Exhibit 4.9


 


BALLY’S CORPORATION


 


and


 


U.S. BANK NATIONAL ASSOCIATION, Trustee


 





 



 




FORM OF INDENTURE


 


Dated as of [              ]




 





 



 














    


    


    

 


CROSS-REFERENCE TABLE*


 


	Trust Indenture
 Act Section	 	Indenture
 Section
	310(a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	(a)(5)	 	7.10
	(b)	 	7.10
	(c)	 	N.A.
	311(a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	312(a)	 	2.06
	(b)	 	11.03
	(c)	 	11.03
	313(a)	 	7.06
	(b)(2)	 	7.06;7.07
	(c)	 	7.06;11.02
	(d)	 	7.06
	314(a)	 	4.03;4.04;11.02
	(b)	 	N.A.
	(c)(l)	 	11.04
	(c)(2)	 	11.04
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	11.05
	(f)	 	N.A.
	315(a)	 	7.01
	(b)	 	7.05;11.02
	(c)	 	7.01
	(d)	 	7.01
	(e)	 	6.11
	316(a) (last sentence)	 	2.10
	(a)(l)(A)	 	6.05
	(a)(l)(B)	 	6.04
	(a)(2)	 	N.A.
	(b)	 	6.07
	(c)	 	2.14
	317(a)(l)	 	6.08
	(a)(2)	 	6.09
	(b)	 	2.05
	318(a)	 	11.01
	(b)	 	N.A.
	(c)	 	11.01



 





 



N.A. means not applicable.


 


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


 






    2


    


    

 


Table
of Contents


 


	 	 	 	Page
	ARTICLE 1	DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	5
	Section 1.03	Incorporation by Reference of Trust Indenture Act	5
	Section 1.04	Rules of Construction	6
	 	 	 	 
	ARTICLE 2	THE NOTES	6
	 	 	 	 
	Section 2.01	Issuable in Series	6
	Section 2.02	Establishment of Terms of Series of Notes	6
	Section 2.03	Execution and Authentication	8
	Section 2.04	Registrar and Paying Agent	9
	Section 2.05	Paying Agent to Hold Money in Trust	9
	Section 2.06	Holder Lists	9
	Section 2.07	Transfer and Exchange	10
	Section 2.08	Replacement Notes	10
	Section 2.09	Outstanding Notes	10
	Section 2.10	Treasury Notes	11
	Section 2.11	Temporary Notes	11
	Section 2.12	Cancellation	11
	Section 2.13	Defaulted Interest	11
	Section 2.14	Global Notes	12
	Section 2.15	CUSIP Number	13
	 	 	 	 
	ARTICLE 3	REDEMPTION AND PREPAYMENT	13
	 	 	 	 
	Section 3.01	Notice to Trustee	13
	Section 3.02	Selection of Notes to Be Redeemed	14
	Section 3.03	Notice of Redemption	14
	Section 3.04	Effect of Notice of Redemption	15
	Section 3.05	Deposit of Redemption Price	15
	Section 3.06	Notes Redeemed in Part	15
	 	 	 	 
	ARTICLE 4	COVENANTS	15
	 	 	 	 
	Section 4.01	Payment of Principal and Interest	15
	Section 4.02	Maintenance of Office or Agency	16
	Section 4.03	Reports	16
	Section 4.04	Compliance Certificate	16
	Section 4.05	Taxes	16
	Section 4.06	Stay, Extension and Usury Laws	17
	Section 4.07	Corporate Existence	17
	 	 	 	 
	ARTICLE 5	SUCCESSORS	17
	 	 	 	 
	Section 5.01	Merger, Consolidation, or Sale of Assets	17
	Section 5.02	Successor Corporation Substituted	18
	 	 	 	 
	ARTICLE 6	DEFAULTS AND REMEDIES	18
	 	 	 	 
	Section 6.01	Events of Default	18
	Section 6.02	Acceleration	19
	Section 6.03	Other Remedies	19
	Section 6.04	Waiver of Past Defaults	19
	Section 6.05	Control by Majority	20



 






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Table
of Contents


(continued)


 


	 	 	 	Page
	Section 6.06	Limitation on Suits	20
	Section 6.07	Rights of Holders of Notes to Receive Payment	20
	Section 6.08	Collection Suit by Trustee	20
	Section 6.09	Trustee May File Proofs of Claim	21
	Section 6.10	Priorities	21
	Section 6.11	Undertaking for Costs	21
	Section 6.12	Restoration of Rights and Remedies	22
	Section 6.13	Waiver of Stay, Extension or Usury Laws	22
	 	 	 	 
	ARTICLE 7	TRUSTEE	22
	 	 	 	 
	Section 7.01	Duties of Trustee	22
	Section 7.02	Rights of Trustee	23
	Section 7.03	Individual Rights of Trustee	25
	Section 7.04	Trustee’s Disclaimer	25
	Section 7.05	Notice of Defaults	25
	Section 7.06	Reports by Trustee to Holders of the Notes	25
	Section 7.07	Compensation and Indemnity	25
	Section 7.08	Replacement of Trustee	26
	Section 7.09	Successor Trustee by Merger, etc.	27
	Section 7.10	Eligibility; Disqualification	27
	Section 7.11	Preferential Collection of Claims Against Company	27
	 	 	 	 
	ARTICLE 8	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	27
	 	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	27
	Section 8.02	Legal Defeasance and Discharge	28
	Section 8.03	Covenant Defeasance	28
	Section 8.04	Conditions to Legal or Covenant Defeasance	28
	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	29
	Section 8.06	Repayment to Company	30
	Section 8.07	Reinstatement	30
	 	 	 	 
	ARTICLE 9	AMENDMENT, SUPPLEMENT AND WAIVER	30
	 	 	 	 
	Section 9.01	Without Consent of Holders of Notes	30
	Section 9.02	With Consent of Holders of Notes	31
	Section 9.03	Compliance with Trust Indenture Act	32
	Section 9.04	Revocation and Effect of Consents	32
	Section 9.05	Notation on or Exchange of Notes	32
	Section 9.06	Trustee to Sign Amendments, etc.	32
	 	 	 	 
	ARTICLE 10	SATISFACTION AND DISCHARGE	33
	 	 	 	 
	Section 10.01	Satisfaction and Discharge	33
	Section 10.02	Application of Trust Money	34
	 	 	 	 
	ARTICLE 11	MISCELLANEOUS	34
	 	 	 	 
	Section 11.01	Trust Indenture Act Controls	34
	Section 11.02	Notices	34
	Section 11.03	Communication by Holders of Notes with Other Holders of Notes	36
	Section 11.04	Certificate and Opinion as to Conditions Precedent	36
	Section 11.05	Statements Required in Certificate or Opinion	36




 






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Table
of Contents


(continued)


 


	 	 	Page
	Section 11.06	Rules by Trustee and Agents	36
	Section 11.07	Calculation of Foreign Currency Amounts	37
	Section 11.08	No Personal Liability of Directors, Officers, Employees and Shareholders	37
	Section 11.09	Governing Law; Submission to Jurisdiction	37
	Section 11.10	No Adverse Interpretation of Other Agreements	37
	Section 11.11	Successors	37
	Section 11.12	Severability	37
	Section 11.13	Counterpart Originals	37
	Section 11.14	Table of Contents, Headings, etc.	38
	Section 11.15	Waiver of Jury Trial	38
	Section 11.16	Patriot Act Compliance	38



 






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INDENTURE, dated as of [ ], by and between
Bally’s Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, a national
association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).


 


The Company and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes issued under this Indenture.


 


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section
1.01          Definitions.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through
the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,”
 “controlled by” and “under common control with” have correlative meanings.


 


“Agent” means any Registrar,
co-registrar, Custodian, Paying Agent or additional paying agent.


 


“Applicable Procedures”
means, with respect to any payment, tender, redemption, transfer, exchange, or conversion of or for beneficial interests in any
Global Note, the rules and procedures of the Depositary that apply to such payment, tender, redemption, transfer, exchange,
or conversion.


 


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


 


“Board of Directors”
means:


 


(1)            with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of
such board;


 


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


 


(3)            with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof;
and


 


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


 


“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 Legal Holiday. If a payment date falls on a day that is not a Business Day, the related payment shall be made
on the next succeeding Business Day as if made on the date the payment is due, and no interest shall accrue on such payment for
the intervening period.


 


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


 






     


     


    

 





“Capital Stock” means:








 


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


 


(2)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)            in
the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and


 


(4)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Company” means Bally’s
Corporation, and, subject to Article 5, any and all successors thereto.


 


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


 


“Corporate Trust Office of the
Trustee” means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which office as of the date of this instrument is located at CityPlace I, 185 Asylum Street, 27th Floor,
Hartford, CT 06103, Attention: Global Corporate Trust Services – Bally’s Corporation except that with respect to presentation
of Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which
at any particular time its corporate agency business shall be conducted, which office at the date of this instrument is located
at 111 Fillmore Avenue, St. Paul, MN 55107Attention: Global Corporate Trust Services – Bally’s Corporation, or, in
the case of any of such offices or agency, such other address as the Trustee may designate from time to time by notice to the Company.


 


“Custodian” means the
Trustee, as custodian for the Depositary with respect to any Global Notes, or any successor entity thereto.


 


“Default” means any event
that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Depositary” means, with
respect to the Notes of any Series issuable or issued in whole or in part in the form of one or more Global Notes, 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 Notes
of any Series shall mean the Depositary with respect to the Notes of such Series.


 


“Discount Note” means
any Note 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.


 


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


 


“Foreign Currency” means
any currency or currency unit issued by a government other than the government of The United States of America.


 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in
effect as of the date of this Indenture.


 






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“Global Note” or “Global
Notes” means a Note or Notes, as the case may be, in the form established pursuant to Section 2.02 evidencing all
or part of a Series of Notes, issued to the Depositary for such Series or its nominee, and registered in the name of
such Depositary or nominee.








 


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


 


“Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any
manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.


 


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


 


(1)            interest
rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate
collar agreements;


 


(2)            other
agreements or arrangements designed to manage interest rates or interest rate risk; and


 


(3)            other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.


 


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


 


“Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person, whether or not contingent:


 


(1)            in
respect of borrowed money;


 


(2)            evidenced
by bonds, notes, debentures or similar instruments;


 


(3)            in
respect of banker’s acceptances or other similar instruments or credit transactions (including reimbursement obligations
with respect thereto), other than obligations with respect to letters of credit securing obligations (other than obligations described
in clauses (1) – (2), (4) or (5) hereof) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than
the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit;


 


(4)            representing
Capital Lease Obligations;


 


(5)            representing
the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense
or trade payable; or


 


(6)            representing
any Hedging Obligations,


 


if and to the extent any of the preceding items, other than
letters of credit and Hedging Obligations, would appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on
any asset of the specified Person, whether or not such Indebtedness is assumed by the specified Person, and, to the extent not
otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person or any liability of any Person,
whether or not contingent and whether or not it appears on the balance sheet of such Person. Notwithstanding anything to the contrary
in the foregoing, the term “Indebtedness” excludes (x) any indebtedness of the Company or any Subsidiary of the
Company to the Company or another Subsidiary of the Company and (y) any Guarantee by the Company or any Subsidiary of the
Company of indebtedness of the Company or any Subsidiary of the Company.


 






    3 


     


    




 


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








 


(1)            the
accreted value of the Indebtedness, in the case of any Indebtedness that does not require the current payment of interest; and


 


(2)            the
principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the
case of any other Indebtedness.


 


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


 


“Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions in the City of New York or the city where the Corporate Trust Office
of the Trustee is located at such time are required or authorized by law, regulation or executive order to close or be closed.


 


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided
that in no event shall an operating lease be deemed to constitute a Lien.


 


“Notes” means notes or
other debt instruments of the Company of any Series issued under this Indenture.


 


“Officer” means, with
respect to any Person, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, the Assistant Secretary or any Vice-President of such Person.


 


“Officer’s Certificate”
means a certificate signed by an Officer of the Company that meets the requirements of Section 11.05 hereof.


 


“Opinion of Counsel”
means a written opinion from legal counsel, who may be an employee of or counsel to the Company or any Subsidiary of the Company,
and who shall be reasonably acceptable to the Trustee, that meets the requirements of Section 11.05 hereof.


 


“Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer of the Trustee located at the Corporate Trust Office of the Trustee, who
shall have direct responsibility for the administration of this Indenture, and for the purposes of Section 7.01(d)(2) and
the second sentence of Section 7.05 shall also include any other officer of the Trustee to whom any corporate trust matter
is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“SEC” means the Securities
and Exchange Commission.


 


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


 


“Series” or “Series of
Notes” 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,
with respect to any installment Indebtedness, the date specified as the fixed date on which the final payment of principal was
scheduled to be paid in the documentation governing such Indebtedness, and will not include any contingent obligations to repay,
redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.


 






    4 


     


    




 


“Subsidiary” means, with
respect to any specified Person:


 


(1)            any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement
that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association
or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(2)            any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


“TIA” means the Trust
Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


 


“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 Notes of any
Series shall mean the Trustee with respect to Notes of that Series.


 


  Section 1.02        Other
Definitions.


 


	Term	 	Defined
 in Section	 
	“Authentication Order”	 	 	2.03	 
	“Covenant Defeasance”	 	 	8.03	 
	“Event of Default”	 	 	6.01	 
	“Legal Defeasance”	 	 	8.02	 
	“Paying Agent”	 	 	2.04	 
	“Registrar”	 	 	2.04	 



 


   Section 1.03        Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of this Indenture.


 


The following TIA terms used in this Indenture
have the following meanings:


 


“indenture securities”
means the Notes;


 


“indenture security Holder”
means a Holder of a Note;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee” or
 “institutional trustee” means the Trustee; and


 


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


 


All other terms used in this Indenture that
are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings
so assigned to them.


 






    5 


     


    




 


  Section 1.04        Rules of
Construction.


 


Unless the context otherwise requires:


 


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


 


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


 


(3)            “or”
is not exclusive;


 


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


 


(5)            “will”
shall be interpreted to express a command;


 


(6)            provisions
apply to successive events and transactions;


 


(7)            any
reference to an “Article,” a “Section” or an “Exhibit” refers to an Article, a Section or
an Exhibit, as the case may be, of this Indenture;


 


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


 


(9)            words
importing any gender include the other genders;


 


(10)            references
to “writing” include printing, typing, lithography and other means of reproducing words in a visible form;


 


(11)            the
words “including,” “includes” and “include” shall be deemed to be followed by the words “without
limitation”; and


 


(12)            unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications
to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms
of this Indenture.


 


ARTICLE 2

THE NOTES


 


  Section 2.01        Issuable
in Series.


 


The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more Series. All Notes
of a Series shall be identical except as may be set forth in a Board Resolution, a supplemental indenture or an Officer’s
Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case
of Notes of a Series to be issued from time to time, the Board Resolution, Officer’s 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.
Notes may differ between Series in respect of any matters, provided that all Series of Notes shall be equally
and ratably entitled to the benefits of this Indenture.


 


  Section 2.02        Establishment
of Terms of Series of Notes.


 


At or prior to the issuance of any Notes
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 Notes within the Series or as to the Series generally in the case of Subsections 2.02(b) through
2.02(r)) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental
indenture or an Officer’s Certificate pursuant to authority granted under a Board Resolution:


 






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


 


  (b)            the
price or prices (expressed as a percentage of the principal amount thereof) at which the Notes of the Series will be issued;


 


  (c)            any
limit upon the aggregate principal amount of the Notes of the Series which may be authenticated and delivered under this Indenture
(except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes
of the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.05);


 


  (d)            the
date or dates on which the principal of the Notes 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 Notes 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, and the
basis of computation of interest if other than on the basis of a 360-day year consisting of twelve 30-day months;


 


  (f)            the
place or places where the principal of, premium and interest, if any, on the Notes of the Series shall be payable, where the
Notes 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 Notes 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 Notes
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 Notes 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 Notes 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 Notes 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)            the
denominations in which the Notes of the Series shall be issuable, if other than minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof;


 


  (k)            the
forms of the Notes of the Series in fully registered form (and whether the Notes will be issuable as Global Notes);


 


  (l)            if
other than the principal amount thereof, the portion of the principal amount of the Notes of the Series that shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;


 


  (m)            the
designation of the currency, currencies or currency units in which payment of the principal of, premium and interest, if any, on
the Notes of the Series will be made if other than U.S. dollars;


 


  (n)            whether
the Notes of any Series may be exchangeable for and/or convertible into common shares of the Company or any other security;


 






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  (o)            the
provisions, if any, relating to any security provided for the Notes of the Series, and any subordination in right of payment, if
any, of the Notes of the Series;








 


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


 


  (q)            any
addition to or change in the covenants set forth in Articles 4 or 5 that applies to Notes of the Series;


 


  (r)            any
other terms of the Notes of the Series (which may modify or delete any provision of this Indenture insofar as it applies to
such Series); and


 


  (s)            any
depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Notes of such
Series if other than those appointed herein.


 


  All
Notes 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 Officer’s Certificate
referred to above, and, unless otherwise provided, a Series may be reopened, without the consent of the Holders, for issuances
of additional Notes of such Series; provided, however, that if such additional Notes are not fungible with the Notes
of such Series for U.S. federal income tax purposes, the additional Notes will have a separate CUSIP number. No Board
Resolution or Officer’s Certificate may affect the Trustee’s own rights, duties or immunities under this Indenture
or otherwise with respect to any series of Notes except as it may agree in writing.


 


  Section 2.03        Execution
and Authentication.


 


One Officer of the Company shall sign the
Notes for the Company by manual, electronic or facsimile signature. If an Officer of the Company whose signature is on a Note no
longer holds that office at the time such Note is authenticated by the Trustee, such Note shall nevertheless be valid.


 


A Note shall not be valid until authenticated
by the manual or electronic (including “.pdf”) signature of the Trustee. The signature shall be conclusive evidence
that the Note, as applicable, has been duly authenticated under this Indenture.


 


The Trustee shall, upon a written order
of the Company signed by one Officer of the Company (an “Authentication Order”), authenticate Notes for original
issue in accordance with this Indenture. The Notes shall be dated their date of authentication.


 


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


 


At any time and from time to time after
the execution and delivery of this Indenture, the Company may deliver Notes of any Series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance
with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities
under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be fully protected
in relying upon, an Opinion of Counsel stating:


 


  (a)            that
such form has been established in conformity with the provisions of this Indenture;


 


  (b)            that
such terms have been established in conformity with the provisions of this Indenture; and


 






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  (c)            that
this Indenture and such Notes, when authenticated and delivered by the Trustee and, with respect to the Notes, when issued by the
Company, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations
of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity.


 


  Section 2.04        Registrar
and Paying Agent.


 


The Company shall maintain an office or
agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office
or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register with
respect to each Series of the Notes and of their transfer and exchange. The registered Holder of a Note will be treated as
the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Company
may appoint one or more co-registrars (provided that there shall be only one register) and one or more additional paying agents
or change the office of such Registrar or Paying Agent. The term “Registrar” includes any co-registrar and the term
 “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice
to any Holder; however, the Company shall maintain a Paying Agent in each place of payment for the Notes of each Series. The Company
shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.


 


The
Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes. The Company shall be responsible for making calculations called for under the Notes and this Indenture, including,
but not limited to, determination of interest, additional amounts, redemption price, premium, if any, and any other amounts payable
on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and
binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee in
writing, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent
verification. The Trustee shall forward the Company’s calculations to any Holder of the Notes upon the written request of
such Holder. In acting hereunder and in connection with the Notes, the Paying Agent and the Registrar shall act solely as agent
of the Company and will not assume any fiduciary duty or other obligation towards or relationship of agency or trust for or with
any of the owners or Holders of the Notes


 


  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
Notes, or the Trustee, all money held by the Paying Agent for the payment of principal or interest on the Series of Notes,
and shall notify the Trustee in writing 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. Subject to applicable abandoned property laws, all payments to a Paying Agent
on any Notes which remain unclaimed for a period of two years after such payment was due shall be repaid to the Company. Thereafter,
the Holder may look only to the Company for repayment. Upon payment over to the Trustee, or to the Company, as the case may be,
the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of
Notes all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.


 


  Section 2.06        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
Notes 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 seven Business Days before each interest payment date and at such other times as the Trustee may request
in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders
of each Series of Notes and the Company shall otherwise comply with TIA Section 312(a).


 






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  Section 2.07        Transfer
and Exchange.


 


Notes may be transferred or exchanged at
the office of the Registrar or co-registrar designated by the Company. Where Notes 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 Notes 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 Company shall execute and the Trustee shall authenticate Notes upon receipt of an
Authentication Order. 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 9.05).


 


Neither the Company nor the Registrar shall
be required (a) to issue, register the transfer of, or exchange Notes of any Series for the period beginning at the opening
of business fifteen days immediately preceding the mailing of a notice of redemption of Notes of that Series selected for
redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange
Notes of any Series selected, called or being called for redemption as a whole or a portion thereof, except the unredeemed
portion of Notes being redeemed in part.


 


Neither
the Trustee nor any Agent shall have any obligation or duty monitor the Company’s compliance with or have any responsibility
with respect to the Company’s compliance with any federal or states securities laws in connection with the registrations
of transfers and exchanges of the Notes. Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect
to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners
of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.


 


  Section 2.08        Replacement
Notes.


 


If any mutilated Note is surrendered to
the Trustee, or if the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order together with such indemnity bond, indemnity
and/or security sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is replaced, shall authenticate a replacement Note of
the same Series if the Trustee’s requirements are met. The Company may charge for its expenses in replacing a Note.


 


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


 


  Section 2.09        Outstanding
Notes.


 


The Notes outstanding at any time are all
the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions
in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.10 hereof, a Note does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Note.


 


If a Note is replaced pursuant to Section 2.08
hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected
purchaser (as defined in Section 8-303 of the Uniform Commercial Code).


 






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If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


 


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


 


Section 2.10        Treasury
Notes.


 


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


 


Section 2.11        Temporary
Notes.


 


Until certificates representing Notes are
ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall
prepare and upon receipt of an Authentication Order, the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.


 


Holders of temporary Notes shall be entitled
to all of the benefits of this Indenture.


 


Section 2.12        Cancellation.


 


The
Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or cancellation. The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for cancellation, except as otherwise provided for in
this Indenture. Cancelled Notes (subject to the record retention requirements of the Exchange Act) shall be disposed of
by the Trustee pursuant to its customary procedures and, upon request by the Company, the Trustee shall deliver a certificate or
other evidence of such disposition.


 


Section 2.13        Defaulted
Interest.


 


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


 






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Section 2.14        Global
Notes.


 


(a)            Terms
of Notes. A Board Resolution, a supplemental indenture hereto, or an Officer’s Certificate shall establish whether the
Notes of a Series shall be issued in whole or in part in the form of one or more Global Notes and shall name the Depositary
for such Global Note or Notes. Except as provided herein, each Global Note shall be (i) registered in the name of the Depositary,
(ii) deposited with the Depositary or its nominee, and (iii) bear the legend indicated in Section 2.14(c).


 


(b)            Transfer
and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 and in addition thereto, any Global
Note shall be exchangeable pursuant to Section 2.07 for Notes registered in the names of Holders other than the Depositary
for such Note or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Note 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 Officer’s Certificate to
the effect that such Global Note shall be so exchangeable or (iii) an Event of Default with respect to the Notes represented
by such Global Note shall have occurred and be continuing. Any Global Note that is exchangeable pursuant to the preceding sentence
shall be exchangeable for Notes registered in such names as the Depositary shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Note with like tenor and terms.


 


Except as provided in this Section 2.14(b),
a Global Note may not be transferred except as a whole by the Depositary with respect to such Global Note 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.


 


(c)            Legend.
Any Global Note issued hereunder shall bear a legend in substantially the following form:


 


“This Note is a Global Note
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 Note is exchangeable for Notes 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.”


 


(d)            Acts
of Holders. The Depositary 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 this Indenture. The Company
may establish a record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote
or consent authorized or permitted under this Indenture.


 


(e)            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 Note shall be made to the Holder thereof. Prior to due presentment of a
Note for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in
whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of and any premium
and (subject to Section 2.13) any interest on such Note and for all other purposes whatsoever, and neither the Company, the
Trustee nor any Agent or other agent of the Company or the Trustee will be affected by notice to the contrary.


 


(f)            Consents,
Declaration and Directions. Except as provided in Section 2.14(e), the Company, the Trustee and any Agent shall treat
a Person as the Holder of such principal amount of outstanding Notes of such Series represented by a Global Note as shall
be specified in a written statement of the Depositary with respect to such Global Note, for purposes of obtaining any consents,
declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


 






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(g)            Responsibility
of Trustee or Agents. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by
the Depositary. The Company has entered into a letter of representations with the Depositary in the form provided by the Depositary
and the Trustee and each Agent is hereby authorized to act in accordance with such letter and the Applicable Procedures.


 


Neither the Trustee nor any Agent shall
have any responsibility or obligation to any beneficial owner in a Global Note, a Depositary participant or other Person with respect
to (i) the accuracy of the records of the Depositary or its nominee or of any Depositary participant with respect to any ownership
interest in the Notes, (ii) the delivery to any Depositary participant, beneficial owner or other Person (other than the Depositary)
of any notice (including any notice of redemption) or (iii) the payment of any amount under or with respect to such Notes.
All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this
Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee
in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary
subject to the Applicable Procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying
upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and
each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global
Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and
interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial
ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial
owners thereof. Neither the Trustee nor any Agent shall have any responsibility or liability for any acts or omissions of the Depositary
with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership
interests in respect of any such Global Note, for any transactions between the Depositary and any Depositary participant or between
or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Note,
or for any transfers of beneficial interests in any such Global Note. All notices and communications to be given to the Holders
of the Notes and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders of the
Notes. The rights of beneficial owners in any Global Note shall be exercised only through the applicable Depositary subject to
the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial owners.


 


Notwithstanding the foregoing, with respect
to any Global Note, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with
respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note,
the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such
Global Note.


 


Section 2.15        CUSIP
Numbers.


 


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


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


Section 3.01        Notice
to Trustee.


 


The Company may, with respect to any Series of
Notes, reserve the right to redeem and pay the Series of Notes or may covenant to redeem and pay the Series of Notes
or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Notes. If a Series of
Notes is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of
Notes pursuant to the terms of such Notes, it shall notify the Trustee in writing of the redemption date and the principal amount
of Series of Notes to be redeemed. The Company shall give the notice at least 15 days prior to the mailing or sending of notice
of redemption to the Holders of the Notes to be redeemed (or such shorter notice as may be acceptable to the Trustee).


 






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Section 3.02        Selection
of Notes to Be Redeemed.


 


If less than all of the Notes of a Series are
to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes of a Series to be redeemed
or purchased among the Holders of the Notes (a) in compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or (b) if the Notes are not so listed, on a pro rata basis to the extent practicable,
by lot or in accordance with any other method the Trustee considers fair and appropriate.


 


The Trustee shall promptly notify the Company
in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount
thereof to be redeemed. Notes of a Series and portions of them selected shall be in amounts of no less than $2,000 and whole
multiples of $1,000 in excess thereof, or with respect to Notes of any Series issuable in other denominations pursuant to
Section 2.02(j), the minimum principal denomination for each Series and integral multiples thereof. Except as provided
in the preceding sentence, provisions of this Indenture that apply to Notes of a Series called for redemption or repurchase
also apply to portions of Notes of a Series called for redemption or repurchase.


 


Section 3.03        Notice
of Redemption.


 


Unless otherwise indicated for a particular
Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at least 30 days but not more
than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, or, in the case of the
Depositary with respect to any Global Note, sent electronically, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address.


 


The notice shall identify the Notes of the
Series to be redeemed and shall state:


 


(1)            the
redemption date;


 


(2)            the
redemption price (or manner of calculation if not then known);


 


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


 


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


 


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


 


(6)            the
CUSIP number, if any, provided that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed
in such notice or printed on the Notes;


 


(7)            the
conditions precedent, if any, to the redemption; and


 


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


 


At the Company’s request, and upon
receipt of an Officer’s Certificate complying with Section 11.04 hereof at least 15 days prior to the date notice
is to be given (unless a shorter period shall be satisfactory to the Trustee), together with the notice to be given setting forth
the information to be stated therein as provided in the preceding paragraph, the Trustee shall give the notice of redemption in
the Company’s name and at its expense.


 






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Section 3.04        Effect
of Notice of Redemption.


 


Once notice of redemption is sent in accordance
with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption
price. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s
Certificate, a notice of redemption may not be conditional.


 


Section 3.05        Deposit
of Redemption Price.


 


At least one Business Day prior to the redemption
date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of,
and accrued and unpaid interest on, all Notes to be redeemed.


 


If the Company complies with the provisions
of the preceding paragraph, on and after the redemption date, unless the Company defaults in the payment of the redemption price
and subject to the satisfaction or waiver of any conditions set forth in the applicable notice of redemption, interest shall cease
to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after the applicable Record
Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be
paid to the Person in whose name such Note was registered at the close of business on such Record Date in accordance with the Applicable
Procedures. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal,
in each case at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06        Notes
Redeemed in Part.


 


Upon surrender of a Note that is redeemed
in part, the Company shall issue and, upon its receipt of an Authentication Order, the Trustee shall authenticate for the Holder,
or transfer by book-entry at the expense of the Company, a new Note equal in principal amount to the unredeemed portion of the
Note surrendered.


 


No Notes of $2,000 or less can be redeemed
in part (or with respect to Notes of any Series issuable in other denominations pursuant to Section 2.02(j), the minimum
denomination for each Series and integral multiples thereof).


 


ARTICLE 4

COVENANTS


 


Section 4.01        Payment
of Principal and Interest.


 


The Company covenants and agrees for the
benefit of the Holders of each Series of Notes that it will pay or cause to be paid the principal of, premium, if any, and
interest on such Series of Notes on the dates and in the manner provided in such Notes. Principal, premium, if any, and interest
on any Series of Notes will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds
and designated for and sufficient to pay all principal, premium, if any, and interest then due.


 






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Section 4.02        Maintenance
of Office or Agency.


 


The Company covenants and agrees for the
benefit of the Holders of each Series of Notes that it will maintain an office or agency (which may be an office of the Trustee
for such Notes or an affiliate of the Trustee, Registrar for such Notes or co-registrar) where Notes may be surrendered for registration
of transfer or for exchange and where notices and demands to or upon the Company in respect of such Notes and this Indenture may
be served. The Company will give prompt written notice to the Trustee for such Notes of the location, and any change in the location,
of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee; provided, that the Corporate Trust Office of the Trustee shall not be an office or agency of the Company
for purposes of effecting service of legal process against the Company or any guarantor.


 


With respect to each Series of Notes,
the Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance
with Section 2.04.


 


Section 4.03        Reports.


 


The Company will at all times comply with
TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained
therein or determinable from information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


Section 4.04        Compliance
Certificate.


 


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


 


(b)            When
any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness
of the Company or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Company shall
promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered
or certified mail or by facsimile or electronic transmission an Officer’s Certificate specifying such Default (unless such
Default has been cured or waived within such 20-Business Day time period).


 


Section 4.05        Taxes.


 


The Company will pay, and will cause each
of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested
in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP or where
the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.


 






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Section 4.06        Stay,
Extension and Usury Laws.


 


The Company covenants (to the extent that
it may lawfully do so) that it will not, and each guarantor of such Notes 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, that may affect the covenants or the performance of this Indenture; and the Company and each of such guarantors (to the
extent that it may lawfully do so), as applicable, 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 for
such Notes, but will suffer and permit the execution of every such power as though no such law has been enacted.


 


Section 4.07        Corporate
Existence.


 


Subject to Articles 5 hereof, the Company
shall do or cause to be done all things necessary to preserve and keep in full force and effect:


 


(a)            its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and


 


(b)            the
rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that
the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of its Subsidiaries, if an Officer of the Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in
any material respect to the Holders of the Notes.


 


ARTICLE 5

SUCCESSORS


 


Section 5.01        Merger,
Consolidation, or Sale of Assets.


 


The Company shall not, directly or indirectly:


 


(a)          merge
or consolidate with or into another Person or Persons; or


 


(b)          sell,
convey, transfer, lease or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries
taken as a whole, in one or more related transactions, to another Person or Persons, unless:


 


(1)         either:


 


(A)            the
transaction is a merger or consolidation and the Company is the surviving Person; or


 


(B)            the
Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, conveyance, transfer,
lease or other disposition has been made is a corporation, limited liability company, partnership, trust or other entity organized
and existing under the laws of the United States, any state of the United States or the District of Columbia and expressly assumes
all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture in form reasonably satisfactory
to the Trustee;


 


(2)          immediately
after giving effect to such transaction and treating the Company’s obligations in connection with or as a result of such
transaction as having been incurred as of the time of such transaction, no Default or Event of Default shall have occurred and
be continuing; and


 


(3)          the
Company or the surviving entity shall have delivered to the Trustee (a) an Officer’s Certificate stating that the conditions
in (1) and (2) above have been complied with and any other conditions precedent in this Indenture relating to such transaction
have been complied with and (b) an Opinion of Counsel stating that the conditions in (1) above have been complied with
and any other conditions precedent in this Indenture relating to such transaction have been complied with.


 






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Section 5.02        Successor
Corporation Substituted.


 


Upon any merger or consolidation, or any
sale, conveyance, transfer, lease or other disposition of all or substantially all of the properties or assets of the Company and
its Subsidiaries, taken as a whole, in a transaction that is subject to, and that complies with the provisions of, Section 5.01
hereof, the successor Person into which the Company is merged or formed by such consolidation or to which such sale, conveyance,
transfer, lease or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such
merger, consolidation, sale, conveyance, transfer, lease or other disposition, the provisions of this Indenture referring to the
 “Company” shall be deemed to refer instead to the successor Person and not to the Company), and may exercise every
right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company
herein, and (except in the case of a lease) when the successor Person expressly assumes all the obligations of the Company under
this Indenture and the Notes pursuant to and in accordance with Section 5.01(b)(1)(B) hereof, the predecessor Company
shall be relieved from all such obligations.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01        Events
of Default.


 


“Event of Default,” wherever
used herein with respect to Notes of any Series, means any one of the following events, unless in the establishing Board Resolution,
supplemental indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit of said
Event of Default:


 


(a)          default
in the payment of any interest on any Note of that Series when it becomes due and payable, and continuance of such default
for a period of 30 days; or


 


(b)          default
in payment when due of the principal of, or premium, if any, on any Note of that Series; or


 


(c)          default
in the performance or breach of any covenant or warranty of the Company in this Indenture or in any Board Resolution, supplemental
indenture or Officer’s Certificate with respect to such Series (other than a covenant or warranty that has been included
in this Indenture or a Board Resolution, supplemental indenture or Officer’s Certificate solely for the benefit of Series of
Notes other than that Series), which default continues uncured for a period of 90 days after (i) the Company receives written
notice from the Trustee for such Notes or (ii) the Company and the Trustee receive written notice from Holders of not less
than 25% in aggregate principal amount of Notes of that Series outstanding; or


 


(d)          the
Company:


 


(1)            commences
a voluntary case under applicable bankruptcy, insolvency or other similar law,


 


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


 


(3)            applies
for or consents to the appointment of any custodian, receiver, trustee, sequestrator, conservator, liquidator, rehabilitator or
similar officer of it or for all or substantially all of its property and assets,


 


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


 


(5)            generally
is unable to pay its debts as they become due;


 


(e)          an
involuntary case or other proceeding is commenced against the Company with respect to it or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed
and unstayed for a period of 60 consecutive days; or an order for relief is entered against the Company under the federal bankruptcy
laws as now or hereafter in effect; or


 






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(f)            any
other Event of Default provided with respect to Notes of that Series, which is specified in a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, in accordance with Section 2.02.


 


Section 6.02        Acceleration.


 


If an Event of Default with respect to Notes
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 25% in aggregate principal amount of the outstanding Notes
of that Series may declare the principal amount of and accrued and unpaid interest, if any, on all of the Notes 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 Notes shall ipso facto become and 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, the Holders of a majority in principal amount of the outstanding Notes
of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if
(i) the rescission and annulment would not conflict with any judgment or decree already rendered, (ii) if all existing
Events of Default with respect to that Series (except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived and all sums paid or advanced by the Trustee hereunder and the reasonable
compensation expenses and disbursements of the Trustee and its agents and counsel have been paid and (iii) if the Company
has paid or deposited with the Trustee a sum sufficient to pay (a) any overdue interest on the Notes of such Series, (b) the
principal amount of such Series of Notes (except the principal, interest or premium that has become due solely because of
the acceleration) and (c) to the extent lawful and applicable, interest on overdue installments of interest at the rate specified
in the Notes of such Series.


 


No such rescission shall affect any subsequent
Event of Default or impair any right consequent thereon.


 


Section 6.03        Other
Remedies.


 


If an Event of Default with respect to Notes
of any Series at the time outstanding occurs and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal, premium, if any, and interest on such Notes or to enforce the performance of any provision of such Notes
or this Indenture.


 


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


 


Section 6.04        Waiver
of Past Defaults.


 


Prior to the acceleration of the maturity
of the Notes of any Series as provided in Section 6.02, the Holders of a majority in aggregate principal amount of the
Notes of any Series then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes of
such Series waive any existing Default or Event of Default with respect to such Series and its consequences under this
Indenture except (i) a continuing Default or Event of Default in the payment of premium or interest on, or the principal of,
the Notes of such Series (including in connection with an offer to purchase) or (ii) a Default or Event of Default in
respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected thereby. Upon
any such waiver, such Default or Event of 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 Event
of Default or impair any right consequent thereon and prior to such waiver, the Company has paid or deposited with the Trustee,
a sum sufficient to pay all sums paid or advanced by the Trustee hereunder and the compensation, expenses, disbursements, and advances
of the Trustee and its agents and counsel.


 






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Section 6.05        Control
by Majority.


 


Holders of a majority in aggregate principal
amount of the then outstanding Notes of any Series may in writing direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, subject to Section 7.02(e).
However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may
be unduly prejudicial to the rights of other Holders of Notes of such Series (it being understood that the Trustee does not
have an affirmative duty to ascertain whether any such directions are unduly prejudicial to such Holders) or that may involve the
Trustee in personal liability. The Trustee may take any other action deemed proper by the Trustee that is not inconsistent with
such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification and/or security satisfactory
to it in its sole discretion against all losses and expenses caused by taking or not taking such action.


 


Section 6.06        Limitation
on Suits.


 


A Holder of any Series of Notes may
pursue a remedy with respect to this Indenture or the Notes only if:


 


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


 


(b)            the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such Series make a written request
to the Trustee to pursue the remedy;


 


(c)            such
Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee security and/or indemnity satisfactory to
the Trustee against any loss, liability or expense;


 


(d)            the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision
of security and/or indemnity; and


 


(e)            during
such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes of such Series do
not give the Trustee a direction inconsistent with the request.


 


A Holder of any Series of Notes may
not use this Indenture to prejudice the rights of another Holder of Notes or to obtain a preference or priority over another Holder
of Notes.


 


Section 6.07        Rights
of Holders of Notes to Receive Payment.


 


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


 


Section 6.08        Collection
Suit by Trustee.


 


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


 






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Section 6.09         Trustee
May File Proofs of Claim.


 


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


 


Section 6.10         Priorities.


 


If the Trustee collects any money or other
property with respect to a Series of Notes pursuant to this Article 6, it shall pay out the money or other property,
or after an Event of Default, any money or other property is distributable in respect of the Company’s obligations under
this Indenture, the money or property shall be paid, in either case, in the following order:


 


First:
to the Trustee (including any predecessor trustee), its agents and attorneys for amounts due under Section 7.07 hereof applicable
to the Notes of such Series, including payment of all compensation, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;


 


Second:
to Holders of Notes of such Series for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any,
and interest, respectively; and


 


Third:
to the Company or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix a record date and payment
date for any payment to Holders pursuant to this Section 6.10.


 


Section 6.11         Undertaking
for Costs.


 


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


 






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Section 6.12         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 will be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders will continue as though no such proceeding had
been instituted.


 


Section 6.13         Waiver
of Stay, Extension of Usury Laws.


 


The Company covenants, to the extent that
it may lawfully do so, that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying
all or any portion of the principal of, premium, if any, or interest (including additional interest, if any) on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture.
The Company hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants
that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit
the execution of every such power as if no such law had been enacted.


 


ARTICLE 7

TRUSTEE


 


Section 7.01         Duties
of Trustee.


 


(a)            If
an Event of Default has occurred and is continuing, the Trustee will exercise such of 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, the duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others,
and no implied covenants or obligations shall be read into this Indenture against the Trustee.


 


(c)            In
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements,
opinions or conclusions stated therein).


 


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


 


(1)            this
paragraph does not limit the effect of paragraphs (b) and (e) of this Section 7.01;


 


(2)            the
Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was grossly negligent in ascertaining the pertinent facts; and


 


(3)            the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Sections 6.02, 6.04 6.05 hereof.


 






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(e)            No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability or otherwise incur
any liability, financial or otherwise, in the performance of any of its duties hereunder. The Trustee will be under no obligation
to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to
the Trustee security and/or indemnity satisfactory to it against any loss, liability or expense.


 


(f)            Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (d) of this Section 7.01.


 


(g)            The
Trustee will not be liable for interest on, or required to invest, 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. The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder.


 


(h)            The
permissive rights or powers of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee.


 


Section 7.02         Rights
of Trustee.


 


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


 


(b)            Before
the Trustee acts or refrains from acting or as specifically called for in this Indenture, it may require an Officer’s Certificate
or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance
on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written
advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect
of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 


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


 


(d)            The
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.


 


(e)            Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient
if signed by an Officer of the Company. Any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution.


 


(f)            The
Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee against
the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.


 


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


 






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


 


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


 


(j)            The
Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless written notice
of such Default or Event of Default from the Company or by the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes of such Series is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes, the Company and this Indenture.


 


(k)            The
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.


 


(l)            The
Trustee will 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, or inquire as to the performance by the Company or any guarantor of any of their covenants in this
Indenture, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it will be entitled to examine
the books, records, and premises of the Company or any such guarantor, personally or by agent or attorney at the sole cost of the
Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.


 


(m)            Notwithstanding
any other provision of this Indenture, the Trustee shall be entitled to make a deduction or withholding from any payment which
it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required
by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any
law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification
or other requirements in respect of the Notes, in which event the Trustee shall make such payment after such withholding or deduction
has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation
to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. To the extent such amounts
are so deducted or withheld and paid to the relevant authority, such amounts shall be treated for all purposes under this Indenture
as having been paid to the Person to whom such amounts would otherwise have been paid.


 


(n)            Delivery
of reports, information and documents (including, without limitation, reports contemplated under Section 4.03 hereof) to the
Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Issuer’s compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 


(o)            The
Trustee may retain professional advisors to assist it in performing its duties under this Indenture. The Trustee may consult with
such professional advisors or with counsel, and the advice or opinion of such professional advisors or counsel with respect to
legal or other matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability
in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion
of such counsel.


 


(p)            The
Trustee shall not have any responsibility for the validity, perfection, priority, filing, continuation or enforceability of any
Lien or security interest and shall have no obligations to take any action to procure or maintain such validity, perfection, priority,
filing, continuation or enforceability (it being understood that such responsibility and obligation are the Issuer’s).


 






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Section 7.03         Individual
Rights of Trustee.


 


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


 


Section 7.04         Trustee’s
Disclaimer.


 


The Trustee will not be responsible for
and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the
Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under
any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any
other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.
Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by any Notes. The
Trustee does not assume any responsibility for any failure or delay in performance or any breach by the Company or any guarantor
under this Indenture.


 


Section 7.05         Notice
of Defaults.


 


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


 


Section 7.06         Reports
by Trustee to Holders of the Notes.


 


(a)            Within
60 days after each [ ] 15 beginning with the [ ] 15 following the first issuance of Notes under this Indenture, and for so long
as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2).
The Trustee will also transmit by mail all reports as required by TIA § 313(c).


 


(b)            A
copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by
the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company
will promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.


 


Section 7.07         Compensation
and Indemnity.


 


(a)            The
Company and any guarantor, jointly and severally, will pay to the Trustee from time to time such compensation for its acceptance
of this Indenture and services hereunder as the Trustee and the Company may agree from time to time in writing. The Trustee’s
compensation will not be limited by any law on compensation of a trustee of an express trust. The Company and any guarantor, jointly
and severally, will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred
or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements
and expenses of the Trustee’s agents and counsel.


 






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(b)            The
Company and any guarantor, jointly and severally, will indemnify the Trustee, its officers, directors, employees, representatives
and agents (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, liabilities
or expenses incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance
of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person)
or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final, non-appealable decision). The Trustee will notify the Company promptly of any claim for which
an Indemnified Party may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of its obligations
hereunder. Except in cases where the interests of the issuers and/or Guarantors, on the one hand, and the Indemnified Parties,
on the other hand, may be adverse, the the Company will defend the claim and the applicable Indemnified Party will cooperate in
the defense. The Trustee may have separate counsel and the Company and any guarantor, jointly and severally, will pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent will not
be unreasonably withheld. Any settlement which affects an Indemnified Parties may not be entered into without the consent of such
Indemnified Party, unless the applicable Indemnified Parties is given a full and unconditional release from liability with respect
to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability, or failure to
act by or on behalf of such Indemnified Party.


 


(c)            The
obligations of the Company and the guarantors under this Section 7.07 will survive the resignation or removal of the Trustee
and the satisfaction and discharge of this Indenture.


 


(d)            To
secure the Company’s and guarantor’s payment obligations in this Section 7.07, the Trustee will have a Lien prior
to the Notes on all money or other property held or collected by the Trustee. Such Lien will survive the resignation or removal
of the Trustee, the termination for any reason of this Indenture and the satisfaction and discharge of this Indenture.


 


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


 


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


 


(g)            “Trustee”
for the purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder
and each agent, custodian and other Person employed to act hereunder; provided, however, that the gross negligence or willful
misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


Section 7.08         Replacement
of Trustee.


 


(a)            A
resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08.


 


(b)            The
Trustee may resign in writing at any time and be discharged from the trust hereby created with respect to one or more Series of
Notes by so notifying the Company with 30 days prior notice.


 


(c)            The
Holders of a majority in aggregate principal amount of the then outstanding Notes of such Series may remove the Trustee by
so notifying the Trustee and the Company with 30 days prior notice in writing.


 


(d)            The
Company may remove the Trustee with respect to one or more Series of Notes with 30 days prior written notice if:


 


(1)            the
Trustee fails to comply with Section 7.10 hereof;


 


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


 






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


 


(4)            the
Trustee becomes incapable of acting.


 


(e)            If
the Trustee has been removed by the Holders, Holders of a majority in aggregate principal amount outstanding of such Series of
Notes (voting as a single class) may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns
or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.
If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes of such Series may
petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor Trustee.


 


(f)            If
the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(g)            A
successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring
Trustee will promptly transfer all properly held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue
for the benefit of the retiring Trustee.


 


Section 7.09         Successor
Trustee by Merger, etc.


 


If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any
further act will be the successor Trustee.


 


Section 7.10         Eligibility;
Disqualification.


 


There will at all times be a Trustee hereunder
that is a corporation or national association organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most
recent published annual report of condition.


 


This
Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(l), (2) and (5). The Trustee
is subject to TIA § 310(b). There shall be excluded from the operation of TIA § 310(b)(1) any series
of Notes under this Indenture if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


Section 7.11         Preferential
Collection of Claims Against Company.


 


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


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01         Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may at any time, at the option
of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to have either Section 8.02
or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.


 






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Section 8.02         Legal
Defeasance and Discharge.


 


Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes of such Series on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company will be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes of such Series, which will thereafter be deemed to be “outstanding” only for the purposes
of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to
have satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on written demand of and at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will
survive until otherwise terminated or discharged hereunder:


 


(a)            the
rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on,
such Notes when such payments are due from the trust referred to in Section 8.04 hereof;


 


(b)            the
Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;


 


(c)            the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith;
and


 


(d)            this
Article 8.


 


Subject to compliance with this Article 8,
the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


Section 8.03         Covenant
Defeasance.


 


Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the guarantors, if any, will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the
covenants contained in Section 4.03 and any other covenants specified in the applicable Board Resolutions, supplemental indenture
or Officer’s Certificate as being subject to covenant defeasance pursuant to this Section 8.03, each case, with respect
to the outstanding Notes of the applicable Series on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes of such Series, the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, the failure to comply with any such covenant shall not constitute an Event
of Default pursuant to Section 6.01(c).


 


Section 8.04         Conditions
to Legal or Covenant Defeasance.


 


In order to exercise either Legal Defeasance
or Covenant Defeasance under either Section 8.02 or 8.03 hereof:


 


(a)            the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the written opinion of a nationally
recognized investment bank, appraisal firm, or firm of independent public accountants delivered to the Trustee, to pay the principal
of, premium, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption
date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or
to a particular redemption date;


 






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(b)            in
the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming
that:


 


(1)            the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or


 


(2)            since
the date of this Indenture, there has been a change in the applicable federal income tax law,


 


in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(c)            in
the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming
that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as
a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not occurred;


 


(d)            no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation
of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound;


 


(e)            such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound;


 


(f)            the
Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying
or defrauding any creditors of the Company or others; and


 


(g)            the
Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section 8.05         Deposited
Money and Government Securities to be Held in Trust;

Other Miscellaneous Provisions.


 


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


 






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The Company and any guarantor, jointly and
severally, will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes of the applicable
Series.


 


Notwithstanding anything in this Article 8
to the contrary, the Trustee will deliver or pay to the Company from time to time upon the written request of the Company any money
or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which
may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06         Repayment
to Company.


 


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


 


Section 8.07         Reinstatement.


 


If the Trustee or Paying Agent is unable
to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case
may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s and any applicable guarantors’ obligations under this Indenture and the applicable
Notes and the guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02
or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium,
if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of
the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01         Without
Consent of Holders of Notes.


 


Notwithstanding Section 9.02 of this
Indenture, the Company and the Trustee may amend or supplement this Indenture or the Notes of one or more Series without the
consent of any Holder of a Note:


 


(a)            to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective
or inconsistent with any other provision contained herein or in any supplemental indenture, or to conform the provisions of this
Indenture to the description of the Notes contained in the prospectus or other offering document pursuant to which the Notes of
one or more Series were sold, as evidenced by an Officer’s Certificate stating that such text constitutes an unintended
conflict with the description of the corresponding provision in the offering document;


 


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


 






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(c)            to
provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 hereof;


 


(d)            to
make any change that would provide any additional rights or benefits to the Holders of all or any Series of Notes or that
does not adversely affect the rights hereunder of any Holder in any material respect;


 


(e)            to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;


 


(f)             to
provide for the issuance of and establish the form and terms and conditions of Notes of any Series as permitted by this Indenture;


 


(g)            to
add guarantees with respect to the Notes of any Series or to provide security for the Notes of any Series; or


 


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


 


Upon the request of the Company accompanied
by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the execution of any amended
or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental
indenture that affects its own rights, duties, privileges, indemnities, or immunities under this Indenture or otherwise.


 


Section 9.02          With
Consent of Holders of Notes.


 


The Company and the Trustee may enter into
a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding
Notes of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer
or exchange offer for the Notes 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 Notes of each such Series. Except as otherwise provided herein, the Holders of at least a majority in aggregate principal amount
of the outstanding Notes of each Series, by notice to the Trustee (including consents obtained in connection with a tender offer
or exchange offer for the Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the
Notes with respect to such Series.


 


It shall not be necessary for the consent
of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture or waiver,
but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a resolution
of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the
Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee will join with the Company in the execution of such amended
or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties,
privileges, indemnities, or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
will not be obligated to, enter into such amended or supplemental Indenture.


 


After a supplemental indenture or waiver
under this section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing
the supplemental indenture or waiver. Any failure by the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or waiver. However, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder:


 






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(a)            reduce
the principal amount, any premium or change the Stated Maturity of any Note or alter or waive any of the provisions with respect
to the redemption or repurchase of the Notes;


 


(b)            reduce
the rate (or alter the method of computation) of or extend the time for payment of interest, including defaulted interest, on any
Note;


 


(c)            waive
a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes
of such Series with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration;


 


(d)            make
the principal of or premium, if any or interest on any Note payable in currency other than that stated in the Notes;


 


(e)            change
any place of payment where the Notes of any series or interest thereon is payable;


 


(f)            make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive
payments of principal of or premium, interest, if any, on the Notes and to institute suit for the enforcement of any such payments;


 


(g)            make
any change in the foregoing amendment and waiver provisions; or


 


(h)            reduce
the percentage in principal amount of any Notes, the consent of the Holders of which is required for any of the foregoing modifications
or otherwise necessary to modify or amend this Indenture or to waive any past Defaults.


 


Section 9.03          Compliance
with Trust Indenture Act.


 


Every amendment to this Indenture or the
Notes of one or more Series will be set forth in a supplemental indenture hereto that complies with the TIA as then in effect.


 


Section 9.04          Revocation
and Effect of Consents.


 


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


 


Section 9.05          Notation
on or Exchange of Notes.


 


The Trustee may place an appropriate notation
about an amendment or waiver on any Note of any Series thereafter authenticated. The Company in exchange for Notes of that
Series may issue and the Trustee shall authenticate upon request new Notes of that Series that reflect the amendment
or waiver.


 


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


 


Section 9.06          Trustee
to Sign Amendments, etc.


 


The Trustee shall sign any amendment, supplement
or waiver authorized pursuant to this Article 9 if such amendment, supplement or waiver does not adversely affect the rights,
duties, liabilities, indemnities, or immunities of the Trustee. 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 be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, in addition
to the documents required by Section 12.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture, and an Opinion of Counsel each stating that
it will be the legal, valid and binding upon the Company and enforceable against it, and, in the case of any guarantor, such guarantor,
in accordance with its terms, subject to customary exceptions. The Trustee shall sign all supplemental indentures, except that
the Trustee need not sign any supplemental indenture that affects its rights, duties, privileges, indemnities, or immunities.


 






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ARTICLE 10

SATISFACTION AND DISCHARGE


 


Section 10.01        Satisfaction
and Discharge.


 


This Indenture will be discharged and will
cease to be of further effect as to a Series of Notes issued hereunder (other than certain rights of the Trustee and the Issuer’s
obligations with respect thereto), when:


 


(a)            either:


 


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


 


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


 


(b)            no
Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of,
or constitute a default under, any other material instrument to which the Company or any guarantor, as applicable, is a party or
by which the Company, or any guarantor, as applicable, is bound;


 


(c)            the
Company or any guarantor of such Notes has paid or caused to be paid all sums payable by it under this Indenture; and


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, if money has been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 10.01,
the provisions of Sections 10.02 and 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to
discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.
After the conditions to discharge contained in this Article Ten have been satisfied, and the Company has paid or caused to
be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion
of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon Company
request shall acknowledge in writing the discharge of the obligations of the Company (except for those surviving obligations specified
in this Section 10.01 and the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith).


 






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Section 10.02        Application
of Trust Money.


 


Subject to the provisions of Section 8.06
hereof, all money deposited with the Trustee pursuant to Section 10.01 hereof shall be held in trust and applied by it, in
accordance with the provisions of the Notes with respect to which such deposit was made and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with
the Trustee; but such money need not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable
to apply any money or Government Securities in accordance with Section 10.01 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Company’s and any applicable guarantor’s obligations under this Indenture and the applicable Notes shall be revived
and reinstated as though no deposit had occurred pursuant to Section 10.01 hereof; provided that if the Company has
made any payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.


 


ARTICLE 11

MISCELLANEOUS


 


Section 11.01        Trust
Indenture Act Controls.


 


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


 


Section 11.02        Notices.


 


Any notice or communication by the Company
or the Trustee to the others is duly given if in writing, in English, and delivered in Person or by first class mail (registered
or certified, return receipt requested), facsimile, electronic mail or other electronic transmission or overnight air courier guaranteeing
next day delivery, to the others’ address:


 


	If to the Company:
	 
	
        Bally’s Corporation

        100 Westminster Street

        Providence, RI 02903

        Attention: General Counsel

        Telephone No.: (401) 475-8474

	 
	With a copy (which shall be deemed to be an accommodation and not a condition of effectiveness of any notice or communication given to the Company) to:
	 
	
        Jones Day

        250 Vesey Street

        New York, NY 10281

        Attention: Rory T. Hood

        Telephone No.: (212) 326-3814

        

        

	If to the Trustee:
	 
	
        U.S. Bank National Association

        CityPlace I

        185 Asylum Street, 27th Floor

        Hartford, CT06103

        Attention: Global Corporate Trust– Bally’s
        Corporation

        Facsimile No.: ( ) [ ]

        Telephone No.: (860) 241-6822



 






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The Company or the Trustee, by notice to
the others, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications (other than
those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted electronically or
by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next
day delivery.


 


Anything contained herein to the contrary
notwithstanding, no notice or communication to the Trustee shall be effective unless actually received by the Trustee at its Corporate
Trust Office by a Responsible Officer of the Trustee or on the first date on which publication is made, if given by publication
(including by posting of information on the website or online data system maintained in accordance with Section 4.03).


 


Any notice or communication to a Holder
will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the Registrar or, in the case of Global Notes, pursuant to the Applicable
Procedures. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent
required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency
with respect to other Holders. Notwithstanding any other provision of this Indenture or any Global Note, where this Indenture or
any Global Note provides for notice of any event (including any notice of redemption or repurchase) to a Holder of a Global Note
(whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to
the Applicable Procedures, including by electronic mail in accordance with the standing instructions from the Depositary.


 


If a notice or communication is mailed in
the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mails a notice or communication
to Holders, it will mail a copy to the Trustee and each Agent at the same time.


 






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


 


The Trustee agrees to accept and act upon instructions
                                         or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission
                                         or other similar unsecured electronic methods; provided, however, that (a) the party
                                         providing such written instructions, subsequent to such transmission of written instructions,
                                         shall provide the originally executed instructions or directions to the Trustee in a
                                         timely manner, and (b) such originally executed instructions or directions shall
                                         be signed by an authorized representative of the party providing such instructions or
                                         directions. If the party elects to give the Trustee e-mail or facsimile instructions
                                         (or instructions by a similar electronic method) and the Trustee in its discretion elects
                                         to act upon such instructions, the Trustee’s understanding of such instructions
                                         shall be deemed controlling. The Trustee shall not be liable for any losses, costs or
                                         expenses arising directly or indirectly from the Trustee’s reliance upon and compliance
                                         with such instructions notwithstanding such instructions conflict or are inconsistent
                                         with a subsequent written instruction. All notices, approvals, consents, requests and
                                         any communications hereunder or with respect to this Indenture and the Notes must be
                                         in writing (provided that any communication sent to Trustee hereunder must be in the
                                         form of a document that is signed manually or by way of a digital signature provided
                                         by DocuSign or Adobe (or such other digital signature provider as specified in writing
                                         to Trustee by the authorized representative), in English. The party providing electronic
                                         instructions agrees to assume all risks arising out of the use of such electronic methods
                                         to submit instructions and directions to the Trustee, including without limitation the
                                         risk of the Trustee acting on unauthorized instructions, and the risk or interception
                                         and misuse by third parties.


 


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


 


Section 11.04        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:


 


(1)            an
Officer’s Certificate stating that, in the opinion of the signers (who may rely upon an Opinion of Counsel as to matters
of law), all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with;
and


 


(2)            an
Opinion of Counsel stating that, in the opinion of such counsel (who may rely upon an Officer’s Certificate as to matters
of fact), all such conditions precedent and covenants have been complied with.


 


Section 11.05        Statements
Required in Certificate or Opinion.


 


Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4))
must comply with the provisions of TIA § 314(e) and must include:


 


(1)            a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2)            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;


 


(3)            a
statement that, in the opinion of such Person, such Person has made such examination or investigation as is necessary to enable
such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)            a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.


 


Section 11.06        Rules by
Trustee and Agents.


 


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


 






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Section 11.07        Calculation
of Foreign Currency Amounts.


 


The calculation of the U.S. dollar equivalent
amount for any amount denominated in a foreign currency shall be the noon buying rate in the City of New York as certified by the
Federal Reserve Bank of New York on the date on which such determination is required to be made or, if such day is not a day on
which such rate is published, the rate most recently published prior to such day.


 


Section 11.08        No
Personal Liability of Directors, Officers, Employees and Shareholders.


 


No past, present or future director, officer,
employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under
the Notes, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder
of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.


 


Section 11.09        Governing
Law; Submission to Jurisdiction.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK
WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES, AND THE GUARANTEES, IF ANY, WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company agrees that any legal action
or proceeding with respect to or arising out of this Indenture may be brought in or removed to the courts of the State of New York
or of the United States of America, in each case located in the Borough of Manhattan, The City of New York. By execution and delivery
of this Indenture, each of the Company and each guarantor, if any, accepts, for itself and in respect of its property, generally
and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the Company and each guarantor, if any, irrevocably
consents to the service of process out of any of the aforementioned courts in any manner permitted by law. Nothing herein shall
affect the right of any party to bring legal action or proceedings in any other competent jurisdiction. The Company and each guarantor,
if any, hereby waives any right to stay or dismiss any action or proceeding under or in connection with this indenture brought
before the foregoing courts on the basis of forum non-conveniens.


 


Section 11.10        No
Adverse Interpretation of Other Agreements.


 


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


 


Section 11.11        Successors.


 


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


 


Section 11.12        Severability.


 


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


 


Section 11.13        Counterpart
Originals.


 


The
parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent
the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission
and other electronic signatures (including, without limitation, DocuSign and AdobeSign) 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 and other electronic signatures (including, without limitation, DocuSign
and AdobeSign) shall be deemed to be their original signatures for all purposes.


 






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Section 11.14        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 of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.


 


Section 11.15        Waiver
of Jury Trial


 


EACH OF THE COMPANY, GUARANTOR, IF
ANY, THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 11.16        Patriot
Act Compliance


 


The parties hereto acknowledge that in accordance
with Section 326 of the USA 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, which information includes the name, address, tax identification number and
formation documents and other information that will allow Trustee to identify the person or legal entity in accordance with the
USA Patriot Act. The parties to this Agreement agree that they will provide the Trustee with such information in order for the
Trustee to satisfy the requirements of the USA Patriot Act.


 


[Signatures
on following page]


 






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SIGNATURES


 


	Dated as of [           ]	 
	 	 
	 	BALLY’S CORPORATION  
	 	 
	 	 
	 	By	 
	 		Name:
	 	 	Title:  
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 		Title:



 






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