy the requirements or its
obligations under such act.


 


ARTICLE VIII.



CONCERNING THE SECURITYHOLDERS


 


Section 8.1                                    Evidence of Action by Securityholders.


 


Whenever in this
Indenture it is provided that the Holders of a majority or specified percentage
in aggregate principal amount of the Securities of a particular series may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the fact that at
the time of taking any such action the Holders of such majority or specified
percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
Holders of Securities of that series in person or by agent or proxy appointed
in writing.


 


If
the Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers’ Certificate, fix in
advance a record date for such series 


 


40

















 


for the determination of Securityholders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or
other action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the
record date; provided, however, that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than
six months after the record date.


 


Section 8.2                                    Proof of Execution by Securityholders.


 


Subject to the
provisions of Section 7.1, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:


 


(a)                                  The fact and date of the execution by any
such Person of any instrument may be proved in any reasonable manner acceptable
to the Trustee.


 


(b)                                 The ownership of Securities shall be
proved by the Security Register of such Securities or by a certificate of the
Security Registrar thereof.


 


The Trustee may require
such additional proof of any matter referred to in this Section as it
shall deem necessary.


 


Section 8.3                                    Who May Be Deemed Owners.


 


Prior to the due
presentment for registration of transfer of any Security, the Company, the
Trustee, any Paying Agent and any Security Registrar may deem and treat the
Person in whose name such Security shall be registered upon the books of the
Registrar as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and (subject to Section 2.3)
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any Paying Agent nor any Security Registrar shall be
affected by any notice to the contrary.


 


Section 8.4                                    Certain Securities Owned By Company
Disregarded.


 


In determining whether
the Holders of the requisite aggregate principal amount of Securities of a
particular series have concurred in any direction, consent or waiver under this
Indenture, the Securities of that series that are owned by the Company or any
other obligor on the Securities of that series or by any Person directly or
indirectly controlling or controlled by or under common control with the
Company or any other obligor on the Securities of that series 


 


41

















 


shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities of such series that the Trustee actually knows are so owned shall be
so disregarded. The Securities so owned that have been pledged in good faith
may be regarded as Outstanding for the purposes of this Section, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.


 


Section 8.5                                    Actions Binding on Future
Securityholders.


 


At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 8.1, of
the taking of any action by the Holders of the majority or percentage in
aggregate principal amount of the Securities of a particular series specified
in this Indenture in connection with such action, any Holder of a Security of
that series that is shown by the evidence to be included in the Securities the
Holders of which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in Section 8.2,
revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the Holder of any Security shall be conclusive and binding
upon such Holder and upon all future Holders and owners of such Security, and
of any Security issued in exchange therefor, on registration of transfer
thereof or in place thereof, irrespective of whether or not any notation in
regard thereto is made upon such Security. Any action taken by the Holders of
the majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the Holders of
all the Securities of that series.


 


ARTICLE IX.


 


SUPPLEMENTAL INDENTURES


 


Section 9.1                                    Supplemental Indentures Without the
Consent of Securityholders.


 


In addition to any
supplemental indenture otherwise authorized by this Indenture, the Company and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall comply with the provisions of the
Trust Indenture Act as then in effect), without the consent of the
Securityholders for one or more of the following purposes:


 


(a)           to
cure any ambiguity, defect, or inconsistency herein or in the Securities of any
series;


 


(b)           to
comply with Article X, including to evidence the succession of another
Person to the Company and the assumption by any such successor of the covenants
of the Company herein and in the Securities contained;


 


42

















 


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


 


(d)           to
provide any security for or guarantees of the Securities of any series;


 


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


 


(f)            to
add any additional Events of Default;


 


(g)           to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities; provided,
however, that any such addition, change or elimination not otherwise permitted
under this Section 9.1 shall (i) neither (A) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (B) modify the
rights of the Securityholder of any such Security with respect to such
provision or (ii) become effective only when there is no such Security
outstanding;


 


(h)           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, to establish the
form of any certifications required to be furnished pursuant to the terms of
this Indenture or any series of Securities, or to add to the rights of the
Holders of any series of Securities;


 


(i)            to
evidence and provide for the acceptance of appointment hereunder by a successor
trustee;


 


(j)            to
comply with any requirements of the SEC or any successor in connection with the
qualification of this Indenture under the Trust Indenture Act; or


 


(k)           to
make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action shall not adversely affect the
interests of the Securityholders of Securities of any series or any related
coupons in any material respect.


 


The Trustee is hereby
authorized to join with the Company in the execution of any such supplemental
indenture, and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
any such supplemental indenture that affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.


 


Any supplemental
indenture authorized by the provisions of this Section may be executed by
the Company and the Trustee without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.2.


 


After
an amendment under this Section 9.1 becomes effective, the Company shall
mail to Holders a notice briefly describing such amendment.  The failure to give such notice to all such
Holders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section.


 


43
















 


Section 9.2             Supplemental Indentures With Consent of
Securityholders.


 


With the consent
(evidenced as provided in Section 8.1) of the Holders of not less than a
majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding,
the Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall comply with the provisions of the Trust Indenture Act as
then in effect) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner not covered by Section 9.1
the rights of the Holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holders of each Security then Outstanding and
affected thereby,


 


(a)           reduce the aforesaid percentage of
Securities, the Holders of which are required to consent to any amendment,
supplement or waiver;


 


(b)           reduce the rate of interest or change the
time for payment of interest on such Securities or reduce any premium payable
upon the redemption thereof;


 


(c)           reduce the principal amount of such
Securities;


 


(d)           change the fixed maturity of such
Securities;


 


(e)           reduce the redemption or repurchase price
of such Securities or change the time at which the Securities may or must be
redeemed or repurchases;


 


(f)            make payments on such Securities payable
in currency other than as originally stated in such Securities;


 


(g)           impair the Securityholder’s right to
institute suit for the enforcement of any payment on the Securities;


 


(h)           make any change in the percentage of
principal amount of Securities necessary to waive compliance with some
provisions of the Indenture or to make any change in this provision for
modification;


 


(i)            waive a continuing default or event of
default regarding any payment on the Securities; or


 


(j)            adversely affect the repurchase
provisions of the Securities.


 


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


 


After an amendment under
this Section 9.2 becomes effective, the Company shall mail to each Holder
a notice briefly describing the amendment.


 


44

















 


Section 9.3             Effect of Supplemental Indentures.


 


Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX or of
Section 10.1, this Indenture shall, with respect to such series, be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Holders of Securities of the
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.


 


Section 9.4             Securities Affected By Supplemental
Indentures.


 


Securities of any series
affected by a supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the provisions of this Article IX
or of Section 10.1, may bear a notation in form approved by the Company,
provided such form meets the requirements of any securities exchange upon which
such series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of that series so
modified as to conform, in the opinion of the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of that series then Outstanding.


 


Section 9.5             Execution of Supplemental Indentures.


 


Upon
the request of the Company, accompanied by its Board Resolutions authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. The Trustee, subject to the provisions
of Section 7.1, shall be entitled to 
receive an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article IX
is authorized or permitted by, and conforms to, the terms of this Article IX
and that it is proper for the Trustee under the provisions of this Article IX
to join in the execution thereof; provided, however, that such Officers’
Certificate and  Opinion of Counsel need
not be provided in connection with the execution of a supplemental indenture
that establishes the terms of a series of Securities pursuant to Section 2.1
hereof.


 


Promptly
after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of this Section, the Company shall
transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


 


45

















 


ARTICLE X.


 


SUCCESSOR ENTITY


 


Section 10.1           Company May Consolidate Etc.


 


Except as provided
pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in
an Officers’ Certificate, or established in one or more indentures supplemental
to this Indenture, nothing contained in this Indenture shall prevent any
consolidation or merger of the Company with or into any other Person (whether
or not affiliated with the Company) or successive consolidations or mergers in
which the Company or its successor or successors shall be a party or parties,
or shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company is not the survivor of such transaction), sale, conveyance, transfer or
other disposition,


 


(a)           the due and punctual payment of the
principal of (premium, if any) and interest on all of the Securities of all
series in accordance with the terms of each series, according to their tenor,
and the due and punctual performance and observance of all the covenants and
conditions of this Indenture with respect to each series or established with
respect to such series pursuant to Section 2.1 to be kept or performed by
the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect)
reasonably satisfactory in form to the Trustee executed and delivered to the
Trustee by the entity formed by such consolidation, or into which the Company
shall have been merged, or by the entity which shall have acquired such
property and


 


(b)           in the event that the Securities of any
series then Outstanding are convertible into or exchangeable for shares of
common stock or other securities of the Company, such entity shall, by such
supplemental indenture, make provision so that the Securityholders of
Securities of that series shall thereafter be entitled to receive upon
conversion or exchange of such Securities the number of securities or property
to which a Holder of the number of shares of common stock or other securities
of the Company deliverable upon conversion or exchange of those Securities
would have been entitled had such conversion or exchange occurred immediately
prior to such consolidation, merger, sale, conveyance, transfer or other
disposition.


 


Section 10.2           Successor Entity Substituted.


 


(a)           In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition and upon the assumption
by the successor entity by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the obligations set
forth under Section 10.1 on all of the Securities of all series
Outstanding, such successor entity shall succeed to and be substituted for the
Company with the same effect as if it had been named as the Company herein, and
thereupon the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.


 


46

















 


(b)           In case of any such consolidation,
merger, sale, conveyance, transfer or other disposition, such changes in
phraseology and form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.


 


(c)           Nothing contained in this Article X
shall require any action by the Company in the case of a consolidation or
merger of any Person into the Company where the Company is the survivor of such
transaction, or the acquisition by the Company, by purchase or otherwise, of
all or any part of the property of any other Person (whether or not affiliated
with the Company).


 


Section 10.3           Evidence of Consolidation, Etc. to
Trustee.


 


The Trustee, subject to
the provisions of Section 7.1, shall be entitled to receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article X.


 


ARTICLE XI.


 


SATISFACTION AND
DISCHARGE


 


Section 11.1           Applicability of Article; Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


If pursuant to Section 2.1, provision is made for
either or both of (a) defeasance of the Securities of a series under Section 11.2
or (b) covenant defeasance of the Securities of a series under Section 11.2,
then the provisions of such Sections, as the case may be, together with the
other provisions of this Article XI, shall be applicable to the Securities
of such series, and the Company may at its option by Board Resolution, at any
time, with respect to the Securities of such series, elect to have either Section 11.2
(if applicable) or Section 11.3 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article XI.


 


Section 11.2           Defeasance and Discharge.


 


Upon the Company’s exercise of the option provided in Section 11.1
to defease the Outstanding Securities of a particular series, the Company shall
be discharged from its obligations with respect to the Outstanding Securities
of such series on the date the applicable conditions set forth in Section 11.4
are satisfied (“Defeasance”).
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same); provided, however,
that the following rights, obligations, powers, trusts, duties and immunities
shall survive until otherwise terminated or discharged hereunder:


 


47

















 


(a)           the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for
in Section 11.4, payments in respect of the principal of and any premium
and interest on such Securities when such payment, are due,


 


(b)           the Company’s obligations with respect to
such Securities under Sections 2.5, 2.6, 2.7 and 4.2,


 


(c)           the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and


 


(d)           this Article XI.


 


Subject to compliance with this Article XI, the
Company may exercise its option with respect to defeasance under this Section 11.2
notwithstanding the prior exercise of its option with respect to covenant
defeasance under Section 11.3 in regard to the Securities of such series.


 


Section 11.3           Covenant Defeasance.


 


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
Sections 5.3 and Article X and any additional covenants specified in any
indenture supplemental hereto 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 Sections 5.3 and Article X
and any additional covenants specified in any indenture supplemental hereto,
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 6.1(a)(iii) 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.


 


Section 11.4           Conditions to Defeasance or Covenant
Defeasance.


 


The following shall be conditions to Defeasance under Section 11.2
and Covenant Defeasance under Section 11.3 with respect to the Outstanding
Securities of a particular series:


 


(a)           the Company shall have irrevocably
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 7.10 who shall agree to comply with
the provisions of this Article XI applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (A) money in an amount, or (B) Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
Business Day before the due date of any payment, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and 


 


48

















 


discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the principal of
and any premium and each installment of principal of and any premium and
interest on the Outstanding Securities of such series on the Stated Maturity of
such principal or installment of principal or interest or on any applicable
redemption date or repurchase date and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities.;


 


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


 


(c)           In the case of an election with respect
to Section 11.2, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (x) the Company has received from the
Internal Revenue Service a private letter ruling or there has been published by
the Internal Revenue Service a revenue ruling pertaining to a comparable form
of transaction, or (y) since the date of this Indenture there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the Outstanding Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred;


 


(d)           In the case of an election with respect
to Section 11.3, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of the Outstanding Securities
of such series will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;


 


(e)           Such Defeasance or Covenant Defeasance
shall be effected in compliance with any additional terms, conditions or
limitations which may be imposed on the Company in connection therewith
pursuant to Section 2.1;


 


(f)            No Default or Event of Default with respect
to the Securities of such series shall have occurred and be continuing on the
date of such deposit or at any time during the period ending on the 91st day
after such date; and


 


(g)           The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the Defeasance under Section 11.2
or the Covenant Defeasance under Section 11.3 (as the case may be) have
been complied with.


 


Section 11.5           Reinstatement.


 


If the Trustee is unable
to apply any money in accordance with Section 11.6 by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under
this Indenture and 


 


49

















 


the Securities of such series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.4
until such time as the Trustee is permitted to apply all such money in
accordance with Section 11.6; provided, however, that if the Company makes
any payment of principal of (and premium, if any) or interest on any Security
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of the Securities of such series to receive such
payment from the money held by the Trustee.


 


Section 11.6           Deposited Money and Government
Obligations to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of Section 11.7, all
money and Government Obligations (including the proceeds thereof) deposited
with the Trustee pursuant to Section 11.4 in respect of the Outstanding
Securities of a particular series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company or any of its Subsidiaries acting as Paying Agent) as
the Trustee may determine, to the Holders of the particular series of
Securities for the payment, repurchase or redemption of which moneys or
Governmental Obligations have been deposited with the Trustee.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 11.4 or the principal
and interest received in respect thereof, other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding
Securities of such series.


 


Anything
in this Article XI to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 11.4 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited for
the purpose for which such money or Government Obligations were deposited.


 


Section 11.7           Repayment to Company.


 


Any moneys or Governmental Obligations deposited with
any Paying Agent or the Trustee, or then held by the Company, in trust for
payment of principal of or premium, if any, or interest on the Securities of a
particular series that are not applied but remain unclaimed by the Holders of
such Securities for two years after the date upon which the principal of (and
premium, if any) or interest on such Securities shall have respectively become
due and payable, or such other shorter period set forth in applicable escheat
or abandoned or unclaimed property law, shall be repaid to the Company upon the
Company’s request or (if then held by the Company) shall be discharged from
such trust; and thereupon the Paying Agent and the Trustee shall be released
from all further liability with respect to such moneys or Governmental
Obligations, and the Holder of any of the Securities entitled to receive such
payment shall thereafter, as a general creditor, look only to the Company for
the payment thereof.


 


50
















 


ARTICLE XII.



IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


Section 12.1                                No Recourse.


 


No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors as such, of the Company or of any predecessor or
successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against, every such incorporator,
stockholder, officer or director as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the
issuance of such Securities.


 


ARTICLE XIII.


 


MISCELLANEOUS PROVISIONS


 


Section 13.1                                Effect on Successors and Assigns.


 


All the covenants,
stipulations, promises and agreements in this Indenture made by or on behalf of
the Company shall bind its successors and assigns, whether so expressed or
not.  All the covenants, stipulations,
promises and agreements in this Indenture made by or on behalf of the Trustee
shall bind its successors and assigns, whether so expressed or not.


 


Section 13.2                                Actions by Successors.


 


Any act or proceeding by
any provision of this Indenture authorized or required to be done or performed
by any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the corresponding board, committee or
officer of any corporation that shall at the time be the lawful successor of
the Company.


 


51

















 


Section 13.3                                Surrender of Company Powers.


 


The Company by instrument
in writing executed by authority of its Board of Directors and delivered to the
Trustee may surrender any of the powers reserved to the Company, and thereupon
such power so surrendered shall terminate both as to the Company and as to any
successor corporation.


 


Section 13.4                                Notices.


 


Except as otherwise
expressly provided herein, any notice, request or demand that by any provision
of this Indenture is required or permitted to be given, made or served by the
Trustee or by the Holders of Securities or by any other Person pursuant to this
Indenture to or on the Company may be given or served by being deposited in
first class mail, postage prepaid, addressed (until another address is filed in
writing by the Company with the Trustee), as follows: International Game
Technology, 9295 Prototype Drive, Reno, Nevada 89521, Attention: General
Counsel. Any notice, election, request or demand by the Company or any
Securityholder or by any other Person pursuant to this Indenture to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.


 


Section 13.5                                Governing Law.


 


THIS INDENTURE AND THE
SECURITIES 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 13.6                                Treatment of Securities as Debt.


 


It is intended that the Securities
will be treated as indebtedness and not as equity for federal income tax
purposes. The provisions of this Indenture shall be interpreted to further this
intention.


 


Section 13.7                                Compliance Certificates and Opinions.


 


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


 


(b)                                 Each certificate or opinion provided for
in this Indenture and delivered to the Trustee with respect to compliance with
a condition or covenant in this Indenture shall include (i) a statement
that the Person making such certificate or opinion has read such covenant


 


52

















 


or condition; (ii) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; (iii) a
statement that, in the opinion of such Person, he has made such examination or
investigation as is reasonably necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and (iv) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with.


 


Section 13.8                                Payments on Business Days.


 


Except as provided
pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in
an Officers’ Certificate, or established in one or more indentures supplemental
to this Indenture, in any case where the date of maturity of interest or
principal of any Security or the date of redemption of any Security shall not
be a Business Day, then payment of interest or principal (and premium, if any)
may be made on the next succeeding Business Day with the same force and effect
as if made on the nominal date of maturity or redemption, and no interest shall
accrue for the period after such nominal date.


 


Section 13.9                                Conflict with Trust Indenture Act.


 


If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act, such Trust Indenture Act provision shall
control.


 


Section 13.10                          Counterparts.


 


This 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 13.11                          Separability.


 


In case any one or more
of the provisions contained in this Indenture or in the Securities of any
series 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 of such Securities, but this
Indenture and such Securities shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.


 


Section 13.12                          Compliance Certificates.


 


The
Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year during which any Securities of any series were outstanding, an
Officers’ Certificate stating whether or not the signers know of any Default or
Event of Default that occurred during such fiscal year. Such certificate shall
contain a certification from the principal executive officer, principal
financial officer or principal accounting officer of the Company that a review
has been conducted of the activities of the Company and the Company’s
performance under this Indenture and that the Company has complied with all
conditions and covenants under this Indenture. For purposes of this Section 13.12,
such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture. If any of the officers of
the


 


53

















 


Company signing such
certificate has knowledge of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.


 


54

















 


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


 


 


	
  INTERNATIONAL
  GAME TECHNOLOGY

  
	
   

  
	
  By:

  	
  /s/ Patrick W. Cavanaugh

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Patrick W. Cavanaugh

  
	
   

  	
  Title:   Executive Vice President and Chief Financial
  Officer

  
	
   

  	
   

  
	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
  By:

  	
  /s/ Maddy Hall

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Maddy Hall

  
	
   

  	
  Title:
    Vice President

  



 


55