EX-4.16



 Exhibit 4.16 

EMPIRE RESORTS, INC., as 
 ISSUER

 and 

[                    ], as 

INDENTURE TRUSTEE 
 INDENTURE

 Dated as of [                    ]








 TABLE OF CONTENTS 
  

					
	 	  	Page	 
	 ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	  
		
	 Section 1.01 Definitions
	  	 	1	  
	 Section 1.02 Other Definitions
	  	 	4	  
	 Section 1.03 Incorporation by Reference of Trust Indenture Act
	  	 	4	  
	 Section 1.04 Rules of Construction
	  	 	5	  
		
	 ARTICLE II THE SECURITIES
	  	 	5	  
		
	 Section 2.01 Issuable in Series
	  	 	5	  
	 Section 2.02 Establishment of Terms of Series of Securities
	  	 	5	  
	 Section 2.03 Execution and Authentication
	  	 	7	  
	 Section 2.04 Registrar and Paying Agent
	  	 	8	  
	 Section 2.05 Paying Agent to Hold Money in Trust
	  	 	8	  
	 Section 2.06 Holder Lists
	  	 	8	  
	 Section 2.07 Transfer and Exchange
	  	 	8	  
	 Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	9	  
	 Section 2.09 Outstanding Securities
	  	 	9	  
	 Section 2.10 Treasury Securities
	  	 	10	  
	 Section 2.11 Temporary Securities
	  	 	10	  
	 Section 2.12 Cancellation
	  	 	10	  
	 Section 2.13 Defaulted Interest
	  	 	10	  
	 Section 2.14 Global Securities
	  	 	10	  
	 Section 2.15 CUSIP Numbers
	  	 	11	  
		
	 ARTICLE III REDEMPTION
	  	 	12	  
		
	 Section 3.01 Notice to Trustee
	  	 	12	  
	 Section 3.02 Selection of Securities to be Redeemed
	  	 	12	  
	 Section 3.03 Notice of Redemption
	  	 	12	  
	 Section 3.04 Effect of Notice of Redemption
	  	 	13	  
	 Section 3.05 Deposit of Redemption Price
	  	 	13	  
	 Section 3.06 Securities Redeemed in Part
	  	 	13	  
		
	 ARTICLE IV COVENANTS
	  	 	13	  
		
	 Section 4.01 Payment of Principal and Interest
	  	 	13	  
	 Section 4.02 SEC Reports
	  	 	13	  
	 Section 4.03 Compliance Certificate
	  	 	13	  
	 Section 4.04 Stay, Extension and Usury Laws
	  	 	13	  
		
	 ARTICLE V SUCCESSORS
	  	 	14	  
		
	 Section 5.01 When Company May Merge, Etc.
	  	 	14	  
	 Section 5.02 Successor Corporation Substituted
	  	 	14	  


  
 1 









					
		
	 ARTICLE VI DEFAULTS AND REMEDIES
	  	 	14	  
		
	 Section 6.01 Events of Default
	  	 	14	  
	 Section 6.02 Acceleration of Maturity; Rescission and Annulment
	  	 	15	  
	 Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	16	  
	 Section 6.04 Trustee May File Proofs of Claim
	  	 	16	  
	 Section 6.05 Trustee May Enforce Claims Without Possession of Securities
	  	 	17	  
	 Section 6.06 Application of Money Collected
	  	 	17	  
	 Section 6.07 Limitation on Suits
	  	 	17	  
	 Section 6.08 Unconditional Right of Holders to Receive Principal and Interest
	  	 	18	  
	 Section 6.09 Restoration of Rights and Remedies
	  	 	18	  
	 Section 6.10 Rights and Remedies Cumulative
	  	 	18	  
	 Section 6.11 Delay or Omission Not Waiver
	  	 	18	  
	 Section 6.12 Control by Holders
	  	 	18	  
	 Section 6.13 Waiver of Past Defaults
	  	 	18	  
	 Section 6.14 Undertaking for Costs
	  	 	19	  
		
	 ARTICLE VII TRUSTEE
	  	 	19	  
		
	 Section 7.01 Duties of Trustee
	  	 	19	  
	 Section 7.02 Rights of Trustee
	  	 	20	  
	 Section 7.03 Individual Rights of Trustee
	  	 	21	  
	 Section 7.04 Trustee’s Disclaimer
	  	 	21	  
	 Section 7.05 Notice of Defaults
	  	 	22	  
	 Section 7.06 Reports by Trustee to Holders
	  	 	22	  
	 Section 7.07 Compensation and Indemnity
	  	 	22	  
	 Section 7.08 Replacement of Trustee
	  	 	22	  
	 Section 7.09 Successor Trustee by Merger, etc.
	  	 	23	  
	 Section 7.10 Eligibility; Disqualification
	  	 	23	  
	 Section 7.11 Preferential Collection of Claims Against Company
	  	 	23	  
		
	 ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
	  	 	23	  
		
	 Section 8.01 Satisfaction and Discharge of Indenture
	  	 	23	  
	 Section 8.02 Application of Trust Funds; Indemnification
	  	 	24	  
	 Section 8.03 Legal Defeasance of Securities of any Series
	  	 	24	  
	 Section 8.04 Covenant Defeasance
	  	 	26	  
	 Section 8.05 Repayment to Company
	  	 	27	  
	 Section 8.06 Reinstatement
	  	 	27	  
		
	 ARTICLE IX AMENDMENTS AND WAIVERS
	  	 	27	  
		
	 Section 9.01 Without Consent of Holders
	  	 	27	  
	 Section 9.02 With Consent of Holders
	  	 	28	  
	 Section 9.03 Limitations
	  	 	28	  
	 Section 9.04 Compliance with Trust Indenture Act
	  	 	29	  
	 Section 9.05 Revocation and Effect of Consents
	  	 	29	  
	 Section 9.06 Notation on or Exchange of Securities
	  	 	29	  
	 Section 9.07 Trustee Protected
	  	 	29	  


  
 2 









					
		
	 ARTICLE X MISCELLANEOUS
	  	 	30	  
		
	 Section 10.01 Trust Indenture Act Controls
	  	 	30	  
	 Section 10.02 Notices
	  	 	30	  
	 Section 10.03 Communication by Holders with Other Holders
	  	 	30	  
	 Section 10.04 Certificate and Opinion as to Conditions Precedent
	  	 	31	  
	 Section 10.05 Statements Required in Certificate or Opinion
	  	 	31	  
	 Section 10.06 Rules by Trustee and Agents
	  	 	31	  
	 Section 10.07 Legal Holidays
	  	 	31	  
	 Section 10.08 No Recourse Against Others
	  	 	31	  
	 Section 10.09 Counterparts
	  	 	31	  
	 Section 10.10 Governing Laws
	  	 	31	  
	 Section 10.11 No Adverse Interpretation of Other Agreements
	  	 	32	  
	 Section 10.12 Successors
	  	 	32	  
	 Section 10.13 Severability
	  	 	32	  
	 Section 10.14 Table of Contents, Headings, Etc.
	  	 	32	  
	 Section 10.15 Securities in a Foreign Currency
	  	 	32	  
	 Section 10.16 U.S.A. Patriot Act
	  	 	32	  
	 Section 10.17 Waiver of Jury Trial
	  	 	32	  
		
	 ARTICLE XI SINKING FUNDS
	  	 	33	  
		
	 Section 11.01 Applicability of Article
	  	 	33	  
	 Section 11.02 Satisfaction of Sinking Fund Payments with Securities
	  	 	33	  
	 Section 11.03 Redemption of Securities for Sinking Fund
	  	 	33	  


  
 3 








 EMPIRE RESORTS, INC. 

Reconciliation and tie between Trust Indenture Act of 1939 and 

Indenture, dated as of
                    . 
  

					
	 Section 310 (a)(1)
	  	 	7.10	  
	 (a)(2)
	  	 	7.10	  
	 (a)(3)
	  	 	NOT APPLICABLE	  
	 (a)(4)
	  	 	NOT APPLICABLE	  
	 (a)(5)
	  	 	7.10	  
	 (b)
	  	 	7.10	  
	 Section 311 (a)
	  	 	7.11	  
	 (b)
	  	 	7.11	  
	 (c)
	  	 	NOT APPLICABLE	  
	 Section 312 (a)
	  	 	2.06	  
	 (b)
	  	 	10.03	  
	 (c)
	  	 	10.03	  
	 Section 313 (a)
	  	 	7.06	  
	 (b)(1)
	  	 	7.06	  
	 (b)(2)
	  	 	7.06	  
	 (c)(1)
	  	 	7.06	  
	 (d)
	  	 	7.06	  
	 Section 314 (a)
	  	 	4.02, 10.05	  
	 (b)
	  	 	NOT APPLICABLE	  
	 (c)(1)
	  	 	10.04	  
	 (c)(2)
	  	 	10.04	  
	 (c)(3)
	  	 	NOT APPLICABLE	  
	 (d)
	  	 	NOT APPLICABLE	  
	 (e)
	  	 	10.05	  
	 (f)
	  	 	NOT APPLICABLE	  
	 Section 315 (a)
	  	 	7.01	  
	 (b)
	  	 	7.05	  
	 (c)
	  	 	7.01	  
	 (d)
	  	 	7.01	  
	 (e)
	  	 	6.14	  
	 Section 316 (a)
	  	 	2.10	  
	 (a)(1)(a)
	  	 	6.12	  
	 (a)(1)(b)
	  	 	6.13	  
	 (b)
	  	 	6.08	  
	 Section 317 (a)(1)
	  	 	6.03	  
	 (a)(2)
	  	 	6.04	  
	 (b)
	  	 	2.05	  
	 Section 318 (a)
	  	 	10.01	  


  
 4 








 INDENTURE, dated as of
[            ], between Empire Resorts, Inc., a Delaware corporation (“Company”), and [            ], as trustee
(“Trustee”). 
 Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of
the Holders of the Securities issued under this Indenture. 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances specified
herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders, as calculated by the Company. 

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used
with respect to any person, shall mean 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 or by agreement or
otherwise. 
 “Agent” means any Registrar or Paying Agent. 

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest
therein, the rules and procedures of DTC or any successor Depositary, in each case to the extent applicable to such transaction and as in effect from time to time. 

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

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have
been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 

“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions are authorized or
required by law, regulation or executive order to close or be closed in the State of New York. 
 “Capital Interests” means
any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and 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, such partnership. 

“Company” means the party named as such above until a successor replaces it and thereafter means the successor. 

  
 1 








 “Company Order” means a written order signed in the name of the Company by two
Officers, one of whom must be the Company’s principal executive officer, principal financial and accounting officer. 

“Company Request” means a written request signed in the name of the Company by its Chief Executive Officer or Chief Financial
Officer and delivered to the Trustee. 
 “Corporate Trust Office” means the address of the Trustee specified in
Section 10.02, or such other address as to which the Trustee may give notice to the Holders and the Company. 

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 

“Depositary” means, with respect to the Securities of any Series issuable or issued in whole or part in the form of one
or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person,
“Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series. 

“Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02. 
 “Dollars” and
“$” means the currency of The United States of America. 
 “DTC” means the Depository Trust Company, a New
York corporation. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. 
 “Foreign Currency” means any currency or currency unit issued by a government other than the
government of The United States of America. 
 “Foreign Government Obligations” means, with respect to Securities of any
Series that are denominated in a Foreign Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations
of a person controlled or supervised by or acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof. 
 “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Standards Board or in such other statements by such other entity as have been approved by a significant segment of the
accounting profession. 
 “Global Security” or “Global Securities” means a Security or Securities, as the
case may be, in the form established pursuant to Section 2.02 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee. 

“Holder” means a person in whose name a Security is registered. 

  
 2 








 “Indenture” means this Indenture as amended or supplemented from time to time
and shall include the form and terms of particular Series of Securities established as contemplated hereunder. 

“interest” with respect to any Discount Security which by its terms bears interest only after Maturity means interest payable
after Maturity. 
 “Maturity,” when used with respect to any Security or installment of principal thereof, means the date
on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Officer” means the Chief Executive Officer, Chief Financial Officer or any Senior Vice-President of the Company. 

“Officers’ Certificate” means a certificate signed by two Officers, one of whom must be the Company’s principal
executive officer or principal financial and accounting officer. 
 “Opinion of Counsel” means a written opinion of legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. 

“person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “principal” of
a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security. 

“Responsible Officer” means any officer of the Trustee in its Corporate Trust Office with direct responsibility for the
administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject. 

“SEC” means the Securities and Exchange Commission. 

“Securities” means the debentures, notes or other debt instruments of the Company of any Series authenticated and
delivered under this Indenture. 
 “Series” or “Series of Securities” means each series of
debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01 and 2.02 hereof. 
 “Stated
Maturity” means when used with respect to any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable. 
 “Subsidiary” means, with respect to any person, any corporation, association
or other business entity of which more than 50% of the total voting power of shares of Capital Interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or, in the
case of a partnership, more than 50% of the partners’ Capital Interests (considering all partners’ Capital Interests as a single class), is at the time owned or controlled, directly or indirectly, by such person or one or more of the other
Subsidiaries of such person or combination thereof. 

  
 3 








 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture and the rules and regulations promulgated thereunder; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to
the extent required by any such amendment, the Trust Indenture Act as so amended. 
 “Trustee” means the person named as
the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each person who is then a
Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series. 

“U.S. Government Obligations” means securities which are (i) direct obligations of The United States of America for the
payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of The United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by The United States of America, and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository receipt. 

Section 1.02 Other Definitions. 
  

					
	 Term
	  	Defined in Section	 
	 Bankruptcy Law
	  	 	6.01	  
	 Custodian
	  	 	6.01	  
	 Event of Default
	  	 	6.01	  
	 Legal Holiday
	  	 	10.07	  
	 mandatory sinking fund payment
	  	 	11.01	  
	 Market Exchange Rate
	  	 	10.15	  
	 optional sinking fund payment
	  	 	11.01	  
	 Paying Agent
	  	 	2.04	  
	 Registrar
	  	 	2.04	  
	 Successor Person
	  	 	5.01	  

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings: 
 “Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Holder. 

“indenture to be qualified” means this Indenture. 

  
 4 








 “indenture trustee” or “institutional trustee” means the
Trustee. 
 “obligor” on the indenture securities means the Company and any successor obligor upon the Securities. 

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 and not otherwise defined herein are used herein as so defined. 
 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 generally accepted accounting principles; 

(c) references to “generally accepted accounting principles” and “GAAP” shall mean generally accepted accounting
principles in effect as of the time when and for the period as to which such accounting principles are to be applied; 
 (d) “or”
is not exclusive; 
 (e) words in the singular include the plural, and in the plural include the singular; and 

(f) provisions apply to successive events and transactions. 

ARTICLE II 
 THE
SECURITIES 
 Section 2.01 Issuable in Series. The aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, supplemental indenture
or Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’
Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date
from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 

Section 2.02 Establishment of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of Subsection 2.02(a) and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.02(b) through 2.02(s)) by or
pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’ Certificate: 

(a) the form and title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any
other Series); 

  
 5 








 (b) the price or prices (expressed as a percentage of the principal amount thereof) at which the
Securities of the Series will be issued; 
 (c) any limit upon the aggregate principal amount of the Securities of the
Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to
Sections 2.07, 2.08, 2.11, 3.06 or 9.06); 
 (d) the date or dates on which the principal of the Securities of the Series is
payable; 
 (e) the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or
rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue,
the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date; 

(f) the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the
Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served, and the method of such
payment, if by wire transfer, mail or other means; 
 (g) if applicable, the period or periods within which, the price or prices at which
and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 

(h) the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation; 
 (i) the dates, if any, on which and the price or prices at which the Securities of the Series will be
repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 

(j) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable; 
 (k) if other than the principal amount thereof, the portion of the principal amount of the Securities of
the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02; 
 (l) the
currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and the agency or organization, if any, responsible for overseeing such composite currency; 

(m) the provisions, if any, relating to any security provided for the Securities of the Series; 

  
 6 








 (n) any addition to or change in the Events of Default which applies to any Securities of the
Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02; 

(o) any addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series; 

(p) the provisions, if any, relating to conversion of any Securities of such Series, including, if applicable, the securities into which the
Securities are convertible, the conversion price, the conversion period, provisions as to whether conversion will be mandatory, at the option of the Holders or at the option of the Company, the events requiring an adjustment of the conversion price
and provisions affecting conversion if such Series of Securities are redeemed; 
 (q) whether the Securities of such Series will
be senior debt securities or subordinated debt securities and, if applicable, a description of the subordination terms thereof; 
 (r) any
depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein; and 

(s) any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to
such Series). 
 All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent
with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and, unless otherwise provided in such Board Resolution, a Series may be
reopened, without the consent of the Holders, for increases in the aggregate principal amount of such Series and issuances of additional Securities of such Series. 

Section 2.03 Execution and Authentication. At least one Officer shall sign the Securities for the Company by manual or facsimile signature.
If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee
or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal
amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to electronic instructions in
PDF from the Company or its duly authorized agent or agents. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. The aggregate
principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate
delivered pursuant to Section 2.02, except as provided in Section 2.02 or 2.08. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on:
(a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of
Securities within that Series, (b) an Officers’ Certificate complying with Section 10.04 and (c)(1) an Opinion of Counsel complying with Section 10.04 or (2) an Opinion of Counsel (or reliance letter with respect to an
Opinion of Counsel) that the Securities have been duly authorized, executed and delivered by the Company and such Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.
The Trustee may appoint an authenticating agent acceptable to the 

  
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Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. 

Section 2.04 Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places
specified with respect to such Series pursuant to Section 2.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), and where Securities of such
Series may be surrendered for registration of transfer or exchange (“Registrar”). The Registrar shall keep a register with respect to each Series of Securities and of their transfer and exchange. The Company hereby
appoints the Trustee as Paying Agent and Registrar. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar or Paying Agent. The Company may also from time to time
designate one or more co-registrars or additional paying agents 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 obligations to maintain a
Registrar and a Paying Agent in each place so specified pursuant to Section 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any
change in the name or address of any such co-registrar or additional paying agent. The term “Registrar” includes any co-registrar; and the term “Paying Agent” includes any additional paying agent. The Company hereby appoints the
Trustee as the initial Registrar and Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 

Section 2.05 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 of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, 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 of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all money held by it as Paying Agent. Upon an Event of Default under Section 6.01(d) or (e), the Trustee shall be the
Paying Agent. 
 Section 2.06 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 Holders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten
(10) 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 Holders of each
Series of Securities. 
 Section 2.07 Transfer and Exchange. Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted
herein), 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 tax or similar governmental charge payable upon exchanges
pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor the Registrar shall be 

  
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required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the delivery
of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such delivery, or (b) to register the transfer of or exchange Securities of any Series selected, called
or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. 

Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities. 

(a) If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and make available
for delivery in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security. 
 (b) Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any
Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly issued hereunder. The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

Section 2.09 Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. If a
Security is replaced pursuant to Section 2.08, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser. If the Paying Agent (other than the Company, a
Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be
outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. In determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. 

  
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 Section 2.10 Treasury Securities. In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that a Responsible Officer of the Trustee knows are so owned shall be so
disregarded. 
 Section 2.11 Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall
have the same rights under this Indenture as the definitive Securities. 
 Section 2.12 Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. 

Section 2.13 Defaulted Interest. If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted
interest at the rate established for the particular Series, if any, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders of the Series on a subsequent special record date. The
Company shall fix the special record date and payment date; provided that if no rate for defaulted interest is specified for any Series of Securities, then the defaulted interest rate shall be the interest rate specified for such Series of
Securities. At least ten (10) days before the special record date, the Company shall deliver to the Trustee and to each Holder of the Series a notice that states the record date, the related payment date and the amount of interest to be
paid. The Company may also pay defaulted interest in any other lawful manner. 
 Section 2.14 Global Securities 

(a) Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the
Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities. 

(b) Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a
successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so
exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 

  
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 (c) Except as provided in this Section 2.14(c), a Global Security may not be transferred
except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such a successor Depositary. 
 (d) Legend. Any Global Security issued hereunder shall bear a legend in
substantially the following form: 
 “This Security is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in
the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such a successor Depositary.” 
 (e) Acts of Holders. The Depositary, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 

(f) Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment
of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. 
 (g) Consents, Declaration and
Directions. Except as provided in Section 2.14(h), the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be
specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 

(h) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes
under the Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee and such owners of beneficial interests in a Global Security will not be considered the owners or holders thereof.
Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Global Security provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a Global Security (whether by mail
or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with applicable Depositary
procedures. 
 Section 2.15 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption 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 Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company shall promptly notify the Trustee of any change in “CUSIP” numbers of which the Company becomes aware. 

  
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 ARTICLE III 

REDEMPTION 
 Section 3.01 Notice to
Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the
Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the
Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and the principal amount of the Series of Securities to be redeemed. 

Section 3.02 Selection of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and
appropriate. The Trustee shall make the selection from Securities of the Series outstanding not previously called for redemption. Securities of a Series and portions selected for redemption shall be in amounts of $1,000 or whole multiples
of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.02(j), the minimum principal denomination for each Series and integral multiples thereof. Provisions of this Indenture that
apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. The Trustee shall not be liable for the selection made in accordance with this Section 3.02. 

Section 3.03 Notice of Redemption. 

(a) Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate,
at least 30 days but not more than 60 days before a redemption date, the Company shall deliver notice of redemption to each Holder whose Securities are to be redeemed. The notice shall identify the Securities of the Series to be redeemed and
shall state: 
 (i) the redemption date; 

(ii) the redemption price or the manner of the calculation of the redemption price; 

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

(iv) that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(v) that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date; 

(vi) the CUSIP number, if any; and 

(vii) any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.

 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided
that the Company shall have delivered to the Trustee, at least five Business Days (or such shorter period as the Trustee may consent to in writing) before notice of redemption is required to be delivered or caused to be delivered to Holders pursuant
to this Section 3.03, an Officers’ Certificate of the Company requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

  
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 Section 3.04 Effect of Notice of Redemption. Once notice of redemption is delivered as provided
in Section 3.03, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities
shall be paid at the redemption price plus accrued interest to the redemption date; provided that installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Securities (or one or more
predecessor Securities) registered at the close of business on the relevant record date therefor according to their terms and the terms of this Indenture. 

Section 3.05 Deposit of Redemption Price. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental
indenture or an Officers’ Certificate, on or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all
Securities to be redeemed on that date. 
 Section 3.06 Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part,
the Company shall issue and the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered. 

ARTICLE IV 

COVENANTS 
 Section 4.01 Payment of
Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in
accordance with the terms of such Securities and this Indenture. 
 Section 4.02 SEC Reports. Any information, documents or other reports
that the Company shall file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission; provided that any such information, documents or
reports filed or furnished with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system shall be deemed filed with the Trustee as of the time such information, documents or reports are filed or furnished
via EDGAR. 
 Section 4.03 Compliance Certificate. The Company shall, so long as any of the Securities are outstanding, deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms,
provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder), and if a Default or Event of Default shall have occurred, specifying all such Defaults or Events of Default and the nature and
status thereof of which they may have knowledge. 
 Section 4.04 Stay, Extension and Usury Laws. The Company covenants (to the extent that
it may lawfully do so) that it will 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, which may affect
the covenants or the performance of this Indenture or the Securities or any other law that would prohibit or forgive the Company from paying all or any portion of the principal of, or interest on, the Securities as contemplated in the Indenture, any
indenture supplemental thereto relating to the Securities or the Securities and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such
law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 

  
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 ARTICLE V 

SUCCESSORS 
 Section 5.01 When
Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, another person (a “Successor Person”) unless: 

(a) the Company is the surviving corporation or the Successor Person (if other than the Company) is organized and validly existing under the
laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture; and 

(b) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing. 

The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing
effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture. 
 Section 5.02
Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01, the successor
corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such Successor Person has been named as the Company herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be
released from all obligations and covenants under this Indenture and the Securities. 
 ARTICLE VI 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 

“Event of Default,” wherever used herein with respect to Securities of any Series, means any one of the following events,
unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event of Default or the terms of such Event of Default have been modified or
superceded as set forth in the Board Resolution, supplemental indenture or Officers’ Certificate for such Securities of any Series: 

(a) default in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or 

(b) default in the payment of principal of any Security of that Series at its Maturity; or 

(c) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty for
which the consequences of nonperformance or breach are addressed elsewhere in this Section 6.01 and other than a covenant or warranty that has been included 

  
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in this Indenture solely for the benefit of a Series of Securities other than that Series), which default continues uncured for a period of 60 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 (d) the Company pursuant to
or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case or proceeding; 

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

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, 

(iv) makes a general assignment for the benefit of its creditors, or 

(v) makes an admission in writing that it is generally unable to pay its debts as the same become due; or 

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

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

(ii) appoints a Custodian of the Company or for all or substantially all of its property, or 

(iii) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days; or 

(f) any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate, in accordance with Section 2.02(n). 
 The term “Bankruptcy Law”
means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

Section 6.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.01(d) or (e)), then in every such case the Trustee or the Holders of not less than a majority in principal amount of the outstanding Securities
of that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if
any, on all of the Securities of that Series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and
accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.01(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any,
on all outstanding Securities shall be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after such a declaration of acceleration with respect to any Series has been made and
before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article; provided that the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its 

  
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consequences if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have
become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent Default or impair any right consequent thereon. 

Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if: 

(a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a
period of 30 days, or 
 (b) default is made in the payment of principal of any Security at the Maturity thereof, then the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities and, in addition thereto, 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. 
 If the Company fails
to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such
Securities, wherever situated. 
 If an Event of Default with respect to any Securities of any Series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

Section 6.04 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such 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 of the Holders allowed in
such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other 

  
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amounts due the Trustee under Section 7.07. 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 Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.05 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered. 
 Section 6.06 Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

First: To the payment of all amounts due the Trustee under Section 7.07; and 

Second: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and 

Third: To the Company. 
 Section 6.07
Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless: 
 (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that Series; 
 (b) the Holders of at least a majority in principal amount of the outstanding Securities of
that Series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(c) such Holder or Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request; 
 (d) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and 
 (e) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities of that Series; it being understood and intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce
any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 

  
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 Section 6.08 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Security on the Stated Maturity or Stated Maturities
expressed in such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

Section 6.09 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

Section 6.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent
permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 6.11 Delay or Omission Not
Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 6.12 Control by Holders. Subject to Section 7.02(f), the Holders of a majority in principal amount of the outstanding Securities
of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such
Series, provided that: 
 (a) such direction shall not be in conflict with any rule of law or with this Indenture, 

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 

(c) subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. 

Section 6.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any
Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default (i) in the payment of the principal of or interest on
any Security of such Series (provided, 

  
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however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration) or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each outstanding Security of such Series affected. 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 6.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 

ARTICLE VII 

TRUSTEE 
 Section 7.01 Duties of
Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

(i) The Trustee need perform only those duties that are specifically set forth in this Indenture and no others and no implied covenants or
obligations shall be read into this Indenture against the Trustee. 
 (ii) In the absence of bad faith on its part, the Trustee may
conclusively rely and is fully protected, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of
this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates
and Opinions of Counsel 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 liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that: 
 (i) This paragraph does not limit the effect of paragraph (b) of this Section. 

  
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 (ii) The Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (iii) The Trustee shall not
be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding
Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such Series. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a),
(b) and (c) of this Section. 
 (e) The Trustee may refuse to perform any duty or exercise any right or power at the request or
direction of any Holder unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. 
 (f) The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

(g) No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. 

(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including the right to be indemnified, are extended to,
and shall be enforceable by the Trustee in each of its capacities hereunder and to its agents. The provisions set forth in paragraphs (a), (b) and (c) of this Section shall apply to the Trustee in each of its capacities hereunder and
its agents. 
 Section 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be
genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 

(b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officers’ Certificate. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. 
 (c) The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or
omission by any Depositary. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute negligence or willful misconduct. 

  
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 (e) The Trustee may consult with counsel, and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without negligence and in good faith and in reliance thereon. 

(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 of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction. 
 (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by the Trustee to be genuine and to have been signed or delivered by the
proper person. 
 (h) The Trustee shall not be deemed to have notice of any Default or Event of Default, other than a failure by the Company
to make any payment hereunder when due if the Trustee is the Paying Agent, unless a Responsible Officer of the Trustee has actual knowledge thereof or unless 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 Securities generally or the Securities of a particular Series and this Indenture and states that it is a “notice of default.” 

(i) The permissive rights of the Trustee enumerated herein shall not be construed as duties. 

(j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive, incidental or consequential loss or damage of
any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(k) Neither the Trustee nor any Agent shall be responsible or liable for any failure or delay in the performance of its obligation under this
Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage;
epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that each of
the Trustee and Agents shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. 

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

Section 7.03 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or an 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. The Trustee is also subject to Sections 7.10 and 7.11. 

Section 7.04 Trustee’s Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 

  
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 Section 7.05 Notice of Defaults. If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall deliver to each Holder of the Securities of that Series notice of a Default or Event of Default within 90 days after it
occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, 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 Holders of that Series. 

Section 7.06 Reports by Trustee to Holders. Within 60 days after March 15 in each year, the Trustee shall transmit by deliver to all
Holders, as their names and addresses appear on the register kept by the Registrar a brief report dated as of such March 15, in accordance with, and to the extent required under, TIA Section 313. A copy of each report at the time of its
delivery to Holders of any Series shall be filed with the SEC and each stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any
stock exchange. 
 Section 7.07 Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation for its
services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. The Company shall indemnify each of the Trustee and any predecessor
Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in this
Section 7.07 in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure or delay by the Trustee to so notify the Company of any
claim for which it may seek indemnity shall not relieve the Company of its obligations hereunder except to the extent such failure or delay shall have materially prejudiced the Company. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have one 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. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by
any officer, director, employee, shareholder or agent of the Trustee through the gross negligence or willful misconduct of any such persons as determined by a final order of a court of competent jurisdiction. When the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.01(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any insolvency, bankruptcy or similar
law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination or discharge of this Indenture. 

Section 7.08 Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee’s acceptance of appointment as provided in this Section. The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of the
proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with
respect to Securities of one or more Series if: 
 (a) the Trustee fails to comply with Section 7.10; 

(b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any insolvency,
bankruptcy or similar law; 

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

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. 
 If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60
days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for
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. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.07, 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 with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall deliver a
notice of its succession to each Holder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring
Trustee with respect to expenses and liabilities incurred by it prior to the date of such replacement. 
 Section 7.09 Successor Trustee by Merger,
etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business (including administration of this Indenture) to, another corporation, the successor corporation without
any further act shall be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee
who satisfies the requirements of TIA Section 310(a)(1), (2) and (5) and has a combined capital and surplus of at least $50,000,000. The Trustee shall comply with TIA Section 310(b). 

Section 7.11 Preferential Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. 

ARTICLE VIII 

SATISFACTION AND DISCHARGE; DEFEASANCE 

Section 8.01 Satisfaction and Discharge of Indenture. 

This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided in this Section 8.01), and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(a) any of the following shall have occurred: 

(i) no Securities have been issued hereunder; 

(ii) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been
replaced or paid) have been delivered to the Trustee for cancellation; or 

  
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 (iii) all such Securities not theretofore delivered to the Trustee for cancellation (1) have
become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company; and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging
the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable on or prior to the date of such
deposit) or to the Stated Maturity or redemption date, as the case may be; 
 (b) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and 
 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall
have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.01, 8.02 and 8.05 shall survive. 

Section 8.02 Application of Trust Funds; Indemnification. 

(a) Subject to the provisions of Section 8.05, all money deposited with the Trustee pursuant to Section 8.01, all money and U.S.
Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited
with the Trustee pursuant to Section 8.03 or 8.04, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the
Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or analogous payments as
contemplated by Sections 8.03 or 8.04. 
 (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and principal received in respect of such obligations other than any payable by or
on behalf of Holders. 
 (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government
Obligations or Foreign Government Obligations or money held by it as provided in Sections 8.03 or 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture. 

Section 8.03 Legal Defeasance of Securities of any Series. Unless this Section 8.03 is otherwise specified, pursuant to
Section 2.02(s), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit
referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at Company Request,
execute such instruments reasonably requested by the Company acknowledging the same), except as to: 
 (a) the rights of Holders of
Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on
the Stated Maturity of such principal or installment of principal or interest, and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in
accordance with the terms of this Indenture and the Securities of such Series; and 

  
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 (b) the provisions of Sections 2.04, 2.05, 2.07, 2.08, 8.02, 8.03 and 8.05; and 

(c) the rights, powers, trust and immunities of the Trustee hereunder; provided that, the following conditions shall have been satisfied: 

(d) with reference to this Section 8.03, the Company shall have deposited or caused to be irrevocably deposited (except as provided in
Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of
Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or
Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later
than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking fund
payments are due; 
 (e) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is bound; 
 (f) no Default or Event of Default with respect to
the Securities of such Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; 

(g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (i) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; 

(h) 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 the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; 

  
 25 








 (i) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and 

(j) such defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder. 

Section 8.04 Covenant Defeasance. Unless this Section 8.04 is otherwise specified, pursuant to Section 2.02(s), to be inapplicable
to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition
set forth under Sections 4.02, 4.03, and 5.01 as well as any additional covenants specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to
Section 2.02 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.01) and the occurrence of any event specified in a supplemental indenture
for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.02 and designated as an Event of Default shall not constitute a Default or Event of Default hereunder, with respect to the
Securities of such Series, provided that the following conditions shall have been satisfied: 
 (a) with reference to this
Section 8.04, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.02(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of
Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms,
will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm
of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of
the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are due; 
 (b)
such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 

(c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of
such deposit or during the period ending on the 91st day after such date; 
 (d) the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; 

(e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with; and 

  
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 (f) Such defeasance shall not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration thereunder. 

Section 8.05 Repayment to Company. The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for
the payment of principal and interest that remains unclaimed for two years, and after such time, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another
person. 
 Section 8.06 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities
of any series in accordance with Section 8.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of
the Company under this Indenture with respect to the Securities of such series and under the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
the Paying Agent is permitted to apply all such money in accordance with Section 8.01; provided, however, that if the Company has made any payment of principal of, premium (if any) or interest on any Additional Amounts with respect to any
Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying Agent. 

ARTICLE IX 

AMENDMENTS AND WAIVERS 

Section 9.01 Without Consent of Holders. Unless otherwise specified for a particular Series by a Board Resolution, a supplemental indenture
or an Officers’ Certificate, the Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the consent of any Holder: 

(a) to evidence the succession of another person to the Company under this Indenture and the Securities and the assumption by any such
Successor Person of the obligations of the Company hereunder and under the Securities; 
 (b) to add covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included for the benefit of such series) or to
surrender any right or power herein conferred upon the Company provided such action does not adversely affect the interests of the Holders; 

(c) to add any additional Events of Default; 

(d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; 

(e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of
the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; 

  
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 (f) to establish the forms or terms of the Securities of any series issued pursuant to the terms
hereof; 
 (g) to cure any ambiguity or correct any inconsistency in this Indenture; 

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

(i) to qualify this Indenture under the Trust Indenture Act; 

(ii) 
 (j) to provide for
uncertificated securities in addition to certificated securities; 
 (k) to supplement any provisions of this Indenture necessary to permit
or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or any other series; 

(l) to conform the Indenture to any Description of Securities for a particular Series of Securities; and 

(m) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may be
listed or traded. 
 Section 9.02 With Consent of Holders. The Company and the Trustee may enter into a supplemental indenture with the
written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for
the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of
each such Series. Except as provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. It shall not be necessary for the consent of the Holders of Securities
under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section
becomes effective, the Company shall deliver to the Holders of Securities affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to deliver such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture or waiver. 
 Section 9.03 Limitations. Unless
otherwise specified for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, without the consent of each Holder affected, an amendment or waiver may not: 

(a) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver; 

(b) reduce the rate of or extend the time for payment of interest (including default interest) on any Security; 

  
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 (c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of,
or postpone the date fixed for, the payment of any sinking fund or analogous obligation; 
 (d) reduce the principal amount of Discount
Securities payable upon acceleration of the maturity thereof; 
 (e) waive a Default or Event of Default in the payment of the principal of
or interest, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment
default that resulted from such acceleration); 
 (f) make the principal of or interest, if any, on any Security payable in any currency
other than that stated in the Security; 
 (g) make any change in Sections 6.08, 6.13, or 9.03; or 

(h) waive a redemption payment with respect to any Security. 

Section 9.04 Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set
forth in a supplemental indenture hereto that complies with the TIA as then in effect. 
 Section 9.05 Revocation and Effect of
Consents. Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a
Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected by such
amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.03. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 
 Section 9.06 Notation on or
Exchange of Securities. The Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the
Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. 
 Section 9.07 Trustee
Protected. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, in addition to the
documents required by Section 10.04, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that all conditions precedent in this Indenture to the execution of such supplemental indenture, if
any, have been complied with, such supplemental indenture is authorized hereunder, and, that such supplemental indenture is the valid and legally binding obligation of the Company. The Trustee shall sign all supplemental indentures, except that the
Trustee need not sign any supplemental indenture that adversely affects its rights. 

  
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 ARTICLE X 

MISCELLANEOUS 
 Section 10.01 Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control. 

Section 10.02 Notices. 
 (a) Any
notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if in writing and delivered in person or mailed by first-class mail or sent by telecopier transmission or electronic
transmission in PDF addressed as follows: 
 if to the Company: 

Empire Resorts, Inc. 
 c/o
Monticello Casino and Raceway 
 204 State Route 17B, P.O. Box 5013 

Monticello, New York 12701 

Attention: Joseph A. D’Amato, Chief Executive Officer 

Telephone: (845) 701-0001 

if to the Trustee: 

[                    ] 

(b) The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or
communications. Any notice or communication to a Holder shall be delivered to his address shown on the register kept by the Registrar. Failure to deliver a notice or communication to a Holder of any Series or any defect in it shall not affect
its sufficiency with respect to other Holders of that or any other Series. If a notice or communication is delivered in the manner provided above, within the time prescribed, it is duly given, whether or not the Holder receives it. If the Company
delivers a notice or communication to Holders, it shall deliver a copy to the Trustee and each Agent at the same time. 
 (c) Any notice or
demand that by any provision of this Indenture is required or permitted to be given or served by the Company may, at the Company’s written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period
of time as may be acceptable to the Trustee) to the date on which such notice must be given or served, be given or served by the Trustee in the name of and at the expense of the Company. 

Section 10.03 Communication by Holders with Other Holders. Holders of any Series may communicate pursuant to TIA Section 312(b)
with other Holders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c). 

  
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 Section 10.04 Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an
Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 

Section 10.05 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 Section 314(a)(4)) shall comply with the provisions of TIA Section 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 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 complied with; and 
 (d)
a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 
 Section 10.06 Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Holders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions. 

Section 10.07 Legal Holidays. Unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture hereto for
a particular Series, a “Legal Holiday” is any day that is not a Business Day. 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 for the intervening period. 
 Section 10.08 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 

Section 10.09 Counterparts. This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and 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 10.10 Governing Laws. This Indenture and the Securities will be governed by, and construed
in accordance with, the internal laws of the State of New York. 

  
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 Section 10.11 No Adverse Interpretation of Other Agreements. This Indenture may not be used to
interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

Section 10.12 Successors. All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor. 
 Section 10.13 Severability. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 10.14 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 hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 10.15 Securities in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate delivered pursuant to Section 2.02 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency
other than Dollars, then the principal amount of Securities of such Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market
Exchange Rate at such time. For purposes of this Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New
York. If such Market Exchange Rate is not available for any reason with respect to such currency, the Company shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in The City of New York or in the country of issue of the currency in question or such other quotations as the Company, shall deem appropriate. The provisions of this paragraph shall
apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. All
decisions and determinations of the Company regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, to the extent
permitted by law, be conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders. The Trustee shall have no duty to calculate or verify the calculations made pursuant to this Section 10.15. 

Section 10.16 U.S.A. Patriot Act. The Company acknowledges that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions, and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an
account with the Trustee. The Company agrees that it will provide the Trustee with such information as it may reasonably request as required in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 

Section 10.17 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES. 

  
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 ARTICLE XI 

SINKING FUNDS 
 Section 11.01
Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued
pursuant to this Indenture. The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any other amount provided for
by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 11.02. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series. 

Section 11.02 Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such
Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the
election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the
terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the
date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.02, the principal amount of Securities of such Series to be redeemed in
order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held
by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to
the Company. 
 Section 11.03 Redemption of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.02, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the
Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate or supplemental indenture in respect of a


  
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particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.03. Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 3.04, 3.05 and 3.06. 
 [Remainder of page intentionally left blank]


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

			
	EMPIRE RESORTS, INC.
		
	By:	 	 
	Name:	 	Joseph A. D’Amato
	 Title:
	 	Chief Executive Officer
	
	 [                    ].

as Trustee

		
	By:	 	 
	Name:	 	
	Title:	 	


 [Signature Page to Indenture] 

  
 35