EX-4.1



 EXHIBIT 4.1 

EXECUTION VERSION 
 PNK
ENTERTAINMENT, INC., 
 and 

Deutsche Bank Trust Company Americas, 

as Trustee 
 5.625%
SENIOR NOTES DUE 2024 
 INDENTURE 

Dated as of April 28, 2016 







 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
	 311(a)
	  	7.11
	       (b)
	  	7.11
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06; 7.07
	       (c)
	  	7.06; 12.02
	       (d)
	  	7.06
	 314(a)
	  	4.03; 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)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.09
	       (b)
	  	2.04
	 318(a)
	  	12.01
	       (b)
	  	N.A.
	       (c)
	  	12.01

 N.A. means not applicable. 

	 	•	 	This Cross-Reference Table is not part of this Indenture. 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	ARTICLE I	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 Section 1.01
	 	Definitions	  	 	1	  
	 Section 1.02
	 	Other Definitions	  	 	47	  
	 Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	 	48	  
	 Section 1.04
	 	Rules of Construction	  	 	48	  
	
	ARTICLE II	  
	
	THE NOTES	  
			
	 Section 2.01
	 	Form and Dating	  	 	49	  
	 Section 2.02
	 	Execution and Authentication	  	 	50	  
	 Section 2.03
	 	Registrar and Paying Agent	  	 	50	  
	 Section 2.04
	 	Paying Agent To Hold Money in Trust	  	 	51	  
	 Section 2.05
	 	Holder Lists	  	 	51	  
	 Section 2.06
	 	Transfer and Exchange	  	 	51	  
	 Section 2.07
	 	Replacement Notes	  	 	64	  
	 Section 2.08
	 	Outstanding Notes	  	 	64	  
	 Section 2.09
	 	Treasury Notes	  	 	65	  
	 Section 2.10
	 	Temporary Notes	  	 	65	  
	 Section 2.11
	 	Cancellation	  	 	65	  
	 Section 2.12
	 	Defaulted Interest	  	 	66	  
	 Section 2.13
	 	Issuance of Additional Notes	  	 	66	  
	 Section 2.14
	 	Designation	  	 	67	  
	 Section 2.15
	 	CUSIP Numbers	  	 	67	  
	
	ARTICLE III	  
	
	REDEMPTION AND PREPAYMENT	  
			
	 Section 3.01
	 	Notices to Trustee	  	 	67	  
	 Section 3.02
	 	Selection of Notes To Be Redeemed	  	 	68	  
	 Section 3.03
	 	Notice of Redemption	  	 	68	  
	 Section 3.04
	 	Effect of Notice of Redemption	  	 	69	  
	 Section 3.05
	 	Deposit of Redemption or Purchase Price	  	 	70	  
	 Section 3.06
	 	Notes Redeemed or Purchased in Part	  	 	70	  
	 Section 3.07
	 	Optional Redemption and Gaming Redemption	  	 	70	  
	 Section 3.08
	 	Special Mandatory Redemption	  	 	72	  
	 Section 3.09
	 	Offer To Purchase by Application of Excess Proceeds	  	 	72	  









							
	
	ARTICLE IV	  
	
	COVENANTS	  
			
	 Section 4.01
	 	Payment of Notes	  	 	74	  
	 Section 4.02
	 	Maintenance of Office or Agency	  	 	74	  
	 Section 4.03
	 	Reports	  	 	75	  
	 Section 4.04
	 	Compliance Certificate	  	 	75	  
	 Section 4.05
	 	Taxes	  	 	76	  
	 Section 4.06
	 	Stay, Extension and Usury Laws	  	 	76	  
	 Section 4.07
	 	Restricted Payments	  	 	76	  
	 Section 4.08
	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	 	82	  
	 Section 4.09
	 	Incurrence of Indebtedness and Issuance of Preferred Stock	  	 	85	  
	 Section 4.10
	 	Asset Sales	  	 	90	  
	 Section 4.11
	 	Transactions with Affiliates	  	 	93	  
	 Section 4.12
	 	Liens	  	 	96	  
	 Section 4.13
	 	Corporate Existence	  	 	97	  
	 Section 4.14
	 	Offer To Repurchase upon Change of Control and Rating Decline	  	 	97	  
	 Section 4.15
	 	Subordinated Debt; Guarantees of Debt Securities	  	 	99	  
	 Section 4.16
	 	Master Lease.	  	 	100	  
	 Section 4.17
	 	Designation of Restricted and Unrestricted Subsidiaries	  	 	100	  
	 Section 4.18
	 	Business Activities	  	 	100	  
	 Section 4.19
	 	Payment of Liquidated Damages	  	 	100	  
	 Section 4.20
	 	Suspension of Certain Covenants	  	 	101	  
	
	ARTICLE V	  
	
	SUCCESSORS	  
			
	 Section 5.01
	 	Merger, Consolidation or Sale of Assets	  	 	102	  
	 Section 5.02
	 	Successor Corporation Substituted	  	 	103	  
	
	ARTICLE VI	  
	
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01
	 	Events of Default	  	 	104	  
	 Section 6.02
	 	Acceleration	  	 	106	  
	 Section 6.03
	 	Other Remedies	  	 	107	  
	 Section 6.04
	 	Waiver of Past Defaults	  	 	107	  
	 Section 6.05
	 	Control by Majority	  	 	107	  
	 Section 6.06
	 	Limitation on Suits	  	 	107	  
	 Section 6.07
	 	Rights of Holders of Notes To Receive Payment	  	 	108	  
	 Section 6.08
	 	Collection Suit by Trustee	  	 	108	  
	 Section 6.09
	 	Trustee May File Proofs of Claim	  	 	108	  
	 Section 6.10
	 	Priorities	  	 	109	  
	 Section 6.11
	 	Undertaking for Costs	  	 	109	  


  
 ii 









							
	
	ARTICLE VII	  
	
	TRUSTEE	  
			
	 Section 7.01
	 	Duties of Trustee	  	 	110	  
	 Section 7.02
	 	Rights of Trustee	  	 	111	  
	 Section 7.03
	 	Individual Rights of Trustee	  	 	112	  
	 Section 7.04
	 	Trustee’s Disclaimer	  	 	112	  
	 Section 7.05
	 	Notice of Defaults	  	 	112	  
	 Section 7.06
	 	Reports by Trustee to Holders of the Notes	  	 	112	  
	 Section 7.07
	 	Compensation and Indemnity	  	 	113	  
	 Section 7.08
	 	Replacement of Trustee	  	 	114	  
	 Section 7.09
	 	Successor Trustee by Merger, etc.	  	 	115	  
	 Section 7.10
	 	Eligibility; Disqualification	  	 	115	  
	 Section 7.11
	 	Preferential Collection of Claims Against Company	  	 	115	  
	
	ARTICLE VIII	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01
	 	Option To Effect Legal Defeasance or Covenant Defeasance	  	 	115	  
	 Section 8.02
	 	Legal Defeasance and Discharge	  	 	115	  
	 Section 8.03
	 	Covenant Defeasance	  	 	116	  
	 Section 8.04
	 	Conditions to Legal or Covenant Defeasance	  	 	116	  
	 Section 8.05
	 	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	  	 	118	  
	 Section 8.06
	 	Repayment to Company	  	 	118	  
	 Section 8.07
	 	Reinstatement	  	 	119	  
	
	ARTICLE IX	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 Section 9.01
	 	Without Consent of Holders of Notes	  	 	119	  
	 Section 9.02
	 	With Consent of Holders of Notes	  	 	120	  
	 Section 9.03
	 	Compliance with Trust Indenture Act	  	 	122	  
	 Section 9.04
	 	Revocation and Effect of Consents	  	 	122	  
	 Section 9.05
	 	Notation on or Exchange of Notes	  	 	122	  
	 Section 9.06
	 	Trustee To Sign Amendments, etc.	  	 	122	  
	
	ARTICLE X	  
	
	SUBSIDIARY GUARANTEES	  
			
	 Section 10.01
	 	Guarantee	  	 	123	  
	 Section 10.02
	 	Discharge of Subsidiary Guarantee.	  	 	124	  
	 Section 10.03
	 	Limitation on Guarantor Liability	  	 	124	  


  
 iii 









							
	 Section 10.04
	 	Execution and Delivery of Subsidiary Guarantee and Supplemental Indenture	  	 	124	  
	 Section 10.05
	 	Guarantors May Consolidate, etc., on Certain Terms	  	 	125	  
	 Section 10.06
	 	Releases Following Sale	  	 	126	  
	ARTICLE XI	  
	SATISFACTION AND DISCHARGE	  
	 Section 11.01
	 	Satisfaction and Discharge	  	 	126	  
	 Section 11.02
	 	Application of Trust Money	  	 	127	  
	ARTICLE XII	  
	MISCELLANEOUS	  
	 Section 12.01
	 	Trust Indenture Act Controls	  	 	128	  
	 Section 12.02
	 	Notices	  	 	128	  
	 Section 12.03
	 	Communication by Holders of Notes with Other Holders of Notes	  	 	129	  
	 Section 12.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	129	  
	 Section 12.05
	 	Statements Required in Certificate or Opinion	  	 	130	  
	 Section 12.06
	 	Rules by Trustee and Agents	  	 	130	  
	 Section 12.07
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	130	  
	 Section 12.08
	 	Governing Law and Waiver of Jury Trial	  	 	130	  
	 Section 12.09
	 	No Adverse Interpretation of Other Agreements	  	 	131	  
	 Section 12.10
	 	Successors	  	 	131	  
	 Section 12.11
	 	Severability	  	 	131	  
	 Section 12.12
	 	Counterpart Originals	  	 	132	  
	 Section 12.13
	 	Table of Contents, Headings, etc.	  	 	132	  
	 Section 12.14
	 	Force Majeure	  	 	132	  
	 Section 12.15
	 	U.S.A. Patriot Act	  	 	132	  
			
	 EXHIBITS
	 		  			
	 Exhibit A
	 	FORM OF NOTE	  			
	 Exhibit B
	 	FORM OF CERTIFICATE OF TRANSFER	  			
	 Exhibit C
	 	FORM OF CERTIFICATE OF EXCHANGE	  			
	 Exhibit D
	 	FORM OF SUBSIDIARY GUARANTEE	  			
	 Exhibit E
	 	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS	  			


  
 iv 








 INDENTURE dated as of April 28, 2016 between PNK Entertainment, Inc. (which will immediately
following the Merger (as defined below) be renamed “Pinnacle Entertainment, Inc.”), a Delaware corporation (the “Company”), and Deutsche Bank Trust Americas, a New York banking corporation, 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
5.625% Senior Notes due 2024 (the “Notes”) in the form of Initial Notes (as defined below), and, if and when issued, such Additional Notes (as defined below) that the Company may from time to time choose to issue pursuant to this
Indenture, in each case issuable as provided in this Indenture. References herein to the “Notes” shall include the Initial Notes and the Additional Notes. All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes, when executed by the Company, and authenticated and delivered by the Trustee hereunder and duly issued by the
Company, valid and legally binding obligations of the Company. 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 
 “ACDL
Entity” means any of (i) Asian Coast Development (Canada) Ltd., a British Columbia corporation, (ii) Ho Tram Project Company Limited, a Vietnamese limited liability company, (iii) any Person (other than the Company or any
Restricted Subsidiary) that is an Affiliate of the foregoing, and (iv) successors to any of the foregoing. 
 “ACDL
Investment” means any Investment (i) in an ACDL Entity (whether made directly or through one or more Unrestricted Subsidiaries) or (ii) in any other Person (including without limitation any Vietnam Subsidiary) made in connection
with any development, construction, acquisition, management, operation, licensing or other business activity with, involving or relating to any ACDL Entity. 

“Acquired Debt” means, with respect to any specified Person: 

(a) Indebtedness, Disqualified Stock, or preferred stock of any other Person existing at the time such other Person is merged,
acquired, consolidated or amalgamated with or into or becomes a Restricted Subsidiary (including by designation) of such specified Person, whether or not such Indebtedness, Disqualified Stock, or preferred stock is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and 

(b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided that such Lien was
not incurred in connection with such acquisition; 







 provided that, for the avoidance of doubt, if such Indebtedness, Disqualified Stock, or preferred stock is
redeemed, repurchased, retired, discharged, defeased (whether by covenant or legal defeasance) or otherwise acquired (or if irrevocable deposit has been made for the purpose of such redemption, repurchase, retirement, discharge, defeasance (whether
covenant or legal) or other acquisition) at the time, or substantially concurrently with the consummation, of the transaction by which such Person is merged, acquired, consolidated or amalgamated with or into or became a Restricted Subsidiary
(including by designation) of such specified Person, then such Indebtedness, Disqualified Stock, or preferred stock shall not constitute Acquired Debt. Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets
from a Person or the date a Person becomes a Restricted Subsidiary. 
 “Additional Lease” shall mean any lease
entered into for the purpose of the Company or any of its Restricted Subsidiaries to acquire the right to occupy and use real property, vessels or similar assets for, or in connection with, the construction, development or operation of Gaming
Facilities, including, without limitation, the lease agreement to be entered into in connection with the Meadows Racetrack Acquisition. 

“Additional Notes” means, subject to the Company’s compliance with Sections 2.13 and 4.09, 5.625% Senior Notes due
2024 substantially in the form of Exhibit A and, if required, containing the Private Placement Legend, issued from time to time after the Issue Date under the terms of this Indenture (other than issuances pursuant to Section 2.06,
2.07, 2.10, 3.06, 3.09, 4.10, 4.14 or 9.05 of this Indenture and any Exchange Notes Issued in respect thereof). 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that none of GLPI or any of its Subsidiaries (including Pinnacle Predecessor and its Subsidiaries)
shall be deemed to be an Affiliate of the Company or any of its Restricted Subsidiaries. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with”
have correlative meanings. 
 “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, Euroclear and Clearstream that apply to such transfer or exchange. 
 “Asset
Sale” means: 
 (a) the sale, lease, conveyance or other disposition of any assets; provided that the sale,
conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole or any disposition that constitutes a Change of Control shall not constitute an Asset Sale and shall be governed by the


  
 2 








 
provisions of Section 4.14 and/or Section 5.01 hereof and not by the provisions of Section 4.10; and 

(b) the issuance or sale of Equity Interests in any of the Company’s Restricted Subsidiaries (other than preferred stock
issued in compliance with the provisions of Section 4.09 hereof); 
 provided, however, that notwithstanding the
preceding, the following items will not be deemed to be Asset Sales: 
 (i) any single transaction or series of related
transactions that involves assets or Equity Interests having a fair market value of less than $25.0 million; 
 (ii) a
transfer of assets between or among the Company and any of its Restricted Subsidiaries; 
 (iii) an issuance of Equity
Interests by any Restricted Subsidiary to the Company or to any other Restricted Subsidiary; 
 (iv) (A) the sale, exchange
for replacement items or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business and (B) any exchange of like property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended,
for use in a Related Business; 
 (v) (A) sales, transfers or other dispositions of used, worn out, obsolete, damaged or
surplus property, or property otherwise unsuitable for use in connection with the business, by the Company and its Restricted Subsidiaries, (B) the abandonment or other sale, transfer or other disposition of intellectual or other property that
is, in the judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole and (C) the license of intellectual property to GLPI or
any of its Subsidiaries (or any other lessor or Affiliates thereof) for use in connection with the ownership and operation of the properties subject to the Master Lease or any Additional Lease; 

(vi) the sale or other disposition of cash or Cash Equivalents or Investment Grade Securities; 

(vii) a Restricted Payment or Permitted Investment that is not prohibited by Section 4.07 hereof or any transaction
specifically excluded from the definition of “Restricted Payment”; 
 (viii) (A) the issuance or sale of
directors’ qualifying shares or (B) the issuance, sale or transfer of Equity Interests of foreign Restricted Subsidiaries to foreign nationals to the extent required by applicable law; 

(ix) leases (as lessor or sublessor) of real or personal property and guaranties of any such lease in the ordinary course of
business; 

  
 3 








 (x) licenses and sublicenses by the Company or any of its Restricted Subsidiaries
of software, trademarks, know-how, patents and other intellectual property or intellectual property rights and other general intangibles; 

(xi) terminations of Hedging Obligations or other hedge or swap or option agreements entered into in connection with the
issuance of convertible debt; 
 (xii) any settlement, release, waiver or surrender of contract rights or contract, tort or
other litigation claims, or voluntary terminations of other contracts or assets, in the ordinary course of business; 

(xiii) foreclosure, condemnation or any similar action with respect to any property or other assets, including transfers or
dispositions of such property or other assets subject thereto; 
 (xiv) any disposition of Equity Interests of a Restricted
Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or any of its Restricted Subsidiaries) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its
business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 

(xv) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any
reconstruction, refurbishment, renovation and/or development of real property) by the Company or any of its Restricted Subsidiaries, including sale and leaseback transactions and asset securitizations, permitted by this Indenture; 

(xvi) sales of Unrestricted Subsidiaries or joint ventures, or Equity Interests or other Investments therein, or assets
thereof; 
 (xvii) the occurrence of any Trigger Event; 

(xviii) the grant of any Liens not prohibited by this Indenture and any exercise of remedies in respect thereof; 

(xix) any disposition of undeveloped or substantially undeveloped real estate, provided that in such disposition: (A) the
Company and its Restricted Subsidiaries making such disposition receives consideration at the time of such disposition at least equal to the fair market value of the real estate assets disposed of (as determined reasonably and in good faith by the
Board of Directors of the Company), and (B) at least 60% of the consideration received from such disposition by the Company and its Restricted Subsidiaries making such disposition is cash or Cash Equivalents and is received at the time of the
consummation of such disposition (for purposes of this provision, each of the following shall be deemed to be cash: (I) any liabilities as shown on the Company or such Restricted Subsidiaries’ most recent balance sheet (or in the notes
thereto) (other than (I) Indebtedness subordinate in right of payment to the notes, (II) contingent liabilities, (III) liabilities or Indebtedness to Affiliates of the Company and 

  
 4 








 
(IV) non-recourse Indebtedness) that are assumed by the transferee of any such assets, and (b) to the extent of the cash received, any notes or other obligations received by the Company and
its Restricted Subsidiaries making the disposition from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 60 days of receipt); 

(xx) any disposition of all or any portion of the Undeveloped Land; 

(xxi) any disposition of all or any portion of the STAR and TIF Bonds; 

(xxii) any disposition required by any Gaming Authority to the extent the Net Cash Proceeds thereof are applied as set forth
under Section 4.10 hereof; and 
 (xxiii) any sales, transfers or other dispositions pursuant to the Transaction
Agreements or otherwise in connection with the Transactions and any transactions related thereto, including sales, transfers or other dispositions of Equity Interests and other property to the Company or any of its Subsidiaries or to GLPI or any of
its Subsidiaries, and any other transfers, sales or dispositions of real property, vessels and related assets to GLPI or its Subsidiaries or to any lessor (or Affiliate of such a lessor) under any Additional Lease to the extent the Company or its
Restricted Subsidiaries will lease or have the right to use such real property, vessels and related assets. 
 In addition, for the
avoidance of doubt, conveyances, sales, leases, assignments, transfers or other dispositions which would otherwise constitute Asset Sales but for the dollar thresholds contained in the definition of Asset Sales shall be permitted. 

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

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

“Board of Directors” means: 

(a) with respect to a corporation, the board of directors of the corporation; 

(b) with respect to a partnership, the Board of Directors of the general partner of the partnership; and 

(c) with respect to any other Person, the board or committee of such Person serving a similar function. 

“Business Day” means any day other than a Legal Holiday. 

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a
capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP; provided, however, that for the 

  
 5 








 
avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the Issue Date and any similar lease entered into after the Issue Date by any Person may, in the sole
discretion of the Company, be accounted for as an operating lease and not as a Capital Lease Obligation; and provided, further, that, for the avoidance of doubt, (i) the Master Lease and any Additional Leases will be accounted for
as an operating lease and not as a Capital Lease Obligation and (ii) GAAP for purposes of this definition shall be deemed GAAP as in effect on the Issue Date. 

“Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Cash
Equivalents” means: 
 (1) United States dollars, Canadian dollars, Euros or any national currency of any
participating member state of the European Union or such local currencies held by the Company and its Subsidiaries from time to time in the ordinary course of business; 

(2) securities issued or directly and fully guaranteed or insured by the United States government, Canada or any country that
is a member of the European Union or any agency, subdivision or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support of those securities that are issued by the United States government)
or issued by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Farm Credit Banks Funding Corporation, in each case, having maturities of not more than two years after the date of acquisition; 

(3) securities issued or directly and fully guaranteed or insured by any state, commonwealth or territory of the United States
of America or any agency, subdivision or instrumentality thereof or by any foreign government (and that at the time of acquisition have an investment grade rating from Moody’s or S&P (or, if neither S&P nor Moody’s shall be rating
such securities, then from another nationally recognized rating service)) having maturities of not more than two years after the date of acquisition; 

(4) certificates of deposit, time deposits and Eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any 

  
 6 








 
lender party to (or any bank holding company owning such lender) the Credit Facilities or with any commercial bank having capital and surplus of at least $250.0 million at the time of
acquisition; 
 (5) repurchase obligations with a term of not more than 30 days for underlying securities of the types
described in clauses (2) through (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above at the time of acquisition; 

(6) commercial paper rated at the time of acquisition within one of the two highest ratings obtainable for such securities by
Moody’s or S&P and maturing within two years after the date of acquisition; 
 (7) marketable short term money
market and similar securities having the highest rating obtainable from Moody’s and S&P (or, if neither S&P nor Moody’s shall be rating such securities, then from another nationally recognized rating service) at the time of
acquisition and in each case maturing within two years after the date of acquisition; 
 (8) other dollar denominated
securities issued by any Person incorporated in the United States and that at the time of acquisition have an investment grade rating from Moody’s or S&P (or, if neither S&P nor Moody’s shall be rating such securities, then from
another nationally recognized rating service) and maturing not more than two years after the date of acquisition; 
 (9)
money market funds that invest at least 90% of their assets in Cash Equivalents of the kinds described in clauses (1) through (8) of this definition; and 

(10) solely with respect to any Foreign Subsidiary, (i) marketable direct obligations issued by, or unconditionally
guaranteed by, the country in which such Foreign Subsidiary maintains its chief executive office or principal place of business, or issued by any agency of such country and backed by the full faith and credit of such country, in each case maturing
within two years from the date of acquisition, so long as the indebtedness of such country has an investment grade rating from S&P or Moody’s (or, if neither S&P nor Moody’s shall be rating such securities, then from another
nationally recognized rating service) (in each case, at the time of acquisition), (ii) time deposits, certificates of deposit or bankers’ acceptances issued by any commercial bank which is organized and existing under the laws of the
country in which such Foreign Subsidiary maintains its chief executive office or principal place of business, or payable promptly following demand and maturing within one year of the date of acquisition and (iii) other customarily utilized high-quality or cash equivalent type Investments in the country where such Foreign Subsidiary maintains its chief executive office and principal place of business. 

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

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all 

  
 7 








 
or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of
the Exchange Act) other than to the Company or any of its Restricted Subsidiaries; 
 (2) the adoption by shareholders of a
plan relating to the liquidation or dissolution of the Company; or 
 (3) the consummation of any transaction (including any
merger or consolidation) the result of which is that any “person” (as defined above), other than any holding company which owns 100% of the Voting Stock of the Company (so long as no Change of Control would otherwise have occurred
in respect of the Voting Stock of such holding company), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares. 

For the avoidance of doubt, the Transactions and any transactions related thereto shall not constitute a Change of Control. 

“Change of Control Triggering Event” means the occurrence of both (1) a Change of Control and (2) a Rating Decline.

 “Clearstream” means Clearstream Banking, S.A. 

“Company Order” means a written request or order signed in the name of the Company by an Officer. 

“Comparable Treasury Issue” means the United States Treasury security selected by a Reference Treasury Dealer appointed by
the Company as having a maturity comparable to the remaining term of the Notes (as if the final maturity of the Notes was May 1, 2019) that would be utilized at the time of selection and in accordance with customary financial practice in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (as if the final maturity of the Notes was May 1, 2019). 

“Comparable Treasury Price” means, with respect to any redemption date: 

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

  
 8 








 “Consolidated Cash Flow” means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus (without duplication): 
 (a) in each case to the extent
deducted in calculating such Consolidated Net Income: 
 (1) provisions for taxes based on income or profits or capital
gains, plus franchise or similar taxes, of such Person and its Restricted Subsidiaries for such period; 
 (2) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including any amortization or write-off of deferred financing costs or debt issuance costs, original issue
discount, non-cash interest payments, the interest component of any deferred payment obligations and the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to Hedging Obligations related to interest rates; 

(3) any cost, charge, fee or expense (including discounts and commissions and including fees and charges incurred in respect of
letters of credit or bankers acceptance financings) (or any amortization of the foregoing) associated with any Financing Activity, to the extent deducted in computing such Consolidated Net Income; 

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid
cash expenses that were paid in a prior period) and other non-cash charges or expenses, including any write-off or write-down, reducing Consolidated Net Income for such period (excluding (x) any amortization of a prepaid cash expense that was
paid in a prior period and (y) any such non-cash charges and expenses that result in an accrual of or reserve for cash charges or expenses in any future period on or prior to the final Stated Maturity of the Notes and that such Person elects
not to add back in the current period) of such Person and its Restricted Subsidiaries for such period; provided that if any such non-cash charges or expenses represent an accrual of a reserve for
potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Cash Flow to the extent such Person elected to previously add back such amounts to Consolidated Cash Flow;

 (5) any Pre-Opening Expenses; 

(6) the amount of any restructuring charges or reserve (including those relating to severance, relocation costs and one-time
compensation charges), costs incurred in connection with any nonrecurring strategic initiatives, other business optimization expense (including incentive costs and expenses relating to business optimization programs and signing, retention and
completion bonuses) and any unusual or non-recurring charges or items of loss or expense (including, without limitation, any net after-tax losses on disposal of abandoned, disposed or discontinued operations during such period or attributable to
asset dispositions or the sale or other disposition of any 

  
 9 








 
Equity Interests of any Person (in each case other than in the ordinary course of business) during such period whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, losses resulting from any temporary business interruption resulting from integration of facilities (including integration in connection with the Transactions or any investment not prohibited by this
Indenture) and fees associated with the cancellation of lease obligations); 
 (7) the amount of any expense consisting of
Restricted Subsidiary income attributable to non-controlling interests of third parties in any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary except to the extent of any cash
distributions in respect thereof; 
 (8) the amount of insurance proceeds received during such period or after such period
and on or prior to the date the calculation is made with respect to such period, attributable to any property which has been closed or had operations curtailed for any period; provided that such amount of insurance proceeds shall only be
included pursuant to this clause (8) to the extent that such amount of insurance proceeds plus Consolidated Cash Flow attributable to such property for such period (without giving effect to this clause (8)) plus Estimated Business
Interruption Insurance attributable to such property for such period does not exceed Consolidated Cash Flow attributable to such property during the most recently completed four fiscal quarter period for which financial results are available that
such property was fully operational (or if such property has not been fully operational for four consecutive fiscal quarters for which financial results are available prior to such closure or curtailment, the Consolidated Cash Flow attributable to
such property during the period prior to such closure or curtailment (for which financial results are available) annualized over four fiscal quarters); 

(9) any losses resulting from mark to market accounting of Hedging Obligations or other derivative instruments; 

(10) redemption or prepayment premiums relating to the repayment or redemption of Indebtedness permitted pursuant to this
Indenture; and 
 (11) any charges, fees and expenses (or any amortization thereof) related to any acquisition, Investment or
disposition not prohibited by this Indenture (or any such proposed acquisition, Investment or disposition) (including amortization or write offs of debt issuance or deferred financing costs, premiums and prepayment penalties), in each case, whether
or not successful, and in each case not already excluded from Consolidated Net Income pursuant to clause (12) of the definition thereof; 

(b) minus (without duplication) in each case to the extent included in calculating such Consolidated Net Income: 

(1) non-cash items increasing such Consolidated Net Income for such period, other than
the accrual of revenue in the ordinary course of business, and other than any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash 

  
 10 








 
charges for any prior period, which was not added back to Consolidated Cash Flow when accrued; 

(2) the amount of non-cash gains resulting from mark to market accounting of Hedging
Obligations or other derivative instruments; 
 (3) any unusual or non-recurring
items of income or gain to the extent increasing Consolidated Net Income for such Period; and 
 (4) the amount of any income
consisting of Restricted Subsidiary losses attributable to non-controlling interests of third parties in any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary. 

in each case, on a consolidated basis and determined in accordance with GAAP. Consolidated Cash Flow for any period shall be further adjusted
as follows: 
 (A) acquisitions (including the occurrence of a Reverse Trigger Event) of any Person, property, business,
operations or asset (including a management agreement or similar agreement) or investments that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, and the change in Consolidated Cash Flow resulting therefrom, will be given pro forma effect as
if they had occurred on the first day of the four-quarter reference period, and Consolidated Cash Flow for such reference period shall include the Consolidated Cash Flow of the acquired Person (or attributable to the acquired property, business,
operations or asset) or applicable to such investments, and related transactions, and subject to clause (C) below shall otherwise be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act; 

(B) any Person, property, business, operations or asset (including a management agreement or similar agreement) or investments
that have been disposed of by the specified Person or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date,
and the change in Consolidated Cash Flow resulting therefrom, and any discontinued operations (as determined in accordance with GAAP), will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, and Consolidated Cash Flow for such reference period shall exclude the Consolidated Cash Flow of the disposed of Person (or attributable to the disposed of property, business,
operations or asset or discontinued operations) or applicable to such disposed of investments and subject to clause (C) below shall otherwise be calculated on a pro forma basis in accordance with
Regulation S-X under the Securities Act; 
 (C) Pro Forma Cost Savings shall be
given effect; 
 (D) (a) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a
Restricted Subsidiary at all times during the applicable four-quarter reference period, and (b) any Person that is not a Restricted Subsidiary on the 

  
 11 








 
Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during the applicable four-quarter reference period; 

(E) the occurrence of a Trigger Event during the four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date, and the change in Consolidated Cash Flow resulting therefrom, will be given pro forma effect as if it had occurred on the first day of the four-quarter reference period; 

(F) in the event of any Expansion Capital Expenditures incurred during such period with respect to a business or project opened
during such period, there shall be added to Consolidated Cash Flow the product determined by multiplying (i) the Consolidated Cash Flow attributable to such Expansion Capital Expenditures and including management agreements or similar
agreements (as determined by such Person) in respect of the first three (3) complete fiscal quarters following the opening of the business or project with respect to which such Expansion Capital Expenditures were made by (ii) (x) 4
(with respect to the first such quarter), (y) 2 (with respect to the first two such quarters), and (z) 4/3 (with respect to the
first three such quarters); 
 (G) in the event of any Permitted Joint Venture Investment made during such period with
respect to a business or project opened during such period, there shall be added to Consolidated Cash Flow the product determined by multiplying (i) the Consolidated Cash Flow attributable to such Permitted Joint Venture Investment and
including management agreements or similar agreements (as determined by such Person) in respect of the first three (3) complete fiscal quarters following the opening of the business or project with respect to which such Permitted Joint Venture
Investment was made by (ii) (x) 4 (with respect to the first such quarter), (y) 2 (with respect to the first two such quarters), and (z) 4/3 (with respect to the first three such quarters); 
 (H) in any fiscal
quarter during which a purchase of property that prior to such purchase was subject to any operating lease that will be terminated in connection with such purchase shall occur and during the three following fiscal quarters, there shall be added to
Consolidated Cash Flow an amount equal to the quarterly payment in respect of such lease (as if such purchase did not occur) times (a) 4 (in the case of the quarter in which such purchase occurs), (b) 3 (in the case of the quarter
following such purchase), (c) 2 (in the case of the second quarter following such purchase) and (d) 1 (in the case of the third quarter following such purchase), all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries; 
 (I) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing
Consolidated Cash Flow or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated Cash Flow for any previous period and not added back, shall be included; and 

(J) cash dividends and distributions paid to the Company and its Restricted Subsidiaries from any Person that is not a
Restricted Subsidiary not otherwise included in Consolidated Net Income shall be included. 

  
 12 








 Notwithstanding anything to the contrary contained herein, Consolidated Cash Flow shall be deemed
to be $76.2 million for the fiscal quarter ended on March 31, 2015; $61.5 million for the fiscal quarter ended on June 30, 2015; $56.5 million for the fiscal quarter ended on September 30, 2015; and
$48.8 million for the fiscal quarter ended on December 31, 2015 (subject to applicable pro forma adjustments). For purposes of determining Consolidated Cash Flow for any period that includes any period occurring prior to the Issue Date,
Consolidated Cash Flow for each fiscal quarter ending after December 31, 2015 shall be calculated on a pro forma basis giving effect to the Transactions, including giving effect to the Master Lease as if it had been in effect during such
period and cost savings relating to the Transactions (all as reasonably determined by an officer of the Company). 
 “Consolidated
Leverage Ratio” means, with respect to any Person, as of any date of determination, the ratio of (x) Consolidated Total Indebtedness of such Person as of such date of determination (the “Calculation Date”), after
giving effect to all transactions to occur on the Calculation Date (including for purposes of Section 4.07(f), the merger or consolidation comprising or giving rise to the Change of Control giving rise to the need to make the calculation of the
Consolidated Leverage Ratio and other mergers, consolidations and transactions to occur in connection therewith), to (y) Consolidated Cash Flow of such Person for the most recently ended four full fiscal quarters for which internal financial
statements are available (the “reference period”) immediately preceding the Calculation Date. For the avoidance of doubt, for purposes of this definition, “Consolidated Cash Flow” shall be calculated after
giving effect on a pro forma basis, without duplication, to the items in clauses (A) – (J) of the definition thereof. 

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such
Person and its Restricted Subsidiaries (on the applicable date of determination) for such period, on a consolidated basis, determined in accordance with GAAP; provided that, without duplication: 

(1) any gain or loss (together with any related provision for taxes thereon) realized in connection with (a) any Asset
Sale or (b) any disposition of any securities by such Person or any of its Restricted Subsidiaries, and any extraordinary gain or loss (together with any related provision for taxes thereon) shall be excluded; 

(2) the Net Income of any Person that (i) is not a Restricted Subsidiary, (ii) is accounted for by the equity method
of accounting, (iii) is an Unrestricted Subsidiary or (iv) is a Restricted Subsidiary (or former Restricted Subsidiary) with respect to which a Trigger Event has occurred following the occurrence and during the continuance of such Trigger
Event shall be excluded; provided that Consolidated Net Income of such Person and its Restricted Subsidiaries shall be increased by the amount of dividends or distributions or other payments (including management fees) that are actually paid
or payable in cash to such Person or a Restricted Subsidiary thereof in respect of such period (or to the extent converted into cash) (including by any Person referred to in clauses (i)-(iv)); 

(3) solely for the purpose of determining the amount available for Restricted Payments pursuant to Section 4.07(a)(C)(1)
hereof, the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or 

  
 13 








 
similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders unless such restriction
with respect to the payment of dividends or similar distributions has been waived; provided that such exclusions shall not apply with respect to limitations imposed either (x) pursuant to Acquired Debt which has been irrevocably called
for redemption, repurchase or other acquisition or in respect of which the required steps have been taken to have such Acquired Debt defeased (whether by covenant or legal defeasance) or discharged, or a deposit has been made for such purpose or
(y) by Gaming Laws of general applicability within the jurisdiction in which such Restricted Subsidiary operates or applicable to all Persons operating a business similar to that of such Restricted Subsidiary within such jurisdiction;
provided, further, that Consolidated Net Income of such Restricted Subsidiary will be included to the extent of dividends or other distributions or other payments actually paid or permitted to be paid in cash (or to the extent converted into
cash) by such Restricted Subsidiary in respect of such period, to the extent not already included therein; 
 (4) any
goodwill or other asset impairment charges or other asset write-offs or write-downs, including any resulting from the application of Accounting Standards Codification Nos. 350 and 360, and any expenses or charges relating to the amortization of
intangibles as a result of the application of Accounting Standards Codification No. 805, shall be excluded; 
 (5) any
non-cash charges or expenses related to the repurchase of stock options to the extent not prohibited by this Indenture, and any non-cash charges or expenses related to the grant, issuance or repricing of, or any amendment or substitution with
respect to, stock appreciation or similar rights, stock options, restricted stock, or other Equity Interests or other equity-based awards or rights or equivalent instruments, shall be excluded; 

(6) the cumulative effect of a change in accounting principles shall be excluded; 

(7) any expenses or reserves for liabilities shall be excluded to the extent that such Person or any of its Restricted
Subsidiaries is entitled to indemnification therefor under binding agreements; provided, that any such liabilities for which such Person or such Restricted Subsidiaries is not actually indemnified shall reduce Consolidated Net Income for the
period in which it is determined that such Person or such Restricted Subsidiary will not be indemnified (to the extent such liabilities would otherwise reduce Consolidated Net Income without giving effect to this clause (7)); 

(8) losses, to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in


  
 14 








 
fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to
liability or casualty events or business interruption shall be excluded; 
 (9) Estimated Business Interruption Insurance
shall be included for such period; 
 (10) gains and losses resulting solely from fluctuations in currency values and the
related tax effects shall be excluded, and charges relating to Accounting Standards Codification Nos. 815 and 820 shall be excluded; 

(11) any non-recurring charges or expenses of such Person or its Restricted Subsidiaries or of a company or business acquired
by such Person or its Restricted Subsidiaries (in each case, including those relating to severance, relocation costs and one time compensation charges and any charges or expenses in connection with conforming accounting policies or reaudited,
combining or restating financial information), in each case, incurred in connection with the purchase or acquisition of such acquired company or business by such Person or its Restricted Subsidiaries shall be excluded; and 

(12) any charges, fees and expenses (or any amortization thereof) (including, without limitation, all legal, accounting,
advisory, or other transaction-related fees, charges, costs and expenses and any bonuses or success fee payments related to the Transactions) related to the Transactions (including amortization or write offs
of debt issuance or deferred financing costs, premiums and prepayment penalties), in each case, whether or not successful, shall be excluded. 

Notwithstanding anything contained herein to the contrary, for purposes of this Indenture, Consolidated Net Income shall be calculated by
deducting, without duplication of amounts otherwise deducted, rent, insurance, property taxes and other amounts and expenses actually paid in cash under the Master Lease or any Additional Lease in the applicable period, and no other deductions in
calculating Consolidated Net Income shall occur as a result of imputed interest, amounts under the Master Lease or any Additional Lease not paid in cash during the relevant period or other non-cash amounts incurred in respect of the Master Lease or
any Additional Lease; provided that any “true-up” of rent paid in cash pursuant to the Master Lease or any Additional Lease shall be accounted for in the fiscal quarter in which such payment relates as if such payment were
originally made to such fiscal quarter. 
 “Consolidated Secured Leverage Ratio” means, with respect to any Person, as of
any date of determination, the ratio of (x) Consolidated Total Indebtedness of such Person which is secured by a Lien as of such date of determination (the “Determination Date”), after giving effect to all transactions to occur
on the Determination Date, to (y) Consolidated Cash Flow of such Person for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the Determination Date. For the avoidance
of doubt, for purposes of this definition, “Consolidated Cash Flow” shall be calculated after giving effect on a pro forma basis, without duplication, to the items in clauses (A) – (J) of the definition
thereof. 

  
 15 








 “Consolidated Total Assets” means, with respect to any date of determination,
the total amount of assets that would appear on a consolidated balance sheet of the Company and its Restricted Subsidiaries as of the most recent date on or prior to such date of determination for which internal financial statements are available,
determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Total Indebtedness” means, with respect to any
Person as at any date of determination, (a) an amount equal to the aggregate amount of all outstanding Indebtedness of such Person and its Restricted Subsidiaries as of such date determined on a consolidated basis in accordance with GAAP,
excluding (i) Indebtedness which has been repaid, discharged, defeased (whether by covenant or legal defeasance), retired, repurchased or redeemed on or prior to such date or which a Person has irrevocably made a deposit to repay, defease
(whether by covenant or legal defeasance), discharge, repurchase, retire or redeem or which a Person has called for redemption, repurchase, retirement, discharge or defeasance (whether by covenant or legal defeasance), on or prior to such date,
(ii) Indebtedness of the type described in clause (5) of the definition thereof and Indebtedness constituting banker’s acceptances, letters of credit, Hedging Obligations and Investment Guarantees to the extent such Investment
Guarantee would not be reflected as Indebtedness on the Company’s consolidated balance sheet (excluding references in footnotes not otherwise reflected on the balance sheet) in accordance with GAAP, and (iii) in the case of Indebtedness of
a non-Wholly Owned Restricted Subsidiary, to the extent Consolidated Cash Flow (including through the calculation of Consolidated Net Income or due to non-controlling
interests in such Restricted Subsidiary owned by a Person other than the Company or any of its Restricted Subsidiaries) did not include all of the Net Income of such Restricted Subsidiary, an amount of Indebtedness of such Restricted Subsidiary
(provided that such Indebtedness is not otherwise guaranteed by the Company or another Restricted Subsidiary, if any, that guarantees the Notes) directly proportional to the amount of Net Income of such Restricted Subsidiary not so included in
Consolidated Cash Flow (including through the calculation of Consolidated Net Income), less (b) cash and Cash Equivalents of such Person and its Restricted Subsidiaries, less (c) Development Expenses (unless specified that
Development Expenses shall be included in making such calculation). 
 “Contribution Indebtedness” means Indebtedness of
the Company in an aggregate principal amount or liquidation preference on any date of Incurrence not greater than twice the aggregate amount of any net cash proceeds received by the Company from any Equity Offerings of the Company after the Issue
Date; provided that: 
 (1) such net cash proceeds can be the basis of Contribution Indebtedness on such date
of Incurrence only to the extent that such net cash proceeds have not then been used to make a Restricted Payment under clause (2) of Section 4.07(a)(C) where such net cash proceeds shall not be considered to have been used to make a
Restricted Payment unless the amount available to make such Restricted Payment under such clause (2) at such time excluding such net cash proceeds would not be sufficient to permit such Restricted Payment and then only to the extent such net
cash proceeds are necessary to permit such Restricted Payment at such time, and 
 (2) if, on the date of Incurrence of any
Contribution Indebtedness, after giving pro forma effect to the incurrence thereof, the aggregate outstanding principal amount of 

  
 16 








 
Contribution Indebtedness would exceed the aggregate amount of such net cash proceeds, the amount of such excess then being Incurred shall be Indebtedness (i) that is not secured
Indebtedness, (ii) that does not rank senior in right of payment to the notes, and (iii) with a final maturity date no earlier than the final maturity date of the notes, and 

(3) such Contribution Indebtedness is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on
the Incurrence date thereof. 
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company. 
 “Credit
Agreement” means the Credit Agreement dated on or about April 28, 2016 by and among the Company., the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, the other agent parties
thereto, and the lenders from time to time party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded,
restructured, replaced or refinanced from time to time including increases in aggregate principal amount (whether the same are provided by the original agents and lenders under such Credit Agreement or other agents or other lenders). 

“Credit Facilities” means one or more debt facilities or commercial paper facilities or debt securities or other forms of
debt financing, in each case, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such
receivables), bankers acceptances, letters of credit, or debt securities, including any related notes, guarantees, collateral documents, indentures, agreements relating to Hedging Obligations, and other instruments, agreements and documents executed
in connection therewith, in each case as amended and restated, modified, renewed, extended, supplemented, refunded, replaced, restructured in any manner (whether upon or after termination or otherwise) or in part from time to time, in one or more
instances and including any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting
one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders), including one or more agreements, facilities (whether or not in the form of a debt facility or commercial paper facility),
securities or instruments, in each case, whether any such amendment, restatement, modification, renewal, extension, supplement, restructuring, refunding, replacement or refinancing occurs simultaneously or not with the termination or repayment of a
prior Credit Facility. 
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default. 

  
 17 








 “Definitive Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in
the Global Note” attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in
part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of
this Indenture. 
 “Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by
the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, executed by a
financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration. 

“Development Expenses” means, without duplication (a) Indebtedness (including Investment Guarantee Indebtedness)
incurred or issued for the purpose of financing and (b) amounts (whether funded with the proceeds of Indebtedness, cash flow or otherwise) used to fund, in each case, (i) Expansion Capital Expenditures, (ii) Permitted Joint Venture
Investments, (iii) Development Projects or (iv) interest, fees or related charges or expenses with respect to such Indebtedness; provided that (A) the Company or the Restricted Subsidiary or other Person that owns assets
subject to the Expansion Capital Expenditure or Development Project, as applicable, is diligently pursuing the completion thereof and has not at any time ceased construction of such Expansion Capital Expenditure, Permitted Joint Venture Investment
or Development Project, as applicable, for a period in excess of 90 consecutive days (other than as a result of a force majeure event or inability to obtain requisite Gaming Approvals or other governmental authorizations, so long as, in the case of
any such Gaming Approvals or other governmental authorizations, the Company or a Restricted Subsidiary or other applicable Person is diligently pursuing such Gaming Approvals or governmental authorizations) and (B) no such Indebtedness or
funded costs shall constitute Development Expenses with respect to an Expansion Capital Expenditure project or a Development Project from and after the end of the first full fiscal quarter after the earlier of (x) the opening of the business or
project to which such Development Expenses relate or (y) completion of construction of the applicable Expansion Capital Expenditure, Permitted Joint Venture Investment or Development Project. 

“Development Project” shall mean Investments, directly or indirectly, (a) in any joint ventures in which the Company or
any of its Restricted Subsidiaries, directly or indirectly, has control or with whom it has a management or similar contract and in which the Company or any of its Restricted Subsidiaries owns (directly or indirectly) at least 25% of the Equity
Interests of such joint venture, or (b) in, or expenditures with respect to, casinos and “racinos” or Persons that own casinos or “racinos” (including casinos and “racinos” in development or under construction that
are not presently opening or operating with respect to which the Company or any of its Restricted Subsidiaries has (directly or indirectly through Subsidiaries) entered into a management or similar contract (or an agreement to enter into such a
management or similar contract) and such contract remains in effect at the time of such Investment or expenditure, 

  
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though it may be subject to regulatory approvals), in each case, used to finance, or made for the purpose of allowing such joint venture, casino or “racino”, as the case may be, to
finance, the purchase or other acquisition of any fixed or capital assets or the refurbishment of existing assets or properties that develops, adds to or significantly improves the property of such joint venture, casino or “racino” and
assets ancillary or related thereto, or the construction and development of a casino, “racino” or assets ancillary or related thereto, including Pre-Opening Expenses with respect to such joint venture, casino or “racino” and
other fees and payments to be made to such joint venture or the owners of such casino or “racino”. 
 “Development
Services” means the provision (through retained professionals or otherwise) of development, design or construction, management or similar services with respect to any Gaming Facility or the development, design or construction thereof. 

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature (other than (x) solely for Capital Stock (other than Disqualified Stock) or (y) as a
result of a redemption required by Gaming Law or not prohibited by this Indenture); provided, however, only the portion of Capital Stock which is so redeemable or repurchasable prior to such date will be deemed to be Disqualified
Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a
change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions (x) unless such repurchase or
redemption complies with Section 4.07 hereof or (y) prior to any purchase of the Notes as are required to be purchased pursuant to Section 4.10 or 4.14 hereof. 

“DTC” means The Depository Trust Company in New York, New York. 

“Employee Matters Agreement” means the employee matters agreement between the Company and Pinnacle Predecessor, to be entered
into at or about the time of the Spin-Off or promptly thereafter, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not prohibited by, this Indenture. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock and Hedging Obligations entered into as a part of, or in connection with, an issuance of such debt security). 

“Equity Offering” means any public or private issuance or sale of Equity Interests (other than Disqualified Stock) of the
Company. 
 “Estimated Business Interruption Insurance” shall mean the amount (determined in good faith by the Company) of
business interruption insurance the Company expects to collect 

  
 19 








 
with respect to any casualty event; provided, that with respect to damage to any property, such amount shall not, together with the actual Consolidated Cash Flow generated at such property
for the applicable period, exceed the sum of (i) the historical Consolidated Cash Flow for the previous four complete quarters for such property ending prior to the date the damage occurred for which financial results are available (or
annualized if such property has less than four full quarters of operations), and (ii) the amount of business interruption insurance not reflected in clause (i) that the Company expects to collect as a reimbursement in respect of expenses
incurred at such property with respect to such period (provided that the amount included pursuant to this clause (ii) shall not exceed the amount of such expenses incurred at such property that are actually included in calculating Consolidated
Net Income for such period). 
 “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system. 

“Event of Default” means an event described under Article VI hereof. 

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

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit
Facilities) in existence on the Issue Date, until repaid. 
 “Existing Notes” means the 6.375% Senior Notes due 2021, 7.50%
Senior Notes due 2021, 7.75% Senior Subordinated Notes due 2022 and 8.75% Senior Subordinated Notes due 2020 issued by Pinnacle Predecessor and its subsidiaries. 

“Existing Unrestricted Subsidiaries” means ACE Gaming, LLC, Ameristar Casino Springfield, LLC, AREP Boardwalk, LLC, Casino
Magic (Europe), B.V., Casino Magic Hellas Management Services, S.A., Pinnacle Retama Partners, LLC, PNK Development 10, LLC, PNK Development 11, LLC, PNK Development 17, LLC, PNK Development 18, LLC, PNK Development 28, LLC, PNK Development 29, LLC,
PNK Development 30, LLC, PNK Development 31, LLC, PNK (SA), LLC, PNK (VN), Inc., PNK Finance MLS Corp. and PNK (Kansas), LLC. 

“Expansion Capital Expenditures” means any capital expenditure by the Company or any of its Restricted Subsidiaries in
respect of the purchase or other acquisition of any fixed or capital assets or the refurbishment of existing assets or properties, including, without limitation, pursuant to the terms of a Hotel Agreement, that, in the Company’s reasonable
determination, adds to or significantly improves (or is reasonably expected to add to or significantly improve) the property of the Company and its Restricted Subsidiaries, excluding any such capital expenditures financed with Net Proceeds of an
Asset Sale and excluding capital 

  
 20 








 
expenditures made in the ordinary course to maintain, repair, restore or refurbish the property of the Company and its Restricted Subsidiaries in its then existing state or to support the
continuation of such Person’s or property’s day to day operations as then conducted. 
 “Financing Activity”
means any of the following: (a) the actual or attempted incurrence of any Indebtedness or the issuance of any Equity Interests by the Company or any Restricted Subsidiary, activities related to any such actual or attempted incurrence or
issuance, or the issuance of commitments in respect thereof, (b) amending or modifying, or redeeming, refinancing, tendering for, refunding, defeasing (whether by covenant or legal defeasance), discharging, repaying, retiring or otherwise
acquiring for value, any Indebtedness prior to the Stated Maturity thereof (including any premium, penalty, commissions or fees) or (c) the termination of any Hedging Obligations or other derivative instruments or any fees paid to enter into
any Hedging Obligations or other derivative instruments. 
 “Fixed Charge Coverage Ratio” means, with respect to any
specified Person and its Restricted Subsidiaries for any period, the ratio of (a) the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to (b) the Fixed Charges of such Person for such period. 

For purposes of calculating the Fixed Charge Coverage Ratio: 

(1) in the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, defeases
(whether by covenant or legal defeasance), discharges, repurchases, retires or redeems (or makes an irrevocable deposit in furtherance thereof) any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems
preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the
“Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect thereto, and the use of the proceeds therefrom (including any such transaction giving rise to the need to calculate the Fixed
Charge Coverage Ratio), in each case, as if the same had occurred at the beginning of the applicable four-quarter reference period and Fixed Charges relating to any such Indebtedness or preferred stock that has been repaid, defeased (whether by
covenant or legal defeasance), discharged, repurchased, retired or redeemed (or with respect to which an irrevocable deposit has been made in furtherance thereof) shall be excluded; 

(2) “Consolidated Cash Flow” shall be calculated as set forth in the definition thereof, including after
giving effect on a pro forma basis, without duplication, to the items in clauses (A) – (J) of the definition thereof; 

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and any Person, property,
business, operations or asset (including a management or similar agreement) or investments that have been disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; 

  
 21 








 (4) Fixed Charges attributable to Indebtedness constituting Development Expenses,
or the proceeds of which were applied to fund Development Expenses, shall be excluded (unless specified that Fixed Charges attributable to Indebtedness constituting Development Expenses, or the proceeds of which were applied to fund Development
Expenses, shall be included in making such calculation) until from and after the end of the first full fiscal quarter after the earlier of (x) the opening of the business or project to which such Development Expenses relate or
(y) completion of construction of the applicable Expansion Capital Expenditure or Permitted Joint Venture Investment; 

(5) the occurrence of a Trigger Event or Reverse Trigger Event during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date, and the change in Fixed Charges resulting therefrom, will be given pro forma effect as if it had occurred on the first day of the four-quarter reference period; 

(6) interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible
financial or accounting officer of such specified Person to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP; and 

(7) interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as such specified Person may designate. 

“Fixed Charges” means, with respect to any specified Person and its Restricted Subsidiaries for any period, the sum, without
duplication, of: 
 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued, (x) including amortization of original issue discount, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other
derivative instruments pursuant to Accounting Standards Codification Nos. 815 and 820 and excluding interest expense associated with a Permitted Joint Venture Investment (including any related Investment Guarantee or Investment Guarantee
Indebtedness) except as provided in clause (3) below), the interest component of any deferred payment obligations constituting Indebtedness, the interest component of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations relating to interest rates, but
(y) excluding any amortization or write-off of deferred financing costs or debt issuance costs and excluding commitment fees, underwriting fees, assignment fees, debt issuance costs or fees, redemption or prepayment premiums, and other
transaction expenses or costs or fees consisting of Financing Activities associated with undertaking, or proposing to undertake, any Financing Activity; plus 

  
 22 








 (2) the consolidated interest of such Person and its Restricted Subsidiaries that
was capitalized during such period, whether paid or accrued; plus 
 (3) any interest expense on Indebtedness of
another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon (provided that
unless specified otherwise, any interest expense in respect of any Investment Guarantee or Investment Guarantee Indebtedness will not be counted pursuant to this clause (3) except to the extent that such Person or any of its Restricted
Subsidiaries actually makes payments in respect thereof or is imminently required to actually make payments thereunder in which case, pro forma effect shall be given to all such payments that such Person, in good faith, reasonably expects to
be required to pay during the next four quarters as though such payments had been made for the relevant period (but without duplication of amounts paid so that, in any event, no more than four quarters of payments are counted)); plus 

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any
of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, on a consolidated basis and in
accordance with GAAP. 
 “Foreign Subsidiary” means any Subsidiary of the Company that (1) is not organized under the
laws of the United States, any state thereof or the District of Columbia, and (2) conducts substantially all of its business operations outside the United States. 

“GAAP” means generally accepted accounting principles set forth as of the relevant date in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within
the U.S. accounting profession), including any Accounting Standards Codifications, which are applicable to the circumstances as of the date of determination. Notwithstanding anything to the contrary herein, for all purposes of the Indenture except
for the calculation of Consolidated Total Assets, (a) the Master Lease and any Additional Lease shall not constitute Indebtedness or a capital lease or a Capital Lease Obligation regardless of how such Master Lease or Additional Lease may be
treated under GAAP, (b) any payments in connection with such Master Lease or Additional Lease shall not constitute consolidated interest expense of the Company and (c) Consolidated Net Income shall be calculated by deducting, without
duplication of amounts otherwise deducted, rent, insurance, property taxes and other amounts and expenses actually paid in cash under the Master Lease or any Additional Lease in the applicable period, and no other deductions in calculating
Consolidated Net Income shall occur as a result of imputed interest, amounts under the Master Lease or any Additional Lease not paid in cash during the relevant period or other non-cash amounts incurred in respect of the Master Lease or any
Additional Lease; provided that any “true-up” of rent paid in cash pursuant to the Master Lease or any Additional Lease shall be accounted for in the fiscal quarter to which such payment relates as if such payment were originally
made in such fiscal quarter. 

  
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 “Gaming Approval” means any and all approvals, licenses, registration,
qualification, finding of suitability, authorizations, permits, consents, rulings, orders or directives (a) relating to any gaming business (including par-mutuel betting) or enterprise, including to enable the Company or any of its Restricted
Subsidiaries to engage in, operate or manage the casino, gambling, horse racing or gaming business or otherwise continue to conduct, operate or manage such business substantially as is presently conducted, operated or managed or contemplated to be
conducted, operated or managed following the Issue Date (after giving effect to the Transactions), (b) required by any Gaming Law or (c) necessary as is contemplated on the Issue Date (after giving effect to the Transactions), to
accomplish the financing and other transactions contemplated after giving effect to the Transactions. 
 “Gaming Authority”
means any governmental agency, authority, board, bureau, commission, department, office or instrumentality with regulatory, licensing or permitting authority or jurisdiction over any gaming business or enterprise or horse racing business or
enterprise or any Gaming Facility, or with regulatory, licensing or permitting authority or jurisdiction over any gaming or racing operation (or proposed gaming or racing operation) owned, managed, leased or operated by the Company or any of its
Restricted Subsidiaries. 
 “Gaming Facility” means any gaming or pari-mutuel wagering establishment, including any casino
or “racino,” and other property or assets ancillary thereto or used in connection therewith, including any casinos, hotels, resorts, racetracks, off-track wagering sites, theaters, parking facilities, recreational vehicle parks,
timeshare operations, retail shops, restaurants, other buildings, restaurants, theatres, related or ancillary businesses, land, golf courses and other recreation and entertainment facilities, marinas, vessels, barges, ships and equipment. 

“Gaming Laws” means all applicable provisions of all: (a) constitutions, treaties, statutes or laws governing Gaming
Facilities (including card club casinos and pari-mutuel racetracks) and rules, regulations, codes and ordinances of, and all administrative or judicial orders or decrees or other laws pursuant to which, any Gaming Authority possesses regulatory,
licensing or permit authority over gambling, gaming, racing or Gaming Facility activities conducted, operated or managed by the Company or any of its Restricted Subsidiaries within its jurisdiction; (b) Gaming Approvals; and (c) orders,
decisions, determinations, judgments, awards and decrees of any Gaming Authority. 
 “Global Note Legend” means the legend
set forth in Section 2.06(g)(ii) which is required to be placed on all Global Notes issued under this Indenture. 
 “Global
Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in accordance with Sections 2.01 and 2.06 hereof. 

“GLPI” means Gaming and Leisure Properties, Inc., a Pennsylvania corporation, or its successor. 

  
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 “Government Securities” means direct obligations of, or obligations guaranteed
by, the United States of America, and for the payment of which the United States pledges its full faith and credit. 

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner, including by way of a pledge of assets, of all or any part of any Indebtedness; provided that “Guarantee” shall not include any lease of property (where the Company or a Subsidiary
of the Company is the lessee) entered into in connection with the issuance of industrial revenue bonds or similar instruments which industrial revenue bonds or similar instruments are held by the Company or its Subsidiaries, where such lease
obligations were intended to support debt service on such industrial revenue bonds or similar instruments. 
 “Guarantor”
means a Restricted Subsidiary that is required to provide a guarantee in respect of the Notes pursuant to Section 4.15. 

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: 

(1) interest rate swap agreements, currency swap agreement, interest rate cap agreements, interest rate collar agreements,
commodity swap agreement, commodity cap agreement, commodity collar agreement or foreign exchange contract; and 
 (2) other
agreements or arrangements designed to hedge or protect such Person against, or transfer or mitigate, fluctuations in interest rates or currency exchange rates. 

“Holder” means a Person in whose name a Note is registered. 

“Hotel Agreements” shall mean the franchise/license agreements, management agreements and other related agreements,
including, without limitation, information technology agreements, entered into by the Company or its Restricted Subsidiaries in connection with the operation and management of an existing hotel, or a hotel to be built as part of any potential
development project of the Company or its Restricted Subsidiaries. 
 “Indebtedness” means, with respect to any specified
Person, any indebtedness of such Person, whether or not contingent: 
 (1) in respect of borrowed money; 

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or, without double counting,
reimbursement agreements in respect thereof); 
 (3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations (it being understood that the obligations of such Person under the Master Lease or
any Additional Lease shall not constitute Indebtedness); 

  
 25 








 (5) representing the balance deferred and unpaid of the purchase price of any
property, except (i) any such balance that constitutes an accrued expense or trade payable or liabilities incurred in the ordinary course of business, including insurance premium financing, or is payable through the issuance of Equity Interests
(other than Disqualified Stock) of the Company and (ii) any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of such Person; provided that any earn-out obligation that appears in the liabilities section of the balance sheet (excluding disclosure in footnotes or notes relating thereto) of such Person shall be excluded to the extent (x) such Person is
indemnified for the payment thereof or (y) amounts to be applied to the payment therefor are in escrow; 
 (6)
representing net obligations under any Hedging Obligations, 
 if and to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness (excluding prepaid interest thereon) of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of the types referred to in
clauses (1) through (6) above of any other Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business. 

The amount of any Indebtedness outstanding as of any date will be: 

(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; 

(b) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past
due, in the case of any other Indebtedness; 
 (c) in the case of Indebtedness of others secured by a Lien on any assets of
the specified Person, the lesser of the amount of such Indebtedness and the fair market value of such assets; 
 (d) in the
case of clause (5) above, the net present value thereof determined in accordance with GAAP; 
 (e) in the case of
clause (6), zero unless and until such Indebtedness shall be terminated, in which case the amount of such Indebtedness shall be the then termination payment due thereunder by such Person; and 

(f) obligations in respect of letters of credit issued in support of obligations not otherwise constituting Indebtedness shall
not constitute Indebtedness except to the extent such letter of credit is drawn and not reimbursed within ten Business Days. 
 For the
avoidance of doubt, it is understood and agreed that (i) (x) casino “chips” and gaming winnings of customers, (y) any obligations of such Person in respect of cash management agreements and (z) any obligations of such
Person in respect of employee deferred 

  
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compensation and benefit plans shall not constitute Indebtedness, (ii) (x) mortgage, industrial revenue bond, industrial development bond or similar financings to the extent that the
holder of such Indebtedness is the Company or any of its Subsidiaries and (y) Capitalized Lease Obligations to the extent payments in respect of such Capitalized Lease Obligations fund payments made under Indebtedness of the type described in
clause (x) held by the Company or its Subsidiaries shall not constitute Indebtedness and (iii) obligations under the Master Lease or any Additional Lease shall not constitute capital Lease Obligations or any other type of Indebtedness.

 “Indenture” means this Indenture, as amended or supplemented from time to time. 

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 

“Initial Notes” means $375,000,000 aggregate principal amount of 5.625% senior notes due 2024 issued on the Issue Date,
substantially in the form of Exhibit A. 
 “Interest Payment Date” has the meaning set forth in
paragraph 1 of Exhibit A. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s or BBB- (or the equivalent) by S&P or an equivalent rating by any other Rating Agency. 

“Investment Grade Securities” means: 

(a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (other than Cash Equivalents); 
 (b) debt securities or debt instruments with an Investment Grade
Rating at the time of acquisition, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; 

(c) investments in any fund that invests exclusively in investments of the type described in clauses (a) and
(b) which fund may also hold cash pending investment or distribution; and 
 (d) corresponding instruments in countries
other than the United States customarily utilized for high quality investments. 
 “Investment Guarantee” means any
guarantee, directly or indirectly, by the Company or any of its Restricted Subsidiaries of Indebtedness of a Permitted Joint Venture (or any completion guarantee with respect to a Permitted Joint Venture or any agreement to advance funds, property
or services on behalf of a Permitted Joint Venture to maintain the financial condition of such Permitted Joint Venture or any similar obligation with respect to a Permitted Joint Venture); provided that any such guarantee with respect to a
Permitted Joint Venture will continue to constitute an Investment Guarantee in the event that the Permitted Joint Venture 

  
 27 








 
whose obligations are so guaranteed ceases to qualify as a Permitted Joint Venture after such guarantee was entered into. 

“Investment Guarantee Indebtedness” means the obligations of a Permitted Joint Venture to the extent subject to an Investment
Guarantee, on and after the time the Company or one of its Restricted Subsidiaries makes any interest, debt service payment or other comparable payment under such Investment Guarantee with respect to such guaranteed obligations. 

“Investment Guarantee Payments” means any payments made pursuant to any Investment Guarantee. 

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans including Guarantees (or other obligations), advances or capital contributions (excluding (x) commission, travel and similar advances to officers and employees made in the ordinary course of
business, (y) advances to customers made in the ordinary course of business, and (z) accounts receivable, trade credits, endorsements for collection or deposits arising in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. For purposes of determining the amount of any
Investment at any time outstanding, (a) the amount of an Investment will equal the aggregate amount of such Investment, minus (b) the amounts received by the Company and its Restricted Subsidiaries with respect to such Investment,
including with respect to contracts related to such Investment and including (as applicable) principal, interest, dividends, distributions, sale proceeds, repayments of loans or advances, other transfers of assets, the satisfaction, release,
expiration, cancellation or reduction (other than by means of payments by the Company or any of its Restricted Subsidiaries) of Indebtedness or other obligations (including any such Indebtedness or other obligation which have been guaranteed by the
Company or any of its Restricted Subsidiaries, including any Investment Guarantee), payments under relevant management contracts or services agreements or other contracts related to such Investment and other amounts. In addition: 

(1) “Investments” shall not include the occurrence of a Trigger Event or Reverse Trigger Event; and 

(2) if the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any
direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. 

“Issue Date” means April 28, 2016. 

“Landlord” means Pinnacle MLS, LLC, a Delaware limited liability company, in its capacity as landlord under the Master Lease,
and its successors in such capacity and any Subsidiaries of GLPI acting as landlord or co-landlord under the Master Lease. 

  
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 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking
institutions in the City of New York 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 (unless otherwise specified). 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes
for use by such Holders in connection with the Exchange Offer. 
 “Lien” means, with respect to any asset, any mortgage,
lien, pledge, or security interest of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement and any lease in the nature
thereof. 
 “Liquidated Damages” means additional interest payable to Holders of Notes (a) following the occurrence of
a Registration Default on the principal amount of Transfer Restricted Securities held by such Holders as described under the Registration Rights Agreement or (b) pursuant to Section 6.01(b) hereof. 

“Master Lease” means that certain Master Lease, to be entered into before or promptly following the Spin-Off, by and between Landlord and Tenant, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not prohibited by, this Indenture. 

“Meadows Racetrack Acquisition” shall mean the acquisition by the Company or a wholly-owned subsidiary of the Company of The
Meadows Racetrack and Casino located in Washington, Pennsylvania from GLPI pursuant to that certain Agreement and Plan of Merger, dated March 29, 2016. 

“Merger” refers to the merger of Pinnacle Predecessor with and into Gold Merger Sub, LLC, a direct, wholly owned subsidiary
of GLPI, with Gold Merger Sub, LLC surviving the merger as a wholly-owned subsidiary of GLPI, pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of July 20, 2015, as amended pursuant to
Amendment No. 1 thereto, dated as of March 25, 2016, among Pinnacle Predecessor, GLPI and Gold Merger Sub, LLC. 

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

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with
GAAP and before any reduction in respect of preferred stock dividends. 
 “Net Proceeds” means the aggregate cash proceeds
(including cash proceeds received by way of deferred payment of principal pursuant to a note or otherwise, but only as and when received) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, net (without
duplication) of (a) any payments, fees, commissions, costs and other 

  
 29 








 
expenses incurred in connection with or relating to such Asset Sale, including legal, accounting and investment banking fees and underwriting, brokerage and sales commissions, and survey, title
and recording expenses, transfer taxes and expenses incurred for preparing such assets for sale, and any relocation expenses incurred as a result of the Asset Sale, (b) taxes paid or payable or estimated in good faith to be payable as a result
of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (c) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness pursuant to the
Credit Agreement or other Indebtedness of the Company or any Restricted Subsidiary, secured by a Lien on the asset or assets that were the subject of such Asset Sale, (d) any reserve for adjustment in respect of the sale price of such asset or
assets established in accordance with GAAP, (e) all distributions and other payments required to be made as a result of such Asset Sale to any person (other than the Company and its Restricted Subsidiaries) having a beneficial interest in the
assets subject to such Asset Sale, and (f) amounts reserved, in accordance with GAAP, against any liabilities associated with the Asset Sale and related thereto, including pension and other retirement benefit liabilities, purchase price
adjustments, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale. 

“Non-U.S. Person” means a Person who is not a U.S. Person. 

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

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, liquidated damages, other
damages and other liabilities and obligations payable under the documentation governing any Indebtedness, including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable instrument governing or
evidencing such Indebtedness. 
 “Offering Memorandum” means the offering memorandum of PNK Entertainment, Inc., dated
April 12, 2016, with respect to the Initial Notes. 
 “Officer” means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Chief Accounting Officer, the Controller, the Secretary, any Assistant Secretary or any
Vice-President of such Person. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company
by two Officers of the Company that meets the requirements of Section 12.05 hereof. 
 “144A Global Note” means a
Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in
a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. 
 “Opinion of
Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee that meets the requirements of Section 12.05 hereof. The counsel shall be an attorney employed by, or counsel to, the Company or any Subsidiary of
the Company. 

  
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 “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 Business” means any business of the type in which the Company and its Restricted Subsidiaries are engaged on the
Issue Date, or any business reasonably related, incidental or ancillary thereto, including assets or businesses complementary thereto (which shall include online gaming related assets) (or assets or businesses required by a Gaming Authority in order
to manage, own, operate, develop, construct, improve or acquire a Gaming Facility in connection with the licensing approval of such Gaming Facility) and the development, improvement, expansion or operation of any Gaming Facility (including any
land-based, dockside, riverboat or other type of casino or “racino”). 
 “Permitted Business Assets” means
(a) one or more Permitted Businesses, (b) a controlling equity interest in any Person whose assets consist primarily of one or more Permitted Businesses or assets referred to in the following clause (c), (c) assets that are used or
useful in a Permitted Business, or (d) any combination of the preceding clauses (a), (b) and (c), in each case, as determined by the Company’s Board of Directors or management in its good faith judgment. 

“Permitted Investments” means: 

(1) any Investment in the Company or in a Restricted Subsidiary of the Company; 

(2) any Investment in cash or Cash Equivalents; 

(3) any Investment by the Company or any Subsidiary of the Company in a Person if, as a result of, or in connection with, such
Investment: 
 (a) such Person becomes a Restricted Subsidiary of the Company; or 

(b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; 

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and
in compliance with Section 4.10 hereof or any other disposition not constituting an Asset Sale; 
 (5) any Investment
solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company or made with the proceeds of a substantially concurrent sale of such Equity Interests made for such purpose; 

(6) any Investments received (a) in exchange for or in compromise of obligations incurred in the ordinary course of
business, including in satisfaction of judgments, in settlement of delinquent or overdue accounts or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade


  
 31 








 
creditor, customer or other debtor, or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to a secured Investment or transfer of title with
respect to any secured Investment in default; 
 (7) Hedging Obligations and other hedge or swap or option agreements entered
into as part of or in connection with an issuance of convertible debt; 
 (8) the extension of credit to customers of the
Company or its Restricted Subsidiaries consistent with gaming industry practice in the ordinary course of business; 
 (9)
loans and advances to officers, directors and employees for payroll, business-related travel expenses, moving or relocation expenses, drawing accounts and other similar expenses, in each case, incurred in the ordinary course of business; 

(10) loans and advances to officers, directors and employees other than incurred pursuant to clause (9) of this definition
in an aggregate amount not to exceed $10.0 million outstanding at any time; 
 (11) receivables owing to the Company or any
of its Restricted Subsidiaries if created or acquired in the ordinary course of business; 
 (12) Investments in any Person
to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits (including deposits made with respect to gaming
licenses) made in the ordinary course of business; 
 (13) any Investment existing or committed on the Issue Date or an
Investment consisting of any extension, modification or renewal of any Investment existing or committed on the Issue Date so long as such extension, modification or renewal does not increase the Investment as in effect at the Issue Date or is not
materially adverse to the interests of the Holders of the Notes; 
 (14) Investments of any Person in existence at the time
such Person becomes a Subsidiary of the Company, provided such Investment was not made in connection with or in anticipation of such Person becoming a Subsidiary of the Company; 

(15) any purchase of Indebtedness under the Notes, the Credit Facilities any other Indebtedness, Disqualified Stock or
preferred stock incurred in accordance with this Indenture and, in each case, the guarantees related thereto (other than any of the foregoing constituting Indebtedness subordinated in right of payment to the Notes); 

(16) (a) a Permitted Joint Venture Investment and (b) any Investment Guarantee Payments with respect to a guarantee,
agreement or other extension of credit that qualified as a Permitted Joint Venture Investment at the time the guarantee or extension of credit was made or the agreement was entered into, unless, in the case of this clause (b), such guarantee,
agreement or extension of credit no longer qualifies as a Permitted Joint Venture Investment (whether by reason of a change in the ownership thereof, the continued existence of a written control or management arrangements or of a


  
 32 








 
written agreement for Development Services or otherwise) (it being understood that, in such circumstance, such Investment Guarantee Payments will be permitted to be made but shall be included (at
the option of the Company) (to the extent that the Permitted Joint Venture Investment to which such Investment Guarantee Payment relates was not previously included in clause (x) or (y) of the last proviso of the definition of
“Permitted Joint Venture Investment”) in (x) Permitted Investments (other than this clause (16)) or (y) the calculation of the aggregate amount of Restricted Payments available pursuant to Section 4.07(a)(C)
hereof (as if such Investment were not a Permitted Investment), in which case for the purposes of clause (y) but not clause (x), any payments received at any time in respect of such Investment will be included in Section 4.07(a)(C)(3)); 

(17) any Investment in a Permitted Business in an outstanding amount, taken together with all other Investments made pursuant
to this clause (17) that are at that time outstanding, not to exceed $300.0 million, calculated at the time of such Investment (with the amount of each Investment being measured at the time made and without giving effect to subsequent changes
in value but giving effect to the provisions of the definition of Investments); provided, however, that if an Investment made pursuant to this clause (17) is made in any Person that is not a Restricted Subsidiary as of the date of the
making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this
clause (17) for so long as such Person continues to be a Restricted Subsidiary; 
 (18) the occurrence of a Reverse
Trigger Event; 
 (19) any Investment in any Person in an outstanding amount, taken together with all other Investments made
pursuant to this clause (19) that are at that time outstanding, not to exceed $200.0 million, calculated at the time of such Investment (with the amount of each Investment being measured at the time made and without giving effect to subsequent
changes in value but giving effect to the provisions of the definition of Investments); provided, however, that if an Investment made pursuant to this clause (19) is made in any Person that is not a Restricted Subsidiary as of the date
of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this
clause (19) for so long as such Person continues to be a Restricted Subsidiary; 
 (20) transactions permitted by
Section 4.11(b) (other than pursuant to clauses (iii), (vii), (viii), (xi), (xiii), (xiv) and (xv) of such Section); and 

(21) Investments made in connection with the Transactions or pursuant to or contemplated by the Transaction Agreements: 

(22) Transfers by the Company or a Restricted Subsidiary to an Unrestricted Subsidiary of operational agreements (including,
without limitation, slot machine leases, technical assistance services agreements, trademark and trade name licenses, management services agreements and royalty agreements) or other agreements (or rights


  
 33 








 
under agreements) entered into in the ordinary course of business between the Company or a Restricted Subsidiary, on the one hand, and the Vietnam Subsidiaries or any ACDL Entity, on the other
hand, provided that any such transfer is made in connection with the payment of any dividend or other distribution by the Company or its Restricted Subsidiaries of Equity Interests in the Vietnam Subsidiaries that are Unrestricted Subsidiaries or
the Equity Interests of any ACDL Entity; 
 (23) contributions, payments, loans or remittances from the Company or a
Restricted Subsidiary of the Vietnam Contribution Amount to a Vietnam Subsidiary at a time when such Vietnam Subsidiary is an Unrestricted Subsidiary; 

(24) Investments in an amount not in excess of $50.0 million in the aggregate for all such Investments made in reliance upon
this clause (24), for the purpose of making ACDL Investments in an aggregate amount not to exceed $100.0 million outstanding at any time; and 

(25) Investments in an amount not in excess of $25.0 million in the aggregate for all such Investments made in reliance upon
this clause (25), for the purpose of making Retama Parks Investments. 
 “Permitted Joint Venture” means any joint venture
or other arrangement (which may be structured as an unincorporated joint venture, corporation, partnership, association or limited liability company or as a management contract or services agreement, including, without limitation, arrangements with,
or expenditures with respect to, any casinos or “racinos” or Persons that own casinos or “racinos” (including casinos and “racinos” in development or under construction that are not presently
opening or operating) with respect to which the Company or any of its Restricted Subsidiaries (i) owns directly or indirectly in the aggregate at least 25% of the voting power or Equity Interests thereof or (ii) controls or manages the
day-to-day gaming operation of another person pursuant to a written agreement or (iii) provides, has provided, or has entered into a written agreement to provide, Development Services with respect to such entity or the applicable Gaming
Facility, including with respect to or on behalf of any native North American tribe or any agency or instrumentality thereof), in each case, including, without limitation, arrangements to finance, or for the purpose of allowing such joint venture,
casino or “racino”, as the case may be, to finance, the purchase or other acquisition of any fixed or capital assets or the refurbishment of existing assets or properties that develops, adds to or significantly improves the property
of such joint venture, casino or “racino” and assets ancillary or related thereto, or the construction and development (including pre-opening expenses and other funds necessary to achieve
opening and initial operation) of a casino, “racino” or assets ancillary or related thereto. 
 “Permitted Joint
Venture Investment” means any Investment in a Permitted Joint Venture, including by means of any Investment Guarantee; provided that, at the time of and after giving effect to any such Investment (and any other adjustments pursuant
to the definition of “Fixed Charge Coverage Ratio”), the Fixed Charge Coverage Ratio of the Company is at least 2.25 to 1.0 (including any Fixed Charges attributable to Indebtedness constituting Development Expenses, or the proceeds
of which were applied to fund Development Expenses); provided, further, that if a Permitted Joint Venture Investment would, at any time after the date such 

  
 34 








 
Permitted Joint Venture Investment is made or a binding agreement to make such Permitted Joint Venture Investment is entered into, cease to qualify as a Permitted Joint Venture Investment
pursuant to this definition due to a failure of the relevant investee to constitute a Permitted Joint Venture for any reason (whether by reason of a change in the ownership thereof, the continued existence of a written control or management
arrangements or of a written agreement for Development Services or otherwise), then the outstanding amount of such Permitted Joint Venture Investment at such time and additional Investments pursuant to such agreements as then in effect shall, for
the period such Investment does not so qualify, be included (at the option of the Company) (to the extent not previously included in clause (16)(b)(x) or (y) of the definition of “Permitted Investments”) in
(x) Permitted Investments (other than clause (16) of such definition) or (y) the calculation of the aggregate amount of Restricted Payments available pursuant to Section 4.07(a)(C) hereof (as if such Investment were not a
Permitted Investment, in which case, for the purposes of clause (y) but not clause (x), any payments received at any time in respect of such Investment will be included in clause Section 4.07(a)(C)(3)). 

“Permitted Liens” means: 

(1) Liens on property of the Company or any Restricted Subsidiary securing obligations under or in respect of any Credit
Facilities or other Indebtedness, in each case, pursuant to clause (1) of Permitted Debt (“Basket Debt”), including Basket Debt reclassified by the Company as Indebtedness Incurred under the Fixed Charge Coverage Ratio test set
forth in Section 4.09 (such reclassified Indebtedness being referred to as “Reclassified Secured Indebtedness”); provided, that for purposes of determining the maximum aggregate principal amount of Indebtedness that may
be secured by Liens under this clause (1), the Reclassified Secured Indebtedness will continue to be treated as if it were Indebtedness outstanding under the Basket Debt for that purpose only; provided further, that reclassification of Basket
Debt to Reclassified Secured Indebtedness shall not be considered the creation, incurrence, or assumption of a Lien for purposes of the obligations described under Section 4.12 and (b) Liens on property of any Restricted Subsidiary
securing obligations of such Restricted Subsidiary; 
 (2) Liens in favor of the Company or any Restricted Subsidiary; 

(3) Liens on property of a Person (and its Subsidiaries) existing at the time such Person is merged with or into or
consolidated with the Company or any Subsidiary of the Company or otherwise becomes a Subsidiary of the Company and amendments or modifications thereto and replacements or refinancings thereof; provided that such Liens were not granted in
connection with, or in anticipation of, such merger or consolidation or acquisition and do not extend to any assets other than those of such Person (and its Subsidiaries) merged into or consolidated with the Company or the Subsidiary or which
becomes a Subsidiary of the Company; 
 (4) Liens (including extensions, renewals or replacements thereof) on property
existing at the time of acquisition of the property by the Company or any Subsidiary of the Company, provided that such Liens were not incurred in anticipation of such acquisition; 

  
 35 








 (5) (a) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (b) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types of insurance or social security or premiums with respect thereto (and Liens on proceeds of related policies); (c) Liens imposed by Gaming Laws or Gaming Authorities, and Liens on deposits made to secure
gaming license applications or to secure the performance of surety or other bonds; and (d) Liens securing obligations with respect to letters of credit issued in connection with any of the items referred to in this clause (5); 

(6) Liens to secure Indebtedness (including Purchase Money Indebtedness and Capital Lease Obligations) permitted by
Section 4.09(b)(4) hereof covering only the assets being financed with such Indebtedness (and directly related assets, including proceeds (including insurance proceeds) and replacements thereof or assets which were financed with Indebtedness
permitted by such clause that has been refinanced (including successive refinancings)); 
 (7) Liens existing on the Issue
Date; 
 (8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent for a period of
ninety days or that are being contested in good faith by appropriate proceedings, provided that any reserve required by GAAP has been made therefor; 

(9) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by the Company or
any Restricted Subsidiary of the Company to the extent securing non-recourse Indebtedness or other Indebtedness of an Unrestricted Subsidiary or joint venture; 

(10) Liens securing obligations to the Trustee pursuant to the compensation and indemnity provisions of this Indenture and
Liens owing to an indenture trustee in respect of any other Indebtedness permitted to be incurred under Section 4.09 hereof; 

(11) Liens on trusts, cash or Cash Equivalents or other funds provided in connection with the defeasance (whether by covenant
or legal defeasance), discharge or redemption of Indebtedness; 
 (12) Liens on securities constituting “margin
stock” within the meaning of Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System, to the extent that (i) prohibiting such Liens would result in the classification of the obligations of the Company under
the Notes as a “purpose credit” and (ii) the Investment by the Company in such margin stock is permitted by this Indenture; 

(13) Liens securing Permitted Refinancing Indebtedness; provided that any such Lien attaches only to the assets
encumbered by the predecessor Indebtedness and after acquired assets of a similar type, unless the Incurrence of such Liens is otherwise permitted under this Indenture; 

  
 36 








 (14) Liens arising out of judgments or awards not resulting in a default; 

(15) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered
into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; 
 (16) bankers’ Liens,
rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Company or any of its Restricted Subsidiaries, in each case granted in the ordinary course of
business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting
arrangements; 
 (17) Permitted Vessel Liens; 

(18) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or
consignment of goods; 
 (19) other Liens securing Indebtedness that is permitted by the terms of this Indenture to be
outstanding having an aggregate principal amount at any one time outstanding not to exceed $25.0 million; 
 (20) Liens to
secure Indebtedness incurred pursuant to clause (20) of Permitted Debt; provided that such Liens do not encumber any assets of the Company or any Restricted Subsidiary other than Foreign Subsidiaries; 

(21) Liens arising pursuant to Indebtedness constituting Development Expenses or used to fund Development Expenses incurred
pursuant to clause (21) of Permitted Debt; 
 (22) Liens Incurred to secure Indebtedness permitted to be incurred
pursuant to the covenant described under Section 4.09; provided that, with respect to Liens securing Indebtedness permitted under this clause, at the time of incurrence and after giving pro forma effect thereto, the Consolidated
Secured Leverage Ratio of the Company would be no greater than 2.0 to 1.0 (deducting Development Expenses from Consolidated Total Indebtedness pursuant to clause (c) of the definition of Consolidated Total Indebtedness) and 2.5 to 1.0 (without
deducting Development Expenses from Consolidated Total Indebtedness pursuant to clause (c) of the definition of Consolidated Total Indebtedness); 

(23) (i) Liens pursuant to the Master Lease, any Additional Lease and similar leases entered into for the purpose of, or with
respect to, operating or managing gaming facilities and related assets, which Liens are limited to the leased property under the applicable lease and granted to the landlord under such lease for the purpose of securing the obligations of the tenant
under such lease to such landlord and (ii) Liens on cash and Cash Equivalents (and on the related escrow accounts or similar accounts, if any) required to be paid to the lessors (or lenders to such lessors) under such leases or


  
 37 








 
maintained in an escrow account or similar account pending application of such proceeds in accordance with the applicable lease; 

(24) Liens created by applicable Trust Agreements; 

(25) Liens securing obligations of any Person in respect of employee deferred compensation and benefit plans in connection with
“rabbi trusts” or other similar arrangements; 
 (26) Liens securing Capitalized Lease Obligations to the
extent payments in respect of such Capitalized Lease Obligations fund payments made under Indebtedness consisting of mortgage, industrial revenue bond, industrial development bond and similar financings to the extent that the holder of such
Indebtedness is the Company or its Subsidiaries; 
 (27) Liens to secure Hedging Obligations and cash management obligations,
obligations in respect of banking services relating to treasury, depositary and cash management services, automated clearinghouse transfer of funds and purchase cards, credit cards or similar services; 

(28) grants of software, intellectual property, and other technology licenses; 

(29) Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in
the ordinary course of business, in respect of obligations not constituting Indebtedness and not past due more than 30 days or that are being contested in good faith by appropriate proceedings; provided that adequate reserves shall have been
established therefor in accordance with GAAP; 
 (30) easements, rights-of-way, zoning restrictions, reservations,
encroachments and other similar charges or encumbrances in respect of real property which do not, individually or in the aggregate, materially interfere with the conduct of business by the Company or any Restricted Subsidiary, taken as a whole; 

(31) Liens upon specific items of inventory or equipment and proceeds thereof, Incurred to secure obligations in respect of
bankers’ acceptances issued or created for the account of the Company or its Restricted Subsidiary in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or equipment; and 

(32) Liens securing letter of credit Obligations permitted to be Incurred hereunder Incurred in connection with the purchase of
inventory or equipment by the Company or Restricted Subsidiary in the ordinary course of the business and secured only by such inventory or equipment, the documents issued in connection therewith and the proceeds thereof. 

“Permitted Refinancing Indebtedness” means any Indebtedness, Disqualified Stock or preferred stock of the Company or any of
its Restricted Subsidiaries issued within 60 days after repayment of, in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease (whether by covenant or legal defeasance), discharge, redeem,


  
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tender for, repay, refund or otherwise retire or acquire for value, in whole or in part (collectively, a “refinancing”), any Indebtedness, Disqualified Stock or preferred stock
of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: 
 (1) the
principal amount (or accreted value or liquidation preference, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value or liquidation preference, if applicable) of the Indebtedness,
Disqualified Stock or preferred stock refinanced (plus all accrued interest on the Indebtedness, all accrued dividends on the Disqualified Stock or preferred stock and the amount of all prepayment penalties, fees, expenses and premiums incurred in
connection therewith); 
 (2) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final
maturity date of the Indebtedness, Disqualified Stock or preferred stock being refinanced (or, if earlier, 91 days after the Stated Maturity of the Notes), and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being refinanced; 
 (3) if the Indebtedness
being refinanced is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained
in the documentation governing the Indebtedness being refinanced; and 
 (4) such Indebtedness, Disqualified Stock or
preferred stock is incurred either by the Company or by the Restricted Subsidiary who is the obligor (as primary obligor or guarantor) or issuer on the Indebtedness, Disqualified Stock or preferred stock being refinanced. 

“Permitted Vessel Liens” means maritime Liens on ships, barges or other vessels for damages arising out of a maritime tort,
wages of a stevedore, when employed directly by a person listed in 46 U.S.C. Section 31341, crew’s wages, salvage and general average, whether now existing or hereafter arising and other maritime Liens which arise by operation of law
during normal operations of such ships, barges or other vessels. 
 “Person” means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 

“Pinnacle Predecessor” means the Delaware corporation known as Pinnacle Entertainment, Inc. immediately prior to the Merger.

 “Pre-Opening Expenses” means, with respect to any fiscal period, the amount of expenses (including Fixed Charges)
incurred with respect to capital projects which are classified as “pre-opening expenses” on the applicable financial statements of the Company and its Restricted Subsidiaries for such period, prepared in accordance with GAAP. 

  
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 “Private Placement Legend” means the legend set forth in Section 2.06(g)(i)
to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Pro
Forma Cost Savings” means the amount of cost savings, operating expense reductions and synergies and other improvements that have been realized or are projected by the Company in good faith to be realized as a result of specified actions
taken or steps or actions that have been initiated, or as a result of actions which are reasonably expected to be taken or steps which are reasonably expected to be initiated within 18 months after the closing of the applicable transaction or
implementation of an initiative or restructuring that is expected to result in such cost savings, expense reductions, synergies or other improvements (in each case in the good faith determination of the Company), including in connection with any of
the Transactions and the transaction which is being given pro forma effect for the calculation, and are factually supportable, including, but not limited to, the execution or termination of any contracts, reduction of costs related to
administrative functions, the termination of any personnel or the closing (or the approval by the Board of Directors of the Company or any other Person acquiring the Company or having control over the Company after giving effect to any Change of
Control of any closing) of any facility, as applicable (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies and other improvements had been realized during the entirety of the applicable
period), net of the amount of actual benefits realized during such period from such actions (regardless of whether those cost savings and operating expense reductions could then be reflected in pro forma financial statements under GAAP, Regulation S-X promulgated by the Commission or any other regulation or policy of the Commission); provided, that the aggregate amount of additions made to Consolidated Cash Flow for any test period
pursuant to this definition shall not (i) exceed 15.0% of Consolidated Cash Flow for such test period (after giving effect to this definition) or (ii) be duplicative of one another. 

“Purchase Money Indebtedness” means Indebtedness of the Company or any of its Restricted Subsidiaries incurred for the
purpose of financing, within 270 days of incurrence, all or any part of the purchase price or cost of installation, construction or improvement of any property (and including funds held in escrow or disbursement accounts for greater than 270 days
pending application for such purposes). 
 “QIB” means a “qualified institutional buyer” as defined in
Rule 144A. 
 “Rating Agency” means (a) Moody’s or S&P or (b) if Moody’s or S&P or both
shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a resolution of the Company’s Board of Directors) which shall
be substituted for Moody’s or S&P or both, as the case may be. 
 “Rating Category” means (a) with respect to
S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (b) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and
(c) the equivalent of any such category of S&P or Moody’s used by another Rating Agency selected by the Company. In determining whether the rating of the Notes has 

  
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decreased by one or more gradations, gradations within Rating Categories ((i) + and – for S&P; (ii) 1, 2 and 3 for Moody’s; and (iii) the equivalent gradations for another
Rating Agency selected by the Company) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, or from BB- to B+, will constitute a decrease of one gradation). 

“Rating Date” means the date which is 90 days prior to the earlier of (a) a Change of Control or (b) public notice
of the occurrence of a Change of Control or of the intention by the Company to effect a Change of Control. 
 “Rating
Decline” shall be deemed to occur if, within 90 days after public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible
downgrade by either of the Rating Agencies with respect to a Rating Category), the rating of the Notes by each Rating Agency shall be decreased by one or more gradations to or within a Rating Category (including gradations within Rating Categories
as well as between Rating Categories) as compared to the rating of the Notes on the Rating Date. 
 “Reclassified Vietnam
Receipts” means all Vietnam Receipts which, as determined in good faith by the Company, will no longer be deemed available for contributions, distributions, or other payments to any Vietnam Subsidiary that is an Unrestricted Subsidiary
under clause (23) of the definition of “Permitted Investments,” provided that such amount does not exceed the balance of the Vietnam Contribution Amount immediately prior to such reclassification. 

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 
 “Reference Treasury
Dealer” means any primary U.S. government securities dealer in the City of New York (a “Primary Treasury Dealer”) selected by the Company. 

“refinancing” has the meaning set forth in the definition of “Permitted Refinancing Indebtedness” and
“refinance” has a corresponding meaning. 
 “Registration Default” means Registration Default as defined in the
Registration Rights Agreement. 
 “Registration Rights Agreement” means (a) the registration rights agreement dated as
of the date of this Indenture among the Company and the representative of the initial purchasers thereto, or (b) any future registration rights agreement entered into by the Company relating to Additional Notes, in the case of each of clauses
(a) and (b), as such agreement may be amended, modified or supplemented from time to time. 
 “Regulation S” means
Regulation S promulgated under the Securities Act. 

  
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 “Regulation S Global Note” means a Global Note bearing the Private Placement
Legend and deposited with or on behalf of the Depositary and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S. 
 “Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee with direct
responsibility for the administration of this Indenture. 
 “Restricted Definitive Note” means a Definitive Note bearing
the Private Placement Legend. 
 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

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

“Restricted Period,” with respect to any Notes, means the period of 40 consecutive days beginning on and including the later
of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, written notice of which day shall be promptly given by the Company to the
Trustee, and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Securities, it means the comparable period of 40 consecutive days. 

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. 

“Retama Park Investment” means any Investment (i) in Pinnacle Retama Partners, LLC (whether made directly or through one
or more Unrestricted Subsidiaries) or (ii) in any other Person made in connection with any development, construction, acquisition, management, operation, licensing or other business activity with, involving or relating to Pinnacle Retama
Partners, LLC. 
 “Reverse Trigger Event” means after the occurrence of a Trigger Event, the transfer of the Equity
Interests of any other Person that was previously a Restricted Subsidiary to the Company or any of its Restricted Subsidiaries pursuant to the terms of any Trust Agreement. 

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

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

“Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated the Securities Act. 

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

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

“Separation and Distribution Agreement” means the separation and distribution agreement between the Company and Pinnacle
Predecessor, and, solely with respect to Article VIII thereof, Gaming and Leisure Properties, Inc., to be entered into at or about the time of the Spin-Off or promptly thereafter, as it may be amended, restated, replaced or otherwise modified from
time to time in accordance with, or as not prohibited by, this Indenture. 
 “Shelf Registration Statement” means the Shelf
Registration Statement as defined in the Registration Rights Agreement. 
 “Significant Subsidiary” means any Subsidiary
that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. 

“Spin-Off” means, collectively, (a) the contribution of substantially all of
assets and liabilities other than those associated with the real property and real estate development business of Pinnacle Predecessor (including the assets and liabilities associated with the properties subject to the Master Lease) to the Company
(b) the distribution of all of the outstanding shares of common stock of the Company to Pinnacle Predecessor’s shareholders, (c) the entering into of the Master Lease by and between Tenant and Landlord, and (d) the series of
corporate restructurings and other transactions entered into in connection with the foregoing. 
 “STAR and TIF Bonds”
shall mean, collectively, tax based bonds and tax increment financing bonds issued by a governmental authority to finance the development of (a) approximately thirty-eight (38) acres of unimproved real property located in the City of Reno,
County of Washoe, Nevada and (b) approximately two (2) acres of real property in the City of Reno, County of Washoe, Nevada. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on
which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof. 
 “Subsidiary” means, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation
shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time. Unless otherwise qualified, all references to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company. 
 “Subsidiary Guarantees”
means any Guarantee required to be provided pursuant to Section 4.15 by any Guarantor of the Company’s payment obligations under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture. 

  
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 “Tax Matters Agreement” means the tax matters agreement, dated
July 20, 2015, by and among Pinnacle Predecessor, GLPI and the Company, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not prohibited by, this Indenture. 

“Tenant” means Pinnacle MLS, LLC, a Delaware limited liability company, in its capacity as tenant under the
Master Lease, and its successors in such capacity. 
 “TIA” means the Trust Indenture Act of 1939, as amended
(15 U.S.C. §§ 77aaa-77bbbb), as in effect on the date on which this Indenture is qualified under the TIA, except as provided in Section 9.03 hereof. 

“Transaction Agreements” means the Separation and Distribution Agreement, the Master Lease, the Tax Matters Agreement
and the Employee Matters Agreement, in each case, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with, or as not prohibited by, this Indenture. 

“Transactions” means, collectively, (a) the repayment and replacement of all loans and commitments under Pinnacle
Predecessor’s then existing credit agreement and the purchase, redemption or other acquisition for value of, or retirement, satisfaction or discharge of, the Existing Notes, (b) the Spin-Off and the Merger and the other transactions
contemplated thereby, including the entering into of the Master Lease and the other Transaction Agreements, (c) the issuance of the Notes, (d) the entering into of the Credit Agreement and related documents and the borrowings thereunder on
the Issue Date, (e) any other transactions defined as “Transactions” or contemplated by the Transactions Agreements in the Offering Memorandum or given pro forma effect to in the Offering Memorandum and (f) the payment of fees
and expenses in connection with the foregoing. 
 “Transfer Restricted Securities” means Transfer Restricted
Securities as defined in the Registration Rights Agreement. 
 “Treasury Rate” means, with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption period. 
 “Trigger Event” means the transfer of shares of
capital stock or Equity Interests of any Restricted Subsidiary or any Gaming Facility into trust or similar arrangement pursuant to the terms of any Trust Agreements. 

“Trust Agreements” means any trust or similar arrangement required by any Gaming Authority or any other governmental
agency or authority (whether in connection with an acquisition or otherwise) from time to time, together with any agreements, instruments and documents executed or delivered pursuant to or in connection with such agreements, in each case as such
agreements, instruments or documents may be amended, supplemented, extended, renewed or otherwise modified from time to time. 

  
 44 








 “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.  

“Undeveloped Baton Rouge Property” shall mean approximately 450 acres of undeveloped land adjacent to the
L’Auberge Baton Rouge Property in Baton Rouge, Louisiana, owned by the Company and/or any of its Restricted Subsidiaries as of the Issue Date. 

“Undeveloped Lake Charles Property” shall mean approximately 50 acres of undeveloped land in Lake Charles, Louisiana,
owned by the Company and/or any of its Restricted Subsidiaries as of the Issue Date.  
 “Undeveloped Land”
shall mean the Undeveloped Baton Rouge Property, the Undeveloped Lake Charles Property and any other undeveloped land that the Company and/or any of its Restricted Subsidiaries shall acquire from time to time. 

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the
Private Placement Legend. 
 “Unrestricted Global Note” means a permanent Global Note substantially in the
form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of
the Depositary, representing a series of Notes that do not bear the Private Placement Legend. 
 “Unrestricted
Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that as of the time of such designation: 

(1) either (A) such Subsidiary to be so designated has total assets of $200,000 or less or (B) immediately after
giving pro forma effect to such designation, either (x) the Company could incur $1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (y) the Fixed Charge Coverage Ratio for the Company
and its Restricted Subsidiaries would be greater than the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such designation; 

(2) such Subsidiary is not, at the time of such designation, party to any agreement, contract, arrangement or understanding
with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company, or would otherwise be permitted if entered into at the time of such designation pursuant to Section 4.11; and 

(3) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct
or indirect Investment (including, without duplication, a deemed Investment at the time of designation in an amount equal to the fair 

  
 45 








 
market value of the Investment in the relevant Subsidiary owned by the Company and its Restricted Subsidiaries, it being understood for such purpose that such existing Investments will be
measured by such fair market value) that could not have been made at the time of such designation pursuant to Section 4.07 (including as a Permitted Investment); 

provided that the Existing Unrestricted Subsidiaries shall initially be designated as Unrestricted Subsidiaries without compliance with the preceding
clauses (1), (2) and (3). An Unrestricted Subsidiary shall also automatically include (without any further action required by the Board of Directors, compliance with the preceding conditions or otherwise) any Subsidiary of an Unrestricted
Subsidiary. 
 Any designation of a Subsidiary of the Company (other than any of the Existing Unrestricted Subsidiaries) as an
Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions. If any Unrestricted Subsidiary failed to meet the preceding requirements as an Unrestricted Subsidiary at the time of designation, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in
default of such Section. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 

“U.S. Person” means a U.S. person as defined in Rule 902(o) under the Securities Act.  

“Vietnam Contribution Amount” means all amounts received after the Issue Date by the Company or any Restricted
Subsidiary as Vietnam Receipts less (i) all Reclassified Vietnam Receipts and (ii) all amounts previously distributed, paid or contributed by the Company or any Restricted Subsidiary to a Vietnam Subsidiary after the Issue Date under
clause (23) of the definition of “Permitted Investments”. 
 “Vietnam Receipts” means any
dividend, distribution, payment, reimbursement or other amounts received after the Issue Date from a Vietnam Subsidiary by the Company or any Restricted Subsidiary, in each case during any time such Vietnam Subsidiary is an Unrestricted
Subsidiary. 
 “Vietnam Subsidiary” means (i) any Subsidiary of the Company that directly or indirectly has made an
Investment in an ACDL Entity, or any Subsidiary of the Company that has any contract or arrangement in connection with any development, construction, acquisition, 

  
 46 








 
management, operation, licensing or other business activity with, involving or relating to an ACDL Entity and (ii) any ACDL Entity to the extent it is a Subsidiary of the Company. For the
avoidance of doubt, the term “Vietnam Subsidiary” shall include, without limitation, PNK Development 11, LLC, PNK Development 18, LLC and PNK (VN), Inc. and their respective successors. 

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to
vote in the election of the Board of Directors of such Person. 
 “Weighted Average Life To Maturity” means,
when applied to any Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the
then outstanding principal amount of such Indebtedness. 
 “Wholly Owned Restricted Subsidiary” means, with respect
to any Person, any Wholly Owned Subsidiary of such Person that is a Restricted Subsidiary. Unless the context clearly requires otherwise, all references to any Wholly Owned Restricted Subsidiary means a Wholly Owned Restricted Subsidiary of the
Company. 
 “Wholly Owned Subsidiary” means, with respect to any Person, any corporation, partnership, limited
liability company or other entity of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares or nominee shares required under applicable law) are directly or indirectly owned or controlled by
such Person and/or one or more Wholly Owned Subsidiaries of such Person. Unless the context clearly requires otherwise, all references to any Wholly Owned Subsidiary means a Wholly Owned Subsidiary of the Company.  

Section 1.02 Other Definitions. 
  

					
	 Term
	  	Defined in
Section	 
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Applicable AML Law”
	  	 	12.15	  
	 “Asset Sale Offer”
	  	 	3.09	  
	 “Asset Sale Payment Date”
	  	 	4.10	  
	 “Change of Control Offer”
	  	 	4.14	  
	 “Change of Control Payment”
	  	 	4.14	  
	 “Change of Control Payment Date”
	  	 	4.14	  
	 “Company”
	  	 	Preamble	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “Covenant Termination Event”
	  	 	4.19	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “incur”
	  	 	4.09	  
	 “Indemnified Party”
	  	 	7.07	  


  
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	 Term
	  	Defined in
Section	 
	 “Legal Defeasance”
	  	 	8.02	  
	 “Note Asset Sale Offer”
	  	 	4.10	  
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Pari Passu Asset Sale Offer”
	  	 	4.10	  
	 “Paying Agent”
	  	 	2.03	  
	 “Payment Default”
	  	 	6.01	  
	 “Permitted Debt”
	  	 	4.09	  
	 “Purchase Date”
	  	 	3.09	  
	 “Registrar”
	  	 	2.03	  
	 “Reports Default Notice”
	  	 	6.01	  
	 “Restricted Payments”
	  	 	4.07	  

 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; 

  
 48 








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

(e) the words “include,” “including” and other words of similar import mean “include, without limitation” or
“including, without limitation,” regardless of whether any reference to “without limitation” or words of similar import is made; and the included items do not limit the scope of the more general terms; and the listed included
items are covered whether or not they are within the scope of the more general terms; 
 (f) references to “defeasance” shall mean
both covenant defeasance and legal defeasance, unless otherwise specified; 
 (g) provisions apply to successive events and transactions; and

 (h) 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. 
 ARTICLE II  

THE NOTES 
 Section 2.01 Form and
Dating. 
 (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in
the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. 
 The terms and provisions contained in the Notes shall constitute, and are hereby
expressly made, a part of this Indenture, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note
conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes 

  
 49 








 
represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06
hereof. 
 (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial
interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 
 Section 2.02 Execution and
Authentication. 
 The Notes shall be executed by an Officer or an authorized signatory as identified in an Officers’ Certificate
(pursuant to a power of attorney or other similar instrument). The signature of any such Officer (or authorized signatory) on the Notes shall be by manual or facsimile signature in the name and on behalf of the Company. 

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note,
the Note shall be valid nevertheless. 
 A Note shall not be valid until the Trustee or authenticating agent manually signs the certificate
of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 
 The
Trustee or an authenticating agent shall, upon receipt of a Company Order, authenticate Initial Notes for original issue in an aggregate principal amount of $375,000,000. The aggregate principal amount of the Initial Notes may not exceed
$375,000,000 except as provided in Section 2.07 hereof. The Company may issue, without the consent of the Holders, an unlimited aggregate principal amount of Additional Notes under the Indenture in accordance with Section 2.13,
provided that such issuance is not prohibited by Section 4.09. 
 The Trustee or an authorized agent, shall upon receipt of a
Company Order and an Officers’ Certificate and Opinion of Counsel pursuant to Section 12.04 authenticate Additional Notes for original issue in an aggregate principal amount set forth in the Company Order. 

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 authentication agent. An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate of the Company. 
 The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000
in aggregate principal amount and any integral multiples of $1,000 in excess thereof. 
 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 

  
 50 








 
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
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 for DTC 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 or Liquidated Damages, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While
any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. 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. 

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 seven 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
exchanged by the Company for Definitive Notes if: 

  
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 (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; 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
either of the preceding events in (i), or (ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or 2.07 or 2.10 hereof, shall be authenticated and delivered in the
form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes
shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. 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 Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance
with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a
U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted 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: 

  
 52 








 (A) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 

(B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be 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 consummation of an Exchange Offer by the Company in accordance with Section 2.06(f)
hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the
Restricted Global Notes. 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(h) hereof. 
 (iii) Transfer of
Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following: 
 (A) if
the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

 (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. 

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and: 

  
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 (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement; 
 (B) such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement; or 
 (C) the Registrar receives the following: 

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph (B) or (C) above at
a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (C) above. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or
Exchange of Beneficial Interests for Definitive Notes. 
 (i) Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

  
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 (B) if such beneficial interest is being transferred to a QIB in accordance with
Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such beneficial
interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest
in a Restricted Global Note 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. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial
interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration
Rights Agreement; or 

  
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 (C) the Registrar receives the following: 

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a
Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

 and, in each such case set forth in this subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act. 
 (iii) Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) 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. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend. 
 (d)
Transfer and Exchange of Definitive Notes for Beneficial Interests. 
 (i) Restricted Definitive Notes to
Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

  
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 (A) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such
Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case
of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note. 

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the
Registration Rights Agreement; or 
 (C) the Registrar receives the following: 

  
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 (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (C), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(C) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (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): 

  
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 (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the
transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by
the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement;

 (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; or 
 (C) the Registrar receives the following: 

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (C), if the Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act. 

  
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 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence
of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of a Company Order in accordance with Section 2.02, the Trustee shall authenticate 

(i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not broker-dealers, (y) they are not participating in a distribution of the Exchange Notes
and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer; and 

(ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer. 
 Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the
appropriate principal amount. 
 (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 

(i) Private Placement Legend. (A) Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS
NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED 

  
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INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER)
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF
ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION, ALL IN FORM AND SUBSTANCE SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 

(A) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(ii),
(c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 

  
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 (ii) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO PNK ENTERTAINMENT, INC. ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEROF. 
 THE NOTES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER IMPOSED BY APPLICABLE GAMING LAWS, THE PROVISIONS OF ARTICLE XIII OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION (DEALING WITH GAMING LAWS AND GAMING-RELATED RESTRICTIONS ON OWNERSHIP
AND TRANSFER), INCLUDING ANY AMENDMENTS THERETO OR ANY SUCCESSOR PROVISIONS THERETO, AND SECTION 3.07(e) OF THE INDENTURE (WHICH IS SUMMARIZED ON THIS CERTIFICATE). A COPY OF ARTICLE XIII OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION
IS ON FILE AT THE OFFICE OF THE COMPANY, AND MADE A PART HEREOF AS FULLY AS THOUGH THE PROVISIONS OF SAID PROVISIONS OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION WERE PRINTED IN FULL ON THIS CERTIFICATE, TO ALL OF WHICH THE HOLDER OF
THIS CERTIFICATE, BY ACCEPTANCE HEREOF, ASSENTS AND AGREES TO BE BOUND. ANY HOLDER OF A NOTE MAY OBTAIN, UPON REQUEST AND WITHOUT CHARGE, A COPY OF SUCH PROVISIONS OF THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION. ANY SUCH REQUEST SHALL
BE ADDRESSED TO THE SECRETARY OF THE COMPANY. 

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

(i) 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 receipt of a Company 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, 3.09, 4.10, 4.14 and 9.05 hereof). 

(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part. 
 (iv) All Global Notes and Definitive Notes
issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid 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) The Company shall not 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 mailing of a notice of redemption under Section 3.03 hereof and ending at the close of business on
the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to
exchange a Note between a record date and the next succeeding Interest Payment Date. 

  
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 (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and
none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
 (vii) The Trustee shall
authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. 
 (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. 

(ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among depositary participants or beneficial owners of interests in any Global Note) other
than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof. 
 (x) Neither the Trustee nor any Agent shall have any responsibility or
liability for any actions taken or note taken by the Depositary. 
 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, the Company shall issue and the Trustee, upon receipt of a Company 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 for its expenses in replacing a Note. 
 Every replacement Note is an additional obligation of the Company and shall be entitled to
all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company 

  
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holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 

Section 2.09 Treasury Notes. 
 In
determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 
 Section 2.10 Temporary Notes. 

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of a Company 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 canceled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). The
Trustee shall notify the Company in writing upon cancellation of any Notes. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

  
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 Section 2.12 Defaulted Interest. 

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall 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 Issuance of Additional Notes. 

The Company shall be entitled to issue, without the consent of the Holders, Additional Notes under this Indenture that shall be substantially
identical in all respects to the Initial Notes, except that Additional Notes may have different issuance prices, will have different issuance dates and may have different CUSIP numbers and Additional Notes may have redemption provisions conditioned
on any particular transaction, and, as a result may not be fungible with or treated as the same issue as the Notes offered in this offering for United States federal income tax purposes. The Initial Notes and any Additional Notes and all Exchange
Notes shall be treated as a single class for all purposes under this Indenture. 
 With respect to any Additional Notes, the Company shall
set forth in a resolution of its Board of Directors and in a Company Order, a copy of each of which shall be delivered to the Trustee, the following information: 

(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and

 (2) the issue price, the issue date, the “CUSIP” number (if then generally in use) of such Additional Notes, the
first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue; provided, however, that no Additional Notes may be issued at a price that
would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. 

In authenticating such Additional Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the
Trustee shall receive, and shall be fully protected in relying upon: 
 (1) an executed supplemental indenture, if any; 

(2) an Officers’ Certificate delivered in accordance with Section 12.04; and 

  
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 (3) an Opinion of Counsel which shall state (subject to customary assumptions, qualifications and
exceptions): 
 (i) that the form and terms of such Notes have been established in conformity with the provisions of this Indenture; 

(ii) that such Notes, have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company
under the Delaware General Corporation Law, and when duly authenticated by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preferences and other
similar laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in equity or at law). 

Section 2.14 Designation. 
 Any Additional
Notes issued under this Indenture will rank pari passu in right of payment with the Initial Notes. 
 Section 2.15 CUSIP Numbers. 

The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and
that reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change
in the “CUSIP” numbers. 
 ARTICLE III 

REDEMPTION AND PREPAYMENT 
 Section 3.01
Notices to Trustee. 
 If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date (except to the extent shorter or longer notice of redemption may be given to Holders as provided in Section 3.03), an Officers’
Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. 

  
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 Section 3.02 Selection of Notes To Be Redeemed. 

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with DTC procedures; provided that any redemption pursuant to Section 3.07(b) hereof shall be effected on a by lot basis (subject to DTC procedures) unless such method is otherwise prohibited or is not practicable. In the
event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from
the outstanding Notes not previously called for redemption or purchase. 
 The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole
multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $2000 or a multiple of $1,000, shall be redeemed or
purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

Section 3.03 Notice of Redemption. 

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall
mail or cause to be mailed, by first class mail (or in the case of Global Notes, give pursuant to applicable DTC procedures), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that
(i) redemption notices may be mailed or given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes (whether by covenant or legal defeasance) or a satisfaction and discharge of this
Indenture and (ii) redemption notices may be mailed or given less than 30 or more than 60 days prior to a redemption date if so required by any applicable Gaming Authority in connection with a redemption described under Section 3.07(d)
hereof. 
 In connection with any redemption of Notes (including with the net cash proceeds of an Equity Offering), any such redemption may,
at the Company’s discretion, be subject to one or more conditions precedent, such as refinancing, acquisitions or Equity Offerings. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such
notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and
such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed. 

  
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 The notice shall identify the Notes (including CUSIP number(s)) 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, in the case of physical Notes a new Note or Notes in aggregate principal amount
equal to the unredeemed portion shall be issued upon cancellation of the original Note; 
 (d) the name and address of the Paying Agent; 

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(f) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date, subject to the satisfaction of any condition to such redemption; 
 (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 written
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 10 days prior to the date on which the Trustee
shall send out the notice of redemption (unless a shorter period is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in
the preceding paragraph. 
 Nothing in this Indenture shall otherwise prohibit or prevent, the Company or its Affiliates from, at any time,
and from time to time, acquiring Notes or other Indebtedness, whether through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices
as well as with such consideration as the Company or any such affiliates may determine. 
 Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable
on the redemption date at the redemption price, subject to the satisfaction of any condition to such redemption. 

  
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 Section 3.05 Deposit of Redemption or Purchase Price. 

No later than 10:00 a.m. New York City time on the redemption or purchase date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption or purchase price of, and accrued and unpaid interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased 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 or purchase price of, accrued interest and Liquidated Damages, if any, on, all Notes to be redeemed or
purchased. 
 If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, subject
to the satisfaction of any conditions to such redemption, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased 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 or purchase shall not be so
paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to
the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 

Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased 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 aggregate principal amount to the unredeemed or unpurchased portion of the Note surrendered. 

Section 3.07 Optional Redemption and Gaming Redemption. 

(a) At any time prior to May 1, 2019, the Company may redeem the Notes for cash at its option, in whole or in part, at any time or from
time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes being redeemed and (2) the present value at such redemption date of (x) the redemption price of the Note at May 1, 2019
(such redemption price being set forth in the table appearing below under subparagraph (c)) plus (y) all required interest payments due on the Note through May 1, 2019 (excluding accrued but unpaid interest to, but not including, the
redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points, together in either case with accrued and unpaid interest and Liquidated Damages, if any, to but not including, the
redemption date. 
 (b) At any time prior to May 1, 2019, the Company may on any one or more occasions redeem the Notes, in whole or in
part, at any time or from time to time, issued under this Indenture at a redemption price of 105.625% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but not including, the redemption date, with an
amount of cash equal to net cash proceeds of one or more Equity Offerings; provided that: (1) 

  
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at least 65% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries); and (2) the redemption occurs within 180 days after the date of the closing of such Equity Offering. 

(c) Except as described in subparagraphs (a) and (b) above, the Notes will not be redeemable at the Company’s option prior to
May 1, 2019. On and after May 1, 2019, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest on the Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below: 

 

					
	 Year
	  	Percentage	 
	 2019
	  	 	104.219	% 
	 2020
	  	 	102.813	% 
	 2021
	  	 	101.406	% 
	 2022 and thereafter
	  	 	100.000	% 

 (d) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a
Holder or Beneficial Owner of Notes (or an Affiliate of such Holder or Beneficial Owner), or (2) any Gaming Authority requires that a Holder or Beneficial Owner of Notes (or an Affiliate thereof) must either (i) be licensed, qualified or
found suitable under any applicable Gaming Laws or (ii) reduce its position in the Notes to below a level that would require licensure, qualification or a finding of suitability, and such Holder or Beneficial Owner (or Affiliate thereof):
(A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or
(B) fails to reduce its position in the Notes appropriately, or (C) is denied such license or qualification or not found suitable, or (3) any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be
redeemed, subject to applicable Gaming Laws, the Company shall have the right, at its option: (i) to require any such Holder or Beneficial Owner to dispose of its Notes (or applicable portion of Notes) within 30 days (or such earlier date
as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (ii) to call for the redemption of the Notes (or applicable portion of Notes) of such Holder or Beneficial Owner at a
redemption price equal to the least of: (A) the principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the earlier of the date of redemption or the date of the denial of license or qualification or
of the finding of unsuitability by such Gaming Authority, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest and to, but not including, the earlier of the date of redemption or
the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority
that a Holder or Beneficial Owner of Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or Beneficial Owner will not have any further rights
with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest or additional interest, if 

  
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any, or any other distribution nor payment with respect to the Notes, or (3) receive any remuneration in any form from the Company or its Affiliates for services rendered or otherwise,
except the redemption price of the Notes. 
 The Company shall notify the Trustee in writing of any such redemption as soon as practicable,
and in any event, no later than five Business Days after receiving notice from the Gaming Authority of such notice or finding. The Holder or Beneficial Owner applying for license, qualification or a finding of suitability must pay all costs of the
licensure or investigation for such qualification or finding of suitability. 
 (e) Any redemption pursuant to this Section 3.07 shall
be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
 Section 3.08 Special Mandatory Redemption. 

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

Section 3.09 Offer To Purchase by Application of Excess Proceeds. 

In the event that, pursuant to Section 4.10 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes
(an “Asset Sale Offer”), it shall follow the procedures specified below. 
 The Asset Sale Offer shall be made to all
Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with proceeds of sales of assets. The Asset Sale
Offer shall remain open for a period of at least 20 Business Days following its commencement and no more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later
than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof (the “Offer
Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid
interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale
Offer. 
 Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the
Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the
Asset Sale Offer, shall state: 

  
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 (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and
Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; 
 (b) the Offer Amount, the purchase price and the
Purchase Date; 
 (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; 

(d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to
accrete or accrue interest after the Purchase Date; 
 (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof only; 
 (f) that Holders
electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry
transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; 

(g) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives,
not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his
election to have such Note purchased; 
 (h) that, if the aggregate principal amount of Notes and other pari passu Indebtedness
surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness
surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and 

(i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in aggregate principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer). 
 On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a 

  
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new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the
Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. 

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE IV 

COVENANTS 
 Section 4.01 Payment of
Notes. 
 The Company shall pay or cause to be paid the principal of, premium, if any, interest and Liquidated Damages, if any, on the
Notes on the dates and in the manner provided in the Notes in U.S. Dollars. Principal, premium or Liquidated Damages, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium or Liquidated Damages, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) 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 (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02 Maintenance of Office or
Agency. 
 The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office
of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

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


  
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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 SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee, with written
instructions for mailing (or in the case of Global Notes, delivery pursuant to applicable DTC procedures) to the Holders of Notes, upon Holder request, within 30 days after the time periods specified in the SEC’s rules and regulations for a
non-accelerated filer, (i) all quarterly and annual financial information that is filed or that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, as applicable, if or as 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 on the annual financial statements 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. The availability of the foregoing materials on the SEC’s EDGAR service (or
any successor thereto) shall be deemed to satisfy the Company’s obligations to furnish such materials to the Trustee for mailing (or in the case of Global Notes, delivery pursuant to applicable DTC procedures) to the Holders of Notes upon
Holder request, provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the EDGAR service (or its successor). Delivery of such
reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Company shall promptly notify the Trustee whenever it shall have filed
a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K; provided that the failure to so notify the Trustee shall not be deemed a failure to comply with this Section 4.03(a). 

(b) In addition, the Company has agreed that, for so long as any Notes remain outstanding, if the Company is not required to file with the SEC
the reports required by Section 4.03(a), it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

 Section 4.04 Compliance Certificate. 

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, beginning for the fiscal year ending
December 31, 2016, an Officers’ Certificate (which Officers’ Certificate must be signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company) stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal year has 

  
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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 premium on, if any,
interest or Liquidated Damages, it any 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, forthwith upon any Officer becoming 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 Taxes. 
 The Company shall
pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect
such payment is not adverse in any material respect to the Holders of the Notes. 
 Section 4.06 Stay, Extension and Usury 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, extension or usury 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 4.07 Restricted Payments. 

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(i) declare or pay any dividend or make any other distribution on account of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) to the Company or a Restricted Subsidiary of the Company); 

  
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 (ii) purchase, redeem or otherwise acquire or retire for value (A) any
Equity Interests of the Company (other than Disqualified Stock within 365 days of the Stated Maturity of such Disqualified Stock) or (B) any preferred stock of a Restricted Subsidiary of the Company (other than within 365 days of the
Stated Maturity thereof), in the case of each of clauses (A) and (B), other than any such Equity Interests or preferred stock held by the Company or a Restricted Subsidiary of the Company; 

(iii) make any payment of principal on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for
value, any Indebtedness of the Company that is subordinated in right of payment to the Notes (except a payment within 365 days of the Stated Maturity thereof and other than Indebtedness permitted under Section 4.09(b)(6) hereof); or 

(iv) make any Restricted Investment (all such payments and other actions set forth in these clauses (i) through
(iv) being collectively referred to as “Restricted Payments”), 
 unless, at the time of and after giving effect to such Restricted
Payment: 
 (A) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such
Restricted Payment; 
 (B) the Company would, at the time of such Restricted Payment and after giving pro forma effect
thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a) hereof; and 
 (C) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by Section 4.07(b) (other than clause (i) thereof)), is less than the sum, without duplication, of: 

(1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the
first fiscal quarter immediately following the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus 
 (2) 100% of (x) the aggregate net cash
proceeds and the fair market value of readily marketable securities or other property, received by the Company since the Issue Date (i) as a contribution to its common equity capital, or (ii) from the issue or sale of Equity Interests of
the Company (other than Disqualified Stock), or (iii) from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company, in each case in this clause (iii), that have been
converted into or exchanged for such Equity 

  
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Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus 

(3) to the extent that any Restricted Investment (including to designate a Subsidiary as an Unrestricted Subsidiary) that was
made after the Issue Date and was included in the calculation of Restricted Payments made under this Indenture: 
 (x) is
sold for cash or otherwise liquidated or repaid for cash or Cash Equivalents, in whole or in part (including through the sale of capital stock or other securities of an Unrestricted Subsidiary other than to the Company or any of its Restricted
Subsidiaries), or 
 (y) is repurchased or redeemed by any person (other than the Company or any of its Restricted
Subsidiaries) or results in, or is otherwise returned or reduced by, the payment of principal, interest, dividends or distributions, or repayments of loans or advances, or other transfers of assets, or the satisfaction, release, expiration,
cancellation or reduction (other than by means of payments by the Company or any of its Restricted Subsidiaries) of Indebtedness or other obligations (including any such Indebtedness or other obligations guaranteed by the Company or any of its
Restricted Subsidiaries, including any Investment Guarantee or reductions in liabilities under Guarantees), or any payments are made under management contracts or services agreements relating to such Restricted Investment, 

100% of the aggregate reduction of or return with respect to, and all other payments and the fair market value of assets other than cash
received with respect to, such Restricted Investment, plus 
 (4) to the extent that any Restricted Investment was
made after the Issue Date in an entity that subsequently becomes a Restricted Subsidiary (other than through the redesignation of an Unrestricted Subsidiary to which clause (5) below shall apply) and such Restricted Investment remains
outstanding, the aggregate amount of such Restricted Investment, plus 
 (5) to the extent that any Unrestricted
Subsidiary of the Company is redesignated as a Restricted Subsidiary in compliance with Section 4.17 hereof or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Company
or a Restricted Subsidiary, in each case after the Issue Date, the fair market value of the Company’s and its Restricted Subsidiaries’ Investment in such Subsidiary (directly or indirectly) as of the date of such redesignation,
merger, consolidation, amalgamation, transfer or conveyance or liquidation. 
 (b) The preceding provisions will not
prohibit: 
 (i) the payment of any dividend or distribution or the consummation of any irrevocable redemption within
60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as applicable, if at the date of declaration 

  
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or giving of the redemption notice, as the case may be, the dividend, distribution or redemption payment would have complied with the provisions of this Indenture; 

(ii) the redemption, repurchase, retirement, discharge, defeasance (whether by covenant or legal defeasance) or other
acquisition of any Indebtedness of the Company that is subordinated to the Notes or of any Equity Interests of the Company (including all accrued interest on the Indebtedness, all accrued dividends on the Equity Interests and the amount of all
prepayment penalties, fees, expenses and premiums incurred in connection therewith) in exchange for, or by conversion into, or out of the net cash proceeds of the sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of
the Company (other than Disqualified Stock) or of any Person that is or becomes, substantially concurrently with such transaction, a holding company of the Company; provided that the amount of any such net cash proceeds that are utilized for
any such redemption, repurchase, retirement, discharge, defeasance or other acquisition will be excluded from Section 4.07(a)(C)(2); 

(iii) (x) the redemption, repurchase, retirement, discharge, defeasance (whether by covenant or legal defeasance), or other
acquisition of Indebtedness of the Company that is subordinated to the Notes with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness, or (y) the redemption, repurchase, retirement or other
acquisition of Disqualified Stock of the Company with the net cash proceeds from an issuance of, or in exchange for, Permitted Refinancing Indebtedness constituting Disqualified Stock; 

(iv) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests (other than
preferred stock) on a pro rata basis; 
 (v) redemptions, repurchases or repayments of Indebtedness or Equity
Interests of the Company or any of its Subsidiaries to the extent required by any Gaming Authority having jurisdiction over the Company or any Restricted Subsidiary or deemed necessary by the Board of Directors of the Company in order to avoid the
suspension, revocation or denial of a gaming license by any Gaming Authority or other right to conduct lawful gaming operations or as required under Section 3.07(d) hereof; 

(vi) the repurchase, redemption, retirement or other acquisition or retirement for value of any Equity Interests of the Company
or any Restricted Subsidiary of the Company held by any member of the Company’s (or any of its Restricted Subsidiaries’) present or former management or any officer, director, employee or consultant (or family members, spouses or former
spouses, heirs of, estates of or trusts formed by such persons) upon the death, disability, retirement or termination of employment of such member of management or such officer, director, employee or consultant or pursuant to any equity subscription
agreement, stock option agreement, employment agreement, severance agreement or similar agreement; 
 (vii) the declaration
and payment of dividends to holders of the Company’s Disqualified Stock and to holders of preferred stock of Restricted Subsidiaries issued in accordance with Section 4.09 hereof; 

  
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 (viii) (a) repurchases of Equity Interests deemed to occur upon exercise of stock
options, warrants, rights or other Equity Interests in respect thereof if such Equity Interests represent a portion of the exercise price of such options, warrants, rights or other Equity Interests in respect thereof; and (b) payments made or
expected to be made by the Company or any Restricted Subsidiary of the Company in respect of withholding or similar taxes payable or expected to be payable by any present or former member of management, director, officer, employee or consultant of
the Company or any Subsidiary of the Company (or family members, spouses or former spouses, heirs of, estates of or trusts formed by such persons) in connection with the exercise of stock options or grant, vesting or delivery of Equity Interests;

 (ix) if a Change of Control Triggering Event or an Asset Sale has occurred and the Company shall have consummated the
Change of Control Offer or Asset Sale Offer, respectively, and purchased on the Change of Control Payment Date or the Asset Sale Payment Date, respectively, all Notes tendered (up to the maximum amount of Notes required to be so purchased, in the
case of an Asset Sale Offer) in response to the Change of Control Offer or the Asset Sale Offer, respectively, pursuant to Section 4.10 or 4.14 respectively, any purchase or redemption (within 60 days after the Change of Control Payment Date or
the Asset Sale Payment Date, respectively) of any Indebtedness that is subordinated to the Notes or of any Disqualified Stock, in each case, required pursuant to the terms thereof as a result of such Change of Control or Asset Sale at a purchase or
redemption price not to exceed the outstanding principal amount (or accreted value or liquidation preference, as applicable) thereof, plus accrued and unpaid interest or accrued and unpaid dividends, as applicable, thereon, if any, plus any premium
thereon, if any; provided, however, that at the time of such purchase or redemption, no Default or Event of Default shall have occurred and be continuing (or would result therefrom); 

(x) purchase by the Company or any of its Restricted Subsidiaries of preferred stock of a Restricted Subsidiary of the Company
if after giving effect thereto the Company’s and its Restricted Subsidiaries’ direct or indirect aggregate percentage ownership of the Equity Interests of such Restricted Subsidiary increases; 

(xi) Investment Guarantees, Investment Guarantee Payments, Permitted Joint Venture Investments or other Investments (without
duplication) that the Company has elected to include in the calculation of Restricted Payments pursuant to either clause (16)(b)(y) of the definition of “Permitted Investments” or clause (y) of the definition of “Permitted
Joint Venture Investment”; 
 (xii) any payment made relating to any Trust Agreement; 

(xiii) Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of
options, warrants, rights or other Equity Interests or upon the conversion or exchange of or into Capital Stock, or payments or distributions to dissenting stockholders pursuant to applicable law; 

(xiv) any Restricted Payment if after giving effect to such Restricted Payment, the Consolidated Leverage Ratio of the Company
on a pro forma basis is less than 2.75 to 

  
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1.0 (without deducting Development Expenses from Consolidated Total Indebtedness pursuant to clause (c) of the definition of Consolidated Total Indebtedness); 

(xv) Restricted Payments pursuant to any Transaction Agreement or otherwise in connection with the Transactions; 

(xvi) Restricted Payments by a joint venture that are required or permitted to be made by such venture pursuant to the terms of
the joint venture arrangements or applicable law to holders of the Equity Interests of such venture; 
 (xvii) the
distribution, as a dividend or otherwise, of Equity Interests of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries; 

(xviii) to the extent constituting Restricted Payments, payments to counterparties under Hedging Obligations or other hedge or
swap or option agreements entered into in connection with the issuance of convertible debt; and 
 (xix) other Restricted
Payments not to exceed $200.0 million. 
 (c) The amount of all Restricted Payments (other than cash) will be the fair market value on
the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or
securities that are required to be valued by this Section 4.07 will be determined by the Company in good faith. 
 (d) For purposes of
determining compliance with this Section 4.07, in the event that a Restricted Payment meets the criteria of more than one of the categories described in clauses (i) through (xix) above, or is permitted pursuant to
Section 4.07(a), the Company will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant.

 (e) For purposes of this Section 4.07 and any other covenants of this Indenture, it is understood that the Company may rely on
internal or publicly reported financial statements even though there may be subsequent adjustments (including review and audit adjustments) to such financial statements. For avoidance of doubt, any Restricted Payment, incurrence of Indebtedness or
other action that complied with the conditions of this covenant or such other covenants, made in reliance on such calculation by the Company based on such internal or publicly reported financial statements, shall be deemed to continue to comply with
the conditions of this Section 4.07 or such other covenants, notwithstanding any subsequent adjustments that may result in changes to such internal financial or publicly reported statements. 

(f) The incurrence of Indebtedness (including Guarantees) and the granting of Liens, to the extent in compliance with Sections 4.09 and 4.12,
respectively, and any payment of consideration to holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests from the proceeds thereof, in each case, in connection with a merger or consolidation constituting or
resulting in a Change of Control and otherwise permitted by this Indenture shall 

  
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not constitute a Restricted Payment or be subject to the provisions of this Section 4.07 if either (A) the Company has made a Change of Control Offer as a result of such Change of
Control as described in Section 4.14 or the Company has made an offer purchase the Notes in the manner, at the times and otherwise in compliance with the requirements set forth under such Section or (B) there shall be effective as of the
close of business on the date of the consummation of such Change of Control or be effective as of such date as a result of an earlier announcement (which date shall be extended for so long as the rating of the Notes is under publicly announced
consideration for possible change by either of the Rating Agencies) an increase in the rating of the Notes by both Rating Agencies by one or more gradations (including gradations within Rating Categories as well as between Rating Categories), as
compared with the rating of the Notes in effect by each such Rating Agency on the Rating Date. 
 Section 4.08 Dividend and Other Payment Restrictions
Affecting Subsidiaries. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its
Restricted Subsidiaries, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets
to the Company or any of its Restricted Subsidiaries. 
 (b) However, Section 4.08(a) will not apply to encumbrances or restrictions
existing under or by reason of: 
 (1) the provisions of any agreements governing Existing Indebtedness or Credit Facilities
or the Transaction Agreements and any agreements as in effect on the Issue Date; 
 (2) (x) this Indenture and the
Notes, in each case as the same may be amended from time to time in accordance with the terms thereof, and (y) other Indebtedness pari passu with the Notes, provided that in the case of this clause (y), the restrictions
contained in the agreements governing such pari passu Indebtedness are no more restrictive, taken as a whole, in the good faith judgment of the Company, than those contained in this Indenture and the Notes; 

(3) applicable law, rule, regulation, decree or order (including any Gaming Law and any rules, regulations, orders or
requirements of any Gaming Authority); 
 (4) any agreement or instrument (including those governing Indebtedness (including
Acquired Debt) or Capital Stock) of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, or the


  
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Equity Interests of the Person, so acquired, provided that, in the case of Indebtedness, Disqualified Stock or preferred stock, such Indebtedness, Disqualified Stock or preferred stock was
permitted by the terms of this Indenture to be incurred; 
 (5) customary restrictions on subletting or assignment of any
lease or sublease governing a leasehold interest of the Company or any Restricted Subsidiary; 
 (6) non-assignment
provisions or other customary restrictions arising under any purchase money financing or licenses or other contracts entered into in the ordinary course of business; 

(7) purchase money obligations or Capital Lease Obligations permitted to be incurred under this Indenture that impose
restrictions on that property of the nature described in Section 4.08(a)(iii); 
 (8) any agreement for the sale or
other disposition of a Restricted Subsidiary that imposes restriction on action by that Restricted Subsidiary pending its sale or other disposition; 

(9) restrictions on the transfer of any property subject to a contract with respect to an Asset Sale or other transfer,
conveyance or disposition permitted under this Indenture; 
 (10) Permitted Refinancing Indebtedness, provided that
the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, in the good faith judgment of the Company, than those contained in the agreements governing the Indebtedness
being refinanced; 
 (11) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of
Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; 
 (12)
restrictions in respect of Equity Interests in joint ventures or non-wholly owned Restricted Subsidiaries or the property of joint ventures or non-wholly owned Restricted Subsidiaries; 

(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business; 
 (14) the Credit Facilities, provided that the restrictions contained in the agreements
governing such Credit Facilities are no more restrictive, taken as a whole, in the good faith judgment of the Company, than those contained in the Credit Agreement as of the Issue Date; 

  
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 (15) any Indebtedness incurred or preferred stock issued by Foreign Subsidiaries
or joint ventures that is permitted to be incurred after the Issue Date pursuant to the provisions of Section 4.09 hereof; 

(16) restrictions imposed pursuant to any of the Trust Agreements upon the occurrence of a Trigger Event; 

(17) agreements in existence with respect to a Restricted Subsidiary at the time it is so designated or at the time such Person
becomes a Restricted Subsidiary, provided, however, that such agreements are not entered into in anticipation or contemplation of such designation or of such Person becoming a Restricted Subsidiary; 

(18) restrictions imposed by Gaming Authorities on entities holding, or operating pursuant to, Gaming Approvals; 

(19) restrictions on deposits made in connection with license applications or to secure letters of credit or surety or other
bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance
of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto); 

(20) the subordination provisions of any Indebtedness owed to the Company or any of its Restricted Subsidiaries; 

(21) restrictions on the ability of any Restricted Subsidiary to make Investments in or transfer assets to any Person that is
not a direct or indirect parent of such Restricted Subsidiary; 
 (22) restrictions on transfers of assets subject to
industrial revenue bond financing or financing with similar instruments; 
 (23) encumbrances or restrictions of the type
referred to in Section 4.08(a)(iii) with respect to the Master Lease or any Additional Lease and the applicable properties subject thereto; 

(24) encumbrances or restrictions of the types referred to in clause (i), (ii) and (iii) of Section 4.08(a)
contained in Indebtedness or agreements entered into in connection with Indebtedness which do not materially impair the ability of the Company to make payments owing with respect to the Notes, as determined in good faith by the Company; 

(25) restrictions in any agreement relating to the Undeveloped Land; and 

  
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 (26) any encumbrances or restrictions of the type referred to in
clauses (i), (ii) and (iii) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or other refinancings of those agreements,
instruments or obligations referred to in clauses (1) through (25) above, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or other refinancings are no
more restrictive, taken as a whole, in the good faith judgment of the Company, with respect to such dividend and other payment restrictions than those contained in the most restrictive of those agreements prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, restructuring, replacement or other refinancing. 
 Nothing contained in this
Section 4.08 shall prevent the Company or any of its Restricted Subsidiaries from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.12 hereof or (2) restricting the sale or other
disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries. 

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock. 

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and
will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt), the Company may issue
Disqualified Stock and the Company’s Restricted Subsidiaries may issue preferred stock if, in any such case, the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0 determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom and including as set forth in the definition of “Fixed Charge Coverage Ratio”), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been
issued, as the case may be, at the beginning of such four-quarter period. 
 (b) Section 4.09(a) will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, “Permitted Debt”): 
 (1) the incurrence by the
Company and/or any of its Restricted Subsidiaries of Indebtedness and letters of credit pursuant to the Credit Facilities or otherwise; provided that the aggregate principal amount of all Indebtedness then classified as having been incurred
in reliance upon this clause (1) that remains outstanding under such Credit Facilities or otherwise after giving effect to such incurrence does not exceed $the greater of $1,235 million and 27.5% of


  
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Consolidated Total Assets; provided, however, that the maximum amount permitted to be outstanding under this clause (1) shall not be deemed to limit additional Indebtedness
under the Credit Facilities to the extent the incurrence of such additional Indebtedness is permitted pursuant to any of the other provisions under this Section 4.09; 

(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; 

(3) the incurrence by the Company of Indebtedness represented by the Notes to be issued on the date of this Indenture in the
principal amount of $375.0 million; 
 (4) the incurrence by the Company and/or any of its Restricted Subsidiaries of
(a) Indebtedness represented by Purchase Money Indebtedness and Capital Lease Obligations, or (b) Indebtedness in connection with the construction of any new facility or facilities related to, or the acquisition of assets used in (whether
by the purchase of assets or of Capital Stock of any Person owning such assets), any Permitted Business or in connection with the renovation, repair expansion or refurbishment by the Company or any Restricted Subsidiary of any of its existing
facilities, in the case of each of clauses (a) and (b), including all Permitted Refinancing Indebtedness incurred to refinance any Indebtedness incurred pursuant to this clause (4), in an aggregate principal amount or accreted value, as
applicable, not to exceed $150.0 million in the aggregate at any time outstanding; 
 (5) the incurrence by the Company
or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refinance, Indebtedness (including an Investment Guarantee) that was permitted by this Indenture to be incurred
under Section 4.09(a) or clause (2), (3), (4), (9), (10), (19) or, without duplication, (22) of this Section 4.09(b) or this clause (5); 

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness or the issuance of
preferred stock by a Restricted Subsidiary, in each case between or among the Company and any of its Restricted Subsidiaries (including Indebtedness or preferred stock of any Restricted Subsidiary to the Company or another Restricted Subsidiary or
of the Company to a Restricted Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the ordinary course of business); provided, however, that (a) any subsequent issuance or
transfer of Equity Interests that results in any such Indebtedness, or preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company and (b) any sale or other transfer (excluding Liens permitted by this
Indenture) of any such Indebtedness or preferred stock to a Person that is neither the Company nor a Restricted Subsidiary of the Company will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such


  
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Restricted Subsidiary or an issuance of preferred stock by such Subsidiary, as the case may be, that was not permitted by this clause (6); 

(7) the incurrence by the Company and/or any of its Restricted Subsidiaries of Hedging Obligations that are entered into for
bona fide hedging activities and not for speculative purposes (including, without limitation, Hedging Obligations or other hedge or swap or option agreements entered into as part of, or in connection with, an issuance of convertible debt by the
Company or its Restricted Subsidiaries); 
 (8) the guarantee by the Company or any of its Restricted Subsidiaries of
Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; 

(9) the incurrence by the Company or any of its Restricted Subsidiaries of any Investment Guarantee that constitutes a
Permitted Joint Venture Investment or Investment Guarantee Indebtedness; 
 (10) Indebtedness in respect of workers’
compensation claims, self-insurance obligations, performance bonds, surety appeal or similar bonds, completion guarantees, letters of credit or similar obligations provided by the Company or any of its Restricted Subsidiaries in the ordinary course
of its business (including to support the Company’s and its Restricted Subsidiaries’ applications for gaming licenses or such workers’ compensation claims, self-insurance, obligations, bonds or guarantees); 

(11) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; 
 (12) Indebtedness arising in connection with
endorsement of instruments for deposit in the ordinary course of business; 
 (13) Indebtedness arising from agreements of
the Company or any of its Restricted Subsidiaries providing for indemnification, earn-out, adjustment of purchase price, contingency payment obligations or similar obligations or deposits, in each case, incurred or assumed in connection with the
acquisition or disposition or development of any business, assets or a subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or subsidiary for the purpose of financing that
acquisition; provided that: (a) such Indebtedness is not reflected at the time of such incurrence or assumption on the balance sheet of the Company or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote
or footnotes to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on that balance sheet for purposes of this clause (a)); and (b) in the case of a disposition, the maximum assumable
liability in respect of that Indebtedness shall at no time exceed the gross proceeds 

  
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including non-cash proceeds (the fair market value of those non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received
by the Company and/or that Restricted Subsidiary in connection with that disposition; 
 (14) the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock; 

(15) Indebtedness incurred to repurchase Indebtedness or Equity Interests of the Company or any of its Subsidiaries pursuant to
Section 4.07(b)(v) hereof; 
 (16) (i) Indebtedness representing deferred compensation to employees of the Company or
any of its Restricted Subsidiaries incurred in the ordinary course of business and (ii) Indebtedness consisting of obligations of the Company or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements
incurred by such Person in connection with any Investment permitted under Section 4.07; 
 (17) Indebtedness consisting
of the financing of insurance premiums; 
 (18) Indebtedness, Disqualified Stock or preferred stock to the extent the net
proceeds thereof are promptly deposited to defease the Notes as described under Article VIII or discharge this Indenture as described under Article XI; 

(19) Acquired Debt and any other Indebtedness incurred to finance a merger, consolidation or other acquisition; provided
that (i) immediately after giving effect to the incurrence of such Acquired Debt and such other Indebtedness, as the case may be, on a pro forma basis as if such incurrence (and the related merger, consolidation or other acquisition) had
occurred at the beginning of the applicable four-quarter period, (A) the Company and its Restricted Subsidiaries would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a) or (B) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be no less than the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such merger,
consolidation or other acquisition or (ii) such Indebtedness is Indebtedness of a Restricted Subsidiary that existed at the time such Person became a Subsidiary and was not created in anticipation or contemplation thereof; 

(20) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries in an aggregate amount not to exceed
$50.0 million at any time outstanding; 
 (21) Indebtedness constituting Development Expenses or the proceeds of which
were applied to fund Development Expenses; provided that the Fixed 

  
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Charge Coverage Ratio calculated as set forth in Section 4.09(a) would have been (a) at least 2.0 to 1.0 (excluding any Fixed Charges attributable to Indebtedness constituting
Development Expenses, or the proceeds of which were applied to fund Development Expenses, for purposes of such calculation), and (b) at least 1.6 to 1.0 (including any Fixed Charges attributable to Indebtedness constituting Development
Expenses, or the proceeds of which were applied to fund Development Expenses, for purposes of such calculation); 
 (22)
Indebtedness in an aggregate amount not to exceed $100.0 million at any time outstanding consisting of loans advanced by any lessor or an Affiliate of any lessor under the Master Lease or any Additional Lease for the purpose of funding capital
expenditures with respect to gaming facilities and related assets; 
 (23) Contribution Indebtedness; 

(24) Indebtedness representing obligations of the Company or any Restricted Subsidiary to reimburse a Person who is not an
Affiliate for amounts paid for options on land that such Person will be transferring to the Company or one of its Restricted Subsidiaries for development; provided, that the aggregate principal amount of Indebtedness outstanding under this
clause (24) shall not exceed $30.0 million at any time; and 
 (25) the incurrence or issuance by the Company and/or any
of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or preferred stock in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred
to refinance any other Indebtedness incurred pursuant to this clause (25), not to exceed the greater of 3.5% of Consolidated Total Assets and $150.0 million (it being understood that Indebtedness incurred, or Disqualified Stock or
preferred stock issued, pursuant to this clause (25) shall cease to be deemed incurred or outstanding for purposes of this clause (25) but shall be deemed to be incurred or issued for purposes of Section 4.09(a) from and after the
first date on which the Company or the Restricted Subsidiary, as the case may be, could have incurred such Indebtedness or issued such Disqualified Stock or preferred stock under Section 4.09(a) without reliance on this clause (25)). 

(c) For purposes of determining compliance with this Section 4.09 in the event that an item of proposed Indebtedness meets the criteria of
more than one of the categories of Permitted Debt described in clauses (1) through (25) above or is entitled to be incurred pursuant to Section 4.09(a), the Company will be permitted to classify such item of Indebtedness on the date
of its incurrence in any manner that complies with this Section 4.09. In addition, the Company may, at any time, change the classification of an item of Indebtedness (or any portion thereof) to any other clause or to Section 4.09(a),
provided that the Company or the applicable Restricted Subsidiary would be permitted to incur such item of Indebtedness (or portion thereof) pursuant to such other clause or Section 4.09(a), as the case may be, at such time of
reclassification. Indebtedness under the Credit Agreement outstanding on the date on which the Notes are first issued and authenticated under this Indenture will be deemed to have been 

  
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incurred on such date in reliance on the exception provided by clause (1) of the definition of “Permitted Debt” to the extent permitted by such exception. If any Contribution Debt
is reclassified as incurred under any provision other than under clause (23), the related issuance of Equity Interests may be included in any calculation under Section 4.07(a)(C). 

(d) Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness,
Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or preferred stock for purposes of this Section 4.09. The maximum amount of Indebtedness, Disqualified Stock or preferred stock
that the Company or a Restricted Subsidiary may incur or issue shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, Disqualified Stock or preferred stock, due solely to fluctuations in the exchange rates of currencies.

 (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, Disqualified
Stock or preferred stock, the U.S. dollar-equivalent principal amount or liquidation value of Indebtedness, Disqualified Stock or preferred stock denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness, Disqualified Stock or preferred stock was incurred or issued, in the case of term debt, Disqualified Stock or preferred stock, or first committed, in the case of revolving credit debt; provided that if
such Indebtedness, Disqualified Stock or preferred stock is incurred to refinance other Indebtedness, Disqualified Stock or preferred stock denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount or
liquidation value of such refinancing Indebtedness, Disqualified Stock or preferred stock in the applicable currency does not exceed the principal amount or liquidation value of such Indebtedness, Disqualified Stock or preferred stock being
refinanced in the applicable currency (plus all accrued interest on the Indebtedness, and the amount of all prepayment penalties, fees, expenses and premiums incurred in connection therewith). 

(f) The principal amount of any Indebtedness, Disqualified Stock or preferred stock incurred or issued to refinance other Indebtedness,
Disqualified Stock or preferred stock, if incurred in a different currency from the Indebtedness, Disqualified Stock or preferred stock being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which
such respective Indebtedness, Disqualified Stock or preferred stock is denominated that is in effect on the date of such refinancing. 
 (g)
A change in GAAP that results in an obligation existing at the time of such change, not previously classified as Indebtedness, becoming Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. 

Section 4.10 Asset Sales. 
 (a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (x) the Company (or the Restricted Subsidiary, as the case may be) receives consideration (including by way of relief from, or by


  
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any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of the Asset Sale (or at such earlier time as the Company (or the Restricted Subsidiary, as
the case may be) becomes obligated to complete such Asset Sale) at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and (y) at least 75% of the consideration (including by way of
relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Permitted Business
Assets; provided, however, that for purposes of this clause (y), each of the following will be deemed to be cash: 

(i) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet (or in the
notes thereto), of the Company or such Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets (including in the case of a sale of a
Subsidiary, Indebtedness of such Subsidiary so long as the Company and its Restricted Subsidiaries are not guarantors of or co-obligors on such Indebtedness following such Asset Sale); 

(ii) any securities, notes or other obligations or assets received by the Company or such Restricted Subsidiary from such
transferee that within 180 days after the consummation of such Asset Sale, subject to ordinary settlement periods, are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash
Equivalents received in that conversion; and 
 (iii) any Designated Non-Cash Consideration received by the Company or such
Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at the time outstanding, not to exceed the greater of
2.25% of Consolidated Total Assets and $100 million at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without
giving effect to subsequent changes in value. 
 (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the
Company or any of its Restricted Subsidiaries may apply an amount equal to those Net Proceeds at its option: 
 (i) to repay
Indebtedness under the Credit Agreement (or other Indebtedness of the Company secured by a Lien) or Indebtedness of any Restricted Subsidiary; 

(ii) (x) to prepay, repay, redeem or purchase Notes, including (I) as provided under Section 3.07, (II) by
making an offer (in accordance with the procedures set forth below for a Note Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, to but not
including, the date of such purchase or (III) through open market purchases; or (y) to prepay, repay, redeem or purchase pari passu Indebtedness at a price of no more than 100% of the principal amount of such pari passu
Indebtedness plus accrued and unpaid 

  
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interest to, but not including, the date of such prepayment, repayment, redemption or purchase; provided further that, to the extent the Company or such Restricted Subsidiary redeems,
repays or repurchases pari passu Indebtedness pursuant to this clause (y), the Company shall equally and ratably reduce (or offer to reduce) obligations under the Notes as provided in the immediately preceding clause (x); 

(iii) to improve real property or make capital expenditures; 

(iv) to invest in or acquire Permitted Business Assets; 

(v) to enter into binding commitment to take any of the actions described in the foregoing clauses (i) through
(iv) of this Section 4.10(b), and take such action within 12 months after the date of such commitment; or 

(vi) any combination of the foregoing clauses (i) through (v). 

Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or utilize the Net
Proceeds in any manner that is not prohibited by this Indenture. 
 (c) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in Section 4.10(b) will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Company will make either the offers set forth in Section 4.10(c)(i) or the offer
set forth in Section 4.10(c)(ii), the choice of offer to be determined by the Company in its sole discretion: 
 (i) the
Company will make an Asset Sale Offer to all Holders of Notes (the “Note Asset Sale Offer”), and an offer to all holders of any other Indebtedness that is pari passu with the Notes (the “Pari Passu Asset Sale
Offer”) containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to the extent required pursuant to the terms of such other Indebtedness, to
purchase, on a pro rata basis (with Excess Proceeds prorated between the Holders of Notes and such holders of pari passu Indebtedness based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable)
on the date the Note Asset Sale Offer and the Pari Passu Asset Sale Offer, respectively, are made), the maximum principal amount of the Notes and the maximum principal amount (or accreted value, as applicable) of such other pari passu
Indebtedness that may be purchased out of the respective pro rata amounts of Excess Proceeds. To the extent that the aggregate principal amount of Notes or the aggregate principal amount (or accreted value, if applicable) of such pari
passu Indebtedness tendered into the Note Asset Sale Offer and the Pari Passu Asset Sale Offer, respectively, is less than the principal amount of Notes or the principal amount (or accreted value, if applicable) of such pari passu
Indebtedness offered to be purchased in the Note Asset Sale Offer or the Pari Passu Asset Sale Offer, respectively, the Company and its Restricted Subsidiaries may use those remaining Excess Proceeds for any purpose not otherwise prohibited by this
Indenture; or 
 (ii) the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness
that is pari passu with the Notes containing provisions 

  
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similar to those set forth in this Indenture with respect to offers to purchase or redeem or repay with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds. If any Excess Proceeds remain after consummation of such Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by
this Indenture. 
 If, in the case of clause (i) above, the aggregate principal amount of Notes or the aggregate
principal amount (or accreted value, if applicable) of such pari passu Indebtedness tendered into such Note Asset Sale Offer or Pari Passu Asset Sale Offer, respectively, exceeds the respective pro rata amounts of Excess Proceeds, or,
in the case of clause (ii), the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes to be repurchased shall be selected in compliance
with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not listed but are in global form, then by lot or otherwise in accordance with the procedures of DTC or, if the Notes are
not listed and not in global form on a pro rata basis, by lot or by such other method as the Trustee will deem to be fair and appropriate, and the Company shall select pari passu Indebtedness to be purchased on a pro rata basis on the
basis of the aggregate accreted value or principal amount of tendered Notes and pari passu Indebtedness.  
 (d) The
offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest to the date of purchase (the “Asset Sale Payment Date”), and will be payable in cash. After the completion of any Asset
Sale, the Company may make an Asset Sale Offer prior to the time it is required to do so hereunder. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

(e) If any non-cash consideration received by the Company or any of its Restricted Subsidiaries, as the case may be, in connection with any
Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition, at the time of such conversion or disposition, shall be
subject to the provisions of this Section 4.10 (subject to the proviso of the definition of “Asset Sale”). 
 (f) The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes
pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will
not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such conflict. 
 Section 4.11 Transactions
with Affiliates. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its 

  
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properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with or for the
benefit of, any Affiliate involving aggregate consideration in excess of $20.0 million (each, an “Affiliate Transaction”), unless: 

(i) the Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Company or the
relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 

(ii) the Company delivers to the Trustee a resolution of the Board of Directors set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with this Indenture and clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors (or by the audit committee
or any committee of the Board of Directors consisting of disinterested members of the Board of Directors). 
 (b) The following items will
not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a): 

(i) any indemnification or employment, consultancy, advisory, severance or separation agreements or arrangements and benefit
plans or arrangements and any transactions contemplated by any of the foregoing relating to compensation and benefits matters, including any issuances of securities, loans or other payments, grants or awards, in each case in respect of or to
employees, officers, directors, advisors or consultants entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or otherwise approved by the Board of Directors of the Company; 

(ii) transactions between or among the Company and/or its Restricted Subsidiaries (including any entity that becomes a
Restricted Subsidiary as a result of such transaction); 
 (iii) transactions with a Person that is an Affiliate of the
Company solely because the Company or one of its Restricted Subsidiaries owns an Equity Interest in such Person; 
 (iv)
payment of reasonable directors’ fees (including reimbursement of expenses, and payments in connection with consultancy services provided by directors or their Affiliates) and indemnity provided on behalf of officers, directors or employees of
the Company or any of its Restricted Subsidiaries; 
 (v) sales or issuances of Equity Interests (other than Disqualified
Stock) of the Company to Affiliates of the Company; 
 (vi) the pledge of Equity Interests of Unrestricted Subsidiaries or
joint ventures to support the indebtedness thereof; 

  
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 (vii) Permitted Investments and Restricted Payments that are not prohibited by
the provisions of this Indenture described under Section 4.07 hereof; 
 (viii) transactions disclosed in the
Company’s SEC filings prior to the Issue Date and any agreements, instruments or obligations as in effect on the Issue Date and transactions contemplated thereby and any renewals, replacements, amendments, supplements or other modifications
thereof (so long as the terms of such renewals, replacements, amendments, supplements or modifications are not less favorable to the Holders of the Notes in any material respect, taken as a whole, as compared to the applicable agreement as in effect
on the Issue Date); 
 (ix) the occurrence of a Trigger Event and the transactions contemplated by each applicable Trust
Agreement; 
 (x) transactions with persons who have entered into an agreement, contract or arrangement with the Company or
any of its Restricted Subsidiaries to manage, own or operate a Gaming Facility because the Company and its Restricted Subsidiaries have not received the requisite Gaming Approvals or are otherwise not permitted to manage, own or operate such Gaming
Facility under applicable Gaming Laws; provided that such transactions shall have been approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of
Directors consisting of disinterested members of the Board of Directors) and determined by them to be in the best interests of the Company; 

(xi) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries taken as a whole, in the determination of the Company’s Board of Directors or management, or
are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 
 (xii)
transactions with joint ventures and Subsidiaries thereof, Unrestricted Subsidiaries and an ACDL Entity relating to the provision of management services (including intellectual property rights), overhead, sharing of customer lists and customer
loyalty programs or that are approved by a majority of the disinterested members of the Company’s Board of Directors (or by the audit committee or any committee of the Board of Directors consisting of disinterested members of the Board of
Directors) (a director shall be disinterested if he or she has no interest in such joint venture or Unrestricted Subsidiary other than through the Company and its Restricted Subsidiaries); provided that no Affiliate of the Company (other than
the Company’s Restricted Subsidiaries) has an interest (other than indirectly through the Company and other than Unrestricted Subsidiaries or such joint ventures) in any such joint venture (and subsidiaries thereof), Unrestricted Subsidiary and
ACDL Entity; 
 (xiii) any transaction with respect to which the Company or any of its Restricted Subsidiaries obtains an
opinion as to the fairness to the Company or such Restricted 

  
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Subsidiary, as applicable, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; 

(xiv) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of
the Company; provided, however, that such director abstains from voting as a director of the Company on any matter involving such other Person; 

(xv) transactions with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an
Affiliate as a result of such transaction; and 
 (xvi) the Transactions, the Transaction Agreements and any actions pursuant
thereto or contemplated thereby. 
 Section 4.12 Liens. 

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist
or become effective any Lien of any kind securing Indebtedness (other than Permitted Liens) upon any of its property or assets, now owned or hereafter acquired (such Lien, the “Initial Lien”), unless all payments due under this
Indenture and the Notes are secured (1) on an equal and ratable basis with the obligations so secured (if such obligations are pari passu with the Notes) until such time as such obligations are no longer secured by a Lien or (2) on
a senior basis to the obligations so secured to the extent such obligations are subordinated in right of payment to the Notes. 
 For
purposes of determining compliance with this Section 4.12, (A) a Lien securing an item of Indebtedness, Disqualified Stock or preferred stock need not be permitted solely by reference to one category of permitted Liens described in clauses
(1) through (32) of the definition of “Permitted Liens” or the first paragraph of this Section 4.12 but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of
Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Liens described in clauses (1) through (32) of the definition of “Permitted Liens” or
this Section 4.12, the Company will be permitted to classify or reclassify such Lien securing such item of Indebtedness, Disqualified Stock or preferred stock (or any portion thereof) in any manner that complies with this covenant and will only
be required to include the amount and type of such Lien or such item of Indebtedness, Disqualified Stock or preferred stock secured by such Lien in one of the clauses of the definition of “Permitted Liens” and such Lien securing such item
of Indebtedness, Disqualified Stock or preferred stock will be treated as being incurred or existing pursuant to only one of such clauses or pursuant to the first paragraph of this Section 4.12. 

Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien
shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. 

  
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 Section 4.13 Corporate Existence. 

Subject to Section 4.10 and Article V hereof, and except as otherwise permitted by this Indenture, 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 Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Restricted 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 Restricted Subsidiaries, if the Board of Directors or, with
respect to a Restricted Subsidiary that is not a Significant Subsidiary (or group of Restricted Subsidiaries that taken together would not be a Significant Subsidiary), management of the Company, shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 

Section 4.14 Offer To Repurchase upon Change of Control and Rating Decline. 

(a) If a Change of Control Triggering Event occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) on the terms set forth in this Indenture, except to the extent the Company has
previously elected to redeem Notes as described under Section 3.07. In the Change of Control Offer, the Company shall offer a payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest
and Liquidated Damages, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). 
 (b)
Subject to the last sentence in Section 4.14(h), within 30 days following the occurrence of a Change of Control Triggering Event, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute, or are
expected to constitute, the Change of Control Triggering Event pursuant to this Section 4.14 and stating: 
 (i) that
the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment; 

(ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days after the date
such notice is mailed (or in the case of Global Notes, given pursuant to applicable DTC procedures) (the “Change of Control Payment Date”); 

(iii) that any Note not tendered will continue to accrue interest; 

(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant
to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; 

  
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 (v) that Holders electing to have any Notes purchased pursuant to a Change of
Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date; 
 (vi) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 

(vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in aggregate principal amount to
the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in aggregate principal amount or an integral multiple of $1,000. 

(c) On the Change of Control Payment Date, the Company shall, to the extent lawful: 

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; 

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of
Notes properly tendered; and 
 (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 

(d) The Paying Agent shall promptly pay to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee
shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in aggregate principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in
a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 
 (e) The provisions described above that require the
Company to make a Change of Control Offer following the occurrence of a Change of Control Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect to a Change of
Control Triggering Event, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. 

(f) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and


  
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purchases all Notes properly tendered and not withdrawn under the Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of an
anticipated Change of Control Triggering Event, conditional upon such Change of Control Triggering Event. If such conditional Change of Control Offer is made, the Change of Control Payment Date may be delayed, in the Company’s sole discretion,
until such time as such Change of Control Triggering Event shall have occurred, or if such Change of Control Triggering Event shall not have occurred by the applicable Change of Control Payment Date (whether the original Change of Control Payment
Date or the Change of Control Payment Date so delayed), then such Change of Control Offer may be rescinded by the Company. 
 (g) If Holders
of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as
described above, purchases all of the notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than
30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest to, but not including the date of redemption. 
 (h) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the
provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations
under the Change of Control provisions of this Indenture by virtue of such conflict. 
 Section 4.15 Subordinated Debt; Guarantees of Debt
Securities. 
 The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any other Indebtedness of the Company, unless such Indebtedness is expressly subordinated in right of payment to the Notes. The foregoing does not apply to distinctions between categories of Indebtedness
that exist by reason of any Liens securing some but not all of such Indebtedness or securing such Indebtedness with greater or lesser priority or with different collateral or as a result of provisions that apply proceeds or amounts received by the
borrower, obligor or issuer following a default or exercise of remedies in a certain order of priority. In addition, following the Issue Date, no Restricted Subsidiary of the Company will directly or indirectly guarantee, or become jointly and
severally liable with respect to, any Indebtedness of the Company in excess of $50.0 million in the aggregate for all such Indebtedness (excluding, in any event, (x) Acquired Debt and (y) guarantees of such Acquired Debt or any other
Indebtedness of the Company to the extent a guarantee is required as a result of the assumption by the Company of such Acquired Debt described in clause (x) pursuant to the terms thereof as they existed at the time of and after giving effect to
(and are not modified in contemplation of, other than to give effect to) the assumption of or acquisition of such Acquired Debt) issued after the Issue Date, 

  
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other than Indebtedness incurred pursuant to Section 4.09 so long as such Indebtedness is secured by a Permitted Lien, unless a Guarantee as provided in Article X is provided in respect of
the Notes by such Restricted Subsidiary. 
 Section 4.16 Master Lease. 

Neither the Company nor Tenant will enter into any amendment to the Master Lease if such amendment would materially impair the ability of the
Company to satisfy its obligations to make payments on the Notes. Tenant shall not transfer its rights or obligations under the Master Lease to any Person other than (i) to the Company or a Restricted Subsidiary or (ii) with respect to a
particular property or properties to the extent the Company and its Restricted Subsidiaries will cease to operate such property or properties; provided, however, that no such transfer shall be permitted hereunder unless permitted under the
Master Lease or consented to in writing by Landlord. 
 Section 4.17 Designation of Restricted and Unrestricted Subsidiaries. 

Each of the Existing Unrestricted Subsidiaries shall be an Unrestricted Subsidiary as of the Issue Date. Further, the Board of Directors may
designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary (which for the avoidance of doubt shall not include the
designation of the Existing Unrestricted Subsidiaries as such on the Issue Date), the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be
deemed to be an Investment made as of the time of the designation and will constitute Restricted Investments under Section 4.07(a) hereof or, if eligible, Permitted Investments, as determined by the Company. That designation will only be
permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default. 
 Section 4.18 Business Activities. 

The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to
such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 
 Section 4.19 Payment of Liquidated
Damages. 
 If Liquidated Damages are payable due to the occurrence of a Registration Default as described in the Registration Rights
Agreement or pursuant to Section 6.01(b) hereof, the Company shall deliver to the Trustee a certificate to that effect stating (1) the amount of such Liquidated Damages that are payable and (2) the date on which such Liquidated
Damages are payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office of the Trustee such a certificate, the Trustee may assume without inquiry that no such Liquidated Damages are payable. If the Company
has paid Liquidated Damages directly to the person entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. 

  
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 Section 4.20 Suspension of Certain Covenants. 

(a) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or
Event of Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will not be subject to the following provisions of this Indenture (collectively, the “Suspended Covenants”): 

 

	 	(1)	Section 4.07, 

  

	 	(2)	Section 4.08, 

  

	 	(3)	Section 4.09, 

  

	 	(4)	Section 4.10, 

  

	 	(5)	Section 4.11, and 

  

	 	(6)	clause (a)(iv) of Section 5.01 hereof 

 In the event that the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any period of time as a result of the preceding sentence and, subsequently, at least one of the two designated Rating Agencies withdraws its rating or assigns the
Notes a rating below the required Investment Grade Ratings (the “Reversion Date”), then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. On each Reversion Date, all
Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to
the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and
outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred or issued pursuant to Section 4.09(a) or 4.09(b), such Indebtedness or Disqualified Stock or
Preferred Stock will be deemed to have been Existing Indebtedness, so that it is classified as permitted under Section 4.09(b)(2). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under
Section 4.07 will be made as though the covenant described under Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the
amount available to be made as Restricted Payments under Section 4.07(a). Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any
actions taken by the Company or its Restricted Subsidiaries during the Suspension Period. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. 

In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants with respect to the Notes for any
period of time as described above, during such period no Restricted Subsidiary may be designated as an Unrestricted Subsidiary. 

  
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 ARTICLE V 

SUCCESSORS 
 Section 5.01 Merger,
Consolidation or Sale of Assets. 
 (a) The Company shall not, directly or indirectly, consolidate or merge with or into another Person
(whether or not the Company is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more
related transactions, to another Person unless: 
 (i) either (A) the Company is the surviving corporation; or
(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of
the United States, any state of the United States or the District of Columbia (provided that if such Person is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws); 

(ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, conveyance or other disposition has been made expressly assumes, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the
principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes and this Indenture on the part of the Company to be performed or observed; 

(iii) immediately before and immediately after giving effect to such transaction and that contemplated by clause
(ii) above (including, without limitation, giving effect to any Indebtedness and any Acquired Debt incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default
exists; 
 (iv) on the date of such transaction after giving pro forma effect thereto and to any related financing
transactions as if the same had occurred at the beginning of the applicable four-quarter period, (A) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition has been made, will be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (B) the
Company (or the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made) and its Restricted Subsidiaries will
have a Fixed Charge Coverage Ratio equal to or greater than the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and 

  
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 (v) the Company or the Person formed by or surviving any such consolidation or
merger (if other than the Company) shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance, other disposition and, if a
supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the applicable provisions of the indenture and that all conditions precedent in the indenture relating to such transaction have been
satisfied. 
 In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. 
 (b) Upon any sale, assignment, transfer, conveyance or other disposition
of all or substantially all of the Company’s and its Restricted Subsidiaries’ assets, taken as a whole, in compliance with the provisions of this Section 5.01, the Company will be released from the obligations under the Notes and this
Indenture except with respect to any obligations that arise from, or are related to, such transaction. 
 This Section 5.01 will not
apply to: (i) a merger, consolidation, sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and any of its Restricted Subsidiaries; (ii) a merger between the Company and an Affiliate of
the Company incorporated or formed solely for the purpose of reincorporating or reorganizing the Company in another state of the United States or the District of Columbia or changing the legal domicile of the Company or for the sole purpose of
forming or collapsing a holding company structure or changing the form of legal entity; or (iii) the Transactions and any transactions related thereto, or any other transfers, sales or dispositions of real property and related assets to GLPI or
its Subsidiaries to the extent the Company or its Restricted Subsidiaries will lease such real property and related assets. 
 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 Company’s or its Restricted Subsidiaries’ assets, taken as a whole, in compliance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which
the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or
other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of, premium on, if any, interest and
Liquidated Damages, if any, and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Company’s or its Restricted Subsidiaries’ assets, taken as a whole, that meets the
requirements of Section 5.01 hereof. 

  
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 ARTICLE VI 

DEFAULTS AND REMEDIES 
 Section 6.01
Events of Default. 
 (a) An “Event of Default” occurs if: 

(i) the Company defaults in the payment when due of interest on, or Liquidated Damages with respect to, the Notes and such
default continues for a period of 30 days; 
 (ii) the Company defaults in the payment when due of the principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; 

(iii) subject to Section 6.01(b), the Company or any of its Restricted Subsidiaries fails to observe or perform any other
covenant, representation, warranty or other agreement in this Indenture or the Notes for 60 days after the Company’s receipt of notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class, unless such failure to comply has been waived by the Required Holders; 
 (iv) a
default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date if that default: (A) is caused by a failure to pay
principal of such Indebtedness at final maturity (a “Payment Default”); or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within
20 Business Days), and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates in excess of $100.0 million; provided, that this clause (iv) shall not apply to any Investment Guarantee or Investment Guarantee Indebtedness unless the Company or one of its Restricted
Subsidiaries defaults in the performance of its payment obligations in respect of its Investment Guarantee of such Investment Guarantee Indebtedness; 

(v) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction
against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and such


  
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judgment or judgments remain unpaid, unstayed or undischarged for a period (during which execution shall not be effectively stayed) of 60 days; provided that the aggregate of all such
unpaid, unstayed or undischarged judgments exceeds $100 million; 
 (vi) the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (A) commences a voluntary case, (B) consents to
the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or
(E) generally is not paying its debts as they become due; 
 (vii) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary in an involuntary case; (B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or (C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and the
order or decree remains unstayed and in effect for 60 consecutive days; or 
 (viii) after the effectiveness thereof, the
Master Lease shall terminate or otherwise cease to be effective, other than upon the expiration or termination thereof with respect to any particular property or properties pursuant to the Master Lease or an amendment, waiver or modification of the
Master Lease not prohibited by Section 4.16. 
 (b) Notwithstanding Section 6.01(a)(iii) or any other provision of this Indenture,
except as provided in the second to last sentence of this Section 6.01(b), the sole remedy for any failure to comply by the Company with Section 4.03 hereof or any failure to comply with the requirements of Section 314(a) of the TIA
shall be the payment of liquidated damages as described in the following sentence, such failure to comply shall not constitute an Event of Default, and Holders of the Notes shall not have any right under this Indenture to accelerate the maturity of
the Notes as a result of any such failure to comply. If a failure to comply by the Company with Section 4.03 hereof or any failure to comply with the requirements of Section 314(a) of the TIA continues for 60 days after the Company
receives notice of such failure to comply in accordance with Section 6.01(a)(iii) (such notice, the “Reports Default Notice”), and is continuing on the 60th day following the Company’s receipt of the Reports Default
Notice, the Company will pay liquidated damages to all Holders of Notes at a rate per annum equal to 0.25% of the principal amount of the Notes from the 60th day following the Company’s receipt of the Reports Default Notice to but not
including the earlier of (x) the 121st day following the Company’s receipt of the Reports Default Notice and (y) the date on which the failure to comply by the Company with Section 4.03 hereof or any failure to comply


  
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with the requirements of Section 314(a) of the TIA shall have been cured or waived. On the earlier of the date specified in the immediately preceding clauses (x) and (y), such
liquidated damages will cease to accrue. If the failure to comply by the Company with Section 4.03 hereof or any failure to comply with the requirements of Section 314(a) of the TIA shall not have been cured or waived on or before the
121st day following the Company’s receipt of the Reports Default Notice, then the failure to comply by the Company with Section 4.03 hereof or any failure to comply with the requirements of Section 314(a) of the TIA shall on such
121st day constitute an Event of Default. A failure to comply with Section 4.03 hereof or any failure to comply with the requirements of Section 314(a) of the TIA automatically shall cease to be continuing and shall be deemed cured at
such time as the Company furnishes to the Trustee the applicable information or report (it being understood that the availability of such information or report on the SEC’s EDGAR service (or any successor thereto) shall be deemed to satisfy the
Company’s obligation to furnish such information or report to the Trustee), provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed
pursuant to EDGAR service (or its successor). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

(c) In the event that the Holders of at least 25% in aggregate principal amount of the then outstanding Notes deliver to the Trustee a notice
of a Default or an Event of Default or an acceleration, such holders also shall deliver a copy of such notice to the Landlord. 
 (d)
Notwithstanding the foregoing, in the event of a default by the Company or any of its Restricted Subsidiaries in the performance of any of their respective obligations under this Indenture, including any default in the payment of any sums payable
thereunder, then, in each and every such case, subject to applicable Gaming Laws, the Landlord shall have the right (subject to the terms of the Master Lease), but not the obligation, to cause the default or defaults to be cured or remedied (to the
extent such default is susceptible to cure or remedy) prior to the end of any applicable notice and cure periods set forth in this Indenture, and any such tender of payment or performance by Landlord shall be accepted by the Trustee and the Holders
of the Notes and shall constitute payment and/or performance by the Company or such Restricted Subsidiary for purposes of this Indenture. 

Section 6.02 Acceleration. 
 If any
Event of Default (other than an Event of Default specified in Section 6.01(a)(vi) or (vii) hereof with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon
any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(a)(vi) or (vii) hereof occurs with respect to the Company, all outstanding Notes
shall be due and payable immediately without further action or notice. The Holders of a majority in 

  
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aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if the Trustee shall have received an Officers’ Certificate that all existing Events of Default (except nonpayment of principal of, premium on, if any, interest or Liquidated Damages, if any, on the
Notes that has become due solely because of the acceleration) have been cured or waived. 
 Section 6.03 Other Remedies. 

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

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf
of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration as described in the last sentence of Section 6.02). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.05 Control by Majority. 

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 
 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: 

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

 (b) the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to
pursue the remedy; 
 (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to
the Trustee against any loss, liability or expense; 
 (d) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and 
 (e) during such 60-day period the Holders of a majority in
aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 
 A Holder of a
Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or
not such actions or forbearances are unduly prejudicial to such Holders). 
 Section 6.07 Rights of Holders of Notes To Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and
Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee. 

If an Event of Default specified in Section 6.01(a)(i) or (ii) 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 Liquidated Damages, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

Section 6.09 Trustee May File Proofs of Claim. 

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

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

Section 6.10 Priorities. 
 If the
Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: 
 First: to
the Trustee, any Agent and their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and indemnity amounts owed, and all advances made, by the Trustee and the costs and expenses of
collection; 
 Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and
Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Liquidated Damages, 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 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes. 

  
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 ARTICLE VII 

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 reasonably 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 duties, covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii) the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
 (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 by a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof; and 
 (iv) no provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability in the performance of any of its duties hereunder. 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 Holder shall have offered to the Trustee security and adequate indemnity satisfactory to it against any loss, liability or expense. 

  
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 (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) 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. 

Section 7.02 Rights of Trustee. 
 (a)
The Trustee may conclusively rely upon any document, notice or certificate 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 selection 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 reliance thereon. 

(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, and any resolution of the Board of Directors may be sufficiently evidenced if certified by an Officers’
Certificate. 
 (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such
request or direction. 
 (g) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or
damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Reasonable Officer of the Trustee has actual
knowledge thereof or unless 

  
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written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

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

(j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. 

(k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of offices authorized
at such time to take specified actions pursuant to this Indenture. 
 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. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 

Section 7.04 Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall
not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture
other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee
shall mail to Holders of Notes a notice of the Default or 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, interest or Liquidated Damages, if any, on
any Note, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 

Section 7.06 Reports by Trustee to Holders of the Notes. 

Within 60 days after each May 15 beginning with May 15, 2017 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 

  
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transmitted). The Trustee also shall comply with TIA § 313(b). 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 in writing when the Notes are listed on any stock exchange and of any delisting thereof. 

Section 7.07 Compensation and Indemnity. 

The Company shall pay to the Trustee and any Agent from time to time compensation for its acceptance of this Indenture and services hereunder
as agreed in writing between the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a Trustee of an express trust. The Company shall reimburse the Trustee and any Agent promptly upon request
for all reasonable disbursements, advances, performance and 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 indemnify each of the Trustee, Agent and their officers, directors, employees, representatives and
agents (each, an “Indemnified Party”) and any predecessor Trustee against any and all claims, losses, liabilities or 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 may be attributable to its negligence or willful misconduct, as determined by a final,
non-appealable judgment of a court of competent jurisdiction. An Indemnified Party shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Indemnified Party to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the Indemnified Party shall cooperate in the defense. The Indemnified Party 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 or Agent. 

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 of, premium on, if any, interest and Liquidated Damages, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(vi) or (vii) hereof
occurs, the expenses and the compensation for the 

  
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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 7.08. 
 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 aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee
if: 
 (a) the Trustee fails to comply with Section 7.10 hereof; 

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

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

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Company. 
 If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10,
such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee;
provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement 

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

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 (including the
administration of the trust created by this Indenture) to, another corporation, the successor corporation without any further act shall be the successor Trustee. 

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 (or in the case of a subsidiary of a bank holding
company, its bank holding company parent shall have) a combined capital and surplus of at least $100.0 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 VIII 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option To Effect Legal Defeasance or Covenant Defeasance. 

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

Section 8.02 Legal Defeasance and Discharge. 

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

  
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the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to below, (b) the Company’s obligations with respect to the
Notes concerning issuing temporary Notes, registration of Notes, the replacement of mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (c) the rights,
powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith and (d) this Article VIII. Subject to compliance with this Article VIII, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17,
4.18, and 4.19 hereof and Section 5.01(a)(iv) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes
shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason
of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof , the “Events of Default” described in Section 6.01(a) hereof (other than clauses (i), (ii), (vi), and (vii) thereof pertaining to the Company) shall not constitute Events of Default. The
Company may exercise Legal Defeasance regardless of whether it previously has exercised Covenant Defeasance. 
 Section 8.04 Conditions to Legal or
Covenant Defeasance. 
 The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the
outstanding Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance, 

  
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 (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the
Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as shall be sufficient, in the opinion or based on the report of a nationally
recognized firm of independent public accountants, investment bank or appraisal firm, to pay the principal of, premium, if any, on and accrued and unpaid interest and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity or on
a 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 provided that, with respect to any redemption pursuant to Section 3.07(a) the amount
deposited shall be sufficient for purposes of this Indenture to the extent that an amount is so deposited with the Trustee equal to the redemption amount computed using the Treasury Rate as of the third Business Day preceding the date of such
deposit with the Trustee; 
 (b) in the case of an election under Section 8.02 hereof, the Company has delivered to the Trustee an
Opinion of Counsel confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable United States federal
income tax law, in either case to the effect that, the Holders of the outstanding Notes shall not recognize income, gain or loss for United States federal income tax purposes as a result of such Legal Defeasance and shall be subject to United States
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(c) in the case of an election under Section 8.03 hereof, the Company has delivered to the Trustee an Opinion of Counsel confirming that
the Holders of the outstanding Notes shall not recognize income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and shall 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 transactions occurring contemporaneously with the borrowing of funds, or the borrowing of funds, to be applied to such deposit or
other Indebtedness which is being defeased or discharged, and, in each case, the granting of Liens in connection therewith); 
 (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 or any agreement or instrument governing any other Indebtedness which
is being defeased or discharged or repaid) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries 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 of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 

  
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 (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

The Legal Defeasance or Covenant Defeasance will be effective on the day on which all the applicable conditions above have been satisfied.
Upon compliance with the foregoing, the Trustee shall, upon written request, execute proper instrument(s) acknowledging such Legal Defeasance or Covenant Defeasance. 

Section 8.05 Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions. 

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent), to the Holders of such Notes of all sums due and to become due thereon in
respect of principal, premium and Liquidated Damages, 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
Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the
written request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal
firm expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(b) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to Company. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium or Liquidated Damages, 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 

  
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such Paying Agent, before being required to make any such repayment, shall 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 shall
be repaid to the Company. 
 Notwithstanding the foregoing, in the case of a covenant or legal defeasance or discharge to the applicable
redemption date for a redemption pursuant to Section 3.07(a), the excess (if any) of (x) the amount deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or
Liquidated Damages, if any, or interest on the Notes over (y) the redemption price determined pursuant to Section 3.07(a) (including accrued and unpaid interest, if any, to the applicable redemption date) shall be paid to the Company on
its request or (if then held by the Company) shall be discharged from such trust on the applicable redemption date. 
 Section 8.07
Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations
under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Liquidated Damages, if any, or interest on any 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 IX 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes without
the consent of any Holder of a Note: 
 (a) to cure any ambiguity, defect, mistake or inconsistency; provided such action shall not adversely
affect the interests of the Holders of Notes; 
 (b) to provide for uncertificated Notes in addition to or in place of certificated Notes;

 (c) (a) to reflect a change in the name or form of entity or jurisdiction of organization of the Company or (b) to provide for the
assumption of the Company’s obligations 

  
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to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; 

(d) to comply with the rules of any applicable securities depositary; 

(e) to comply with requirements of applicable Gaming Laws, or to provide for requirements imposed by applicable Gaming Authorities; 

(f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture including Section 4.09;

 (g) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including to provide for any
guarantees of the Notes or any collateral securing the Notes or any guarantees of the Notes) or that does not materially adversely affect the legal rights hereunder of any Holder of the Note; 

(h) to conform the text of this Indenture or the Notes to any provision of the Description of Notes contained in the Offering Memorandum with
respect to the Notes as set forth in an Officers’ Certificate; or 
 (i) to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA. 
 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 9.06 hereof, the Trustee shall join with the Company in the execution of any amended or
supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.02 With Consent of Holders
of Notes. 
 Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture
(including Sections 3.09, 4.10 and 4.14 hereof) and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of,
premium, if any, interest or Liquidated Damages, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). 

  
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 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 9.06 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. 

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver
under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. 
 Subject to
Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or
the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not: 
 (a) reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
 (b) reduce the principal of or change the
fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described under Sections 3.09, 4.10 and 4.14 hereof and other provisions for effecting a redemption
that do not reduce the redemption price); 
 (c) reduce the rate of or change the time for payment of interest on any Note; 

(d) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); 

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

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the contractual rights of Holders of Notes
expressly set forth in this Indenture to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; 

  
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 (g) waive a redemption payment with respect to any Note (other than a payment required by one of
the covenants described under Sections 3.09, 4.10 and 4.14 hereof); or 
 (h) make any change in Section 6.04 or 6.07 hereof or in
the foregoing amendment and waiver provisions. 
 Section 9.03 Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the
TIA as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date upon which the requisite consents for the applicable waiver, supplement or amendment have been obtained. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
 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 a Company Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

 Section 9.06 Trustee To Sign Amendments, etc. 

The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article IX 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 its Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee
shall receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel (subject to customary
assumptions, qualifications and exceptions) stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is the valid and binding obligation of the Company, enforceable in accordance with its
terms. 

  
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 ARTICLE X 

SUBSIDIARY GUARANTEES 
 No
Person shall be required to guarantee the Notes pursuant to this Article X, except as expressly provided in Section 4.15 with respect to a Restricted Subsidiary that is required to provide a guarantee in respect of the Notes. This Article X
shall be effective only with respect to such a Guarantor and only at such time as, and only to the extent that, such a guarantee is required to be provided in respect of the Notes by such Guarantor pursuant to Section 4.15. 

Section 10.01 Guarantee. 
 On the
Issue Date, there will exist no Guarantors. With respect to any Person that becomes a Guarantor after the Issue Date as required by Section 4.15, such Guarantor agrees as set forth in this Article X. 

Subject to this Article X, each of the Guarantors hereby, jointly and severally, guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and
interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture. 
 If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in 

  
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relation to either the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect. 
 Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. 

Section 10.02 Discharge of Subsidiary Guarantee. 

A Guarantor shall be automatically and unconditionally released and discharged of its Subsidiary Guarantee and its obligations in respect of
this Indenture and the Notes without any action required on the part of the Trustee or any Holder of Notes at such time as such Guarantor’s guarantee or joint and several liability with respect to the Indebtedness of the Company that required
such guarantee pursuant to Section 4.15 hereof is released or discharged, or, at the Company’s option, if the Guarantor is not a guarantor of or jointly and severally liable with respect to such Indebtedness. For the avoidance of doubt,
any release of such Guarantee shall be deemed not to impair any rights of Holders of the Notes. 
 Section 10.03 Limitation on Guarantor
Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties
that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will, after giving effect to such maximum amount and
all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect
of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 

Section 10.04 Execution and Delivery of Subsidiary Guarantee and Supplemental Indenture. To evidence its Subsidiary Guarantee set forth in
Section 10.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included in Exhibit D shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the


  
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Trustee and that this Indenture shall be executed on behalf of such Guarantor by its one of its Officers. 

Each Guarantor shall promptly execute a supplemental indenture substantially in the form included in Exhibit E. 

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 
 If an Officer whose signature is on this
Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. 

If a Subsidiary Guarantee has been provided, the delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of such Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors. 
 Section 10.05 Guarantors May
Consolidate, etc., on Certain Terms. 
 Except as otherwise provided in Section 10.06, no Guarantor may consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another Person whether or not affiliated with such Guarantor unless: 

(a) subject to Section 10.06 hereof, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the
Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture, under the Notes, the Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and 

(b) immediately after giving effect to such transaction, no Default or Event of Default exists. 

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor
Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all
of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. 

Except as set forth in Articles IV and V hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall 

  
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prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 

Section 10.06 Releases Following Sale. 

In the event (i) of a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, (ii) of a sale or other disposition of all to the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the
Company or (iii) that the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. 

Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. 

ARTICLE XI 

SATISFACTION AND DISCHARGE 

Section 11.01 Satisfaction and Discharge. 

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

(a) either: 
 (1)
all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and, if provided for in this Indenture, thereafter repaid to the Company,
have been delivered to the Trustee for cancellation; or 
 (2) all Notes 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 shall become due and payable within one year (or are to be called for redemption within one year) and the


  
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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 Government
Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as shall be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not
delivered to the Trustee for cancellation for principal, premium, if any, and Liquidated Damages, if any, and accrued and unpaid interest to, but not including, the date of maturity or redemption; provided that, with respect to any redemption
pursuant to Section 3.07(a) the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is so deposited with the Trustee equal to the redemption amount computed using the Treasury Rate as of the third
Business Day preceding the date of such deposit with the Trustee; 
 (b) the Company has paid or caused to be paid all other sums then
payable by it under this Indenture; and 
 (c) the Company has delivered irrevocable written instructions to the Trustee under this Indenture
to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. 
 In addition, the
Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section, the provisions of Section 11.02 and Section 8.06 shall survive. 

The satisfaction and discharge will be effective on the day on which all the applicable conditions above 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 and this Indenture. 

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), to the Persons entitled thereto, of the principal
(and premium or Liquidated Damages, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. If the Trustee or Paying Agent is
unable to apply any money or Government Securities in accordance with Section 11.01 hereof 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 hereof; provided that if the Company has made


  
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any payment of principal of, premium or Liquidated Damages, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the
Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 

ARTICLE XII 

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 others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), facsimile, given by email in PDF format or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Company and/or any Guarantor: 

PNK Entertainment, Inc. 
 3980
Howard Hughes Parkway 
 Las Vegas, NV 89169 

Telephone No.: (702) 541-7777 

Facsimile No.: (702) 541-7773 

Attention: President and Chief Financial Officer 

With a copy to: 
 Skadden, Arps,
Slate, Meagher & Flom LLP 
 300 South Grand Avenue 

Suite 3400 
 Los Angeles, CA
90071 
 Telephone No.: (213) 687-5527 

Facsimile No.: (213) 621-5527 

Attention: Jonathan Ko., Esq. 

Email: jonathan.ko@skadden.com 

If to the Trustee: 
 Deutsche
Bank Trust Company Americas 
 Corporate Trust 

60 Wall Street, 16th Floor 

  
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 Mail Stop: NYC60-1630 

New York, New York 10005 

Facsimile No.: 732-578-4635 

Attention: Corporates Team Deal Manager – PNK Entertainment, Inc. 

(Immediately following the Merger “Pinnacle Entertainment, Inc.”) 

With a copy to: 
 Deutsche Bank
Trust Company Americas 
 c/o Deutsche Bank National Trust Company 

Corporate Trust 
 100 Plaza One,

 Mailstop: JCY03-0699 

Jersey City, NJ 07311 

Facsimile No.: 732-578-4635 

Attention: Corporates Team Deal Manager – PNK Entertainment, Inc. 

(Immediately following the Merger “Pinnacle Entertainment, Inc.”) 

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 faxed or delivered by electronic mail (in PDF format); and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery, and, with respect to the Trustee, upon actual receipt. 
 Any
notice or communication to a Holder shall be mailed by first class mail, in accordance with Depositary procedures, 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 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: 

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

Section 12.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 
 (a) a
statement that the Person making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
 (d) a statement as to whether or not,
in the opinion of such Person, such condition or covenant has been satisfied. 
 Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. No
director, officer, employee, incorporator or direct or indirect stockholder, past, present or future, of the Company, any Guarantor or any successor entity, as such, shall have any liability for any obligations of the Company, or any Guarantors
under the Notes, this Indenture, any Guarantees or the Registration Rights Agreement, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes 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 AND WAIVER OF JURY
TRIAL. 
 THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF 

  
 130 








 
NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B). 

EACH OF THE PARTIES HERETO (A) IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT WILL NOT ACCEPT JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK OR ANY COURT OF COMPETENT CIVIL JURISDICTION SITTING IN NEW YORK COUNTY, NEW YORK, (B) UNCONDITIONALLY WAIVES AND AGREES
NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE ANY CLAIMS THAT IT IS NOT SUBJECT TO THE JURISDICTION OF THE ABOVE COURTS, THAT SUCH ACTION OR SUIT IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH ACTION, SUIT OR OTHER
PROCEEDING IS IMPROPER AND AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (C) AGREES THAT IT SHALL NOT BRING ANY ACTION RELATING TO THIS INDENTURE OR THE NOTES
IN ANY COURT OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT WILL NOT ACCEPT JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK OR ANY COURT OF COMPETENT CIVIL JURISDICTION SITTING IN NEW
YORK COUNTY, NEW YORK. 
 EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

Section 12.09 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.10 Successors. 

All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors. 
 Section 12.11 Severability. 

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

  
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 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. 
 The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes. 
 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. 

Section 12.14 Force Majeure. 
 In no
event shall the Trustee or Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications, computer (software and hardware)
services, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances. 
 Section 12.15 U.S.A. Patriot Act. 

In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable AML Law”), the Trustee and Agent are
required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and Agent. Accordingly, each of the parties agree to provide to the Trustee and Agent,
upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee and Agent to comply with Applicable AML Law. 

[Signatures on following page] 

  
 132 








 IN WITNESS WHEREOF, the parties have executed this Indenture as of the date first written above.

  

			
	PNK ENTERTAINMENT, INC.
		
	By:	 	/s/ Carlos A. Ruisanchez
		 	  

		 	Name: Carlos A. Ruisanchez
		 	Title: President and Chief Financial
		 	Officer









 
			
	DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
		
	By:	 	Deutsche Bank National Trust Company
		
	By:	 	 /s/ Annie Jaghatspanyan

		 	Name: Annie Jaghatspanyan
		 	Title: Vice President
		
	By:	 	 /s/ Wanda Camacho

		 	Name: Wanda Camacho
		 	Title: Vice President


  







 EXHIBIT A 

FORM OF NOTE 
 [Face of
Note] 
 CUSIP:
[                    ]1 

5.625% Senior Notes due 2024 
  

			
	No.     	  	$                    

 PNK ENTERTAINMENT, INC. promises to pay to
                                 or registered assigns, the principal sum of
                             Dollars on May 1, 2024. 

Interest Payment Dates: May 1 and November 1 

Record Dates: April 15 and October 15 

 

							
	1	  	Rule 144A Initial Note CUSIP:	  	69354P AA9	  	
		  	Regulation S Initial Note CUSIP: 	  	U7264P AA5	  	
		  	Unrestricted CUSIP:	  	69354P AC5	  	

 [Signature Page Follows] 

  
 A-1 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

			
	PNK ENTERTAINMENT, INC.
		
	By:	 	  

		 	Name:
		 	Title:


  

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

	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee

		
	 By:
	 	 
		 	 Authorized Signatory

		
		 	
Dated:                  
  ,            



  
 A-2 








 [Back of Note] 

5.625% Senior Notes due 2024 

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1. Interest. PNK Entertainment, Inc. (which will immediately following the Merger be renamed “Pinnacle Entertainment, Inc.”),
a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 5.625% per annum as provided below until maturity [and shall pay any Liquidated Damages, if any. Any Liquidated Damages
following the occurrence of a Registration Default shall be assessed on the principal amount of Transfer Restricted Securities held by such Holder as described in the Registration Rights
Agreement]1. The Company shall pay interest and any Liquidated Damages, if any,
semi-annually in arrears on May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the
most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]2 or, if no interest has been paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided, further, that the first Interest Payment Date shall be November 1, 2016. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal
and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and any Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of business on April 15 and October 15 preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except
as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose
within the City and State of New York, or, at the option of the Company, payment of interest and any Liquidated Damages 
  

 

	1 	Include if the Notes have the benefit of a Registration Rights Agreement. 


	2 	Include only for Exchange Notes. 


  
 A-3 








 
may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and any Liquidated Damages on, all Global Notes and all other Notes the Holders of which hold at least $1,000,000 in aggregate principal amount of the Notes and shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. Paying Agent and Registrar. Initially, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

4. Indenture. The Company issued the Notes under an Indenture dated as of April 28, 2016 (“Indenture”) between the
Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are
subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. 
 5. Optional Redemption. 

(a) At any time prior to May 1, 2019, the Company may redeem the Notes, in whole or in part, at any time or from time to time,
originally issued under the Indenture at a redemption price of 105.625% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with an amount of cash equal to the net cash proceeds of one or more Equity
Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and
its Subsidiaries); and (2) the redemption occurs within 180 days after the date of the closing of such Equity Offering. 
 (b) At
any time prior to May 1, 2019, the Company may redeem the Notes for cash at its option, in whole or in part, at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes
being redeemed and (2) the present value at such redemption date of (x) the redemption price of the Note at May 1, 2019 (such redemption price being set forth in the table appearing below under subparagraph (c)) plus (y) all
required interest payments due on the Note through May 1, 2019 (excluding accrued but unpaid interest to, but not including, the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50
basis points, together in either case with accrued and unpaid interest, if any, to but not including, the redemption date. 
 (c) Except as
described in subparagraphs (a) and (b) above, the Notes will not be redeemable at the Company’s option prior to May 1, 2019. On and after May 1, 2019, the Company may redeem the Notes, in whole or in part, at any time or
from time to time, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any on the Notes redeemed, to, but not including,


  
 A-4 








 
the applicable redemption date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below: 

 

					
	 Year
	  	Percentage	 
	 2019
	  	 	104.219	% 
	 2020
	  	 	102.813	% 
	 2021
	  	 	101.406	% 
	 2022 and thereafter
	  	 	100.000	% 

 In addition to the foregoing, if (1) any Gaming Authority makes a determination of suitability of a
Holder or Beneficial Owner of Notes (or an Affiliate of such Holder or Beneficial Owner), or (2) any Gaming Authority requires that a Holder or Beneficial Owner of notes (or an Affiliate thereof) must either (i) be licensed, qualified or
found suitable under any applicable Gaming Laws or (ii) reduce its position in the Notes to below a level that would require licensure, qualification or finding of suitability, and such Holder or Beneficial Owner (or Affiliate thereof):
(A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) fails
to reduce its position in the notes appropriately, or (C) is denied such license or qualification or not found suitable, or (3) any Gaming Authority otherwise requires that Notes from any Holder or Beneficial Owner be redeemed, subject to
applicable Gaming Laws, the Company shall have the right, at its option: (i) to require any such Holder or Beneficial Owner to dispose of its Notes (or applicable portion of Notes) within 30 days (or such earlier date as may be required by the
applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (ii) to call for the redemption of the Notes (or applicable portion ofNotes) of such Holder or Beneficial Owner at a redemption price equal to the
least of: (A) the principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability
by such Gaming Authority, (B) the price at which such Holder or Beneficial Owner acquired the Notes, together with accrued and unpaid interest and to, but not including, the earlier of the date of redemption or the date of the denial of license
or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or Beneficial Owner
of notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or Beneficial Owner will not have any further rights with respect to the Notes to:
(1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest or additional interest, if any, or any other distribution nor payment with respect to the Notes, or (3) receive
any remuneration in any form from the Company or its Affiliates for services rendered or otherwise, except the redemption price of the Notes. 

6. Mandatory Redemption. 

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

7. Repurchase at Option of Holder. 

  
 A-5 








 (a) If there is a Change of Control Triggering Event, the Company will be required to make an
offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount
of Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following the occurrence of a Change of Control Triggering
Event, the Company will mail a notice to each Holder describing the transaction or transactions that constitute, or are expected to constitute, the Change of Control Triggering Event, and offering to repurchase Notes on the Change of Control Payment
Date as specified in the notice required by the Indenture.3 
 (b) If the Company or a
Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $30.0 million, the Company will commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. 
 8.
Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the
unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption or during the period between a record date and
the corresponding Interest Payment Date. 
 10. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for
all purposes. 
 11. Amendment, Supplement and Waiver. Subject to Sections 6.04 and 6.07 of the Indenture, the Holders of a majority
in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the 

 

	3 	 Only for Initial Notes. 



  
 A-6 








 
Company with any provision of the Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under Section 9.02 of the Indenture may not:
(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the
Notes (other than provisions relating to the covenants described under Sections 3.09, 4.10 and 4.14 of the Indenture and other provisions for effecting a redemption that do not reduce the redemption price); (iii) reduce the rate of or change
the time for payment of interest on any Note; (iv) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) make any
change in the provisions of the Indenture relating to waivers of past Defaults or the contractual rights of Holders of Notes expressly set forth in this Indenture to receive payments of principal of, or interest or premium or Liquidated Damages, if
any, on the Notes; (vii) waive a redemption payment with respect to any Note (other than a payment required by the covenants described under Sections 3.09, 4.10 and 4.14 of the Indenture); or (viii) make any change in Section 6.04 or
6.07 of the Indenture or in the foregoing amendment and waiver provisions. 
 Notwithstanding Section 9.02 of the Indenture, the
Company and the Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder of a Note (i) to cure any ambiguity, defect, mistake or inconsistency, provided such action shall not adversely affect the interests of
the Holders of Notes; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes provided such action shall not adversely affect the interest of the Holders of the Notes; (iii) to (a) reflect a change in
the name or form of entity or jurisdiction of organization of the Company or (b) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article V of the Indenture;
(iv) to comply with the rules of any applicable securities depositary; (v) to comply with requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; (vi) to provide for the issuance
of Additional Notes in accordance with the limitations set forth in the Indenture including Section 4.09 thereof; (vii) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including to
provide for any guarantees of the Notes or any collateral securing the Notes or any guarantees of the Notes) or that does not materially adversely affect the legal rights of any Holder of the Note under the Indenture; (viii) to conform the text
of the Indenture or the Notes to any provision of the Description of Notes contained in the Offering Memorandum with respect to the Notes as set forth in an Officers’ Certificate; or (ix) to comply with requirements of the SEC in order to
effect or maintain the qualifications of the Indenture under the TIA. 
 12. Defaults and Remedies. An Event of Default occurs if:
(i) the Company defaults in the payment when due of interest on, or Liquidated Damages with respect to, the Notes and such default continues for a period of 30 days; (ii) the Company defaults in the payment when due of the principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (iii) subject to Section 6.01(b) of the Indenture, the Company or any of its
Restricted Subsidiaries fails to observe or perform any covenant, representation, warranty or other agreement in the Indenture or this Note for 60 days after the Company’s receipt of notice 

  
 A-7 








 
from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class, unless such failure to comply has been waived by the Required
Holders; (iv) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default:
(A) is caused by a failure to pay principal of such Indebtedness at final maturity (a “Payment Default”); or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not
been rescinded, annulled or cured within 20 Business Days), and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has
been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100.0 million; provided, that this clause (iv) shall not apply to any Investment Guarantee or Investment Guarantee Indebtedness unless the
Company or one of its Restricted Subsidiaries defaults in the performance of its payment obligations in respect of its Investment Guarantee of such Investment Guarantee Indebtedness; (v) a final judgment or final judgments for the payment of
money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary and such judgment or judgments remain unpaid, unstayed or undischarged for a period (during which execution shall not be effectively stayed) of 60 days; provided that the aggregate of all such unpaid, unstayed or
undischarged judgments exceeds $100 million; (vi) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or
substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; (vii) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that (A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary in an
involuntary case; (B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary or for
all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or
(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and the order or decree
remains unstayed and in effect for 60 consecutive days; or (viii) after the effectiveness thereof, the Master Lease shall terminate or otherwise cease to be effective, other than upon the expiration or termination thereof with respect to any
particular property or properties pursuant to 

  
 A-8 








 the Master Lease or an amendment, waiver or modification of the Master Lease not prohibited by Section 4.16.

 In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all Notes
then outstanding shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes
may declare all the Notes to be due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of
principal, interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the
Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes;
provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all the Holders rescind an acceleration and its consequences. The Company is
required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or
Event of Default. In the event that the Holders of at least 25% in aggregate principal amount of the then outstanding Notes deliver to the Trustee a notice of a Default or an Event of Default or an acceleration, such Holders also shall deliver a
copy of such notice to the Landlord. 
 Notwithstanding the foregoing, in the event of a default by the Company or any of its
Restricted Subsidiaries in the performance of any of their respective obligations under the Indenture, including any default in the payment of any sums payable thereunder, then, in each and every such case, subject to applicable Gaming Laws, the
Landlord shall have the right (subject to the terms of the Master Lease), but not the obligation, to cause the default or defaults to be cured or remedied (to the extent such default is susceptible to cure or remedy) prior to the end of any
applicable notice and cure periods set forth in the Indenture, and any such tender of payment or performance by Landlord shall be accepted by the Trustee and the Holders of the Notes and shall constitute payment and/or performance by the Company or
such Restricted Subsidiary for purposes of the Indenture. 
 13. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 

14. No Recourse Against Others. No director, officer, employee, incorporator or direct or indirect stockholder, past, present or future,
of the Company, any Guarantor, or any successor entity, as such, shall have any liability for any obligations of the Company, or any Guarantors under the Notes, the Indenture, any Guarantees [or the Registration Rights


  
 A-9 








 
Agreement,]4 or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
 15.
Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 

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

17. [Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement.]5 

18. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Company
will furnish to any Holder upon written request and without charge a copy of the Indenture [and/or the Registration Rights Agreement]6. Requests may be made to: 

 

	
	 PNK Entertainment, Inc.

	 3980 Howard Hughes Parkway

	 Las Vegas, NV 89169

	 Attention: President and Chief Financial Officer


  

	4 	Include if the Notes have the benefit of a Registration Rights Agreement. 


	5 	Include if the Notes have the benefit of a Registration Rights Agreement. 


	6 	Include if the Notes have the benefit of a Registration Rights Agreement. 


  
 A-10 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

 

			
	(I) or (we) assign and transfer this Note to: 	  	  


 (Insert assignee’s legal name) 
  

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

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

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

Date:                        Your
Signature: 

			
		 	  


 (Sign exactly as your name appears on the face of this Note) 

 

			
	Signature Guarantee*:	  	  


  

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


  
 A-11 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate
box below: 
  ̈    Section 4.10    ̈    Section 4.14 
 If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: 

$                     

Date:                      

Your Signature: 

			
		  	        (Sign exactly as your name appears on the face of this Note)

 Tax Identification No.:
                         

Signature Guarantee*:
                             

 

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


  
 A-12 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE7 
 The following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	 Amount of Decrease in
Principal Amount of This
Global
Note
	  	 Amount of Increase in
Principal Amount of This
Global
Note
	  	 Principal Amount of This
Global Note Following Such
Decrease
(or Increase)
	  	 Signature of Authorized
Signatory of Trustee or
Note
Custodian


  

	7 	This schedule should be included only if the Note is issued in global form. 


  
 A-13 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 PNK
Entertainment, Inc. 
 3980 Howard Hughes Parkway 
 Las Vegas,
NV 89169 
 DB Services Americas, Inc. 
 5022 Gate Parkway,
Suite 200, 
 Jacksonville, FL 32256 USA 
 Attention: Transfer

 With a copy to: 
 Deutsche Bank Trust Company Americas 

c/o Deutsche Bank National Trust Company 
 Corporate Trust 

100 Plaza One, Mailstop JCY03-0699 
 Jersey City, New Jersey 07311

 Attn: Corporates Team Deal Manager - – PNK Entertainment, Inc. [immediately following the Merger “Pinnacle Entertainment, Inc.”] 

Fax: 732-578-4635 
 Re: 5.625% Senior Notes due
2024 
 Reference is hereby made to the Indenture, dated as of April 28, 2016 (the “Indenture”), between PNK
Entertainment, Inc. (which immediately following the Merger was renamed “Pinnacle Entertainment, Inc.”), as issuer (the “Company”), and Deutsche Bank Trust Americas, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture. 

                       
          (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of
$                     in such Note[s] or interests (the “Transfer”), to
                                 (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY]

 1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for
its own account, or for one or more accounts with respect to which such Person exercises sole 

  
 B-1 








 
investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 

2.  ̈ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global
Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act, and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject
to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act. 

3.  ̈ Check and complete if Transferee will take delivery of a Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 

(a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act; 
 or 
 (b)  ̈ such Transfer is being effected to the Company or a subsidiary thereof; 
 or 

  
 B-2 








 (c)  ̈ such Transfer is being effected pursuant to
an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 

4.  ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global
Note or of an Unrestricted Definitive Note. 
 (a)  ̈ Check if Transfer is pursuant to
Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture. 
 (b)  ̈ Check if Transfer is
Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c)
 ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act
other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

  
 B-3 








 
			
	[Insert Name of Transferor]
		
	 By:
	 	
	 Name:
	 	
	 Title:
	 	
		 	


 Dated:
                     
 ANNEX A
TO CERTIFICATE OF TRANSFER 
  

	 	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)]

  

	 	(a)	 ̈       a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP             ), or 


 

	 	(ii)	 ̈ Regulation S Global Note (CUSIP             ), or 


 

	 	(b)	 ̈       a Restricted Definitive Note. 

  

	 	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	 	(a)	 ̈       a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP             ), or 


 

	 	(ii)	 ̈ Regulation S Global Note (CUSIP             ), or 


 

	 	(iii)	 ̈ Unirestricted Global Note (CUSIP             ); or 


 

	 	(b)	 ̈       a Restricted Definitive Note; or 

  

	 	(c)	 ̈       an Unrestricted Definitive Note, in accordance with the terms of this Indenture. 


 

  
 B-4 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 PNK
Entertainment, Inc. 
 3980 Howard Hughes Parkway 
 Las Vegas,
NV 89169 
 DB Services Americas, Inc. 
 MS: JCK01-0218 

Attention: Reorg. Department 
 5022 Gate Parkway, Suite 200 

Jacksonville, FL 32256 
 DB.Reorg@db.com 

Fax: 615-866-3889 
 Telephone Assistance (877) 843-9767 

With a copy to: 
 Deutsche Bank Trust Company Americas 

c/o Deutsche Bank National Trust Company 
 Corporate Trust 

100 Plaza One, Mailstop JCY03-0699 
 Jersey City, New Jersey 07311

 Attn: Corporates Team Deal Manager — PNK Entertainment, Inc. [immediately following the Merger “Pinnacle Entertainment, Inc.”] 

Fax: 732-578-4635 
 Re: 5.625% Senior Notes due
2024 
 (CUSIP             ) 

Reference is hereby made to the Indenture, dated as of April 28, 2016 (the “Indenture”), between PNK Entertainment, Inc.
(which immediately following the Merger was renamed “Pinnacle Entertainment, Inc.”), as issuer (the “Company”), and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture. 

                       
     , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount
of                 $                 in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of Restricted Definitive
Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 

  
 C-1 








 (a)  ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note
in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state
of the United States. 
 (b)  ̈ Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States. 
 (c)  ̈ Check if
Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (d)  ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the
Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

  
 C-2 








 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 
 (a)  ̈ Check
if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal
principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the
Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

(b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the: 

[CHECK ONE] 
  ̈ 144A Global Note, or 
  ̈ Regulation S Global
Note, 
 the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 

  
 C-3 








 This certificate and the statements contained herein are made for your benefit and the benefit of
the Company. 
  

			
	[Insert Name of Transferor]
		
	 By:
	 	
	Name:	 	
	 Title:
	 	



  
 C-4 








 EXHIBIT D 

FORM OF SUBSIDIARY GUARANTEE 

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, guaranteed, to
the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 28, 2016 (the “Indenture”) between PNK Entertainment, Inc. (which immediately following the Merger was renamed
“Pinnacle Entertainment, Inc.”) (the “Company”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and
interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium or Liquidated Damages, if any, and, to the extent permitted
by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions. 
  

			
	[NAME OF GUARANTOR(S)]
		
	 By:
	 	 
	Name:	 	
	 Title:
	 	



  
 D-1 








 EXHIBIT E 

FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
                    , among
                    (the “Guaranteeing Subsidiary”), a subsidiary of PNK Entertainment, Inc. (which immediately following the
Merger was renamed “Pinnacle Entertainment, Inc.”) (or its permitted successor), a Delaware corporation (the “Company”), the Company and Deutsche Bank Trust Company Americas, as trustee under this Indenture referred to
below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
April 28, 2016 providing for the issuance of an unlimited amount of 5.625% Senior Notes due 2024 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”);
and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 

(a) To jointly and severally Guarantee, on a senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: 
 (i) the
principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

  
 F-1 








 (ii) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. 

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes
or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c) The
following is hereby waived: diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands
whatsoever. 
 (d) Except as otherwise provided by the Indenture, this Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any
Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. 
 (h) The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. 

  
 F-2 








 (i) Pursuant to Section 10.03 of the Indenture, after giving effect to any
maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, any rights to receive contribution from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article X of this Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such
Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance. 
 3. Execution and Delivery. Each
Guaranteeing Subsidiary agrees that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 

4. Guaranteeing Subsidiary May Consolidate, etc. on Certain Terms. 

(a) The Guaranteeing Subsidiary may not consolidate with or merge with or into (whether or not such Guarantor is the surviving
Person) another corporation, Person or entity whether or not affiliated with such Guarantor unless: 
 (i) subject to
Sections 10.05 and 10.06 of the Indenture, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental
indenture, under the Notes, this Indenture and the Subsidiary Guarantee on the terms set forth herein or therein; and 
 (ii)
immediately after giving effect to such transaction, no Default or Event of Default exists. 
 (b) In case of any such
consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes
and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered
to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as
though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. 
 (c) Except as set forth in
Articles IV and V and Section 10.06 of Article X of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a
Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance 

  
 F-3 








 
of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 

5. Releases. 
 (a)
In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all the capital stock of any Guarantor, in each case to a Person that is not (either
before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor)
or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the
Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an
Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the
Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. 

(b) A Guarantor shall be automatically and unconditionally released and discharged of its Subsidiary Guarantee and its
obligations in respect of this Indenture and the Notes without any action required on the part of the Trustee or any Holder of Notes at such time as such Guarantor’s guarantee or joint and several liability with respect to the Indebtedness of
the Company that required such guarantee pursuant to Section 4.15 of the Indenture is released or discharged, or, at the Company’s option, if the Guarantor is not a guarantor of or jointly and severally liable with respect to such
Indebtedness. For the avoidance of doubt, any release of such Guarantee shall be deemed not to impair any rights of Holders of the Notes. 

(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article X of the Indenture. 

6. No Recourse Against Others. No director, officer, employee, incorporator or direct or indirect stockholder, past, present or future,
of the Company, any Guarantor, or any successor entity, as such, shall have any liability for any obligations of the Company, or any Guarantors under the Notes, the Indenture, any Guarantees or the Registration Rights Agreement, this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the
issuance of the Notes. 

  
 F-4 








 7. GOVERNING LAW AND WAIVER OF JURY TRIAL. THE INDENTURE AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B). 
 EACH OF THE PARTIES HERETO (A) IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT WILL NOT ACCEPT JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK OR ANY COURT OF COMPETENT CIVIL JURISDICTION SITTING IN NEW YORK
COUNTY, NEW YORK, (B) UNCONDITIONALLY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE ANY CLAIMS THAT IT IS NOT SUBJECT TO THE JURISDICTION OF THE ABOVE COURTS, THAT SUCH ACTION OR SUIT IS BROUGHT IN AN INCONVENIENT
FORUM OR THAT THE VENUE OF SUCH ACTION, SUIT OR OTHER PROCEEDING IS IMPROPER AND AGREES THAT IT SHALL NOT ATTEMPT TO DENY OR DEFEAT SUCH JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (C) AGREES THAT IT SHALL NOT
BRING ANY ACTION RELATING TO THE INDENTURE OR THE NOTES IN ANY COURT OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT WILL NOT ACCEPT JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK OR ANY
COURT OF COMPETENT CIVIL JURISDICTION SITTING IN NEW YORK COUNTY, NEW YORK. 
 EACH OF THE COMPANY AND THE TRUSTEE IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. 
 9. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof. 
 10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 

  
 F-5 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
 Dated: _______________, ____ 

 

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	PNK ENTERTAINMENT, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[EXISTING GUARANTORS]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	    as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 F-6