EX-4.2



 Exhibit 4.2 
  

 
  

BOYD GAMING CORPORATION 

SENIOR SUBORDINATED NOTES 
  

 
 INDENTURE 

Dated as of
                        , 20         

 
  

 
  

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)
	 		 	1.01; 4.03;6.12; 12.02; 12.05
	       (b)
	 		 	N.A.
	       (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)
	 		 	9.01
	       (b)
	 		 	6.07
	       (c)
	 		 	9.04
	 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	  	 	1	  
	 Section 1.02.
	 	Other Definitions	  	 	12	  
	 Section 1.03.
	 	Incorporation by Reference of Trust Indenture Act	  	 	12	  
	 Section 1.04.
	 	Rules of Construction	  	 	12	  
		
	 ARTICLE 2.
	  			
	 THE NOTES
	  			
			
	 Section 2.01.
	 	Amount Unlimited; Issuable in Series	  	 	13	  
	 Section 2.02.
	 	Form; Dating; Execution and Authentication	  	 	15	  
	 Section 2.03.
	 	Registrar and Paying Agent	  	 	16	  
	 Section 2.04.
	 	Paying Agent to Hold Money in Trust	  	 	16	  
	 Section 2.05.
	 	Holder Lists	  	 	17	  
	 Section 2.06.
	 	Transfer and Exchange	  	 	17	  
	 Section 2.07.
	 	Replacement Notes	  	 	20	  
	 Section 2.08.
	 	Outstanding Notes	  	 	20	  
	 Section 2.09.
	 	Treasury Notes	  	 	20	  
	 Section 2.10.
	 	Temporary Notes	  	 	21	  
	 Section 2.11.
	 	Cancellation	  	 	21	  
	 Section 2.12.
	 	Defaulted Interest	  	 	21	  
	 Section 2.13.
	 	CUSIP, ISIN and Other Numbers	  	 	21	  
		
	 ARTICLE 3.
	  			
	 REDEMPTION AND PREPAYMENT
	  			
			
	 Section 3.01.
	 	Notices to Trustee	  	 	22	  
	 Section 3.02.
	 	Selection of Notes to Be Redeemed	  	 	22	  
	 Section 3.03.
	 	Notice of Redemption	  	 	22	  
	 Section 3.04.
	 	Effect of Notice of Redemption	  	 	23	  
	 Section 3.05.
	 	Deposit of Redemption Price	  	 	23	  
	 Section 3.06.
	 	Notes Redeemed in Part	  	 	23	  
	 Section 3.07.
	 	Optional Redemption	  	 	23	  
	 Section 3.08.
	 	Mandatory Redemption	  	 	24	  
	 Section 3.09.
	 	Mandatory Disposition or Redemption Pursuant to Gaming Laws	  	 	24	  


  
 i 









							
		
	 ARTICLE 4.
				
	 COVENANTS
				
			
	 Section 4.01.
		Payment of Notes		 	24	  
	 Section 4.02.
		Maintenance of Office or Agency		 	24	  
	 Section 4.03.
		Reports		 	25	  
	 Section 4.04.
		Compliance Certificate		 	26	  
	 Section 4.05.
		Stay and Extension Laws		 	26	  
	 Section 4.06.
		Corporate Existence		 	26	  
	 Section 4.07.
		Limitation on Status of Investment Company		 	26	  
	 Section 4.08.
		Payment for Consent		 	27	  
		
	 ARTICLE 5.
				
	 SUCCESSORS
				
			
	 Section 5.01.
		Merger, Consolidation and Sale of Assets		 	27	  
	 Section 5.02.
		Successor Corporation Substituted		 	27	  
		
	 ARTICLE 6.
				
	 DEFAULTS AND REMEDIES
				
			
	 Section 6.01.
		Events of Default		 	28	  
	 Section 6.02.
		Acceleration		 	29	  
	 Section 6.03.
		Other Remedies		 	29	  
	 Section 6.04.
		Waiver of Past Defaults		 	29	  
	 Section 6.05.
		Control by Majority		 	30	  
	 Section 6.06.
		Limitation on Suits		 	30	  
	 Section 6.07.
		Rights of Holders of Notes to Receive Payment		 	30	  
	 Section 6.08.
		Collection Suit by Trustee		 	30	  
	 Section 6.09.
		Trustee May File Proofs of Claim		 	31	  
	 Section 6.10.
		Priorities		 	31	  
	 Section 6.11.
		Undertaking for Costs		 	31	  
		
	 ARTICLE 7.
				
	 TRUSTEE
				
			
	 Section 7.01.
		Duties of Trustee		 	32	  
	 Section 7.02.
		Rights of Trustee		 	33	  
	 Section 7.03.
		Individual Rights of Trustee		 	33	  
	 Section 7.04.
		Trustee’s Disclaimer		 	33	  
	 Section 7.05.
		Notice of Defaults		 	34	  
	 Section 7.06.
		Reports by Trustee to Holders of the Notes		 	34	  
	 Section 7.07.
		Compensation and Indemnity		 	34	  
	 Section 7.08.
		Replacement of Trustee		 	35	  
	 Section 7.09.
		Successor Trustee by Merger, etc.		 	36	  
	 Section 7.10.
		Eligibility; Disqualification		 	36	  
	 Section 7.11.
		Preferential Collection of Claims Against Company		 	36	  


  
 ii 









							
		
	 ARTICLE 8.
				
	 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
				
			
	 Section 8.01.
		Option to Effect Legal Defeasance or Covenant Defeasance		 	36	  
	 Section 8.02.
		Legal Defeasance and Discharge		 	36	  
	 Section 8.03.
		Covenant Defeasance		 	37	  
	 Section 8.04.
		Conditions to Legal or Covenant Defeasance		 	37	  
	 Section 8.05.
		Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions		 	38	  
	 Section 8.06.
		Repayment to Company		 	39	  
	 Section 8.07.
		Reinstatement		 	39	  
		
	 ARTICLE 9.
				
	 AMENDMENT, SUPPLEMENT AND WAIVER
				
			
	 Section 9.01.
		Without Consent of Holders of Notes		 	39	  
	 Section 9.02.
		With Consent of Holders of Notes		 	41	  
	 Section 9.03.
		Compliance with Trust Indenture Act		 	42	  
	 Section 9.04.
		Revocation and Effect of Consents		 	42	  
	 Section 9.05.
		Notation on or Exchange of Notes		 	42	  
	 Section 9.06.
		Trustee to Sign Amendments, etc.		 	43	  
	 Section 9.07.
		Reference in Notes to Supplemental Indentures		 	43	  
		
	 ARTICLE 10.
				
	 SUBORDINATION
				
			
	 Section 10.01.
		Agreement to Subordinate		 	43	  
	 Section 10.02.
		Liquidation, Dissolution and Bankruptcy		 	43	  
	 Section 10.03.
		Default on Senior Debt		 	44	  
	 Section 10.04.
		Acceleration of Payment of Notes		 	44	  
	 Section 10.05.
		When Distribution Must Be Paid Over		 	44	  
	 Section 10.06.
		Subrogation		 	44	  
	 Section 10.07.
		Relative Rights		 	45	  
	 Section 10.08.
		Subordination May Not Be Impaired by Company		 	45	  
	 Section 10.09.
		Rights of Trustee and Paying Agent		 	45	  
	 Section 10.10.
		Distribution or Notice to Representative		 	45	  
	 Section 10.11.
		Article 10 Not to Prevent Events of Default or Limit Right to Accelerate		 	45	  
	 Section 10.12.
		Trust Moneys Not Subordinated		 	46	  
	 Section 10.13.
		Trustee Entitled to Rely		 	46	  
	 Section 10.14.
		Trustee to Effectuate Subordination		 	46	  
	 Section 10.15.
		Trustee Not Fiduciary for Holders of Senior Debt		 	46	  
	 Section 10.16.
		Reliance by Holders of Senior Debt on Subordination Provisions		 	46	  
	 Section 10.17.
		Certain Payments		 	47	  


  
 iii 









							
		
	 ARTICLE 11.
				
	 SATISFACTON AND DISCHARGE
				
	 Section 11.01.
		Satisfaction and Discharge		 	47	  
	 Section 11.02.
		Application of Trust Money		 	48	  
		
	 ARTICLE 12.
				
	 MISCELLANEOUS
				
	 Section 12.01.
		Trust Indenture Act Controls		 	48	  
	 Section 12.02.
		Notices		 	48	  
	 Section 12.03.
		Communication by Holders of Notes with Other Holders of Notes		 	49	  
	 Section 12.04.
		Certificate and Opinion as to Conditions Precedent		 	49	  
	 Section 12.05.
		Statements Required in Certificate or Opinion		 	50	  
	 Section 12.06.
		Rules by Trustee and Agents		 	50	  
	 Section 12.07.
		No Personal Liability of Directors, Officers, Employees and Stockholders		 	50	  
	 Section 12.08.
		Governing Law		 	50	  
	 Section 12.09.
		No Adverse Interpretation of Other Agreements		 	50	  
	 Section 12.10.
		Successors		 	51	  
	 Section 12.11.
		Severability		 	51	  
	 Section 12.12.
		Counterpart Originals		 	51	  
	 Section 12.13.
		Table of Contents, Headings, etc.		 	51	  

 EXHIBITS 
  

			
	Exhibit A		FORM OF NOTE
	Exhibit B		FORM OF SUPPLEMENTAL INDENTURE


  
 iv 








 INDENTURE dated as of
                        , 20     by and between Boyd Gaming Corporation, a Nevada corporation (including any
and all successors thereto, the “Company”), and
                                , as trustee (the “Trustee”).

 The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of
the Notes (as defined below): 
 RECITALS 

A. The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance by the Company from time to
time of its debt securities or other evidences of indebtedness (the “Notes”) unlimited as to principal amount to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other
provisions as shall be fixed as in this Indenture provided. 
 B. All things necessary to make this Indenture a valid and legally
binding agreement of the Company, in accordance with its terms, have been done. 
 AGREEMENT 

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Notes or of series thereof, as follows: 
 ARTICLE 1. DEFINITIONS AND INCORPORATION 

BY REFERENCE 
 Section 1.01. Definitions.

 “Additional Assets” means: (1) 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; (2) the costs of improving, restoring, replacing or developing any Property owned by the Company or a Restricted Subsidiary which is used or usable in a Related Business;
or (3) 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 and satisfies
the requirements for a Restricted Subsidiary set forth below in the definition of “Restricted Subsidiary.” 

“Acquired Debt” means, with respect to any specified Person, (1) Indebtedness of another Person and any of such
other Person’s Subsidiaries existing at the time such other Person becomes a Subsidiary of the specified Person or at the time it merges or consolidates with the specified Person or any of the specified Person’s Subsidiaries or is assumed
by the specified Person or any Subsidiary of the specified Person in connection with the acquisition of assets from such other Person and (2) Indebtedness secured by a Lien encumbering any asset acquired by the specified Person, in each case,
to the extent that such Indebtedness is not Incurred by the specified Person or any Subsidiary of the specified Person or such other Person in connection with, or in anticipation or contemplation of, such other Person becoming a Subsidiary of the
specified Person or such acquisition, merger or consolidation. 
 “Additional Interest” means all amounts, if any,
payable pursuant to the provisions relating to additional interest applicable to any series of Notes as the sole remedy for an Event of Default relating to the failure to comply with certain covenants with respect to that series. 







 “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. 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 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. 
 “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. 

“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. 

“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. 

“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 the avoidance of doubt, any lease obligation that would not be
required to be classified and accounted for as a capital lease obligation under GAAP as in effect as of the date hereof shall not be treated as a Capital Lease Obligation even if such lease obligation would be required to be classified and accounted
for as a capital lease obligation under generally accepted accounting principles in the United States as in effect at any time after the date hereof, whether such lease obligation was entered into before or after the date hereof. 

“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. 

  
 2 








 “Clearstream” means Clearstream Banking, S.A. 

“Company” means Boyd Gaming Corporation, a Nevada corporation, and any and all successors thereto. 

“Core Business” means (1) the gaming, card club, racing, sports, entertainment, leisure, amusement, lodging, restaurant,
retail operations, service station operations, riverboat operations, real estate development and all other businesses and activities necessary for or reasonably related or incident thereto, including, without limitation, related acquisition,
construction, development or operation of related truck stop, transportation, retail and other facilities designed to enhance any of the foregoing and online or internet gaming, and (2) any of the types of preexisting businesses being operated
on land acquired (whether by purchase, lease or otherwise) by the Company or any Restricted Subsidiary, or similar types of businesses conducted by the Company or such Restricted Subsidiary after such acquisition of land, and all other businesses
and activities necessary for or reasonably related or incident thereto, provided that such land was acquired by the Company or such Restricted Subsidiary for the purpose, determined in good faith by the Company, of ultimately conducting a
business or activity described in clause (1) above at some time in the future. 
 “Corporate Trust Office of the
Trustee” shall be at the address of the Trustee specified in Section 12.02 or such other address as to which the Trustee may give notice to the Company. 

“Credit Facility” means (i) the Third Amended and Restated Credit Agreement, dated as of August 14, 2013, by and
among the Company, the financial institutions named therein, Bank of America, National Association, as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as swing line lender, as amended, restated,
supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending
the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or
indentures or increasing or decreasing the amount loaned or issued thereunder or altering the maturity thereof and (ii) whether or not the Credit Agreement referred to in clause (i) remains outstanding, if designated by the Company to be
included in the definition of “Credit Facility,” one or more (a) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to
lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (b) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or
bank guarantees or bankers’ acceptances), or (c) instruments or agreements evidencing any other Indebtedness (including without limitation any Sale/Leaseback Transaction), in each case, with the same or different borrowers or issuers and,
in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“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. 

  
 3 








 “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, which 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 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
$             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 (as such term is defined in the definition of Qualified
Investment), 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 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. 
 “Domestic Subsidiary”
means any Restricted Subsidiary of the Company that was formed under the laws of the United States of America or any state of the United States of America or the District of Columbia. 

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system. 

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

“Fair Market Value” means with respect to any Property, the price which could be negotiated in an arm’s-length free
market transaction, 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: (1) if such Property has a
Fair Market Value of $25,000,000 or less, by any Officer of the Company; or (2) if such Property has a Fair Market Value in excess of $25,000,000, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within 30 days
of the relevant transaction (or the date of the written agreement with respect to such transaction). 

  
 4 








 “GAAP” means accounting principles generally accepted in the United
States of America 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, Louisiana State Racing Commission, 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), authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever 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, gas stations, retail shops, convenience stores, spa, land, golf courses, hunting facilities, sporting clay 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, 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 issued in accordance with Section 2.01, 2.06(b)(ii), 2.06(d) or 2.06(f). 

“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. 

  
 5 








 “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,” “Incurable” and “Incurring” shall have meanings correlative to the foregoing). e. 

“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) 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 pay-in-kind interest or accrued interest or earn out obligations or other
contingent consideration 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 this Indenture, as amended or supplemented from time to time. The term “Indenture” shall
also include the terms of a particular series of Notes established as contemplated by Section 2.01. 
 “Indirect
Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 

  
 6 








 “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 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. Notwithstanding the foregoing, the purchase or acquisition of any securities, Indebtedness or
Additional Assets of any other Person solely with Capital Stock (other than Disqualified Stock) shall not be deemed to be an Investment. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the Cities of New York, New York
and Las Vegas, Nevada 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. 
 “Marketable Security” means any common stock, debt security or other security of a Person which is (or
will, upon distribution thereof, be) listed on the New York Stock Exchange, Inc., the American Stock Exchange, NASDAQ or any other national securities exchange registered under Section 6 of the Securities Act or approved for quotation in any
system of automated dissemination of quotations of securities prices in the United States of America or for which there is a recognized market maker or trading market. 

“NASDAQ” means the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market. 

  
 7 








 “Notes” has the meaning assigned to it in the Recitals to this Indenture. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness. 
 “Offering” means the offering of the
Notes by the Company. 
 “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. The
counsel may be an employee of or counsel to the Company or the Trustee. 
 “Original Issue Discount Note”
means any Note which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02. 

“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 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


  
 8 








 
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, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and with respect to DTC, shall include Euroclear and Clearstream). 

“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. 
 “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). 

“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 Core Business or a Related Business; provided that: (1) 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; (2) the Company and any of its Restricted Subsidiaries at
the time of the Investment (A) own in the aggregate at least 35.0% of the outstanding Voting Stock of such Person or (B) (i) control the day-to-day gaming operation of such Person pursuant to a written agreement and (ii) provide
or have provided Development Services with respect to the applicable Qualified Facility; and (3) 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. 

“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. 

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Debt of the Company. 

  
 9 








 “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. 
 “Restricted Subsidiary” means any Subsidiary of the Company that (a) has not been designated
by the Board of Directors of the Company as an Unrestricted Subsidiary, or (b) 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. 
 “SEC” means the Securities and Exchange Commission. 

“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. 

“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 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; and 
 (iv) 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); 

  
 10 








 (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. 

“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 by its terms to any other subordinated Indebtedness or other obligation of the Company which is not Senior Debt. 

“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 security at the option of the holder thereof upon the happening of
any contingency unless such contingency has occurred). 
 “Subordinated Obligation” means any Indebtedness (whether
outstanding on the date of this Indenture 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 (1), such Person, (2) such Person and one or more Subsidiaries of such Person, or (3) 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. 
 “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 in compliance with the Indenture) and (ii) any Subsidiary of an Unrestricted Subsidiary. 

“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). 

  
 11 








 Section 1.02. Other Definitions. 

 

					
	 Term
	 	Defined in
Section	 
	 “Authentication Order”
	 	 	2.02	  
	 “Covenant Defeasance”
	 	 	8.03	  
	 “DTC”
	 	 	2.03	  
	 “Event of Default”
	 	 	6.01	  
	 “Legal Defeasance”
	 	 	8.02	  
	 “Paying Agent”
	 	 	2.03	  
	 “Payment Blockage Notice”
	 	 	10.03	  
	 “Payment Blockage Period”
	 	 	10.03	  
	 “pay the Notes”
	 	 	10.03	  
	 “Registrar”
	 	 	2.03	  
	 “Successor”
	 	 	5.01	  

 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; 

(e) provisions apply to successive events and transactions; 

  
 12 








 (f) references to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement or 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. 
 ARTICLE 2. THE NOTES

 Section 2.01. Amount Unlimited; Issuable in Series. 

The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. 

The Notes may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to
Section 2.02, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Notes of any series: 

(a) the title of the Notes of the series, including CUSIP number(s) (which shall distinguish the Notes of the series from Notes of any other
series); 
 (b) any limit upon the aggregate principal amount of the Notes of the series which may be authenticated and delivered under this
Indenture (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of the series pursuant to Section 2.06, 2.07, 2.10, 3.06 or 9.07 and except for any Notes which, pursuant
to Section 2.02, are deemed never to have been authenticated and delivered hereunder); 
 (c) the Person to whom any interest on a Note
of the series shall be payable, if other than the Person in whose name that Note (or one or more predecessor Notes) is registered at the close of business on the record date for such interest; 

(d) the date or dates on which the principal of any Notes of the series is payable; 

(e) the rate or rates at which any Notes of the series shall bear interest, if any, the date or dates from which any such interest shall
accrue, the interest payment dates on which any such interest shall be payable and the record date for any such interest payable on any interest payment date; 

(f) the place or places where the principal of and any premium and interest on any Notes of the series shall be payable; 

(g) the period or periods within which, the price or prices at which and the terms and conditions upon which any Notes of the series may be
redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Notes shall be evidenced; 

(h) if the amount of principal of or any premium or interest on any Notes of the series may be determined with reference to a financial or
economic measure or pursuant to a formula, the manner in which such amounts shall be determined; 

  
 13 








 (i) if other than the entire principal amount thereof, the portion of the principal amount of any
Notes of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02; 
 (j) if
the principal amount payable at the Stated Maturity of any Notes of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Notes as of any
such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated
Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); 
 (k) if other than
by a Board Resolution, the manner in which any election by the Company to defease any Notes of the series pursuant to Section 8.02 or Section 8.03 shall be evidenced; or, that the Notes of the series, in whole or any specified part, shall
not be defeasible pursuant to Section 8.02 or Section 8.03 or both such Sections; 
 (l) if applicable, that any Notes of the
series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security
in addition to or in lieu of that set forth in Section 2.06(f) and any circumstances in addition to or in lieu of those set forth in Section 2.06 in which any such Global Security may be exchanged in whole or in part for Notes registered,
and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Note or a nominee thereof; 

(m) any addition to or change in the Events of Default which apply to any Notes of the series and any change in the right of the Trustee or the
requisite Holders of such Notes to declare the principal amount thereof due and payable pursuant to Section 6.02; 
 (n) any addition
to, deletion from or change in the covenants set forth in Article 4 which apply to Notes of the series; 
 (o) provisions, if any, with
regard to the conversion or exchange of the Notes of the series, at the option of the Holders thereof or the Company, as the case may be, for or into new Notes of a different series, Marketable Securities or other securities; 

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

(q) if the Notes of the series shall be guaranteed, the terms and conditions of such note guarantees and provisions for the accession of the
guarantors to certain obligations hereunder; and 
 (r) any other terms of the series. 

All Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.02) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Notes of any one
series need not be issued at one time and, unless otherwise provided in or pursuant to the Board Resolution referred to above and (subject to Section 2.02) set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto with respect to a series of Notes, additional Notes of a series may be issued, at the option of the Company, without the consent of any Holder, at any time and from time to time. 

  
 14 








 If any of the terms of the series are established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the
series. If all of the Notes of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Note of such series,
but an appropriate record of such action shall be delivered at or before the time of issuance of the first Note of such series 
 Section 2.02.
Form; Dating; Execution and Authentication. 
 (a) General. The Notes and the Trustee’s certificate of authentication shall
be substantially in the form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as
may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. If the form of Notes of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Authentication Order contemplated by Section 2.02(d) for the authentication and
delivery of such Notes. If all of the Notes of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Note
of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Note of such series. 

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 such Note shall govern and be controlling. 

(b) Global Notes. 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. 

(c) Execution. At least one Officer shall sign the Notes for the Company by manual or facsimile signature. 

  
 15 








 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. 
 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. 
 (d)
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. 

 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, interest or Additional Interest, if any, on the Notes, and will notify the Trustee of any
default by the Company in making any such payment. The Trustee and any Paying Agent (other than the Company) may assume that no Additional Interest is payable unless it has received written notice from the Company or a Holder that Additional
Interest is due and payable. 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. 

  
 16 








 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 will be
exchangeable 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) there has occurred and is continuing an Event of Default with respect to the
Notes of the applicable series or (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. Upon the
occurrence of the preceding events in (i), (ii) or (iii) 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. 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, 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); provided however, beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b) or (c). Neither the Company nor the Trustee shall be liable for any delay by the Holder of a Global Note or the Depositary in identifying holders of beneficial interests in the Global Notes. 

(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  

  
 17 








 
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 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). 
 (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), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g), 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) 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 a 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: 

  
 18 








 “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.” 
 (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. 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, 3.06 and 9.05). 

(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 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. 

  
 19 








 (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. 
 (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, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided 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).

 If a Note is replaced pursuant to Section 2.07, 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,
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. 

  
 20 








 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 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. 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, ISIN and Other Numbers. 

The Company in issuing the Notes may use “CUSIP”, “ISIN” or other such numbers (if then generally in use) and, if it
does so, the Trustee shall use the CUSIP, ISIN or other such 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, ISIN or other such 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 and any such redemption or exchange shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers. 

  
 21 








 ARTICLE 3. REDEMPTION AND PREPAYMENT 

Section 3.01. Notices to Trustee. 

If the Company elects to redeem Notes of any series pursuant to the optional redemption provisions of such Note and Section 3.07, 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 series of
Notes to be redeemed, (iii) the redemption date, (iv) the principal amount of Notes to be redeemed and (v) the redemption price. 

Section 3.02. Selection of Notes to Be Redeemed. 

If less than all of the Notes of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall
select the Notes of such series 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;
provided that as long as DTC serves as Depositary for a Global Note, any redemption shall comply with DTC’s procedural requirements with respect to such note. 

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 $2,000 or whole multiples of $1,000; except that if all of the Notes of a Holder of such series are to be redeemed, the
entire outstanding amount of Notes of such series 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. 

At least 15 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; except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice issued is in connection with a defeasance of the
Notes or a satisfaction and discharge of the Indenture. 
 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 $2,000 or integral multiples of $1,000 in excess 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; 

  
 22 








 (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 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. 

A notice of redemption may be conditional. 

Section 3.05. Deposit of Redemption Price. 

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. 
 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 the Note, the Company shall not have the option to redeem the Notes. 

(b) Any optional redemption provided for in the Note shall be made pursuant to the provisions of Section 3.01 through 3.06. 

  
 23 








 Section 3.08. Mandatory Redemption. 

The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes of any series unless
established by or pursuant to a Board Resolution or Officers’ Certificate creating such series or in one or more indentures supplemental hereto. 

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). 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 such 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,
qualification or finding of suitability 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 licensure, qualification, finding of suitability 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, interest and Additional Interest, if
any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, interest and Additional Interest, if any, 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 available funds and designated for and sufficient to pay all such amounts. 

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. 

  
 24 








 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
Trustee and 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 Section 4.03(a) 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 reason, the Company will post the reports referred to in Section 4.03(a) and (b) on its website within the time periods that
would apply if the Company were required to file those reports with the SEC. 
 (d) Notwithstanding the foregoing, the Company will be deemed
to have furnished such reports referred to above to the Trustee and the Holders of Notes if (i) the Company has filed (or, in the case of a Form 8-K, furnished) such reports with the SEC via the EDGAR filing system and such reports are publicly
available, or (ii) the reports are posted on the Company’s website. 
 (e) If at any time the Company is no longer subject to the
reporting requirements under the Exchange Act, for so long as any Notes remain outstanding, the Company shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act. 

  
 25 








 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. Corporate Existence. 

Subject to Article 5, 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 4.07. Limitation on Status of Investment
Company. 
 The Company shall not, and shall not permit any of its Restricted 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. 

  
 26 








 Section 4.08. 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 of the same series of Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 

ARTICLE 5. SUCCESSORS 
 Section 5.01.
Merger, Consolidation and Sale of Assets. 
 Unless otherwise specified in Section 4.02 or in a supplemental indenture
hereto, nothing contained in this Indenture or in any of the Notes shall prevent the Company from merging or consolidating with or into any other entity or in one transaction or a series of related transactions selling, conveying, assigning,
transferring, leasing or otherwise disposing of all or substantially all of its Property. The Company hereby covenants and agrees that (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 shall expressly assume, 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, interest and Additional Interest, if any, 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 Gaming Licenses required to operate all Gaming Facilities to be owned by such Successor; and (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. 
 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, the Successor 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 and not to the Company), and may exercise every right and power of the Company under this Indenture with the
same effect as if the Successor 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. 

  
 27 








 ARTICLE 6. DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. 
 An
“Event of Default” occurs with respect to Notes of any series if: 
 (a) the Company defaults in the payment of interest (including
Additional Interest, if any) on any of the Notes of that series when it becomes due and payable and such default continues for a period of 30 days, whether or not prohibited by Article 10; 

(b) the Company defaults in the payment when due of principal of or premium, if any, on any Note of that series when due at maturity, upon
acceleration, required purchase or otherwise, whether or not prohibited by Article 10; 
 (c) the Company fails to observe, perform or comply
with the covenants and agreements of Section 5.01; 
 (d) the Company fails to observe, perform or comply with any of the other
covenants and agreements with respect to that series in this Indenture or the Notes, and such failure to observe, perform or comply continues for a period of 60 days (or 90 days with respect to Section 4.03) after receipt by the Company of a
written notice from the Trustee or the Holders of at least 30% in aggregate principal amount of Notes of that series then outstanding voting as a single class; 

(e) the Company 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; 

(f) a court of competent jurisdiction enters an order or decree with respect to the Company under any Bankruptcy Law that: 

(i) is for relief against the Company in an involuntary case; 

(ii) appoints a custodian of such Person or for all or substantially all of the property of the Company; or 

(iii) orders the liquidation of the Company; 

and the order or decree remains unstayed and in effect for 60 consecutive days; and 

(g) any other Event of Default provided with respect to Notes of that series. 

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. 

  
 28 








 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. 

Subject to the terms of any supplemental indenture hereto for a series of Notes, if an Event of Default with respect to the Notes of any
series (other than an Event of Default resulting from Section 6.01(e) or (f)) shall have occurred and be continuing, the Trustee or the Holders of not less than 30% in aggregate principal amount of the Notes then outstanding for that series
(or, if any Notes of that series are Original Issue Discount Notes, such portion of the principal amount of such Notes as may be specified by the terms thereof) may accelerate the maturity of all the Notes of such series by a notice in writing to
the Company (and to the Trustee, if given by the Holders) specifying the Event of Default and that it is a “notice of acceleration” and on the fifth Business Day after delivery of such notice, the principal amount, together with any
accrued and unpaid interest and premium, if any, on all of the Notes of such series then outstanding, will become immediately due and payable. In case an Event of Default resulting from Section 6.01(e) or (f) shall occur, the Notes then
outstanding of each series (including any accrued interest and, if applicable, Additional Interest, thereon) shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders; provided,
however, that, the Holders of a majority in aggregate principal amount of the Notes then outstanding of that series, may, by written notice to the Trustee, rescind and annul such acceleration with respect to that series if all Events of
Default, other than the nonpayment of accelerated principal, premium, if any, or interest on the Notes of such series, have been cured or waived as provided in this Indenture and such rescission and annulment would not conflict with any judgment or
decree.  
 Section 6.03. Other Remedies. 

If an Event of Default occurs and is continuing with respect to a series, the Trustee may pursue any available remedy to collect the payment of
principal and interest on the Notes of that series or to enforce the performance of any provision of the Notes or this Indenture with respect to that series. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes of that series 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 of any series then outstanding by notice to the Trustee may waive an existing
Default with respect to that series and its consequences hereunder except (i) a Default in the payment of principal of or interest on a Note of that series or (ii) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each affected Holder of Notes of the same series. 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. 

  
 29 








 Section 6.05. Control by Majority. 

Holders of a majority in principal amount of the then outstanding Notes of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy with respect to that series available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the
Trustee determines may be prejudicial to the rights of other Holders of such series 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 30% in principal amount of the then outstanding Notes of the same series make a written request to the Trustee to
pursue the remedy; 
 (c) such Holder of a Note or Holders of Notes of such series offer and, if requested, provide to the Trustee reasonable
indemnity 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 of such series 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 of the same series or to obtain a preference
or priority over another Holder of a Note of the same series. 
 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 of any series to receive payment of principal,
premium, Additional Interest, if any, and interest on such Note, on or after the respective due dates expressed in such 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 of all series 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. 

  
 30 








 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 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. 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 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, 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, Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the applicable Notes for principal, premium, Additional
Interest, if any, 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, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes of any series. 

  
 31 








 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. 
 (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 7.01. 

(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. 

  
 32 








 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. 
 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. 

  
 33 








 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 of all applicable series a notice of the Default or 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 of such series. 

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 Notes of any series 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 or particular series of Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 

  
 34 








 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(e) or (f) 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 of any series may remove the Trustee as to such series 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; 

(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 of any series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee
for such series of Notes. 
 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. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 

  
 35 








 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 its option evidenced by an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 be
applied to all outstanding Notes or any series of Notes upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02.
Legal Defeasance and Discharge. 
 Upon the Company’s exercise under Section 8.01 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, be deemed to have been discharged from its obligations with respect to all outstanding Notes of such series 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 of such series , which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under Notes of such series and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments  

  
 36 








 
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 of such
series to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, Additional Interest, if any, and interest on such Notes when such
payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in
connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03. 

Section 8.03. Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 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, be released from its obligations under the covenants contained in Sections 4.06 through the end of Article 4 and Article 5 and any other covenants specified in an indenture
supplemental hereto with respect to the outstanding Notes of such series on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of such series shall
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of Notes of such series (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 of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in 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, 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 of the option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04, Sections 6.01(c) through 6.01(h), except for Sections 6.01(e) and 6.01(f) 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 to the outstanding Notes of any series: 

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, if any, Additional
Interest, if any, and interest on all outstanding Notes of such series 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; 

  
 37 








 (b) in the case of an election under Section 8.02, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a 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 of such series 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, the Company shall have delivered to the Trustee an
Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the beneficial owners of the outstanding Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(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 8 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 or others; 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, as applicable, 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, 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 in respect of the outstanding Notes of any series 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, Additional Interest, 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 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 such outstanding Notes. 


  
 38 








 Anything in this Article 8 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. Government Obligations held by it as provided in Section 8.04 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)), 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, Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, Additional Interest, 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, 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 applicable Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 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, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, Additional Interest, if any, or interest on any such Note 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, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any
Holder of a Note to: 
 (a) cure any ambiguity, defect, mistake, omission or inconsistency as evidenced in an Officers’ Certificate;

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

(d) add Guarantees with respect to the Notes and to release such Guarantees when required or permitted by the terms of this Indenture; 

  
 39 








 (e) secure the Notes; 

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

(g) make any change that would provide any additional rights or benefits to the Holders of all or any series of the Notes (and if such
additional rights or benefits are to be for the benefit of less than all series of Notes, stating that such additional rights or benefits are expressly being included solely for the benefit of such series) or that does not adversely affect the legal
rights hereunder of any Holder; 
 (h) comply with the requirements of applicable Gaming Laws or to provide for requirements imposed by
applicable Gaming Authorities; 
 (i) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture
under the TIA; 
 (j) conform the text of this Indenture or the Notes to any provision of the “Description of Notes” contained in
any Prospectus or Supplemental Prospectus relating to the initial offering of all or any series 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; 
 (k) establish the form or terms of Notes of any series as permitted by Sections 2.01; 

(l) evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more series and
to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08; 

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

(n) provide for the terms and conditions of conversion into any Marketable Securities of the Notes of any series which are convertible into
Marketable Securities; and 
 (o) add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of
Notes, provided that any such addition, change or elimination (i) shall neither (A) apply to any Note 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 Note with respect to such provision or (ii) shall become effective only when there is no Note described in clause (i) Outstanding. 

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, 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. 

  
 40 








 Section 9.02. With Consent of Holders of Notes. 

Except as provided 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 each series of the Notes affected by such amendment or supplement 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, 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, Additional Interest, if any, or interest on the Notes of that series, 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 of the affected series 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 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, 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. 
 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 of this Indenture 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, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 

(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; 

(e) impair the right of any Holder to receive payment of principal of, or interest, premium or Additional Interest, if any, 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 (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration); 

  
 41 








 (f) make any Note payable in money other than that stated in the Notes; 

(g) make any change to Article 10 that would adversely affect the Holders; or 

(h) make any change in Section 6.04 or 6.07 or in the foregoing amendment and waiver provisions. 

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


  
 42 








 Section 9.06. Trustee to Sign Amendments, etc. 

The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 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) shall be fully protected in relying upon, in addition to the documents required by Section 12.04, an Officers’ 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.

 Notes of any series 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 of any series 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 of such series. 

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 10, 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 10 shall be
subject to Section 10.12. 
 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 10 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. 

  
 43 








 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. 

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 10 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 10 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. 

  
 44 








 Section 10.07. Relative Rights. 

This Article 10 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 10. 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 do the same with like rights. The Trustee shall be entitled to
all the rights set forth in this Article 10 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 7 shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article 10 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 10 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 10 shall not be construed as preventing the
occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes. 

  
 45 








 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 8 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 10, 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 10, 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 10. 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 10, 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 10, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 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 10. 
 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 Holders and holders of Senior Debt of the Company as provided in this Article 10 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 10 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. 

  
 46 








 Section 10.17. Certain Payments. 

Nothing in this Article 10 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 of a series issued hereunder, when: 

 

	(1)	either: 

  

	 	(a)	all Notes of such series that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes of such series 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 of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing 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 of such series not delivered to the Trustee for cancellation for principal, premium, if any,
Additional Interest, if any, and accrued interest to the date of maturity or redemption; 

  

	(2)	other than with respect to a discharge when the Notes of such series 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 (other than a Default or Event of Default resulting from the borrowing of funds to be applied to 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 of such series 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. Upon compliance with the foregoing, the Trustee shall execute proper instrument(s) acknowledging the satisfaction and discharge of all of the Company’s obligations under the Notes of
the applicable series and this Indenture. 

  
 47 








 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), interest and Additional Interest, if any, 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, interest and Additional Interest, if any, 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. 
 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), telecopier or overnight air courier guaranteeing next day delivery, to the other’s address, as follows: 

If to the Company: 
 Boyd Gaming
Corporation 
 3883 Howard Hughes Parkway, 9th Floor 

Las Vegas, Nevada 89169 

Telecopier No.: (702) 792-7214 

Attention: Josh Hirsberg 
 and

 Telecopier No.: (702) 696-1114 

Attention: Brian A. Larson, Esq. 

  
 48 








 With a copy to: 

Morrison & Foerster LLP 

250 West 55th Street 

New York, NY 10109 
 Telecopier
No.: (212) 903-3644 
 Attention: Geoffrey R. Peck 

If to the Trustee: 

_________________________ 

_________________________ 

_________________________ 

_________________________ 

Telecopier No.: ______________ 

Attention: _____________ 
 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 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). 
 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) 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 

  
 49 








 (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) 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 or her
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 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. 

  
 50 








 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. Unless otherwise indicated, references in this Indenture to Articles and Sections are to the articles and
sections of this Indenture. 
 [Signatures on following page] 

  
 51 








 
			
	SIGNATURES
	
	BOYD GAMING CORPORATION, a Nevada corporation
		
	By:		  

	Name:		  

	Title:		  

	
	[INSERT NAME OF TRUSTEE]
		
	By:		  

	Name:		  

	Title:		  




  
 52