First Supplemental Indenture


 EXHIBIT 4.10 
  

  
 BOYD GAMING CORPORATION 
  
 7.125% SENIOR
SUBORDINATED NOTES DUE 2016 
  

  

FIRST SUPPLEMENTAL INDENTURE 
  
 Dated as of January 30, 2006 
  
 To Indenture dated as of January 25, 2006 
  

  
 WELLS FARGO BANK, NATIONAL
ASSOCIATION 
  
 Trustee 
  

  







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture
 Act
Section

	  	Indenture Section


	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	10.03
	       (b)(2)
	  	7.07
	       (c)
	  	7.06;12.02
	       (d)
	  	7.06
	 314(a)
	  	4.03;12.02
	       (b)
	  	10.02
	       (c)(1)
	  	12.04
	       (c)(2)
	  	12.04
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05,12.02
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.09
	       (b)
	  	2.04
	       318(a)
	  	12.01
	       (b)
	  	N.A.
	       (c)
	  	12.01

  
 N.A. means not applicable. 

 

	*	This Cross Reference Table is not part of the Indenture. 









 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE 1.
	DEFINITIONS AND INCORPORATION
	BY REFERENCE
			
	 Section 1.01.
	  	Definitions	  	2
	 Section 1.02.
	  	Other Definitions	  	20
	 Section 1.03.
	  	Incorporation by Reference of Trust Indenture Act	  	21
	 Section 1.04.
	  	Rules of Construction	  	21
	 Section 1.05.
	  	Conflicts with Base Indenture	  	22
	
	ARTICLE 2.
	THE NOTES
			
	 Section 2.01.
	  	Form and Dating	  	22
	 Section 2.02.
	  	Execution and Authentication	  	22
	 Section 2.03.
	  	Registrar and Paying Agent	  	23
	 Section 2.04.
	  	Paying Agent to Hold Money in Trust	  	23
	 Section 2.05.
	  	Holder Lists	  	24
	 Section 2.06.
	  	Transfer and Exchange	  	24
	 Section 2.07.
	  	Replacement Notes	  	27
	 Section 2.08.
	  	Outstanding Notes	  	27
	 Section 2.09.
	  	Treasury Notes	  	27
	 Section 2.10.
	  	Temporary Notes	  	27
	 Section 2.11.
	  	Cancellation	  	28
	 Section 2.12.
	  	Defaulted Interest	  	28
	 Section 2.13.
	  	CUSIP Numbers	  	28
	
	ARTICLE 3.
	REDEMPTION AND PREPAYMENT
			
	 Section 3.01.
	  	Notices to Trustee	  	28
	 Section 3.02.
	  	Selection of Notes to Be Redeemed	  	29
	 Section 3.03.
	  	Notice of Redemption	  	29
	 Section 3.04.
	  	Effect of Notice of Redemption	  	30
	 Section 3.05.
	  	Deposit of Redemption Price	  	30
	 Section 3.06.
	  	Notes Redeemed in Part	  	30
	 Section 3.07.
	  	Optional Redemption	  	30
	 Section 3.08.
	  	Mandatory Redemption	  	31
	 Section 3.09.
	  	Mandatory Disposition or Redemption Pursuant to Gaming Laws	  	31
	
	ARTICLE 4.
	COVENANTS
			
	 Section 4.01.
	  	Payment of Notes	  	31
	 Section 4.02.
	  	Maintenance of Office or Agency	  	32
	 Section 4.03.
	  	Reports	  	32
	 Section 4.04.
	  	Compliance Certificate	  	33
	 Section 4.05.
	  	Stay and Extension Laws	  	33
	 Section 4.06.
	  	Restricted Payments	  	33
	 Section 4.07.
	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	35
	 Section 4.08.
	  	Incurrence of Indebtedness	  	36

  

 i 








					
	 Section 4.09.
	  	Asset Sales; Event of Loss	  	38
	 Section 4.10.
	  	Transactions with Affiliates	  	40
	 Section 4.11.
	  	Liens	  	41
	 Section 4.12.
	  	Corporate Existence	  	41
	 Section 4.13.
	  	Offer to Repurchase Upon Change of Control	  	41
	 Section 4.14.
	  	Limitation on Status of Investment Company	  	42
	 Section 4.15.
	  	Payment for Consent	  	43
	 Section 4.16.
	  	Layered Indebtedness	  	43
	 Section 4.17.
	  	Certain Suspended Covenants	  	43
	
	ARTICLE 5.
	SUCCESSORS
			
	 Section 5.01.
	  	Merger, Consolidation and Sale of Assets	  	43
	 Section 5.02.
	  	Successor Corporation Substituted	  	44
	
	ARTICLE 6.
	DEFAULTS AND REMEDIES
			
	 Section 6.01.
	  	Events of Default	  	44
	 Section 6.02.
	  	Acceleration	  	46
	 Section 6.03.
	  	Other Remedies	  	46
	 Section 6.04.
	  	Waiver of Past Defaults	  	46
	 Section 6.05.
	  	Control by Majority	  	46
	 Section 6.06.
	  	Limitation on Suits	  	47
	 Section 6.07.
	  	Rights of Holders of Notes to Receive Payment	  	47
	 Section 6.08.
	  	Collection Suit by Trustee	  	47
	 Section 6.09.
	  	Trustee May File Proofs of Claim	  	47
	 Section 6.10.
	  	Priorities	  	48
	 Section 6.11.
	  	Undertaking for Costs	  	48
	
	ARTICLE 7.
	TRUSTEE
			
	 Section 7.01.
	  	Duties of Trustee	  	49
	 Section 7.02.
	  	Rights of Trustee	  	50
	 Section 7.03.
	  	Individual Rights of Trustee	  	50
	 Section 7.04.
	  	Trustee’s Disclaimer	  	50
	 Section 7.05.
	  	Notice of Defaults	  	50
	 Section 7.06.
	  	Reports by Trustee to Holders of the Notes	  	51
	 Section 7.07.
	  	Compensation and Indemnity	  	51
	 Section 7.08.
	  	Replacement of Trustee	  	52
	 Section 7.09.
	  	Successor Trustee by Merger, etc.	  	53
	 Section 7.10.
	  	Eligibility; Disqualification	  	53
	 Section 7.11.
	  	Preferential Collection of Claims Against Company	  	53
	
	ARTICLE 8.
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 Section 8.01.
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	53
	 Section 8.02.
	  	Legal Defeasance and Discharge	  	53
	 Section 8.03.
	  	Covenant Defeasance	  	54
	 Section 8.04.
	  	Conditions to Legal or Covenant Defeasance	  	54
	 Section 8.05.
	  	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	  	55

  

 ii 








					
	 Section 8.06.
	  	Repayment to Company	  	56
	 Section 8.07.
	  	Reinstatement	  	56
	
	ARTICLE 9.
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 Section 9.01.
	  	Without Consent of Holders of Notes	  	56
	 Section 9.02.
	  	With Consent of Holders of Notes	  	57
	 Section 9.03.
	  	Compliance with Trust Indenture Act	  	58
	 Section 9.04.
	  	Revocation and Effect of Consents	  	58
	 Section 9.05.
	  	Notation on or Exchange of Notes	  	59
	 Section 9.06.
	  	Trustee to Sign Amendments, etc.	  	59
	 Section 9.07.
	  	Reference in Notes to Supplemental Indentures	  	59
	
	ARTICLE 10.
	SUBORDINATION
	 Section 10.01.
	  	Agreement to Subordinate	  	59
	 Section 10.02.
	  	Liquidation, Dissolution and Bankruptcy	  	60
	 Section 10.03.
	  	Default on Senior Debt	  	60
	 Section 10.04.
	  	Acceleration of Payment of Notes	  	61
	 Section 10.05.
	  	When Distribution Must Be Paid Over	  	61
	 Section 10.06.
	  	Subrogation	  	61
	 Section 10.07.
	  	Relative Rights	  	61
	 Section 10.08.
	  	Subordination May Not Be Impaired by Company	  	61
	 Section 10.09.
	  	Rights of Trustee and Paying Agent	  	61
	 Section 10.10.
	  	Distribution or Notice to Representative	  	62
	 Section 10.11.
	  	Article Ten Not to Prevent Events of Default or Limit Right to Accelerate	  	62
	 Section 10.12.
	  	Trust Moneys Not Subordinated	  	62
	 Section 10.13.
	  	Trustee Entitled to Rely	  	62
	 Section 10.14.
	  	Trustee to Effectuate Subordination	  	62
	 Section 10.15.
	  	Trustee Not Fiduciary for Holders of Senior Debt	  	63
	 Section 10.16.
	  	Reliance by Holders of Senior Debt on Subordination Provisions	  	63
	 Section 10.17.
	  	Certain Payments	  	63
	
	ARTICLE 11.
	SATISFACTION AND DISCHARGE
	 Section 11.01.
	  	Satisfaction and Discharge	  	63
	 Section 11.02.
	  	Application of Trust Money	  	64
	
	ARTICLE 12.
	MISCELLANEOUS
	 Section 12.01.
	  	Trust Indenture Act Controls	  	64
	 Section 12.02.
	  	Notices	  	65
	 Section 12.03.
	  	Communication by Holders of Notes with Other Holders of Notes	  	65
	 Section 12.04.
	  	Certificate and Opinion as to Conditions Precedent	  	66
	 Section 12.05.
	  	Statements Required in Certificate or Opinion	  	66
	 Section 12.06.
	  	Rules by Trustee and Agents	  	66
	 Section 12.07.
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	66
	 Section 12.08.
	  	Governing Law	  	66
	 Section 12.09.
	  	No Adverse Interpretation of Other Agreements	  	67
	 Section 12.10.
	  	Successors	  	67
	 Section 12.11.
	  	Severability	  	67
	 Section 12.12.
	  	Counterpart Originals	  	67
	 Section 12.13.
	  	Table of Contents, Headings, etc.	  	67

  
 EXHIBITS 
  

			
	 Exhibit A
	  	FORM OF NOTE

  

 iii 







 FIRST SUPPLEMENTAL INDENTURE dated as of January 30, 2006, by and between Boyd Gaming Corporation, a
Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 
  
 THIS FIRST SUPPLEMENTAL INDENTURE CONTAINS ALL OF THE TERMS RELEVANT TO THE 7.125% SENIOR SUBORDINATED NOTES DUE 2016 OF BOYD GAMING CORPORATION. THE BASE
INDENTURE (AS DEFINED HEREIN), AS IT MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME, AS TO WHICH THIS FIRST SUPPLEMENTAL INDENTURE SUPPLEMENTS, NEED NOT BE REFERRED TO WITH RESPECT TO THE TERMS OF THE 7.125% SENIOR SUBORDINATED NOTES GOVERNED
HEREBY. 
  
 WHEREAS, the Company and the Trustee entered into an
indenture in respect of the issuance of Debt Securities (as defined below) by the Company, dated as of January 25, 2006 (the “Base Indenture”); 
  
 WHEREAS, Sections 2.01 and 9.01 of the Base Indenture provide, among other things, that the Company and the Trustee may
enter into a supplemental indenture to the Base Indenture for, among other things, the purpose of establishing the designation, form, terms and provisions of the Debt Securities; 
  
 WHEREAS, clause (l) of Section 9.01 of the Base Indenture provides that the Company and the Trustee may enter into
a supplemental indenture adding to, changing or eliminating any provision of the Base Indenture with respect to one or more series of Debt Securities; provided, that any such addition, change or elimination (i) shall neither
(A) apply to any Debt 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 Holder of any such Debt Security with respect to such
provision or (ii) shall become effective only when there is no Debt Security described in clause (i) Outstanding (as defined below); 
  
 WHEREAS, clause (j) of Section 9.01 of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to
establish the form and terms of Debt Securities of any series as permitted by Section 2.01 of the Base Indenture; 
  
 WHEREAS, at the time this supplemental indenture (the “First Supplemental Indenture”) is being executed and delivered there are no Debt
Securities that are Outstanding which are entitled to the benefit of such provision and as to which this First Supplemental Indenture would apply; 
  
 WHEREAS, the Company desires to establish and issue a new series of Debt Securities, the Company’s 7.125% Senior Subordinated Notes due 2016 (the
“Notes”), pursuant to the Base Indenture, as modified by this First Supplemental Indenture; and 
  
 WHEREAS, the Company desires to enter into this First Supplemental Indenture pursuant to Sections 2.01 and 9.01 of the Base Indenture (i) to
supplement the Base Indenture, (ii) to establish the form, terms and provisions of the Notes and (iii) to make deletions, modifications and additions to the Base Indenture with respect to (and only with respect to) the Notes as
contemplated by Sections 2.01 and 9.01 of the Base Indenture. 
  

 1 







 NOW, THEREFORE, in consideration of the foregoing, the parties hereto, for the benefit of each other and
for the equal and proportionate benefit of all Persons who hereafter become Holders of Notes, hereby enter into this First Supplemental Indenture which amends, modifies, supplements and restates in its entirety (except solely for the provisions of
the Base Indenture which authorize the creation of this First Supplemental Indenture) the Base Indenture with respect to (and only with respect to) the Notes, as follows: 
  
 ARTICLE 1. 
 DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
  


	Section 1.01.	    Definitions. 

  
 “Additional Assets” means: (i) any Property (other than cash, cash equivalents or securities) to be owned by the Company or a
Restricted Subsidiary and used in a Related Business, (ii) the costs of improving, restoring, replacing or developing any Property owned by the Company or a Restricted Subsidiary which is used in a Related Business or (iii) Investments in
any other Person engaged primarily in a Related Business (including the acquisition from third parties of Capital Stock of such Person) as a result of which such other Person becomes a Restricted Subsidiary in compliance with the procedure for
designation of Restricted Subsidiaries set forth in the definition of “Restricted Subsidiary” herein. 
  
 “Affiliate” means, with respect to any Person, a Person (i) which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such Person, (ii) which directly or indirectly through one or more intermediaries beneficially owns or holds 10% or more of any class of the Voting Stock of such Person (or a 10%
or greater equity interest in a Person which is not a corporation) or (iii) of which 10% or more of any class of the Voting Stock (or, in the case of a Person which is not a corporation, 10% or more of the equity interest) is beneficially owned
or held directly or indirectly through one or more intermediaries by such Person. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 
  
 “Agent” means any Registrar, Paying Agent or co-registrar. 
  
 “Applicable Premium” means, with respect to any Note on any redemption date, the greater of: 
  

	 	(i)	1.0% of the principal amount of the Note; or 

  

	 	(ii)	the excess of: 

  
 (a) the present value at such redemption date of (i) the redemption price of the Note at February 1, 2011, (such redemption
price being set forth in the Section 3.07) plus (ii) all required interest payments due on the Note through February 1, 2011, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal
to the Treasury Rate as of such redemption date plus 50 basis points; over 
  
 (b) the principal amount of the Note, if greater. 
  
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or
exchange. 
  
 “Asset Sale” means the sale,
conveyance, transfer, lease or other disposition, whether in a single transaction or a series of related transactions (including, without limitation, dispositions pursuant to Sale/ Leaseback Transactions or pursuant to the merger of the Company or
any of its Restricted Subsidiaries with or into any person other than the Company or one of its Restricted Subsidiaries), by the Company or one of its Restricted Subsidiaries to any Person other than the Company or one of its Restricted Subsidiaries
of: (i) any of the Capital Stock or other ownership interests of any Subsidiary of the 

  

 2 







 
Company or (ii) any other Property of the Company or any Property of its Restricted Subsidiaries, in each case not in the ordinary course of business of
the Company or such Restricted Subsidiary. Notwithstanding the foregoing, the following items will not be deemed to be Asset Sales: (a) any issuance or other such disposition of Capital Stock or other ownership interests of any Restricted
Subsidiary to the Company or another Restricted Subsidiary; (b) any such disposition of Property between or among the Company and its Restricted Subsidiaries; (c) the sale or other disposition of cash or Temporary Cash Investments;
(d) any exchange of like Property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, for use in a Related Business; (e) a Restricted Payment that is permitted by the covenant described in Section 4.06
hereof; and (f) the sale, conveyance, transfer, lease or other disposition of the Stardust or the Barbary Coast Gaming Facilities. 
  
 “Attributable Indebtedness” means Indebtedness deemed to be Incurred in respect of a Sale/ Leaseback Transaction and shall be, at the
date of determination, the present value (discounted at the actual rate of interest implicit in such transaction, compounded annually), of the total obligations of the lessee for rental payments during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has been extended). 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
  
 “Barbary Coast” means the Barbary Coast Hotel and Casino. 
  
 “Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized
to act on behalf of such Board. 
  
 “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, to be in full force and effect on the date of such certification and delivered
to the Trustee. 
  
 “Borgata Joint Venture” means
the joint venture pursuant to that certain Joint Venture Agreement dated as of May 29, 1996, by and between MAC, CORP., a wholly-owned subsidiary of Mirage Resorts, Incorporated, a Nevada corporation, and Grand K, Inc., a wholly-owned
subsidiary of the Company, which subsequently assigned its interest to Boyd Atlantic City, Inc., as such agreement is amended from time to time. 
  
 “Boyd Family” means William S. Boyd, any direct descendant or spouse of such person, or any direct descendant of such spouse, and any
trust or other estate in which each person who has a beneficial interest, directly or indirectly through one or more intermediaries, in Capital Stock of the Company is one of the foregoing persons. 
  
 “Broker-Dealer” has the meaning set forth in the
Registration Rights Agreement. 
  
 “Business Day”
means any day other than a Legal Holiday. 
  
 “Capital
Lease Obligations” means Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP and the amount of such Indebtedness shall be the capitalized amount
of such obligations determined in accordance with GAAP. For purposes of Section 4.11 hereof, Capital Lease Obligations shall be deemed secured by a Lien on the Property being leased. 
  

 3 







 “Capital Stock” means, with respect to any Person, any and all shares or other
equivalents (however designated) of corporate stock, partnership interests or any other participation, right, warrants, options or other interest in the nature of an equity interest in such Person, but excluding any debt security convertible or
exchangeable into such equity interest. 
  
 “Change of
Control” means the occurrence of any of the following: (i) the consummation of any transaction, the result of which any “person” or “group” (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act
or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders and
other than a Restricted Subsidiary, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all shares that any such person has the
right to acquire, whether such right is exercisable immediately or only after the passage of time) of 50% or more of the total voting power of all classes of the Voting Stock of the Company and/or warrants or options to acquire such Voting Stock,
calculated on a fully diluted basis; provided that for purposes of this clause (i), the members of the Boyd Family shall be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the “parent
corporation”) so long as the members of the Boyd Family beneficially own (as so defined), directly or indirectly through one or more intermediaries, in the aggregate 50% or more of the total voting power of the Voting Stock of the parent
corporation; (ii) the sale, lease, conveyance or other transfer of all or substantially all of the Property of the Company (other than to any Restricted Subsidiary); (iii) the approval of any plan of liquidation or dissolution of the
Company by the stockholders of the Company; (iv) the Company consolidates with or merges into another Person or any Person consolidates with or merges into the Company in any such event pursuant to a transaction in which the outstanding Voting
Stock of the Company is reclassified into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding Voting Stock of the Company is reclassified into or exchanged for Voting Stock of the
surviving corporation that is Capital Stock and (b) the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the surviving corporation
immediately after such transaction in substantially the same proportion as before the transaction; or (v) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together
with any new directors whose election or appointment by such board or whose nomination for election by the stockholders of the Company was approved by a vote of either (a) 66 2/3% of the directors then still in office who were either directors
at the beginning of such period or whose election or nomination for election was previously so approved, or (b) members of the Boyd Family who beneficially own (as defined for purposes of clause (i) above), directly or indirectly through
one or more intermediaries, in the aggregate 50% or more of the total voting power of the Voting Stock of the Company), cease for any reason to constitute a majority of the Board of Directors then in office. 
  
 “Change of Control Time” means the earlier of the public
announcement of (x) the occurrence of a Change of Control or (y) (if applicable) the intention of the Company to effect a Change of Control. 
  
 “Change of Control Triggering Event” means both a Change of Control and a Rating Decline with respect to the Securities; provided,
however, that a Change of Control Triggering Event shall not be deemed to have occurred if (i) at the Change of Control Time the Securities have Investment Grade Status and (ii) the Company effects defeasance of the Securities
pursuant to the provisions of Article 8 prior to a Rating Decline. 
  
 “Company” means Boyd Gaming Corporation, a Nevada corporation, and any and all successors thereto. 
  

 4 







 “Consolidated EBITDA” means, for any period, without duplication, the sum of:
(i) Consolidated Net Income; and (ii) to the extent Consolidated Net Income has been reduced thereby: (a) Consolidated Fixed Charges, (b) provisions for taxes based on income, (c) consolidated depreciation expense,
(d) consolidated amortization expense, (e) all preopening expenses paid or accrued, and (f) other noncash items reducing Consolidated Net Income; minus other noncash items increasing Consolidated Net Income, all as determined
on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP. 
  
 “Consolidated Fixed Charge Coverage Ratio” means the ratio of Consolidated EBITDA during the Reference Period to the aggregate amount of
Consolidated Fixed Charges during the Reference Period. 
  
 “Consolidated Fixed Charges” means, for any period, the total interest expense of the Company and its consolidated Subsidiaries (other than Unrestricted Subsidiaries) including (i) the interest component of Capital
Lease Obligations, (ii) one-third of the rental expense attributable to operating leases, (iii) amortization of Indebtedness discount and commissions, discounts and other similar fees and charges owed with respect to Indebtedness,
(iv) noncash interest payments, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (vi) net costs pursuant to Interest Rate Agreements,
(vii) dividends on all Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Restricted Subsidiary, (viii) interest attributable to the Indebtedness of any other Person for which the Company or any
Restricted Subsidiary is responsible or liable as obligor, guarantor or otherwise and (ix) any dividend or distribution, whether in cash, property or securities, on Disqualified Stock of the Company. 
  
 “Consolidated Net Income” means for any period, the net
income (loss) of the Company and its Subsidiaries determined in accordance with GAAP; provided, however, that the following items shall be excluded from the computation of Consolidated Net Income (i) any net income (loss) of any
Person if such Person is not a Restricted Subsidiary, except that, subject to the limitations contained in clause (iv) below, (a) the net income (or, if applicable, the Company’s equity in the net income) of any such Person for such
period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of
a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (iii) below) and (b) the Company’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period
shall be included in determining such Consolidated Net Income; (ii) any net income (loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;
(iii) any net income (loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to
the Company, except that: (a) subject to the limitations contained in clause (iv) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to
the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the
limitation contained in this clause) and (b) the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income; (iv) any gain or loss realized upon the
sale or other disposition of any Property of the Company or its consolidated Subsidiaries (including pursuant to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss
realized upon the sale or other disposition of any Capital Stock of any Person; (v) items classified as extraordinary or any non-cash item classified as nonrecurring; and (vi) the cumulative effect of a change in accounting principles.

  

 5 







 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified
in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company. 
  
 “Credit Facility” means the senior secured credit facility outstanding on the Issue Date, as amended from time to time, among the
Company, certain Subsidiaries and a syndicate of banks, and any extensions, revisions, refinancings or replacements thereof by an institutional lender or syndicate of institutional lenders. 
  
 “Currency Exchange Protection Agreement” means, in respect
of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates. 
  
 “Custodian” means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto. 
  
 “Debt Securities” means “Notes,” as such term is defined in the Base Indenture. 
  
 “Debt Security” means one or more Debt Securities. 
  
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of
Default. 
  
 “Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 
  
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 
  
 “Designated Senior Debt” means (i) indebtedness under or in respect of the Credit Facility and (ii) any Senior Debt of the
Company which, at the date of determination, has an aggregate principal amount outstanding of, or under which at the date of determination the holders thereof are committed to lend up to, at least $100.0 million and is specifically designated by the
Company in the instrument evidencing or governing such Senior Debt as “Designated Senior Debt.” 
  
 “Development Services” means, with respect to any Qualified Facility, the provision (through retained professionals or otherwise) of
development, design or construction services with respect to such Qualified Facility. 
  
 “Disqualified Stock” of a Person means any Capital Stock of such Person (i) that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or
otherwise, (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or (c) is convertible
or exchangeable or exercisable for Indebtedness and (ii) as to which the maturity, mandatory redemption, conversion or exchange or redemption at the option of the holder thereof occurs, or may occur, in the case of each of clauses (i) or
(ii) on or prior to the first anniversary of the Stated Maturity of the Notes; provided, however, that such Capital Stock of the Company or any of its Subsidiaries shall not constitute Disqualified Stock if it is redeemable prior
to the first anniversary of the Stated Maturity of the 

  

 6 







 
Notes only if (a) the holder or a beneficial owner of such Capital Stock is required to qualify under the Gaming Laws and does not so qualify, or
(b) the Board of Directors determines in its reasonable, good faith judgment, as evidenced by a Board Resolution, that as a result of a holder or beneficial owner owning such Capital Stock, the Company or any of its Subsidiaries has lost or may
lose any Gaming License, which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Company and its Subsidiaries, taken as a whole, or would restrict the ability of the Company or any of its
Subsidiaries to conduct business in any gaming jurisdiction. 
  
 “Event of Loss” means, with respect to any Property, any loss, destruction or damage of such Property, or any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or
confiscation or requisition of the use of such Property. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Existing Indenture” means the Indenture dated as of December 30, 2002 between the Company and Wells Fargo Bank, National
Association, as trustee, relating to the 7.75% Senior Subordinated Notes due 2012, as in effect on the Issue Date. 
  
 “Fair Market Value” means with respect to any Property, the price which could be negotiated in an arm’s-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value will be determined, except as otherwise provided (i) if such Property has
a Fair Market Value of less than $25.0 million, by any Officer of the Company or (ii) if such Property has a Fair Market Value in excess of $25.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within
30 days of the relevant transaction, delivered to the Trustee. 
  
 “GAAP” means generally accepted accounting principles of the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this
Indenture. 
  
 “Gaming Authority” means any of
the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Louisiana Gaming Control Board, the Mississippi Gaming Commission, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Illinois Gaming
Board, the Indiana Gaming Commission and any other agency (including, without limitation, any agency established by a federally-recognized Indian tribe to regulate gaming on such tribe’s reservation) which has, or may at any time after the date
of this Indenture have, jurisdiction over the gaming activities of the Company or any of its Subsidiaries or any successor to such authority. 
  
 “Gaming Facility” means any gaming or pari-mutuel wagering establishment and other property or assets directly ancillary thereto or used
in connection therewith, including any building, restaurant, hotel, theater, parking facilities, retail shops, land, golf courses and other recreation and entertainment facilities, vessel, barge, ship and equipment or 100% of the equity interest of
a Person the primary business of which is ownership and operation of any of the foregoing. 
  
 “Gaming Laws” means the gaming laws of a jurisdiction or jurisdictions to which the Company or any of its Subsidiaries is, or may at any time after the date of this Indenture be, subject. 

 
 “Gaming License” means any license, permit, franchise or
other authorization from any governmental authority required on the date of this Indenture or at any time thereafter to own, lease, 

  

 7 







 
operate or otherwise conduct the gaming business of the Company and its Subsidiaries, including all licenses granted under Gaming Laws and other Legal
Requirements. 
  
 “Global Note Legend” means the
legend set forth in Section 2.06(f), which is required to be placed on all Global Notes issued under this Indenture. 
  
 “Global Notes” means, individually and collectively, each of the Global Notes, substantially in the form of Exhibit A hereto
issued in accordance with Section 2.01, 2.06(b)(ii), 2.06(d) or 2.06(f) hereof. 
  
 “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or
otherwise, of such first Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation
of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include (a) endorsements for collection or deposit in the
ordinary course of business; or (b) any obligation in the nature of a completion guaranty which is limited solely to an obligation to complete the development, construction or opening of any new Gaming Facility entered into on behalf of any
Person in which a Qualified Investment has been made by the Company or any Restricted Subsidiary. The term “Guarantee” used as a verb has a corresponding meaning. 
  
 “Holder” means a Person in whose name a Note is registered. 
  
 “Incur” means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Indebtedness or obligation on the consolidated balance sheet of such Person including by merger or operation of law (and “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings
correlative to the foregoing). The accretion of principal of a noninterest bearing or other discount security shall not be deemed the Incurrence of Indebtedness so long the amount thereof is included in the computation of “Consolidated Fixed
Charges” for all purposes under this Indenture. 
  
 “Indebtedness” means (without duplication), with respect to any Person, any indebtedness, secured or unsecured, contingent or otherwise, which is for borrowed money (whether or not the recourse of the lender is to the whole
of the Property of such Person or only to a portion thereof), or the principal amount of such indebtedness evidenced by bonds, notes, debentures or similar instruments or representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute customer advance payments and deposits, accounts payable or trade payables, and other accrued liabilities arising in the ordinary course of business) if and to the extent any of the foregoing
indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, and shall also include, to the extent not otherwise included (i) any Capital Lease Obligations; (ii) Indebtedness of other
Persons secured by a Lien to which the Property owned or held by such Person is subject, whether or not the obligation or obligations secured thereby shall have been assumed (the amount of such Indebtedness being deemed to be the lesser of the value
of such Property or the amount of the Indebtedness so secured); (iii) Guarantees of Indebtedness of other Persons; (iv) any Disqualified Stock; (v) any Attributable Indebtedness; (vi) all obligations of such Person in respect of
letters of credit, bankers’ acceptances or other similar instruments or credit transactions issued for the account of such Person (including reimbursement obligations with respect thereto), other than obligations with respect to letters of
credit securing obligations (other than obligations described in this definition) entered into in the 

  

 8 







 
ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit; (vii) in the case of the Company, Preferred Stock of its Restricted Subsidiaries; and
(viii) obligations pursuant to any Interest Rate Agreement or Currency Exchange Protection Agreement. 
  
 Notwithstanding the foregoing, Indebtedness shall not include any interest or accrued interest until due and payable. For purposes of this definition, the
maximum fixed repurchase price of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or
Preferred Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture; provided, however, that if such Disqualified Stock or Preferred Stock is not then permitted to be
repurchased, the repurchase price shall be the book value of such Disqualified Stock or Preferred Stock. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described
above and the maximum liability of any other obligations described in clauses (i) through (viii) above in respect thereof at such date. 
  
 “Indenture” means the Base Indenture, as supplemented by this First Supplemental Indenture, in each case, as amended or supplemented from
time to time. 
  
 “Independent Advisor” means, an
investment banking firm of national standing with non-investment grade debt underwriting experience or any third party appraiser of national standing; provided, however, that such firm or appraiser is not an Affiliate of the Company.

  
 “Indirect Participant” means a Person who
holds a beneficial interest in a Global Note through a Participant. 
  
 “Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement. 
  
 “Investment” by any Person means any direct or indirect
loan, advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others), in connection with the performance of obligations
under any completion guaranty or otherwise, to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Indebtedness issued by, any other Person,
including the designation by the Board of Directors of a Person to be an Unrestricted Subsidiary. The amount of any Investment shall be the original cost of such Investment, plus the cost of all additions thereto, and minus the amount of any portion
of such Investment repaid to the Person making such Investment in cash as a repayment of principal or a return of capital, as the case may be, but without any other adjustments for increases or decreases in value, write-ups, write-downs or
write-offs with respect to such Investment. In determining the amount of any Investment in respect of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment. 
  
 “Investment Grade Rating” means a rating equal to or higher
than Baa3 (or the equivalent) by Moody’s (or any successor to the rating agency business thereof) and BBB- (or the equivalent) by S&P (or any successor to the rating agency business thereof). 
  
 “Investment Grade Status” means any time at which the
ratings of the Notes by each of Moody’s (or any successor to the rating agency business thereof) and S&P (or any successor to the rating agency business thereof) are Investment Grade Ratings. 
  

 9 







 “Issue Date” means the date on which the Notes are initially issued. 
  
 “Legal Holiday” means a Saturday, a Sunday or a day on which
banking institutions in the Cities of New York and Los Angeles or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 
  
 “Legal Requirements” means all laws, statutes and ordinances and all rules, orders, rulings, regulations, directives, decrees,
injunctions and requirements of all governmental authorities, that are now or may hereafter be in existence, and that may be applicable to the Company or any Subsidiary or Affiliate thereof or the Trustee (including building codes, zoning and
environmental laws, regulations and ordinances and Gaming Laws), as modified by any variances, special use permits, waivers, exceptions or other exemptions which may from time to time be applicable. 
  
 “Lien” means with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority, or other
security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic
effect as any of the foregoing). Any Sale/Leaseback Transaction shall be deemed to constitute a Lien on the Property which is the subject of such Sale/Leaseback Transaction securing the Attributable Indebtedness represented thereby. 
  
 “Moody’s” means Moody’s Investors Service, Inc.

  
 “Net Cash Proceeds” with respect to any
issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other
fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. 
  
 “Net Proceeds” from any Asset Sale or Event of Loss by any Person or its Restricted Subsidiaries means cash and cash equivalents received
in respect of the Property sold or with respect to which an Event of Loss occurred, net of (i) all reasonable out-of-pocket expenses of such Person or such Restricted Subsidiary Incurred in connection with an Asset Sale of such type, including,
without limitation, all legal, title and recording tax expenses, commissions and fees and expenses incurred (but excluding any finder’s fee or broker’s fee payable to any Affiliate of such Person) and all Federal, state, provincial,
foreign and local taxes arising in connection with such Asset Sale or Event of Loss that are paid or required to be accrued as a liability under GAAP by such Person or its Restricted Subsidiaries, (ii) all payments made by such Person or its
Restricted Subsidiaries on any Indebtedness which is secured by such Property in accordance with the terms of any Lien upon or with respect to such Property or which must, by the terms of such Lien, or in order to obtain a necessary consent to such
Asset Sale or by applicable law, be repaid out of the proceeds from such Asset Sale or Event of Loss, and (iii) all contractually required distributions and other payments made to minority interest holders (but excluding distributions and
payments to Affiliates of such Person) in Restricted Subsidiaries of such Person as a result of such Asset Sale or Event of Loss; provided, however, that, in the event that any consideration for an Asset Sale (which would otherwise
constitute Net Proceeds) is required to be held in escrow pending determination of whether a purchase price adjustment will be made, such consideration (or any portion thereof) shall become Net Proceeds only at such time as it is released to such
Person or its Restricted Subsidiaries from escrow; and provided, further, that any noncash consideration received in connection with an Asset Sale or Event of 

  

 10 







 
Loss which is subsequently converted to cash shall be deemed to be Net Proceeds at and from the time of such conversion. 
  
 “Non-Recourse Indebtedness” means Indebtedness of a Person
to the extent that under the terms thereof or pursuant to applicable law: (i) no personal recourse shall be had against such Person for the payment of the principal of or interest or premium, if any, on such Indebtedness, and
(ii) enforcement of obligations on such Indebtedness is limited only to recourse against interests in Property purchased with the proceeds of the Incurrence of such Indebtedness and as to which neither the Company nor any of its Restricted
Subsidiaries provides any credit support or is liable. 
  
 “Notes” has the meaning assigned to it in the penultimate Recital to this Indenture. 
  
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness. 
  
 “Officer” means the Chief Executive Officer, President, Treasurer, any Executive Vice President, Senior Vice President or any Vice President of the Company. 
  
 “Officers’ Certificate” means a certificate signed by two Officers at least one of whom shall be the
principal executive officer, principal accounting officer or principal financial officer of the Company. 
  
 “Opinion of Counsel” means a written opinion from legal counsel that meets the requirements of Section 12.05 hereof. The counsel may
be an employee of or counsel to the Company. 
  
 “Outstanding” when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: 
  
 (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation; 
  
 (ii) Notes for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
  
 (iii) Notes as to which defeasance has been effected pursuant to
Section 8.02 or 8.03; and 
  
 (iv) Notes which have been paid
pursuant to Section 2.07 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Company; 
  
 provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Note which shall be deemed to be Outstanding shall be the amount of the principal thereof
which would be due and payable as of such date upon acceleration of the maturity thereof to such date pursuant to Section 6.02, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Note is not determinable, the
principal amount of such Note which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 2.01, of the principal amount of such Note (or, in the case of a Note described in clause
(A) or (B) above, of the amount determined as 

  

 11 







 
provided in such clause), and (D) Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes
which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor. 
  
 “Participant” means, with respect to the Depositary, a
Person who has an account with the Depositary. 
  
 “Permitted FF&E Financing” means Indebtedness of the Company or any of its Restricted Subsidiaries that is Incurred to finance the acquisition or lease after the date of this Indenture of newly acquired or leased
furniture, fixtures or equipment (“FF&E”) used directly in the operation of a Gaming Facility owned or leased by the Company or its Restricted Subsidiaries and secured by a Lien on such FF&E in an amount not to exceed 100%
of the cost of the FF&E so purchased or leased. 
  
 “Permitted Holders” means the Boyd Family and any group (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) comprised solely of members of the Boyd Family. 
  
 “Permitted Investment” means an Investment by the Company or
any Restricted Subsidiary in: 
  
 (i) a Restricted Subsidiary or
a Person which will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business; 
  
 (ii) another Person if as a result of such Investment such other Person is
merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business; 

 
 (iii) Temporary Cash Investments; 
  
 (iv) receivables owing to the Company or any Restricted Subsidiary, if
created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any
such Restricted Subsidiary deems reasonable under the circumstances; 
  
 (v) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; 
  
 (vi) loans or advances to employees made in the ordinary course of business
consistent with past practices of the Company or such Restricted Subsidiary, as the case may be; 
  
 (vii) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any
Restricted Subsidiary or in satisfaction of judgments; 
  

 12 







 (viii) securities received pursuant to clause (ii) of Section 4.09(a) hereof; and 

 
 (ix) payments with respect to a Guarantee or other extension of credit
that qualified as a Qualified Investment at the time of the Guarantee or extension of credit was made, unless such Guarantee or extension of credit no longer qualifies as a Qualified Investment due to a failure to satisfy the requirements of clause
(ii) of the definition of “Qualified Investment.” 
  
 “Permitted Liens” means: 
  
 (i) Liens
for taxes, assessments or governmental charges or levies on the Property of the Company if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings;

  
 (ii) Liens imposed by law, such as carriers’,
warehousemen’s and mechanics’ Liens and other similar Liens on the Property of the Company which secure payment of obligations arising in the ordinary course of business; 
  
 (iii) Liens on the Property of the Company in favor of issuers of performance bonds and surety bonds obtained in the
ordinary course of business; 
  
 (iv) other Liens on the Property
of the Company incidental to the conduct of its business or the ownership of its Properties which were not created in connection with the Incurrence of Indebtedness or the obtaining of advances or credit and which do not in the aggregate materially
detract from the value of its Properties or materially impair the use thereof in the operation of its business; 
  
 (v) pledges or deposits by the Company under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits
in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Restricted
Subsidiary, or deposits for the payment of rent, in each case Incurred in the ordinary course of business; 
  
 (vi) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with
respect to properties of a similar character and do not materially detract from the value of such Property; 
  
 (vii) Liens securing obligations to the Trustee pursuant to the compensation and indemnity provisions of this Indenture; 
  
 (viii) Liens (including extensions and renewals thereof) upon real or
tangible personal property acquired by that Person after the date of the indenture; provided that (a) any such Lien is created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, all
costs (including the cost of construction, installation or improvement) of the item of Property subject thereto, (b) the principal amount of the Indebtedness secured by that Lien does not exceed 100% of that cost, (c) that Lien does not
extend to or cover any other Property other than that item of Property and any improvements on that item, and (d) the incurrence of that Indebtedness is permitted by Section 4.08; 
  
 (ix) Liens upon specific items of inventory or other goods and proceeds of
that Person securing that Person’s obligations in respect of bankers’ acceptances issued or created for the account of that Person in the ordinary course of business to facilitate the purchase, shipment or storage of that inventory or
other goods; 
  

 13 







 (x) Liens securing reimbursement obligations with respect to commercial letters of credit issued for the
account of that Person which encumber documents and other Property relating to those commercial letters of credit and the products and proceeds thereof; 
  
 (xi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods by that Person; 
  
 (xii) licenses, leases or subleases
granted to others not interfering in any material adverse respect with the business of that Person or any of its Subsidiaries; 
  
 (xiii) Liens encumbering Property or assets of that Person under construction arising from progress or partial payments by a customer of that Person or
one of its Subsidiaries relating to that Property or assets; 
  
 (xiv) Liens encumbering customary initial deposits and margin accounts, and other Liens incurred in the ordinary course of business and which are within the general parameters customary in the gaming industry, in each case, securing
Interest Rate Agreements or Currency Exchange Protection Agreements; 
  
 (xv) Liens encumbering deposits made to secure obligations arising from statutory or regulatory requirements of that Person or its Subsidiaries; 
  
 (xvi) any interest or title of a lessor in the Property subject to any Capitalized Lease Obligation or operating lease which, in each case, is permitted
under the Indenture; 
  
 (xvii) purchase money liens securing
payables arising from the purchase by that Person or any of its Subsidiaries of any equipment or goods in the ordinary course of business, provided that these payables do not constitute Indebtedness; 
  
 (xviii) Liens arising out of consignment or similar arrangements for the sale
of goods entered into by that Person or any of its Subsidiaries in the ordinary course of business; 
  
 (xix) Liens for judgments or orders not giving rise to a Default or Event of Default; 
  
 (xx) Liens on property acquired by Boyd Gaming or any Restricted Subsidiary (including an indirect acquisition of property
by way of a merger of a Person with or into Boyd Gaming or any Restricted Subsidiary or the acquisition of a Person), provided that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation, and were not
created in connection therewith or in anticipation thereof, and provided, further, that such Liens do not extend to any additional property or assets of Boyd Gaming or any Restricted Subsidiary; 
  
 (xxi) Liens securing Permitted Refinancing Indebtedness secured by a Lien
permitted by any of the foregoing clauses (i) through (xx); provided that such Liens do not extend to any additional property or assets of Boyd Gaming or any Restricted Subsidiary not securing such refinanced Indebtedness; and

  
 (xxii) Liens not specified in the foregoing and not otherwise
permitted by Section 4.11, provided that the aggregate Indebtedness secured by the Liens under this clause (xxii) will not exceed $10.0 million at any time. 
  

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 “Permitted Refinancing Indebtedness” means any renewals, extensions, substitutions,
refinancings or replacements of any Indebtedness, including any successive extensions, renewals, substitutions, refinancings or replacements (and including refinancings by the Company of Indebtedness of a Restricted Subsidiary) so long as:
(i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, extended, substituted, refinanced or
replaced (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith), (ii) the average life and Stated Maturity is not shortened, and (iii) the new
Indebtedness shall not be senior in right of payment to the Indebtedness that is being extended, renewed, substituted, refinanced or replaced; provided, however, that Permitted Refinancing Indebtedness shall not include:
(a) Indebtedness of a Subsidiary that refinances Indebtedness of the Company or another Subsidiary or (b) Indebtedness of the Company that refinances the Indebtedness of an Unrestricted Subsidiary. 
  
 “Person” means any individual, corporation, company
(including limited liability company), partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. 
  
 “Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder
thereof to a preference with respect to dividends, distributions or liquidation proceeds of such Person over the holders of other Capital Stock issued by such Person. 
  
 “Property” means, with respect to any Person, any interest of such Person in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible, including, without limitation, Capital Stock in any other Person (but excluding Capital Stock or other securities issued by such first Person). 
  
 “Public Equity Offering” means an underwritten public
offering of Capital Stock of the Company pursuant to an effective registration statement under the Securities Act. 
  
 “Qualified Investment” means an Investment by the Company or any of its Restricted Subsidiaries in any Person primarily engaged or
preparing to engage in a Related Business; provided that: 
  
 (i) the primary purpose for which such Investment was made was to finance or otherwise facilitate the development, construction or acquisition of a facility (a “Qualified Facility”) that (a) is located in a
jurisdiction in which the conduct of gaming using electronic gaming devices is permitted pursuant to applicable law and (b) conducts or, following such development, construction or acquisition, will conduct gaming utilizing electronic gaming
devices or is related to, ancillary or supportive of, connected with or arising out of such gaming business; 
  
 (ii) the Company and any of its Restricted Subsidiaries at the time of the Investment (a) own in the aggregate at least 35% of the outstanding Voting
Stock of such Person or (b) (1) control the day-to-day gaming operation of such Person pursuant to a written agreement and (2) provide or have provided Development Services with respect to the applicable Qualified Facility; and

  
 (iii) none of the Permitted Holders or any Affiliate of such
Persons, other than the Company or any of its Subsidiaries, is a direct or indirect obligor, contingently or otherwise, of any Indebtedness of such Person or a direct or indirect holder of any Capital Stock of such Person, other than through their
respective ownership interests in the Company. 
  

 15 







 “Qualified Non-Recourse Debt” means Indebtedness: 
  
 (i) as to which neither the Company nor any of its Restricted Subsidiaries
(a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), or (b) is directly or indirectly liable as a guarantor or otherwise; provided, however, that the
provision by the Company of a completion guaranty or the making of payments with respect thereto, in each case, to the extent permitted under Section 4.06 hereof shall not prevent any Indebtedness from constituting Qualified Non-Recourse Debt;

  
 (ii) no default with respect to which (including any rights
that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and 
  
 (iii) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries. 
  
 “Rating Agencies”
means S&P and Moody’s or any successor to the respective rating agency businesses thereof. 
  
 “Rating Decline” shall have occurred if at any date within 90 calendar days after the date of public disclosure of the occurrence of a
Change of Control (which period will be extended for so long as the Company’s debt ratings are under publicly announced review for possible downgrading (or without an indication of the direction of a possible ratings change) by either
Moody’s or S&P or their respective successors) the Notes no longer have Investment Grade Status. 
  
 “Reference Period” means the period of four consecutive fiscal quarters ending with the last full fiscal quarter immediately preceding
the date of a proposed Incurrence, Restricted Payment or other transaction for which financial statements are available. 
  
 “Related Business” means the business conducted (or proposed to be conducted) by the Company and its Subsidiaries in connection with any
Gaming Facility and any and all reasonably related businesses necessary for, in support, furtherance or anticipation of and/or ancillary to or in preparation for, such business including, without limitation, the development, expansion or operation
of any Gaming Facility (including any land-based, dockside, riverboat or other type of casino), owned, or to be owned, leased or managed by the Company or one of its Subsidiaries. 
  
 “Related Person” means any legal or beneficial owner of 5% or more of any class of Capital Stock of the
Company or any of its Subsidiaries. 
  
 “Representative” means any trustee, agent or representative (if any) for an issue of Senior Debt of the Company. 
  
 “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 
  

 16 







 “Restricted Payment” means: 
  
 (i) any dividend or distribution (whether made in cash, property or
securities) declared or paid on or with respect to any shares of Capital Stock of the Company or to the Company’s stockholders except for such dividends or distributions payable solely in Capital Stock of the Company (other than Disqualified
Stock of the Company); 
  
 (ii) a payment made by the Company or
any Restricted Subsidiary (other than to the Company or a Restricted Subsidiary) to purchase, redeem, acquire or retire any Capital Stock of the Company or Capital Stock of any Affiliate of the Company or any warrants, rights or options, to directly
or indirectly purchase or acquire any such Capital Stock or any securities exchangeable for or convertible into any such Capital Stock; 
  
 (iii) a payment made by the Company or any Restricted Subsidiary to redeem, repurchase, defease or otherwise acquire or retire for value, prior to any
scheduled maturity, scheduled sinking fund or mandatory redemption payment (other than the purchase, repurchase, or other acquisition of any Indebtedness subordinate in right of payment to the Notes purchased in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition), Indebtedness of the Company which is subordinate (whether pursuant to its terms or by operation of law) in right of payment to
the Notes; 
  
 (iv) any Investment (other than a Permitted
Investment) in any Person; or 
  
 (v) any “Restricted
Payment” as defined in the Existing Indenture that was made after March 31, 1997 and prior to the Issue Date, including Investments in excess of $100 million in the Borgata Joint Venture. 
  
 “Restricted Subsidiary” means any Subsidiary of the Company
that (i) has not been designated by the Board of Directors of the Company as an Unrestricted Subsidiary, or (ii) was an Unrestricted Subsidiary but has been redesignated by the Board of Directors of the Company as a Restricted Subsidiary,
in each case as provided under the definition of Unrestricted Subsidiary; provided, however, that no Subsidiary shall become a Restricted Subsidiary unless, immediately after giving pro forma effect to such designation, the Company
would be able to incur at least $1.00 of additional Indebtedness pursuant to Section 4.08(a) hereof. 
  
 “Sale/Leaseback Transaction” means, with respect to any Person, any direct or indirect arrangement pursuant to which Property is sold or
transferred by such Person or a Restricted Subsidiary of such Person and is thereafter leased back from the purchaser or transferee thereof by such Person or one of its Restricted Subsidiaries. 
  
 “S&P” means Standard & Poor’s Ratings
Group, a division of the McGraw-Hill Companies, Inc. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Senior Debt” means: 
  
 (i) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization relating to the Company to the extent post-filing interest is allowed in such proceeding) in 

  

 17 







 
respect of (a) Indebtedness of the Company for borrowed money and (b) Indebtedness of the Company evidenced by notes, debentures, bonds or other
similar instruments permitted under this Indenture for the payment of which the Company is responsible or liable; 
  
 (ii) all Capital Lease Obligations of the Company; 
  
 (iii) all obligations of the Company (a) for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit
transaction, (b) under any Interest Rate Agreement or Currency Exchange Protection Agreement or (c) issued or assumed as the deferred purchase price of Property and all conditional sale obligations of the Company and all obligations under
any title retention agreement permitted under this Indenture; 
  
 (iv) with respect to any Notes that are subordinated indebtedness (rather than senior subordinated indebtedness), all senior subordinated indebtedness of the Company; and 
  
 (v) all obligations of other Persons of the type referred to in clauses (i) and (ii) for the payment of which the
Company is responsible or liable as guarantor; provided, however, that Senior Debt does not include: 
  
 (a) Indebtedness of the Company that is by its terms subordinate or pari passu in right of payment to the Notes, including any
Senior Subordinated Debt or any Subordinated Obligations; 
  
 (b) any Indebtedness Incurred in violation of the provisions of this Indenture; 
  
 (c) accounts payable or any other obligations of the Company to trade creditors created or assumed by the Company in the ordinary course
of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities); 
  
 (d) any liability for federal, state, local or other taxes owed or owing by the Company; 
  
 (e) any obligation of the Company to any Subsidiary; or

  
 (f) any obligations with respect to any
Capital Stock. 
  
 Notwithstanding the foregoing, Senior Debt
shall not include any indebtedness that by its terms ranks pari passu with the Notes or subordinate to the Notes. 
  
 “Senior Subordinated Debt” means the Notes, and any other subordinated Indebtedness of the Company that specifically provides that such
Indebtedness is to rank pari passu with the Notes and is not subordinated to any other subordinated Indebtedness or other obligation of the Company which is not Senior Debt. 
  
 “Stardust” means the Stardust Resort and Casino. 
  
 “Stated Maturity” means, with respect to any security, the
date specified in such security as the fixed date on which a payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such 

  

 18 







 
security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

  
 “Subordinated Obligation” means any
Indebtedness (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes pursuant to a written agreement to that effect. 
  
 “Subsidiary” of any Person means any corporation, association, partnership, limited liability company or
other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

  
 “TIA” means the Trust Indenture Act of 1939
(15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA. 
  
 “Temporary Cash Investments” means any of the following: 
  
 (i) Investments in U.S. Government Obligations maturing within 90 days of the date of acquisition thereof, 
  
 (ii) Investments in time deposit accounts, certificates of deposit and money
market deposits maturing within 90 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America or any state thereof having capital, surplus and undivided profits
aggregating in excess of $500,000,000 and whose long-term debt is rated “A-3” or higher, “A—” or higher or “A—” or higher according to Moody’s, S&P or Fitch Credit Rating Co. (or such similar
equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), respectively, 
  
 (iii) repurchase obligations with a term of not more than seven days for underlying securities of the types described in
clause (i) above entered into with a bank meeting the qualifications described in clause (ii) above, 
  
 (iv) Investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than the Company or an
Affiliate of the Company) organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s, “A-1” (or
higher) according to S&P or “A-1” (or higher) according to Fitch Credit Rating Co. (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the
Securities Act)), and 
  
 (v) investments in money market funds
substantially all of whose assets comprise securities of the types described in clauses (i) through (iv) above. 
  
 “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 1, 2011; provided, however, that if the period from the redemption date to 

  

 19 







 
February 1, 2011, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used. 
  
 “Trustee” means the
party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
  
 “Unrestricted Subsidiary” means (i) any Subsidiary of the Company which at the time of determination
shall be an Unrestricted Subsidiary (as designated by the Board of Directors) and (ii) any Subsidiary of an Unrestricted Subsidiary. 
  
 The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary (unless such Subsidiary owns any Capital Stock of or owns or holds any Lien on any Property of the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated); provided, that such
Subsidiary has no Indebtedness other than Qualified Non-Recourse Debt and (a) the Subsidiary to be so designated has total assets of $1,000 or less, or (b) such designation is effective immediately upon such entity becoming a Subsidiary of
the Company. 
  
 Subject to clause (ii) above, the Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving pro forma effect to such redesignation, the Company would be able to incur at least $1.00 of additional Indebtedness
pursuant to Section 4.08(a) hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirement with respect to Qualified Non-Recourse Debt, it shall thereafter cease to be an Unrestricted Subsidiary for purposes
of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.08
hereof, the Company shall be in Default of such covenant). 
  
 Any
such designation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying (i) that such designation
complies with the foregoing provisions and (ii) giving the effective date of such designation, such filing with the Trustee to occur within 75 days after the end of the fiscal quarter of the Company in which such designation is made (or, in the
case of a designation made during the last fiscal quarter of the fiscal year, within 120 days after the end of such fiscal year). 
  
 “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United
States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option. 
  
 “Voting Stock” means securities of any class or classes of a
Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for corporate directors (or Persons performing equivalent functions). 
  

	Section 1.02.	    Other Definitions. 

  

			
	 Term

	  	Defined in
Section


	 “Affiliate Transaction”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.13

  

 20 








			
	 Term

	  	Defined in
Section


	 “Change of Control Payment”
	  	4.13
	 “Change of Control Payment Date”
	  	4.13
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Paying Agent”
	  	2.03
	 “Payment Blockage Notice”
	  	10.03
	 “Payment Blockage Period”
	  	10.03
	 “pay the Notes”
	  	10.03
	 “Prepayment Offer”
	  	4.09
	 “Redemption Date”
	  	3.07
	 “Registrar”
	  	2.03
	 “Successor”
	  	5.01
	 “Suspended Covenants”
	  	4.17

  

	Section 1.03.	    Incorporation by Reference of Trust Indenture Act. 

  
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of
this Indenture. 
  
 The following TIA terms used in this Indenture
have the following meanings: 
  
 “indenture
securities” means the Notes; 
  
 “indenture
security holder” means a Holder of a Note; 
  
 “indenture to be qualified” means this Indenture; 
  
 “indenture trustee” or “institutional trustee” means the Trustee; and 
  
 “obligor” on the Notes means the Company and any successor obligor upon the Notes. 
  
 All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  

	Section 1.04.	    Rules of Construction. 

  
 Unless the context otherwise requires: 
  
 (a) a term has the meaning assigned to it; 
  
 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (c) “or” is not exclusive; 
  
 (d) words in the singular include the plural, and in the plural include the
singular; 
  

 21 







 (e) provisions apply to successive events and transactions; 
  
 (f) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time; and 
  
 (g) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness. 
  

	Section 1.05.	    Conflicts with Base Indenture. 

  
 In the event that any provision of this Indenture limits, qualifies or conflicts with a provision of the Base Indenture, such provision of this Indenture
shall control. 
  
 ARTICLE 2. 
 THE NOTES 
  

	Section 2.01.	    Form and Dating. 

  
 (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The
Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. 
  
 The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
  
 (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent
the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction
of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
  

	Section 2.02.	    Execution and Authentication. 

  
 (a) Execution. Two Officers shall sign the Notes for the Company by manual or facsimile signature. 
  
 If an Officer whose signature is on a Note no longer holds that office at the
time a Note is authenticated, the Note shall nevertheless be valid. 
  

 22 







 A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall
be conclusive evidence that the Note has been authenticated under this Indenture. 
  
 (b) Authentication. The Trustee will, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver Notes for an original issue in an
aggregate principal amount specified in the written order of the Company pursuant to this Section 2.02. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is
to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company, pursuant to one or more Authentication Orders, except as provided in
Section 2.07 hereof. 
  
 The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. 
  

	Section 2.03.	    Registrar and Paying Agent. 

  
 The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or
more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder.
The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar. 
  
 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
  
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 

 

	Section 2.04.	    Paying Agent to Hold Money in Trust. 

  
 The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes. 
  

 23 








	Section 2.05.	    Holder Lists. 

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

	Section 2.06.	    Transfer and Exchange. 

  
 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes may be exchanged by the Company
for Definitive Notes if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee, or (iii) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding
events in (i) or (ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or
(f) hereof. 
  
 (b) Transfer and Exchange of Beneficial
Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of
beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
  
 (i) Transfer of Beneficial Interests in the Same Global
Note. Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(i). 
  
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the
transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be 

  

 24 







 
issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to
the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. Upon satisfaction of all of the requirements for transfer or exchange
of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

  
 (c) Transfer or Exchange of Beneficial Interests in Global
Notes for Definitive Notes. If any holder of a beneficial interest in an Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form
of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(g) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions
from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. 
  
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. A Holder of a Definitive Note
may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Global Note at any time. Upon receipt of a request for such an
exchange or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes. 
  
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and
such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). A Holder of Definitive Notes may transfer such Notes to a Person who
takes delivery thereof in the form of an Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof. 
  
 (f) Global Note Legend. Each Global Note issued under this Indenture
shall bear a legend on its face in substantially the following form: 
  
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.” 
  

 25 







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

(h) General Provisions Relating to Transfers and Exchanges. 
  
 (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall
authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request. 
  
 (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 4.09, 4.13, 3.06 and 9.05 hereof). 
  
 (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part. 
  
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
  
 (v) Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of
or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to
register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and
the next succeeding Interest Payment Date. 
  
 (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
  
 (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of
Section 2.02 hereof. 
  

 26 







 (viii) All certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
  

	Section 2.07.	    Replacement Notes. 

  
 If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, in the absence of notice to the Company or the Trustee that the Note has been acquired by a bona fide purchaser, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if
the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and
any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge a Holder for its expenses in replacing a Note. 
  

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder. 
  

	Section 2.08.	    Outstanding Notes. 

  
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. 
  
 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 
  
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

  
 If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

  

	Section 2.09.	    Treasury Notes. 

  
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 
  

	Section 2.10.	    Temporary Notes. 

  
 Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes 

  

 27 







 
shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
  
 Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 
  

	Section 2.11.	    Cancellation. 

  
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled
Notes in its customary manner (consistent with all applicable legal requirements). Certification of the disposition of all canceled Notes shall be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or
that have been delivered to the Trustee for cancellation. 
  

	Section 2.12.	    Defaulted Interest. 

  
 If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall promptly notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the
Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 
  

	Section 2.13.	    CUSIP Numbers. 

  
 The Company in issuing the Notes may use “CUSIP” numbers and, if it does so, the Trustee shall use the CUSIP numbers in notices of redemption or
exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP numbers printed in the notice or on the Notes and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company will promptly notify the Trustee of any change in the CUSIP numbers. 
  
 ARTICLE 3. 
 REDEMPTION AND PREPAYMENT

  

	Section 3.01.	    Notices to Trustee. 

  
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price. 
  

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	Section 3.02.	    Selection of Notes to Be Redeemed. 

  
 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes that are subject to such redemption or purchase on a pro rata basis unless otherwise required by law or applicable stock exchange requirements. 
  
 The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption. 
  

	Section 3.03.	    Notice of Redemption. 

  
 Subject to the provisions of Section 4.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address; provided that such notice of redemption may be mailed more than 60 days before a redemption date if the
notice is issued in connection with a Legal Defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article 11. 
  
 The notice shall identify the Notes (including CUSIP Numbers) to be redeemed and shall state: 
  
 (a) the redemption date; 
  
 (b) the redemption price; 
  
 (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion (so long as such amount is in a denomination of $1,000 or integral multiples
thereof) shall be issued upon cancellation of the original Note; 
  
 (d) the name and address of the Paying Agent; 
  
 (e)
that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
  
 (f) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the
redemption date; 
  
 (g) the paragraph of the Notes and/or Section
of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 
  
 (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
  
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its
expense; provided, however, that the Company shall have delivered to the Trustee, at least 

  

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45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and providing a form setting forth the
information to be stated in such notice as provided in the preceding paragraph. 
  

	Section 3.04.	    Effect of Notice of Redemption. 

  
 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be conditional. 
  

	Section 3.05.	    Deposit of Redemption Price. 

  
 On or prior to 10:00 a.m. Pacific Time on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed. 
  
 If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the
unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
  

	Section 3.06.	    Notes Redeemed in Part. 

  
 Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 
  

	Section 3.07.	    Optional Redemption. 

  
 (a) Except as set forth in clauses (b) and (c) of this Section 3.07, the Company shall not have the option to redeem the Notes pursuant to
this Section 3.07 prior to February 1, 2011. On or after February 1, 2011, the Company shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below: 
  

				
	 Year

	  	Percentage

	 
	 2011
	  	103.563	%
	 2012
	  	102.375	%
	 2013
	  	101.188	%
	 2014 and thereafter
	  	100.000	%

  
 (b) Notwithstanding
the provisions of clause (a) of this Section 3.07, at any time prior to February 1, 2009, the Company may on any one or more occasions redeem up to 35% of the aggregate 

  

 30 







 
principal amount of Notes at a redemption price equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest to the redemption date,
with the net cash proceeds of one or more Public Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes originally issued remain outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company and its Subsidiaries); and (ii) the redemption occurs within 45 days of the date of the closing of such Public Equity Offering. 
  
 (c) At any time prior to February 1, 2011, the Company may also redeem all or a part of the Notes, upon not less than
30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and
unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. 
  
 (d) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof. 
  

	Section 3.08.	    Mandatory Redemption. 

  
 The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  

	Section 3.09.	    Mandatory Disposition or Redemption Pursuant to Gaming Laws. 

  
 If a Holder or beneficial owner of a Note is required to be licensed, qualified or found suitable under applicable Gaming
Laws and is not so licensed, qualified or found suitable within any time period specified by the applicable Gaming Authority, the Holder shall be obligated, at the request of the Company, to dispose of such Holder’s Notes within a time period
prescribed by the Company or such other time period prescribed by such Gaming Authority (in which event the Company’s obligation to pay any interest after the receipt of such notice shall be limited as provided in such Gaming Laws), and
thereafter, the Company shall have the right to redeem, on the date fixed by the Company for the redemption of such Notes, such Holder’s Notes at a redemption price equal to the lesser of (1) the lowest closing sale price of the Notes on
any trading day during the 120-day period ending on the date upon which the Company shall have received notice from a Gaming Authority of such Holder’s disqualification or (2) the price at which such Holder or beneficial owner acquired the
Notes, unless a different redemption price is required by such Gaming Authority, in which event such required price shall be the redemption price. The Company is not required to pay or reimburse any Holder or beneficial owner of a Note for the costs
of licensure or investigation for such licensure, qualification or finding of suitability. Any Holder or beneficial owner of a Note required to be licensed, qualified or found suitable under applicable Gaming Laws must pay all investigative fees and
costs of the Gaming Authorities in connection with such qualification or application therefor. 
  
 ARTICLE 4. 
 COVENANTS 
  

	Section 4.01.	    Payment of Notes. 

  
 The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Pacific Time on the due date money deposited by the Company in
immediately 

  

 31 







 
available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 
  
 The Company shall pay interest on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
  

	Section 4.02.	    Maintenance of Office or Agency. 

  
 The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
  
 The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03. 
  

	Section 4.03.	    Reports. 

  
 (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders within
15 days after it would be required to file them with the SEC (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such
forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and
(ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy
of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and will post the reports on its website within those
time periods. The Company shall at all times comply with TIA § 314(a). 
  
 (b) If, at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding
paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. 
  
 (c) The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC
will not accept the Company’s filings for any 

  

 32 







 
reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were
required to file those reports with the SEC. 
  

	Section 4.04.	    Compliance Certificate. 

  
 (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 
  
 (b) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, not more than 30 days after any Officer becomes aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with
respect thereto. 
  

	Section 4.05.	    Stay and Extension Laws. 

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

	Section 4.06.	    Restricted Payments. 

  
 (a) The Company shall not make, and shall not permit any Restricted Subsidiary to make, any Restricted Payment if at the time of, and after giving effect
to, such proposed Restricted Payment: 
  
 (i) a
Default or an Event of Default shall have occurred and be continuing; 
  
 (ii) the Company could not Incur at least $1.00 of additional Indebtedness pursuant to Section 4.08(a) hereof; or 
  
 (iii) the aggregate amount of such Restricted Payment and all other Restricted Payments made from and after July 22, 1997 (the amount
of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal, without duplication, to the sum of: 
  
 (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from April 1, 1997 to the end of
the most recent fiscal quarter 

  

 33 







 
ended immediately prior to the date of such Restricted Payment (or, in the case such Consolidated Net Income shall be a deficit, minus 100% of such deficit);

  
 (B) the aggregate proceeds received by the
Company from the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to March 31, 1997 (other than an issuance or sale (i) to a Subsidiary of the Company or an employee stock ownership plan or other trust
established by the Company or any of its Subsidiaries or (ii) pursuant to clauses (iii) or (iv) of Section 4.06(b) or (iii) in connection with the acquisition of Coast Casinos, Inc.); 
  
 (C) the amount by which Indebtedness of the Company or any
Restricted Subsidiary is reduced on the Company’s balance sheet upon the conversion or exchange (other than an issuance or sale to a Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any
of its Subsidiaries) subsequent to March 31, 1997, of any Indebtedness of the Company or any Restricted Subsidiary convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash or
other property distributed by the Company or any Restricted Subsidiary upon such conversion or exchange); 
  
 (D) the amount equal to the net reduction in Investments that were treated when made as Restricted Payments subsequent to March 31,
1997 resulting from: (i) payments of dividends, repayments of loans or advances or other transfers of assets to the Company or any Restricted Subsidiary or the satisfaction or reduction (other than by means of payments by the Company or any
Restricted Subsidiary) of obligations of other Persons which have been Guaranteed by the Company or any Restricted Subsidiary; or (ii) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries, in each case such net reduction in
Investments being: (x) valued as provided in the definition of “Investment,” in Section 1.01 hereof, (y) in an amount not to exceed the aggregate amount of Investments previously made by the Company or any Restricted
Subsidiary which were treated as a Restricted Payment, and (z) included in this clause (D) only to the extent not included in Consolidated Net Income; 
  
 (E) payments of dividends, repayments of loans or advances or other transfers of assets to the Company or
any Restricted Subsidiary from the Borgata Joint Venture to the extent such dividends, repayments, advances or other transfers exceed $100.0 million; but only to the extent that any such payments are excluded from the computation of Consolidated Net
Income and in an aggregate amount not in excess of the amount of investments in the Borgata Joint Venture that were treated as Restricted Payments when made; and 
  
 (F) $150.0 million. 
  

(b) The provisions of the preceding paragraph shall not prohibit: (i) the payment of any dividend within 60 days after the date of its declaration
if such dividend could have been paid on the date of its declaration in compliance with such provisions; provided that at the time of payment of such dividend no Default under any provision of this Indenture other than this covenant shall
have occurred and be continuing (or would result therefrom); (ii) the redemption or repurchase of any Capital Stock or Indebtedness of the Company (other than any Capital Stock or Indebtedness which is held or beneficially owned by, any member
of the Boyd Family, the Company or any Affiliate of the Company), if the holder or beneficial owner of such Capital Stock or Indebtedness is required to qualify under the Gaming Laws and does not so qualify or if necessary, in the reasonable, good
faith judgment of the Board of Directors, 

  

 34 







 
as evidenced by a Board Resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may
be, would have a material adverse effect on the business of the Company and its Subsidiaries, taken as a whole, or would restrict the ability of the Company or any of its Subsidiaries to conduct business in any gaming jurisdiction; (iii) any
purchase, redemption or other acquisition or retirement of Capital Stock of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock (other than Disqualified Stock) of the Company; (iv) any
purchase, redemption or other acquisition or retirement of the Indebtedness of any Person made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock (other than Disqualified Stock) of the Company;
(v) any purchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness from the proceeds of Permitted Refinancing Indebtedness; (vi) cash payments in lieu of fractional shares issuable as dividends on Capital
Stock of the Company or any of its Restricted Subsidiaries; and (vii) the redemption or repurchase of any Capital Stock of the Company to the extent required by a final non-appealable order or judgment entered by a court or courts of competent
jurisdiction. 
  
 (c) The full amount of any Restricted Payments
made subsequent to March 31, 1997 pursuant to clauses (i) and (ii) of Section 4.06(b) (but not pursuant to clauses (iii), (iv), (v), (vi) and (vii) of Section 4.06(b) or pursuant to the succeeding paragraph) shall
be included in the calculation of the aggregate amount of the Restricted Payments referred to in Section 4.06(a). 
  
 (d) Notwithstanding any of the foregoing to the contrary, the Company and its Restricted Subsidiaries may make any Restricted Payment so long as
(i) no Default or Event of Default has occurred and is continuing and (ii) at the time of such Restricted Payment and after giving pro forma effect thereto, the Company’s Consolidated Fixed Charge Coverage Ratio would exceed 2.0 to
1.0; provided, however, that if at any time the criteria set forth in clause (ii) of the preceding sentence ceases to be satisfied, all Restricted Payments made by the Company or any of its Restricted Subsidiaries occurring on or
after the date on which such criteria ceases to be satisfied shall be required to be made, to the extent permitted thereby, in compliance with the subsections (a) through (c) of this Section 4.06, and the amount available for
Restricted Payments pursuant to clause (iii) of Section 4.06(a) on or after the date on which such criteria ceases to be satisfied shall be equal to the amount that would have been available for Restricted Payments pursuant to such clause
(iii) on such date without giving effect to any Restricted Payments made through such date pursuant to and in compliance with this paragraph; provided, further, that if the Company or any of its Restricted Subsidiaries become
contractual obligated to make any Restricted Payment at the time criteria set forth in clauses (i) and (ii) of the preceding sentence continues to be satisfied, then the Company or such Restricted Subsidiary, as the case may be, may
continue to make such Restricted Payment, even if the criteria in clauses (i) and (ii) of the preceding sentence ceases to be satisfied at the time such Restricted Payment is actually made, notwithstanding the limitation set forth in the
preceding proviso, and the amount available for Restricted Payments pursuant to clause (iii) of Section 4.06(a) on or after the date on which such criteria ceases to be satisfied shall be equal to the amount that would have been available
for Restricted Payments pursuant to such clause (iii) on such date without giving effect to any Restricted Payments made on such date pursuant to and in compliance with this proviso. 
  

	Section 4.07.	    Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

  
 The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions to the Company or any other
Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; (ii) pay any indebtedness owed to the Company or any other Restricted Subsidiary; (iii) make loans or
advances to the Company or any other Restricted Subsidiary; or 

  

 35 







 
(iv) transfer any of its Property to the Company or any other Restricted Subsidiary, except, in each case, for such encumbrances or restrictions
existing under or by reason of (a) agreements in effect on the Issue Date; (b) applicable law, including rules, regulations or orders issued by any Gaming Authority; (c) customary nonassignment provisions in contracts, leases or
licenses entered into in the ordinary course of business and consistent with past practices that are customary in the gaming, lodging or entertainment industry; (d) Permitted Refinancing Indebtedness; provided, however, that the
restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (e) agreements in existence with respect to a
Restricted Subsidiary at the time it is so designated; provided, however, that such agreements are not entered into in anticipation or contemplation of such designation; (f) provisions limiting the disposition or distribution of
assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business with the approval of the Company’s Board of
Directors, which limitation is applicable only to the assets that are the subject of such agreements; (g) Liens permitted to be incurred under Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to such
Liens; (h) purchase money obligations for Property or equipment acquired for use in the business of Boyd Gaming or any of its Restricted Subsidiaries and Capital Lease Obligations that impose restrictions on the Property or equipment purchased
or leased in the ordinary course of business; or (i) any instrument governing Indebtedness represented by industrial revenue or development bonds issued by a municipality and guaranteed by the Company or any of its Restricted Subsidiaries.

  
 Nothing contained in this Section 4.07 shall prevent the
Company or any Restricted Subsidiary from granting any Lien permitted by Section 4.11 hereof. 
  

	Section 4.08.	    Incurrence of Indebtedness. 

  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company or
any Restricted Subsidiary may incur Indebtedness if no Event of Default has occurred and is continuing and the Company’s Consolidated Fixed Charge Coverage Ratio would exceed 2.0 to 1.0, after giving effect to: 
  
 (i) the Incurrence of such Indebtedness as if such
Indebtedness was Incurred at the beginning of the Reference Period and (if applicable) the application of the net proceeds thereof to repay other Indebtedness as if the application of such proceeds occurred at the beginning of the Reference Period,

  
 (ii) the Incurrence and retirement of any
other Indebtedness since the first day of the Reference Period as if such Indebtedness was Incurred or retired at the beginning of the Reference Period, and 
  
 (iii) the acquisition or disposition of any company or business by the Company or any Restricted Subsidiary since the first day of the
Reference Period including any acquisition or disposition which will be consummated contemporaneously with the Incurrence of such Indebtedness, as if such acquisition or disposition occurred at the beginning of the Reference Period. 
  
 (b) Notwithstanding the foregoing limitation, the Company or any Restricted
Subsidiary may Incur the following Indebtedness: 
  
 (i) Indebtedness of the Company evidenced by the Notes; 
  

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 (ii) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue
Date; 
  
 (iii) Indebtedness of the Company under
the Credit Facility, and the Guarantee by any Restricted Subsidiary of such Indebtedness, in an aggregate amount outstanding at any time not to exceed the greater of: (A) $2.5 billion; and (B) 2.0 times Consolidated EBITDA during the
Reference Period (after giving pro forma effect to the acquisition or disposition of any company or business by the Company or any Restricted Subsidiary since the first day of the Reference Period including any acquisition or disposition which will
be consummated contemporaneously with the Incurrence of Indebtedness under this clause (iii)(B), as if such acquisition or disposition occurred at the beginning of the Reference Period and excluding from such Consolidated EBITDA the amount of
Consolidated EBITDA utilized on a pro forma basis to permit any Incurrence of Indebtedness under Section 4.08(a), but only to the extent that the inclusion of such Consolidated EBITDA was necessary to satisfy the 2.0 to 1.0 Consolidated Fixed
Charge Coverage Ratio), 
  
 in each case, as such amount may be
permanently reduced by the lenders under the Credit Facility as a result of repayments of Indebtedness thereunder with Net Proceeds of Asset Sales pursuant to Section 4.09 hereof; 
  
 (iv) Indebtedness of the Company or a Restricted Subsidiary owing to and held by a Restricted Subsidiary or
the Company; provided, however, that any subsequent issuance or transfer of any Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such
Indebtedness except to the Company or a Restricted Subsidiary shall be deemed in each case to constitute the Incurrence of such Indebtedness by the issuer thereof; 
  
 (v) Indebtedness of the Company or a Restricted Subsidiary under Interest Rate Agreements, provided
that the obligations under such agreements are related to payment obligations on Indebtedness otherwise permitted by the terms of this Section 4.08; 
  
 (vi) Indebtedness of the Company or a Restricted Subsidiary under Currency Exchange Protection Agreements, provided that such
Currency Exchange Protection Agreements were entered into for the purpose of limiting exchange rate risks in connection with transactions entered into in the ordinary course of business; 
  
 (vii) Indebtedness of the Company or any Restricted Subsidiary in connection with one or more standby
letters of credit, performance bonds or completion guarantees issued in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; 

 
 (viii) Indebtedness of the Company or any Restricted
Subsidiary outstanding under Permitted FF&E Financings which are either (a) Non-Recourse Indebtedness of the Company and its Restricted Subsidiaries; or (b) limited in amount (including all Permitted Refinancing Indebtedness incurred
to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (viii)(b)) for each Gaming Facility owned or leased by the Company or any of its Restricted Subsidiaries to the lesser of (1) the
amount of FF&E used in such Gaming Facility and financed by such Permitted FF&E Financing, or (2) $25.0 million; 
  
 (ix) So long as no Event of Default has occurred and is continuing, Indebtedness of the Company or any Restricted Subsidiary not otherwise
permitted to be Incurred pursuant to the 

  

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provisions of Section 4.08(a) or this Section 4.08(b) in an aggregate amount Incurred not to exceed $100.0 million; or 
  
 (x) Permitted Refinancing Indebtedness Incurred in respect
of Indebtedness of the Company or any Restricted Subsidiary outstanding pursuant to the provisions of Section 4.08(a) or clauses (i), (ii), (viii) and this clause (x) of this Section 4.08(b), provided, however, any such
Permitted Refinancing Indebtedness may be incurred up to 45 days prior to the repayment or redemption of the Indebtedness being refinanced, redeemed or repaid with such Permitted Refinancing Indebtedness; provided, further, that prior to any
repayment or redemption of the Indebtedness being refinanced with such Permitted Refinancing Indebtedness, the Company or the applicable Restricted Subsidiary may temporarily invest the proceeds of such Permitted Refinancing Indebtedness in
Temporary Cash Investments or use the proceeds of such Permitted Refinancing Indebtedness to pay down Indebtedness under the revolving credit portion of the Credit Facility. 
  
 (c) For purposes of determining compliance with this Section 4.08, in the event that an item of proposed Indebtedness
meets the criteria of more than one of the categories described in clauses (i) through (x) of Section 4.08(b), or is entitled to be incurred pursuant to Section 4.08(a), the Company will be permitted to classify such item of
Indebtedness on the date of its incurrence in any manner that complies with this Section 4.08. Indebtedness outstanding under the Company’s Credit Facility on the Issue Date, after giving effect to the application of the proceeds from the
issuance of the Notes, will be deemed to have been incurred under clause (iii) of Section 4.08(b) above. 
  

	Section 4.09.	    Asset Sales; Event of Loss. 

  
 (a) Other than upon an Event of Loss, the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any
Asset Sale after the Issue Date, where the Property subject to such Asset Sale has an aggregate Fair Market Value equal to or in excess of $100.0 million, unless (i) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale; (ii) at least 75% of such consideration consists of cash, Temporary Cash Investments or any stock or assets of the
kind referred to in clauses (i) or (iii) of the definition of “Additional Assets;” provided, however, that for purposes of this clause (ii), (A) the assumption of Indebtedness of the Company or a Restricted
Subsidiary which is not subordinated to the Notes shall be deemed to be Temporary Cash Investments if the Company, such Restricted Subsidiary, and all other Restricted Subsidiaries of the Company, to the extent any of the foregoing are liable with
respect to such Indebtedness, are expressly released from all liability for such Indebtedness by the holder thereof in connection with such Asset Sale, (B) any securities or notes received by the Company or such Restricted Subsidiary from such
transferee that are converted by the Company or such Restricted Subsidiary into cash or Temporary Cash Investments within ten business days of the date of such Asset Sale shall be deemed to be Temporary Cash Investments, and (C) the Company and
its Restricted Subsidiaries may receive consideration in the form of securities exceeding 25% of the consideration for one or more Asset Sales so long as the Company and its Restricted Subsidiaries do not hold such securities having an aggregate
Fair Market Value in excess of $100.0 million at any time outstanding; (iii) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale; and
(iv) the Board of Directors of the Company determines in good faith that such Asset Sale complies with clauses (i) and (ii). 
  
 (b) Upon an Event of Loss incurred by the Company or any of its Restricted Subsidiaries, the Net Proceeds received from such Event of Loss shall be
applied in the same manner as proceeds from Asset Sales described in Section 4.09(a) and pursuant to the procedures set forth in this Section 4.09. 
  

 38 







 (c) Within 720 days after the receipt of the Net Proceeds of an Asset Sale or Event of Loss, an amount
equal to 100% of the Net Proceeds from such Asset Sale or Event of Loss may be applied by the Company or a Restricted Subsidiary (i) to permanently repay, redeem or repurchase Senior Debt of the Company or Indebtedness of any Restricted
Subsidiary or (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Proceeds received by the Company or another Restricted Subsidiary); provided,
however, that if the Company or any Restricted Subsidiary contractually commits within such 720-day period to apply such Net Proceeds within 180 days of such contractual commitment in accordance with the above clauses (i) or (ii), and
such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Proceeds set forth in this Section 4.09(c) shall be considered satisfied. 
  
 (d) Any Net Proceeds from an Asset Sale or Event of Loss that are not used in
accordance with the preceding paragraph shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million (taking into account income earned on such Excess Proceeds), the Company shall make an
offer to purchase (the “Prepayment Offer”), on a pro rata basis, from all Holders of the Notes, and, at the election of the Company, the holders of any other outstanding Indebtedness equal or senior in ranking to the Notes having
comparable rights, an aggregate principal amount of Notes and, if applicable, such other Indebtedness equal to the Excess Proceeds, at a price in cash at least equal to 100% of the principal amount thereof, plus accrued and unpaid interest in
accordance with Section 4.09(e), (f), (g) and (h). To the extent that any portion of the Excess Proceeds remains after compliance with the preceding sentence and provided that all Holders have been given the opportunity to tender
the Notes for repurchase in accordance with Section 4.09(e), the Company or such Restricted Subsidiary may use such remaining amount for general corporate purposes and the amount of Excess Proceeds shall be reset to zero. Pending application of
Net Proceeds pursuant to clauses (i) and (ii) of Section 4.09(c), such Net Proceeds will be invested in Temporary Cash Investments. 
  
 (e) Within ten Business Days after the amount of Excess Proceeds exceeds $100.0 million, the Company shall send a prepayment offer notice, by first-class
mail, to the Holders, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to the Prepayment Offer. The prepayment offer
notice will state, among other things: 
  
 (i)
that the Company is offering to purchase Notes pursuant to Section 4.09 of this Indenture; 
  
 (ii) that any Note (or any portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date)
pursuant to the Prepayment Offer shall cease to accrue interest after the purchase date; 
  
 (iii) the purchase price and purchase date, which shall be, subject to any contrary requirements of applicable law, no less than 30 days
nor more than 60 days from the date the Prepayment Offer notice is mailed; 
  
 (iv) the aggregate principal amount of Notes (or portions thereof) to be purchased; and 
  
 (v) a description of the procedure which Holders must follow in order to tender their Notes (or portions thereof) and the procedures that
Holders must follow in order to withdraw an election to tender their Notes (or portions thereof) for payment. 
  

 39 







 (f) Not later than the purchase date, the Company shall irrevocably deposit with the Trustee or with the
Paying Agent (or, if the Company is acting as its own paying agent, segregate and hold in trust) in Temporary Cash Investments an amount equal to the purchase price plus accrued and unpaid interest, if any, to be paid to the Holders entitled
thereto, to be held for payment in accordance with the provisions of this Section. Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in
the notice at least five Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than three Business Days prior to the purchase date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder, the certificate number of such Note and a statement that such Holder is withdrawing his election to have
such Note purchased. 
  
 (g) On the purchase date, the Company
shall deliver to the Trustee the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee (or Paying Agent) shall, on the purchase date, mail or deliver payment of the purchase price to each
tendering Holder. In the event that the aggregate purchase price of the Notes delivered by the Company to the Trustee is less than the amount deposited with the Trustee (or Paying Agent), the Trustee (or Paying Agent) shall deliver the excess to the
Company immediately after the end of the payment date. 
  
 (h) The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the
purchase of Notes required by this Section. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Prepayment Offer, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue thereof. 
  

	Section 4.10.	    Transactions with Affiliates. 

  
 (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to
exist any transaction or series of transactions (including the purchase, sale, transfer, lease or exchange of any Property, the making of any Investment, the giving of any Guarantee or the rendering or receiving of any service) with, from or for the
benefit of any Affiliate, any Related Person or any officer or director of any Affiliate or a Related Person (an “Affiliate Transaction”) unless: (i) the terms of such Affiliate Transaction are in writing, in the best interest
of the Company or such Restricted Subsidiary, as the case may be, and at least as favorable to the Company or such Restricted Subsidiary, as the case may be, as those that could be obtained at the time of such Affiliate Transaction in a similar
transaction in arm’s-length dealings with a Person who is not such an Affiliate, Related Person or officer or director of an Affiliate or Related Person; (ii) with respect to each Affiliate Transaction involving aggregate payments to
either party in excess of $10.0 million, such Affiliate Transaction was approved by a majority of the disinterested members of the Board of Directors and that such Affiliate Transaction complies with clause (i); and (iii) with respect to each
Affiliate Transaction involving aggregate payments in excess of $50.0 million, the Company delivers to the Trustee an opinion letter from an Independent Advisor to the effect that such Affiliate Transaction is fair, from a financial point of view;
provided, however, that the foregoing limitation set forth in this Section 4.10(a) shall not apply for so long as the Company’s common stock is listed for trading on the New York Stock Exchange or the American Stock Exchange
or is quoted on the National Association of Securities Dealers Automated Quotation System and designated as a “national market system security.” 
  
 (b) Notwithstanding the limitation of Section 4.10(a), the Company or any of its Restricted Subsidiaries may enter into or suffer to exist the
following: (i) any transaction pursuant to any contract in existence on the Issue Date; (ii) any Restricted Payment permitted to be made pursuant to Section 4.06 

  

 40 







 
hereof; (iii) any transaction or series of transactions between the Company and one or more of its Subsidiaries or between two or more of its
Subsidiaries; (iv) the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board
of Directors in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefore; and (v) any Investment made by Boyd Gaming
other than an Investment with a holder of 10% or more of the Capital Stock of the Company or an Investment in an entity controlled by a holder of 10% or more of the Capital Stock of the Company (other than indirect control by reason of such
holder’s ownership of Capital Stock of the Company). 
  

	Section 4.11.	    Liens. 

  
 The Company shall not, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of its Property, whether owned at
the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, which secures Indebtedness that ranks pari passu with or is subordinated to the Notes unless: (i) if such Lien secures Indebtedness that
ranks pari passu with the Notes, the Notes are secured on an equal and ratable basis with the obligations so secured or (ii) if such Lien secures Indebtedness that is subordinated to the Notes, such Lien shall be subordinated to a Lien
granted to the Holders in the same collateral as that securing such Indebtedness subordinated to the Notes to the same extent as such subordinated Indebtedness is subordinated to the Notes. 
  

	Section 4.12.	    Corporate Existence. 

  
 Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that
the loss thereof is not adverse in any material respect to the Holders. 
  

	Section 4.13.	    Offer to Repurchase Upon Change of Control. 

  
 (a) Upon the occurrence of (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a
Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status) each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the purchase date (the
“Change of Control Payment”). 
  
 (b) Within 30
days following (i) any Change of Control or, (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the intention of the Company to
effect a Change of Control, a Change of Control Triggering Event, the Company shall mail a notice to the Trustee and each Holder stating, among other things: (1) that a Change of Control or Change of Control Triggering Event, as the case may
be, has occurred and a Change of Control Offer is being made pursuant to this Section 4.13 and that all Notes (or portions 

  

 41 







 
thereof) timely tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be, subject to any contrary
requirements of applicable law, no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note (or portion thereof) accepted for payment (and for
which payment has been duly provided on the Change of Control Payment Date) pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (4) that any Notes (or portions thereof) not tendered
will continue to accrue interest; (5) a description of the transaction or transactions constituting the Change of Control or Change of Control Triggering Event, as the case may be; and (6) the procedures that Holders must follow in order
to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment. 
  
 (c) Not later than the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered by the
Holders pursuant to the terms of this Section 4.13, to be held for payment in accordance with the provisions of this Section 4.13. Holders electing to have a Note purchased will be required to surrender the Note, with an appropriate form
duly completed, to the Company at the address specified in the notice at least five Business Days prior to the Change of Control Payment Date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than
three Business Days prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder, the certificate number of such
Note and a statement that such Holder is withdrawing his election to have such Note purchased. 
  
 (d) On the Change of Control Payment Date, the Company shall deliver or cause to be delivered to the Trustee the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company,
together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control
Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that
each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. In the event that the aggregate purchase price of the Notes delivered by the Company to the Trustee is less than the amount deposited with the Trustee (or
Paying Agent), the Trustee (or Paying Agent) shall deliver the excess to the Company immediately after the end of the payment date. 
  
 (e) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes in connection with a Change of Control or Change of Control Triggering Event, as the case may be. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of this Section 4.13, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
Section 4.13 by virtue thereof. 
  

	Section 4.14.	    Limitation on Status of Investment Company. 

  
 The Company shall not, and shall not permit any of its Subsidiaries to, become an “investment company” (as that term is defined in the
Investment Company Act of 1940, as amended), to the extent such status would subject the Company or any such Subsidiary to regulation under the Investment Company Act, except for Subsidiaries established for the purpose of financing the operating
businesses of the Company and its Subsidiaries. 
  

 42 








	Section 4.15.	    Payment for Consent. 

  
 Neither the Company nor any of its Subsidiaries shall directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any
Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
  

	Section 4.16.	    Layered Indebtedness. 

  
 The Company shall not, directly or indirectly, Incur any Indebtedness which is subordinate or junior in right of payment to any Senior Debt unless such
Indebtedness is Senior Subordinated Debt or is expressly subordinated in right of payment to Senior Subordinated Debt. The Company shall not permit any of its Restricted Subsidiaries to issue any Guarantee with respect to any Senior Subordinated
Debt or Subordinated Obligations of the Company unless such Restricted Subsidiary has executed and delivered to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on terms and
conditions (including with respect to any Liens securing such Guarantees) at least as favorable to the Holders as such Guarantee and (i) in the case of Senior Subordinated Debt, such Guarantee (and related Liens, if any) shall rank equal in
right of payment with such Guarantee of the Notes; and (ii) in the case of Subordinated Obligations, such Guarantee (and related Liens, if any) shall be subordinated in right of payment to such Guarantee of the Notes to at least the same extent
as such Subordinated Obligations are subordinated to the Notes. 
  

	Section 4.17.	    Certain Suspended Covenants. 

  
 During any period of time that: (i) the Notes have Investment Grade Status, and (ii) no Default or Event of Default has occurred and is
continuing under this Indenture with respect to the Notes, the Company and its Restricted Subsidiaries will not be subject to Sections 4.08 and 4.09 hereof (collectively, the “Suspended Covenants”). In the event that the Company and
its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the preceding sentence and, subsequently, at least one of the two designated Rating Agencies withdraws its rating
or assigns the Notes a rating below the required Investment Grade Ratings, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants for the benefit of the Notes. 
  
 ARTICLE 5. 
 SUCCESSORS 
  

	Section 5.01.	    Merger, Consolidation and Sale of Assets. 

  
 The Company shall not merge or consolidate with or into any other entity (other than a merger or consolidation of a Restricted Subsidiary with or into the
Company) or in one transaction or a series of related transactions sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of its Property unless (i) the entity formed by or surviving any such consolidation or
merger (if the Company is not the surviving entity) or the Person to which such sale, assignment, transfer, lease or conveyance is made (the “Successor”) (a) shall be a corporation organized and existing under the laws of the
United States of America or a State thereof or the District of Columbia and such corporation expressly assumes, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, the due and punctual
payment of the principal, premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company; and
(b) the Successor shall have all 

  

 43 







 
Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor; (ii) in the case of a sale, transfer, assignment, lease,
conveyance or other disposition of all or substantially all of the Company’s Property, such Property shall have been transferred as an entirety or virtually as an entirety to one Person; (iii) immediately before and after giving effect to
such transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and (iv) immediately after giving effect to such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness Incurred or anticipated to be Incurred in connection with such transaction or series of transactions), the Company or the Successor, as the case may be, would be able to Incur at least $1.00 of
additional Indebtedness pursuant to Section 4.08(a) hereof. 
  

	Section 5.02.	    Successor Corporation Substituted. 

  
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of
the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the
successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Company’s assets that meets
the requirements of Section 5.01 hereof. 
  
 ARTICLE 6.

 DEFAULTS AND REMEDIES 
  

	Section 6.01.	    Events of Default. 

  
 An “Event of Default” occurs if: 
  
 (a) the Company defaults in the payment of interest on any of the Notes when it becomes due and payable and such default continues for a period of 30
days, whether or not prohibited by Article Ten hereof; 
  
 (b) the
Company defaults in the payment when due of principal of or premium, if any, on the Notes when due at maturity, upon acceleration, required purchase or otherwise, whether or not prohibited by Article Ten hereof; 
  
 (c) the Company fails to observe, perform or comply with the covenants and
agreements of Section 5.01 hereof; 
  
 (d) the Company fails
to observe, perform or comply with any of the other covenants and agreements in this Indenture or the Notes, and such failure to observe, perform or comply continues for a period of 30 days after receipt by the Company of a written notice from the
Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; 
  

 44 







 (e) Indebtedness of the Company or any Restricted Subsidiary is not paid when due or within any
applicable grace period or is accelerated by the holders thereof and, in either case, the total amount of such unpaid or accelerated Indebtedness exceeds $50.0 million; 
  
 (f) the entry by a court of competent jurisdiction of one or more judgments or orders against the Company or any Restricted
Subsidiary in an uninsured aggregate amount in excess of $50.0 million and such judgment or order is not discharged, waived, stayed or satisfied for a period of 60 consecutive days; 
  
 (g) the Company or any Restricted Subsidiary pursuant to or within the meaning of 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; 
  
 (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  
 (i) is for relief against the Company or any Restricted
Subsidiary in an involuntary case; 
  
 (ii)
appoints a custodian of the Company or any Restricted Subsidiary or for all or substantially all of the property of the Company or any Restricted Subsidiary; or 
  
 (iii) orders the liquidation of the Company or any Restricted Subsidiary; 
  
 and the order or decree remains unstayed and in effect for 60 consecutive days; and

  
 (i) any revocation, suspension or loss of any Gaming License
which results in the cessation of business for a period of more than 90 consecutive days of the business of any Gaming Facility or Gaming Facilities owned, leased or operated directly or indirectly by the Company or any of its Subsidiaries, which,
taken together, collectively contribute more than 10% of the Company’s Consolidated EBITDA (other than any voluntary relinquishment of a Gaming License if such relinquishment is, in the reasonable, good faith judgment of the Board of Directors,
evidenced by a Board Resolution, both desirable in the conduct of business of the Company and its Subsidiaries, taken as a whole, and not disadvantageous in any material respect to the Holders). 
  
 The foregoing will constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
  
 A Default under clause (e), (f) or (i) of this Section 6.01 is
not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes notify the Company of the Default. Such notice must specify the Default, demand that it be remedied and state that such notice


  

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is a “Notice of Default.” Any Default under clause (e) of this Section 6.01 resulting from a default or acceleration with respect to
Indebtedness will not be considered an Event of Default if such default or acceleration is cured or annulled, respectively, within 30 days of the receipt by the Company of the Notice of Default from the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes. 
  
 The Company shall
deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

  

	Section 6.02.	    Acceleration. 

  
 If an Event of Default with respect to the Notes (other than an Event of Default resulting from Section 6.01(g) or (h) hereof) shall have
occurred and be continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may accelerate the maturity of all the Notes in which event the Notes (including any accrued interest thereon)
shall become immediately due and payable; provided, however, that after such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the
Notes then outstanding, may, by written notice to the Trustee, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, have been cured or waived as provided in this Indenture. In case an
Event of Default resulting from Section 6.01(g) or (h) hereof shall occur, the Notes (including any accrued interest thereon) shall be due and payable immediately without any declaration or other act on the part of the Trustee or the
Holders. 
  

	Section 6.03.	    Other Remedies. 

  
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal and interest on the Notes
or to enforce the performance of any provision of the Notes or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
  

	Section 6.04.	    Waiver of Past Defaults. 

  
 The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may waive an existing Default and its consequences
hereunder except (i) a Default in the payment of principal of or interest on a Note or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder of Notes affected. Upon any
such waiver, such Default shall cease to exist and shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  

	Section 6.05.	    Control by Majority. 

  
 Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction 

  

 46 







 
that conflicts with law or this Indenture that the Trustee determines may be prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification or security satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
  

	Section 6.06.	    Limitation on Suits. 

  
 A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if: 
  
 (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 
  
 (b) the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy; 
  
 (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; 
  
 (d) the Trustee does not comply with the request within 60 days after receipt
of the request and the offer and, if requested, the provision of indemnity; and 
  
 (e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 
  
 A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
  

	Section 6.07.	    Rights of Holders of Notes to Receive Payment. 

  

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and interest on the
Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder. 
  

	Section 6.08.	    Collection Suit by Trustee. 

  
 If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own
name and as trustee of an express trust against the Company for the whole amount of principal of, premium and interest remaining unpaid on the Notes as to which such Event of Default has occurred and is continuing and interest on overdue principal
and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

  

	Section 6.09.	    Trustee May File Proofs of Claim. 

  
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the 

  

 47 







 
Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding. 
  

	Section 6.10.	    Priorities. 

  
 If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: 
  
 First: to the Trustee, its agents and attorneys for
amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
  
 Second: to Holders of Notes in respect of which or
for the benefit of which such money has been collected for amounts due and unpaid on such Notes for principal, premium and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the applicable
Notes for principal, premium and interest, respectively; and 
  
 Third: to the Company or to such party as a court of competent jurisdiction shall direct. 
  
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 
  

	Section 6.11.	    Undertaking for Costs. 

  
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
  

 48 







 ARTICLE 7. 
 TRUSTEE 
  

	Section 7.01.	    Duties of Trustee. 

  
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in 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 duties of the Trustee shall be determined solely by the express provisions of this Indenture and the
Trustee need perform only those duties that are specifically set forth in this Indenture and no others, 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 pursuant to the requirements of this Indenture. However, the Trustee shall examine
the certificates and opinions specifically required to be furnished to it hereunder to determine whether or not they substantially conform to the procedural requirements of this Indenture. 
  
 (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except that: 
  
 (i) this paragraph does not limit the effect of paragraph (b) of this Section; 
  
 (ii) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 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 6.05 hereof. 
  
 (d)
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section. 
  
 (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any financial
liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holders shall have offered to the Trustee security and indemnity satisfactory
to it against any loss, liability or expense. 
  
 (f) The Trustee
shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  

 49 








	Section 7.02.	    Rights of Trustee. 

  
 (a) The Trustee may rely upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented
by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection with respect to legal matters relating to this Indenture
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel. 
  
 (c) The Trustee may act through its
attorneys and agents and shall not be responsible for the misconduct or negligence of any agent 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 the rights or
powers conferred upon it by this Indenture. 
  
 (e) Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. 
  
 (f) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
  

	Section 7.03.	    Individual Rights of Trustee. 

  
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or
resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  

	Section 7.04.	    Trustee’s Disclaimer. 

  
 The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication. 
  

	Section 7.05.	    Notice of Defaults. 

  
 If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to
Holders of Notes a notice of the Default or 

  

 50 







 
Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest
on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
  

	Section 7.06.	    Reports by Trustee to Holders of the Notes. 

  
 Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding,
the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c). 
  
 A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or
delisted therefrom. 
  

	Section 7.07.	    Compensation and Indemnity. 

  
 The Company shall pay to the Trustee as agreed upon in writing from time to time reasonable compensation for its acceptance of this Indenture and services
hereunder. 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 promptly upon request for all reasonable out-of-pocket expenses incurred or made by
it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
  
 The Company shall fully indemnify the Trustee against any and all losses, liabilities, claims, damages or expenses
(including reasonable legal fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder,
except to the extent any such loss, liability or expense shall be determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually prejudiced by failure of the Trustee to provide timely notice of
claims of which a Responsible Officer has received written notice. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 
  
 The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee. 
  
 To secure the Company’s payment
obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture. 
  

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 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(g) or (h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

  
 The Trustee shall comply with the provisions of TIA
§ 313(b)(2) to the extent applicable. 
  

	Section 7.08.	    Replacement of Trustee. 

  
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section. 
  
 The Trustee may
resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee of Notes by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee if: 
  
 (a) the Trustee fails to comply with Section 7.10 hereof; 
  
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 
  
 (c) a custodian or public officer takes charge of the Trustee or its property; or 
  
 (d) the Trustee becomes incapable of acting. 
  
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee. 
  
 If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 20% in principal amount of the then outstanding Notes may petition at the expense of the Company any
court of competent jurisdiction for the appointment of a successor Trustee. 
  
 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee. 
  
 A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. 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 promptly transfer all property held by it as Trustee to the successor Trustee,
provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations
under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
  

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	Section 7.09.	    Successor Trustee by Merger, etc. 

  
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or
banking association, the successor corporation or 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 and any of the Notes 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 Notes so authenticated; and in case at that
time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates
shall have the full force which is anywhere provided in the Notes or in this Indenture. 
  

	Section 7.10.	    Eligibility; Disqualification. 

  
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50 million as set forth
in its most recent published annual report of condition. 
  
 This
Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
  

	Section 7.11.	    Preferential Collection of Claims Against Company. 

  
 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A
Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
  
 ARTICLE 8. 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  

	Section 8.01.	    Option to Effect Legal Defeasance or Covenant Defeasance. 

  
 The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight. 
  

	Section 8.02.	    Legal Defeasance and Discharge. 

  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on 

  

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demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article Two and Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
  

	Section 8.03.	    Covenant Defeasance. 

  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15 and 4.16 hereof and clause (iv) of
Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of Notes (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for
all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(i) hereof, except for Sections 6.01(g) and 6.01(h) with respect to the Company (but not with respect to any Restricted Subsidiary) shall not constitute Events of Default. 
  

	Section 8.04.	    Conditions to Legal or Covenant Defeasance. 

  
 The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
  
 In order to exercise either Legal Defeasance or Covenant Defeasance:

  
 (a) the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders, cash in United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and interest on all outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to
maturity or to a particular redemption date; 
  
 (b) in the case
of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a 

  

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ruling or (B) 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 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred; 
  
 (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes 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; 
  
 (d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease Notes pursuant to this Article Eight concurrently with such incurrence); 
  
 (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this Indenture) to which the Company is a party or by which the Company is bound; 
  
 (f) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of
preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; 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 or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  

	Section 8.05.	    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 

  
 Subject to Section 8.06 hereof, all money and non-callable U.S.
Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent)
as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

  
 The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 hereof 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 Notes. 
  
 Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable U.S. 

  

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Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
  

	Section 8.06.	    Repayment to Company. 

  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company. 
  

	Section 8.07.	    Reinstatement. 

  
 If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Obligations in accordance with
Section 8.02 or 8.03 hereof, as the case may be, 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 the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
  
 ARTICLE 9. 
 AMENDMENT, SUPPLEMENT AND WAIVER

  

	Section 9.01.	    Without Consent of Holders of Notes. 

  
 Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this First Supplemental Indenture or the Notes
without the consent of any Holder of a Note: 
  
 (a) to cure any
ambiguity, omission, defect or inconsistency; 
  
 (b) to provide
for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; 
  
 (c) to provide for uncertificated Notes in addition to or in place of certificated Notes; 
  
 (d) to add Guarantees with respect to the Notes and to release such Guarantees when required by the terms thereof;

  

 56 







 (e) to secure the Notes; 
  
 (f) to add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power
conferred upon the Company; 
  
 (g) to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder (and may amend the Base Indenture with respect to any new series of Debt Securities); 
  
 (h) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA; 
  
 (i) to conform
the text of this Indenture or the Notes to any provision of the “Description of Notes” contained in any prospectus or prospectus supplement, relating to the initial offering of the Notes, to the extent that such provision in that
“Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture or such Notes; or 
  
 (j) to establish the form or terms of Notes as permitted by Sections 2.01. 
  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by
the terms of this 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 such amended or supplemental Indenture that affects its own rights,
duties or immunities under this Indenture or otherwise. 
  

	Section 9.02.	    With Consent of Holders of Notes. 

  
 Except as provided in Section 9.01 and below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the
Notes without notice to any Holder of Notes but with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be
“outstanding” for purposes of this Section 9.02. 
  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of
the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such
amended or supplemental Indenture directly 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 amended or
supplemental Indenture. 
  

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 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve
the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
  
 After an amendment, supplement or waiver under Section 9.01 or this Section 9.02 becomes effective, the Company shall mail to the Holders of
Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. 
  
 Without the consent of each
Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder), among other things: 
  

(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
  
 (b) reduce the rate of or extend the time for payment of interest on any
Note; 
  
 (c) reduce the principal of or extend the stated
maturity of any Note; 
  
 (d) reduce the premium payable upon the
redemption of any Note or change the time at which a Note may be redeemed (other than any such amendment or waiver relating to Sections 4.09 or 4.12); 
  
 (e) impair the right of any Holder to receive payment of principal of, or interest or premium on the Notes on or after the due dates therefor or to
institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 
  
 (f) make any Note payable in money other than that stated in the Notes; 
  
 (g) make any change to Article Ten hereof that would adversely affect the Holders; 
  
 (h) release any security interest in favor of the Notes; or 
  
 (i) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions. 
  

	Section 9.03.	    Compliance with Trust Indenture Act. 

  
 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then
in effect. 
  

	Section 9.04.	    Revocation and Effect of Consents. 

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

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 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the
Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who
were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 
  

	Section 9.05.	    Notation on or Exchange of Notes. 

  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for
all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
  
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 

 

	Section 9.06.	    Trustee to Sign Amendments, etc. 

  
 The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall
receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this Indenture. 
  

	Section 9.07.	    Reference in Notes to Supplemental Indentures. 

  

The Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes. 
  
 ARTICLE 10. 
 SUBORDINATION 
  

	Section 10.01.	    Agreement to Subordinate. 

  
 The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article Ten, to the prior payment of all Senior Debt of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt. The Notes shall in all respects rank
pari passu with all other Senior Subordinated Debt of the Company and only Senior Debt of the Company shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article Ten shall be subject to
Section 10.12. 
  

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	Section 10.02.	    Liquidation, Dissolution and Bankruptcy. 

  
 Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the
Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property: 
  
 (i) holders of Senior Debt of the Company shall be entitled to receive payment in full in cash or cash equivalents of such Senior Debt
before Holders shall be entitled to receive any payment of principal, or premium, if any, of or interest on the Notes; and 
  
 (ii) until such Senior Debt is paid in full in cash or cash equivalents, any distribution to which Holders would be entitled but for this
Article Ten shall be made to holders of such Senior Debt as their interests may appear; 
  
 except that Holders may receive and retain shares of stock and any debt securities that are subordinated to Senior Debt, and to any debt securities received by holders of Senior Debt, of the Company to at least the same extent as the Notes.

  

	Section 10.03.	    Default on Senior Debt. 

  
 The Company may not pay the principal of, or premium, if any, or interest on the Notes or make any deposit pursuant to Section 8.04 and may not
repurchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) if (i) any principal, premium or interest in respect of any Senior Debt is not paid within any applicable grace period (including at maturity) or
(ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or
(y) such Senior Debt has been paid in full in cash or cash equivalents; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such
payment from the Representative of each issue of Designated Senior Debt. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt
pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration), the Company may not pay the Notes for a period (a “Payment Blockage
Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a “Payment
Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Representative who gave such Payment Blockage Notice, (ii) by
repayment in full in cash or cash equivalents of such Designated Senior Debt or (iii) because the default giving rise to such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately
preceding sentence, unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior Debt and shall not have rescinded such acceleration, the Company may (unless
otherwise prohibited pursuant to the first sentence of this Section 10.03) resume payments on the Notes after such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be
given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. 
  


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	Section 10.04.	    Acceleration of Payment of Notes. 

  
 If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated
Senior Debt (or their Representatives) of the acceleration. 
  

	Section 10.05.	    When Distribution Must Be Paid Over. 

  
 If a distribution is made to Holders that because of this Article Ten should not have been made to them, the Holders who receive the distribution shall
hold such distribution in trust for holders of Senior Debt of the Company and pay it over to such holders as their interests may appear. 
  

	Section 10.06.	    Subrogation. 

  
 After all Senior Debt of the Company is paid in full in cash or cash equivalents and until the Notes are paid in full, Holders shall be subrogated to the
rights of holders of such Senior Debt to receive distributions applicable to such Senior Debt. A distribution made under this Article Ten to holders of such Senior Debt which otherwise would have been made to Holders is not, as between the Company
and Holders, a payment by the Company on such Senior Debt. 
  

	Section 10.07.	    Relative Rights. 

  
 This Article Ten defines the relative rights of Holders and holders of Senior Debt of the Company. Nothing in this Indenture shall: 
  
 (i) impair, as between the Company and Holders, the
obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms; or 
  
 (ii) prevent the Trustee or any Holder from exercising its available remedies upon a Default or an Event of Default, subject to the rights
of holders of Senior Debt of the Company to receive distributions otherwise payable to Holders. 
  

	Section 10.08.	    Subordination May Not Be Impaired by Company. 

  

No right of any holder of Senior Debt of the Company to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any
act or failure to act by the Company or by its failure to comply with this Indenture. 
  

	Section 10.09.	    Rights of Trustee and Paying Agent. 

  
 Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments, unless, not less than two Business Days prior to the date of such payment, a Responsible Officer receives notice that payments may not be made under this Article Ten. The
Company, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Debt may give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative
may give the notice on behalf of the holders of such Senior Debt. 
  
 The Trustee in its individual or any other capacity may hold Senior Debt of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may 

  

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do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Ten with respect to any Senior Debt of the Company
which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article Seven shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Ten shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07. 
  

	Section 10.10.	    Distribution or Notice to Representative. 

  
 Whenever a distribution is to be made or a notice given to holders of Senior Debt of the Company, the distribution may be made and the notice given to
their Representative (if any). 
  

	Section 10.11.	    Article Ten Not to Prevent Events of Default or Limit Right to Accelerate. 

  
 The failure to make a payment pursuant to the Notes by reason of any
provision of this Article Ten shall not be construed as preventing the occurrence of a Default. Nothing in this Article Ten shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes. 
  

	Section 10.12.	    Trust Moneys Not Subordinated. 

  
 Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article
Eight by the Trustee for the payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article Ten, and none of the Holders shall be obligated
to pay over any such amount to the Company or any holder of Senior Debt of the Company or any other creditor of the Company. 
  

	Section 10.13.	    Trustee Entitled to Rely. 

  
 Upon any payment or distribution pursuant to this Article Ten, the Trustee and the Holders shall be entitled to rely (i) upon any order or decree of
a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the
Trustee or to the Holders or (iii) upon the Representatives for the holders of Senior Debt of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Debt and
other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Ten. In the event that the Trustee determines, in good faith,
that evidence is required with respect to the right of any Person as a holder of Senior Debt of the Company to participate in any payment or distribution pursuant to this Article Ten, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under
this Article Ten, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be
applicable to all actions or omissions of actions by the Trustee pursuant to this Article Ten. 
  

	Section 10.14.	    Trustee to Effectuate Subordination. 

  
 Each Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the 

  

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Holders and holders of Senior Debt of the Company as provided in this Article Ten and appoints the Trustee as attorney-in-fact for any and all such purposes.

  

	Section 10.15.	    Trustee Not Fiduciary for Holders of Senior Debt. 

  
 The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Senior Debt of the Company shall be entitled by virtue of this Article Ten or otherwise. 
  

	Section 10.16.	    Reliance by Holders of Senior Debt on Subordination Provisions. 

  
 Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to
be, an inducement and a consideration to each holder of any Senior Debt of the Company, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior
Debt and such holder of such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. 
  

	Section 10.17.	    Certain Payments. 

  
 Nothing in this Article Ten shall prevent or delay (i) the Company from or in redeeming any Notes pursuant to Section 3.09 or otherwise
purchasing any Notes pursuant to any Legal Requirements relating to the gaming business of the Company and its Subsidiaries or (ii) the receipt by the Holders of payments of principal of and interest on the Notes as provided in
Section 8.05. 
  
 ARTICLE 11. 
 SATISFACTION AND DISCHARGE 
  

	Section 11.01.	    Satisfaction and Discharge. 

  
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: 
  

	(1)	either: 

  

	 	(a)	all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or 

  

	 	(b)	all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due
and payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a
combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and
accrued interest to the date of maturity or redemption; 

  

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	(2)	other than with respect to a discharge when the Notes have become due and payable, no Default or Event of Default shall have occurred and be continuing on the date of such deposit
or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound; 


 

	(3)	the Company has paid or caused to be paid all sums payable by it under this Indenture; and 

  

	(4)	the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption
date, as the case may be. 

  
 In addition, the Company must deliver
an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
  

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the provisions of Section 11.02 and Section 8.06 shall survive such satisfaction and discharge. 
  

	Section 11.02.	    Application of Trust Money. 

  
 Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
  
 If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 11.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; provided that if the Company has made any payment of principal of, premium, if
any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent. 
  
 ARTICLE 12. 
 MISCELLANEOUS 
  

	Section 12.01.	    Trust Indenture Act Controls. 

  
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control.

  

 64 








	Section 12.02.	    Notices. 

  
 Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the other’s address, as follows: 
  
 If to the Company: 
  
 Boyd Gaming Corporation 
 2950 Industrial Road

 Las Vegas, Nevada 89109 
 Telecopier No.: (702) 792-7335 
 Attention: General Counsel 
  
 With a copy to: 
  
 Morrison & Foerster LLP 
 19900
MacArthur Boulevard 
 Irvine, California 92612 
 Telecopier No.: (949) 251-0900 
 Attention: Robert Mattson 
  
 If to the Trustee: 
  
 Wells Fargo Bank, National Association 
 Corporate Trust Department 
 707 Wilshire
Boulevard, 17th Floor 
 Los Angeles, California 90017 
 Telecopier No.: (213) 614-3355 
 Attention: Maddy Hall 
  
 The Company or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. 

 
 All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
  
 Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
  
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives
it. 
  
 If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee and each Agent at the same time. 
  

	Section 12.03.	    Communication by Holders of Notes with Other Holders of Notes. 

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

 65 








	Section 12.04.	    Certificate and Opinion as to Conditions Precedent. 

  
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall
furnish to the Trustee: 
  
 (a) an Officers’ Certificate in
form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been satisfied; and 
  
 (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent
and covenants have been satisfied. 
  

	Section 12.05.	    Statements Required in Certificate or Opinion. 

  

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 
  
 (a) a statement that the Person making such certificate or opinion has read such covenant or condition; 
  
 (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been satisfied; and 
  
 (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 
  

	Section 12.06.	    Rules by Trustee and Agents. 

  
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions. 
  

	Section 12.07.	    No Personal Liability of Directors, Officers, Employees and Stockholders. 

  
 No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, shall have any
liability for any obligations of the Company under the Notes, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. 
  

	Section 12.08.	    Governing Law. 

  
 THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE 

  

 66 







 
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  

	Section 12.09.	    No Adverse Interpretation of Other Agreements. 

  

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  

	Section 12.10.	    Successors. 

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

	Section 12.11.	    Severability. 

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

	Section 12.12.	    Counterpart Originals. 

  
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

  

	Section 12.13.	    Table of Contents, Headings, etc. 

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

 67 







 SIGNATURES 
  

			
	BOYD GAMING CORPORATION, a Nevada corporation
		
	 By:
	 	/s/    WILLIAM S. BOYD        
	Name:	 	William S. Boyd
	Title:	 	Chairman of the Board and Chief Executive Officer
		
	 By:
	 	/s/    PAUL J. CHAKMAK        
	Name:	 	Paul J. Chakmak
	Title:	 	Senior Vice President—Finance and Treasurer
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	 By:
	 	/s/    MADDY HALL        
	Name:	 	Maddy Hall
	Title:	 	Assistant Vice President


  
 Signature Page to
First Supplemental Indenture 








 [Face of Note] 
  
 CUSIP/CINS: 09689R AA 7 
  
 7.125% Senior Subordinated Note due 2016 
  

				
	 No.         
	 	$	                    

  
 BOYD GAMING CORPORATION

  
 promises to pay to
                                        
                                        
                             or registered assigns, the principal sum of 
  
                                       
                                        
                                        
                                        
                                        
   Dollars on February 1, 2016 
  
 Interest Payment Dates:
February 1 and August 1 
  
 Record Dates: January 15 and
July 15 
  
 Dated: January 30, 2006 
  

			
	 BOYD GAMING CORPORATION

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  
 This is one of the Notes
referred to in the within-mentioned Indenture: 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

		
	 By:
	 	 
	 	 	Authorized Signatory

  

 A-1 








 EXHIBIT A 
  

 [Back of Note] 
 7.125% Senior Subordinated Note due 2016 
  
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
  
 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  
 1. INTEREST. Boyd Gaming Corporation, a
Nevada corporation (the “Company”), promises to pay interest on the principal amount of this Note at 7.125% per annum from January 30, 2006 until maturity. The Company will pay interest semi-annually in arrears on
February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be August 1, 2006. The Company shall pay interest on
overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest on overdue installments of interest from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  
 2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of business on the January 15 or July 15 immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by
wire transfer of immediately available funds will be required with respect to principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 
  
 3. PAYING AGENT AND REGISTRAR. Initially,
Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any
such capacity. 
  
 4.
INDENTURE. The Company issued the Notes under an Indenture, dated as of January 25, 2006 (the “Base Indenture”), between the Company and the Trustee, as amended and supplemented by a First
Supplemental Indenture, dated as of January 30, 2006 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
  

 A-2 








 EXHIBIT A 
  

 5. OPTIONAL REDEMPTION. 
  
 (a) Except as set forth in subparagraphs (b) and (c) of this
Paragraph 5, the Company shall not have the option to redeem the Notes prior to February 1, 2011. On or after February 1, 2011, the Company shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1
of the years indicated below: 
  

				
	 Year

	  	Percentage

	 
	 2011
	  	103.563	%
	 2012
	  	102.375	%
	 2013
	  	101.188	%
	 2014 and thereafter
	  	100.000	%

  
 (b) Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time prior to February 1, 2009, the Company may, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 107.125%
of the principal amount thereof plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of the Notes
originally issued remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) and (ii) the redemption occurs within 45 days of the date of the closing of such Public Equity
Offering. 
  
 (c) Notwithstanding the provisions of subparagraph
(a) of this Paragraph 5, at any time prior to February 1, 2011, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s
registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant
record date to receive interest due on the relevant interest payment date. 
  
 6. MANDATORY REDEMPTION. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  
 7. MANDATORY DISPOSITION OR
REDEMPTION PURSUANT TO GAMING LAWS. Pursuant to the Indenture, the Company will have the right to require a Holder to dispose of such Holder’s Notes
if such Holder or the beneficial owner of such Notes is not licensed or found qualified or suitable by a Gaming Authority. In the event any such Holder fails to dispose of Notes within a prescribed time period, the Company shall have the right to
call such Notes for redemption at a redemption price equal to the lesser of (i) the lowest closing sale price of the Notes on any trading day during the 120-day period ending on the date upon which the Company shall have received notice from
such Gaming Authority of such Holder’s disqualification or (ii) the price at which such Holder or beneficial owner acquired the Notes, unless a different redemption price is required by such Gaming Authority, in which event such required
price shall be the redemption price. 
  
 8.
REPURCHASE AT OPTION OF THE HOLDER. 
  
 (a) Upon the occurrence of (i) a Change of Control (if, at the Change of Control Time the Notes do not have Investment Grade Status) or (ii) a
Change of Control Triggering Event (if, at the Change of Control Time the Notes have Investment Grade Status), each Holder of Notes shall have the 

  

 A-3 








 EXHIBIT A 
  

 
right to require the Company to purchase such Holder’s Notes, in whole, or in part in a principal amount that is an integral multiple of $1,000,
pursuant to a Change of Control Offer, at a purchase price in cash equal to 101% of the principal amount thereof on any Change of Control Payment Date plus accrued and unpaid interest, if any, to the Change of Control Payment Date. 
  
 Within 30 calendar days following any Change of Control (if, at the Change of
Control Time the Notes do not have Investment Grade Status) or any Change of Control Triggering Event, the Company shall send, or cause to be sent, by first-class mail, postage prepaid, a notice regarding the Change of Control Offer to the Trustee
and each Holder of Notes. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering
this Note pursuant to the Change of Control Offer. Unless the Company defaults in the payment of the Change of Control Purchase Price with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer
will cease to accrue interest from and after the Change of Control Payment Date. 
  
 (b) If at any time the Company or any Restricted Subsidiary engages in any Asset Sale and/or suffers (or incurs) an Event of Loss, as a result of which the aggregate amount of Excess Proceeds exceeds $100,000,000, the
Company shall, within 10 Business Days of the date the amount of Excess Proceeds exceeds $100,000,000, use the then-existing Excess Proceeds to make an offer to purchase, on a pro rata basis, from all Holders of the Notes, and at the election
of the Company, the holders of any other outstanding Indebtedness equal or senior in ranking to the Notes having comparable rights, an aggregate principal amount of Notes, and, if applicable, such other Indebtedness, equal to the Excess Proceeds, at
a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon. Upon completion of a Prepayment Offer (including payment for accepted Notes), any surplus Excess Proceeds that were the subject of such
offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes. 
  
 Within 10 Business Days of the date the amount of Excess Proceeds exceeds $100,000,000, the Company shall send, or cause to be sent, by first-class mail,
postage prepaid, a notice regarding the Prepayment Offer to each Holder of Notes. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder
to Elect Purchase” appearing below and tendering this Note pursuant to the Prepayment Offer. Unless the Company defaults in the payment of the purchase price with respect thereto, all Notes or portions thereof selected for payment pursuant to
the Prepayment Offer will cease to accrue interest from and after the purchase date. 
  
 9. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the
redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 
  
 10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment
Date. 
  

 A-4 








 EXHIBIT A 
  

 11. PERSONS DEEMED OWNERS. The
registered Holder of a Note may be treated as its owner for all purposes. 
  
 12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes
may be amended without prior notice to any Holder of Notes but with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes and (ii) any past Default and its consequences may be waived with the
written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Notes, the Company and the Trustee may amend the First
Supplemental Indenture or the Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to
Article 5 of the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iv) to add Guarantees with respect to the Notes and to release such Guarantees when required by the terms thereof;
(v) to secure the Notes; (vi) to add additional covenants or to surrender rights and powers conferred on the Company; (vii) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights of any Holder (and may amend the Base Indenture with respect to any new series of Debt Securities); (viii) to comply with the requirements of the SEC in order to effect or maintain the qualification of
the Indenture under the TIA; or (ix) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the prospectus or prospectus supplement, relating to the initial offering of the Notes,
to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture or the Notes. 
  
 13. DEFAULTS AND REMEDIES. Events of Default include:
(i) default for 30 days in the payment when due of interest on the Notes (whether or not prohibited by the subordination terms of the Indenture); (ii) default in payment when due of principal of or premium, if any, on the Notes when the
same becomes due and payable at maturity, upon acceleration, required purchase or otherwise (whether or not prohibited by the subordination terms of the Indenture); (iii) failure by the Company to comply with Section 5.01 of the Indenture;
(iv) failure by the Company to observe, perform or comply with any of the other covenants and agreements in the Indenture or the Notes and such failure to observe, perform or comply continues for a period of 30 days after receipt by the Company
of a written notice from the Trustee or Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) Indebtedness of the Company or any Restricted Subsidiary is not paid when due or
within any applicable grace period or is accelerated by the holders thereof and, in either case, the total amount of such unpaid or accelerated Indebtedness exceeds $50.0 million; (vi) the entry by a court of competent jurisdiction of one or
more judgments or orders against the Company or any Restricted Subsidiary in an uninsured aggregate amount in excess of $50.0 million and such judgment or order is not discharged, waived, stayed or satisfied for a period of 60 consecutive days;
(vii) certain events of bankruptcy, insolvency or reorganization affecting the Company or any Restricted Subsidiary; and (viii) any revocation, suspension or loss of any Gaming License which results in the cessation of business for a
period of more than 90 consecutive days of the business of any Gaming Facility or Gaming Facilities owned, leased or operated directly or indirectly by the Company or any of its Subsidiaries, which, taken together, collectively contribute more than
10% of the Company’s Consolidated EBITDA (other than any voluntary relinquishment of a Gaming License if such relinquishment is, in the reasonable, good faith judgment of the Board of Directors, evidenced by a Board Resolution, both desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and not disadvantageous in any material respect to the Holders). A Default under clause (v), (vi) or (viii) is not an Event of Default until the Trustee
or the Holders of at least 25% in principal amount of the Notes notify the Company of the Default. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable. 

  

 A-5 








 EXHIBIT A 
  

 
Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest)
if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, the Notes. 
  
 14. SUBORDINATION. The Notes are subordinated to Senior Debt of the Company. To the extent provided in the Indenture,
Senior Debt of the Company must be paid before the Notes may be paid. The Company agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give effect to such
provisions and appoints the Trustee as attorney-in-fact for such purpose. 
  
 15. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
  
 16. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
  
 17. AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an
authenticating agent. 
  
 18.
ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to Boyd Gaming Corporation,
2950 Industrial Road, Las Vegas, Nevada 89109, Attention: General Counsel. 
  

 A-6 








 EXHIBIT A 
  

 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:                        
                                        
                                        
                                        
                               
	 	  	 (Insert assignee’s legal name)


  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 (Insert
assignee’s soc. sec. or tax I.D. no.) 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 (Print or type
assignee’s name, address and zip code) 
  
 and irrevocably appoint                                 
                                        
                                        
                                        
                                        
                    
 to transfer this Note on the books of
the Company. The agent may substitute another to act for him. 
  
 Date: _______________ 
  
 Your
Signature: ________________________________________________ 
 (Sign exactly as your name appears on the face of this Note) 
  
 Signature Guarantee*: _________________________ 

 

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-7 








 EXHIBIT A 
  

 OPTION OF HOLDER TO ELECT
PURCHASE 
  
 If you want to elect to have this Note
purchased by the Company pursuant to Section 4.09 or 4.13 of the Indenture, check the appropriate box below: 
  
  ̈  Section 4.09                 ̈  Section 4.13 
  
 If you want to elect to
have only part of the Note purchased by the Company pursuant to Section 4.09 or Section 4.13 of the Indenture, state the amount you elect to have purchased: 
  
 $_______________ 
  
 Date: _______________ 
  
 Your Signature: ________________________________________________ 
 (Sign exactly as your name appears on the face of this Note) 
  
 Tax Identification No.: __________________________________________ 
  
 Signature Guarantee*: _________________________ 
  


	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-8 








 EXHIBIT A 
  

 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 
  
 The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange

	  	 Amount of decrease in
Principal Amount of this
Global Note

	  	 Amount of increase in
Principal Amount of this
Global Note

	  	 Principal Amount of this
Global Note following such
decrease (or increase)

	  	 Signature of authorized
officer of Trustee or
Note Custodian


	 	  	 	  	 	  	 	  	 

  

 A-9