Indenture dated as of February 3, 2012



 Exhibit 4.43 
  

 
  

CHESTER DOWNS AND MARINA, LLC 
 CHESTER DOWNS FINANCE CORP. 
 as Issuers 

9.25% Senior Secured Notes due 2020 
  

 
 INDENTURE

 Dated as of February 3, 2012 
  

 
 U.S. Bank
National Association, 
 as Trustee 
 and 
 U.S. Bank National Association, 

as Collateral Agent 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	
	ARTICLE I	  
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 Section 1.01.
	  	 Definitions
	  	 	1	  
	 Section 1.02.
	  	 Other Definitions
	  	 	40	  
	 Section 1.03.
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	41	  
	 Section 1.04.
	  	 Rules of Construction
	  	 	42	  
	
	ARTICLE II	  
	THE NOTES	  
			
	 Section 2.01.
	  	 Amount of Notes
	  	 	43	  
	 Section 2.02.
	  	 Form and Dating
	  	 	43	  
	 Section 2.03.
	  	 Execution and Authentication
	  	 	44	  
	 Section 2.04.
	  	 Registrar and Paying Agent
	  	 	44	  
	 Section 2.05.
	  	 Paying Agent to Hold Money in Trust
	  	 	45	  
	 Section 2.06.
	  	 Holder Lists
	  	 	45	  
	 Section 2.07.
	  	 Transfer and Exchange
	  	 	45	  
	 Section 2.08.
	  	 Replacement Notes
	  	 	46	  
	 Section 2.09.
	  	 Outstanding Notes
	  	 	47	  
	 Section 2.10.
	  	 [Intentionally Omitted.]
	  	 	47	  
	 Section 2.11.
	  	 Cancellation
	  	 	47	  
	 Section 2.12.
	  	 Defaulted Interest
	  	 	47	  
	 Section 2.13.
	  	 CUSIP Numbers, ISINs, Etc
	  	 	47	  
	 Section 2.14.
	  	 Calculation of Principal Amount of Notes
	  	 	48	  
	 Section 2.15.
	  	 Mandatory Disposition Pursuant to Gaming Laws
	  	 	48	  
	
	ARTICLE III	  
	REDEMPTION	  
			
	 Section 3.01.
	  	 Redemption
	  	 	48	  
	 Section 3.02.
	  	 Applicability of Article
	  	 	49	  
	 Section 3.03.
	  	 Notices to Trustee
	  	 	49	  
	 Section 3.04.
	  	 Selection of Notes to Be Redeemed
	  	 	49	  
	 Section 3.05.
	  	 Notice of Optional Redemption
	  	 	49	  
	 Section 3.06.
	  	 Effect of Notice of Redemption
	  	 	50	  
	 Section 3.07.
	  	 Deposit of Redemption Price
	  	 	50	  
	 Section 3.08.
	  	 Notes Redeemed in Part
	  	 	51	  
	
	ARTICLE IV	  
	COVENANTS	  
			
	 Section 4.01.
	  	 Payment of Notes
	  	 	51	  
	 Section 4.02.
	  	 Reports and Other Information
	  	 	51	  


  
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 TABLE OF CONTENTS 

(cont’d) 
  


							
	 	  	 	  	Page	 
			
	 Section 4.03.
	  	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
	  	 	53	  
	 Section 4.04.
	  	 Limitation on Restricted Payments
	  	 	58	  
	 Section 4.05.
	  	 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	64	  
	 Section 4.06.
	  	 Asset Sales
	  	 	66	  
	 Section 4.07.
	  	 Transactions with Affiliates
	  	 	70	  
	 Section 4.08.
	  	 Change of Control
	  	 	73	  
	 Section 4.09.
	  	 Certain Specified Restricted Payments
	  	 	75	  
	 Section 4.10.
	  	 Compliance Certificate
	  	 	76	  
	 Section 4.11.
	  	 Further Instruments and Acts
	  	 	77	  
	 Section 4.12.
	  	 Future Subsidiary Guarantors
	  	 	77	  
	 Section 4.13.
	  	 Liens
	  	 	77	  
	 Section 4.14.
	  	 After-Acquired Property and Gaming Approval
	  	 	77	  
	 Section 4.15.
	  	 Maintenance of Office or Agency
	  	 	77	  
	 Section 4.16.
	  	 Covenant Suspension
	  	 	78	  
	 Section 4.17.
	  	 Maintenance of Insurance
	  	 	79	  
	 Section 4.18.
	  	 Limitation on Business Activities of Chester Finance
	  	 	79	  
	 Section 4.19.
	  	 Security Interests Perfected After the Issue Date
	  	 	79	  
	
	ARTICLE V	  
	SUCCESSOR COMPANY	  
			
	 Section 5.01.
	  	 When Issuer May Merge or Transfer Assets
	  	 	80	  
	
	ARTICLE VI	  
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01.
	  	 Events of Default
	  	 	82	  
	 Section 6.02.
	  	 Acceleration
	  	 	84	  
	 Section 6.03.
	  	 Other Remedies
	  	 	84	  
	 Section 6.04.
	  	 Waiver of Past Defaults
	  	 	85	  
	 Section 6.05.
	  	 Control by Majority
	  	 	85	  
	 Section 6.06.
	  	 Limitation on Suits
	  	 	85	  
	 Section 6.07.
	  	 Rights of the Holders to Receive Payment
	  	 	86	  
	 Section 6.08.
	  	 Collection Suit by Trustee
	  	 	86	  
	 Section 6.09.
	  	 Trustee May File Proofs of Claim
	  	 	86	  
	 Section 6.10.
	  	 Priorities
	  	 	86	  
	 Section 6.11.
	  	 Undertaking for Costs
	  	 	87	  
	 Section 6.12.
	  	 Waiver of Stay or Extension Laws
	  	 	87	  


  
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 TABLE OF CONTENTS 

(cont’d) 
  


							
	 	  	 	  	Page	 
		
	ARTICLE VII	  			
	TRUSTEE	  			
			
	 Section 7.01.
	  	Duties of Trustee	  	 	87	  
	 Section 7.02.
	  	Rights of Trustee	  	 	88	  
	 Section 7.03.
	  	Individual Rights of Trustee	  	 	90	  
	 Section 7.04.
	  	Trustee’s Disclaimer	  	 	90	  
	 Section 7.05.
	  	Notice of Defaults	  	 	91	  
	 Section 7.06.
	  	Reports by Trustee to the Holders	  	 	91	  
	 Section 7.07.
	  	Compensation and Indemnity	  	 	91	  
	 Section 7.08.
	  	Replacement of Trustee	  	 	92	  
	 Section 7.09.
	  	Successor Trustee by Merger	  	 	93	  
	 Section 7.10.
	  	Eligibility; Disqualification	  	 	93	  
	 Section 7.11.
	  	Preferential Collection of Claims Against the Issuer	  	 	94	  
		
	ARTICLE VIII	  			
	DISCHARGE OF INDENTURE; DEFEASANCE	  			
			
	 Section 8.01.
	  	Discharge of Liability on Notes; Defeasance	  	 	94	  
	 Section 8.02.
	  	Conditions to Defeasance	  	 	95	  
	 Section 8.03.
	  	Application of Trust Money	  	 	96	  
	 Section 8.04.
	  	Repayment to Issuer	  	 	96	  
	 Section 8.05.
	  	Indemnity for U.S. Government Obligations	  	 	97	  
	 Section 8.06.
	  	Reinstatement	  	 	97	  
		
	ARTICLE IX	  			
	AMENDMENTS AND WAIVERS	  			
			
	 Section 9.01.
	  	Without Consent of the Holders	  	 	97	  
	 Section 9.02.
	  	With Consent of the Holders	  	 	99	  
	 Section 9.03.
	  	Compliance with Trust Indenture Act	  	 	100	  
	 Section 9.04.
	  	Revocation and Effect of Consents and Waivers	  	 	100	  
	 Section 9.05.
	  	Notation on or Exchange of Notes	  	 	100	  
	 Section 9.06.
	  	Trustee to Sign Amendments	  	 	101	  
	 Section 9.07.
	  	Additional Voting Terms; Calculation of Principal Amount	  	 	101	  
		
	ARTICLE X	  			
	RANKING OF NOTE LIENS	  			
			
	 Section 10.01.
	  	Relative Rights	  	 	101	  
		
	ARTICLE XI	  			
	COLLATERAL	  			
			
	 Section 11.01.
	  	Security Documents	  	 	102	  
	 Section 11.02.
	  	Collateral Agent	  	 	103	  


  
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 TABLE OF CONTENTS 

(cont’d) 
  


							
	 	  	 	  	Page	 
			
	 Section 11.03.
	  	Authorization of Actions to Be Taken	  	 	104	  
	 Section 11.04.
	  	Release of Collateral	  	 	105	  
	 Section 11.05.
	  	Filing, Recording and Opinions	  	 	107	  
	 Section 11.06.
	  	[Intentionally omitted.]	  	 	107	  
	 Section 11.07.
	  	Powers Exercisable by Receiver or Trustee	  	 	108	  
	 Section 11.08.
	  	Release Upon Termination of the Issuer’s Obligations	  	 	108	  
	 Section 11.09.
	  	Designations	  	 	108	  
	 Section 11.10.
	  	Appointment and Authorization of U.S. Bank National Association as Collateral Agent	  	 	108	  
		
	ARTICLE XII	  			
	GUARANTEE	  			
			
	 Section 12.01.
	  	Guarantee	  	 	109	  
	 Section 12.02.
	  	Limitation on Liability	  	 	111	  
	 Section 12.03.
	  	Successors and Assigns	  	 	112	  
	 Section 12.04.
	  	No Waiver	  	 	112	  
	 Section 12.05.
	  	Modification	  	 	112	  
	 Section 12.06.
	  	Execution of Supplemental Indenture for Future Subsidiary Guarantors	  	 	112	  
	 Section 12.07.
	  	Non-Impairment	  	 	113	  
		
	ARTICLE XIII	  			
	MISCELLANEOUS	  			
			
	 Section 13.01.
	  	Trust Indenture Act Controls	  	 	113	  
	 Section 13.02.
	  	Notices	  	 	113	  
	 Section 13.03.
	  	Communication by the Holders with Other Holders	  	 	114	  
	 Section 13.04.
	  	Certificate and Opinion as to Conditions Precedent	  	 	114	  
	 Section 13.05.
	  	Statements Required in Certificate or Opinion	  	 	114	  
	 Section 13.06.
	  	When Notes Disregarded	  	 	114	  
	 Section 13.07.
	  	Rules by Trustee, Paying Agent and Registrar	  	 	114	  
	 Section 13.08.
	  	Legal Holidays	  	 	115	  
	 Section 13.09.
	  	GOVERNING LAW	  	 	115	  
	 Section 13.10.
	  	No Recourse Against Others	  	 	115	  
	 Section 13.11.
	  	Successors	  	 	115	  
	 Section 13.12.
	  	Multiple Originals	  	 	115	  
	 Section 13.13.
	  	Table of Contents; Headings	  	 	115	  
	 Section 13.14.
	  	Indenture Controls	  	 	115	  
	 Section 13.15.
	  	Severability	  	 	115	  
	 Section 13.16.
	  	Intercreditor Agreements	  	 	115	  
	 Section 13.17.
	  	Acts of Holders	  	 	115	  
	 Section 13.18.
	  	Security Advice Waiver	  	 	116	  


  
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 TABLE OF CONTENTS 

(cont’d) 
  


							
	 	  	 	  	Page	 
			
	 Section 13.19
	  	Patriot Act	  	 	117	  


  
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	Appendix A	  	–	  	Provisions Relating to Initial Notes and Additional Notes
	
	EXHIBIT INDEX
			
	Exhibit A	  	–	  	Form of Initial Note
	Exhibit B	  	–	  	Form of Transferee Letter of Representation
	Exhibit C	  	–	  	Form of Supplemental Indenture Related to Subsidiary Guarantors








 INDENTURE dated as of February 3, 2012 among CHESTER DOWNS AND MARINA, LLC (the
“Company”), a Pennsylvania limited liability company, CHESTER DOWNS FINANCE CORP., a Delaware corporation (“Chester Finance” and, together with the Company, the “Issuers”), SUBSIDIARY GUARANTORS
party hereto from time to time, U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), and U.S. BANK NATIONAL ASSOCIATION, as collateral agent (the “Collateral Agent”). 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of
(i) $330,000,000 aggregate principal amount of the Issuers’ 9.25% Senior Secured Notes due 2020 issued on the date hereof (the “Initial Notes”) and (ii) Additional Notes issued from time to time (together with the
Initial Notes, the “Notes”): 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. 
 “Acquired Indebtedness”
means, with respect to any specified Person: 
 (1) Indebtedness of any other Person existing at the time such
other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
 “Additional First Priority Lien Obligations” means any First Priority Lien Obligations that are Incurred after the Issue Date and secured by the Common Collateral on a first priority
basis pursuant to the Security Documents. 
 “Additional First Lien Secured Party” means the holders of any
Additional First Priority Lien Obligations and any Authorized Representative with respect thereto. 
 “Additional
Notes” means Notes issued under the terms of this Indenture subsequent to the Issue Date. 

“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” (including, with correlative meanings, the terms “controlling,” “controlled by” and
“under common control with”), 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. 
 “Applicable Premium” means, with respect to any
Note on any applicable redemption date, the greater of: 
 (3) 1% of the then outstanding principal amount of the
Note; and 







 (4) the excess of: 

(a) the present value at such redemption date of (i) the redemption price of the Note at February 1, 2016 (such
redemption price being set forth in Paragraph 5 of the Note) plus (ii) all required interest payments due on the Note through February 1, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the
Treasury Rate (as calculated by the Company) as of such redemption date (or in the case of a satisfaction and discharge or a defeasance, at least two Business Days prior to the date on which the Issuers deposit the amounts required under the
Indenture) plus 50 basis points; over 
 (b) the then outstanding principal amount of the Note.

 “Asset Sale” means: 
 (1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/ Leaseback Transaction)
outside the ordinary course of business of the Company or any Restricted Subsidiary of the Company (each referred to in this definition as a “disposition”) or 

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign
nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Company or another Restricted Subsidiary of the Company) (whether in a single transaction or a series of related
transactions), 
 in each case other than: 
 (a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out property or equipment in the ordinary course of business; 

(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to
Section 5.01 or any disposition that constitutes a Change of Control; 
 (c) any Restricted Payment or
Permitted Investment that is permitted to be made, and is made, under Section 4.04; 
 (d) any disposition
of assets of the Company or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value (as determined in good faith by
the Company) of less than $1.0 million; 

  
 2 








 (e) any disposition of property or assets, or the issuance of securities, by
a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to a Restricted Subsidiary of the Company; 
 (f) any exchange of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of the
Company and its Restricted Subsidiaries as a whole, as determined in good faith by the Company; 
 (g)
foreclosure or any similar action with respect to any property or other asset of the Company or any of its Restricted Subsidiaries; 
 (h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (i) the lease, assignment or sublease of any real or personal property in the ordinary course of business; 
 (j) any sale of inventory or other assets in the ordinary course of business; 
 (k) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property; 

(l) in the ordinary course of business, any swap of assets, or lease, assignment or sublease of any real or personal
property, in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Company and its Restricted Subsidiaries as a whole, as determined in good faith by the
Company; 
 (m) any financing transaction with respect to property built or acquired by the Company or any
Restricted Subsidiary after the Issue Date, including any Sale/Leaseback Transaction or asset securitization permitted by this Indenture; 
 (n) dispositions in connection with Permitted Liens; 
 (o) any
disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such
Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or
acquisition; 
 (p) any disposition made pursuant to an Operations Management Agreement; 

  
 3 








 (q) the sale of any property in a Sale/Leaseback Transaction within six
months of the acquisition of such property; 
 (r) dispositions of receivables in connection with the compromise,
settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; and 

(s) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or
other claims of any kind. 
 “Authorized Representative” means (i) in the case of any Credit Agreement
Obligations or the Credit Agreement Secured Parties, the administrative agent under the Credit Agreement, (ii) in the case of the Notes Obligations or the holders of the Notes, the Collateral Agent and (iii) in the case of any Series of
Additional First Priority Lien Obligations or Additional First Lien Secured Parties that become subject to the First Lien Intercreditor Agreement, the Authorized Representative named for such Series in the applicable joinder agreement. 

“Bank Indebtedness” means any and all amounts payable under or in respect of any Credit Agreement and any other Credit
Agreement Documents as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including principal, premium (if
any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof. 
 “Board of
Directors” means, as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly
authorized committee thereof. 
 “Business Day” means a day other than a Saturday, Sunday or other day on which
banking institutions are authorized or required by law to close in New York City. 
 “Caesars Operating” means
Caesars Entertainment Operating Company, Inc., together with its successors and assigns. 
 “Capital Stock”
means: 
 (1) in the case of a corporation, corporate stock or shares; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited); and 

  
 4 








 (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. 
 “Capitalized
Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet
(excluding the footnotes thereto) in accordance with GAAP. 
 “Capitalized Software Expenditures” means, for
any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements
that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Restricted Subsidiaries. 
 “Cash Equivalents” means: 
 (1) U.S. dollars,
pounds sterling, euros, the national currency of any member state in the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

 (2) securities issued or directly and fully guaranteed or insured by the U.S. government or any country that
is a member of the European Union or any agency or instrumentality thereof in each case maturing not more than two years from the date of acquisition; 
 (3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not
exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or
reasonably equivalent ratings of another internationally recognized ratings agency); 
 (4) repurchase
obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

(5) commercial paper issued by a corporation (other than an Affiliate of the Company) rated at least “A-1” or
the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition; 

(6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision
thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from
the date of acquisition; 

  
 5 








 (7) Indebtedness issued by Persons (other than the Sponsors or any of their
Affiliates) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two
years from the date of acquisition; and 
 (8) investment funds investing at least 95% of their assets in
securities of the types described in clauses (1) through (7) above. 
 “Change of Control” means the
occurrence of either of the following: 
 (1) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all the assets of the Company and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or 

(2) the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act,
proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of
acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation,
amalgamation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Company.

 “Chester Facility” means the Chester Downs racetrack and casino of the Company located in Chester,
Pennsylvania. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Collateral” means all property (real or personal) subject or purported to be subject, from time to time, to a Lien
under any Security Documents. 
 “Collateral Agent” means the First Lien Collateral Agent and any successor
thereto in such capacity. 
 “Collateral Agreement” means the collateral agreement among the Issuers, each
Subsidiary Guarantor and U.S. Bank, National Association, as Collateral Agent, dated as of February 3, 2012, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms and this Indenture.

 “Common Collateral” means, at any time, Collateral in which the holders of two or more Series of First
Priority Lien Obligations (or their respective Authorized Representatives) hold a valid and perfected security interest at such time. If more than two Series of First Priority Lien Obligations are outstanding at any time and the holders of less than
all Series of First 

  
 6 








 
Priority Lien Obligations hold a valid and perfected security interest in any Collateral at such time then such Collateral shall constitute Common Collateral for those Series of First Priority
Lien Obligations that hold a valid security interest in such Collateral at such time and shall not constitute Common Collateral for any Series which does not have a valid and perfected security interest in such Collateral at such time. 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount
of depreciation and amortization expense, including the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to
pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the
extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate
Hedging Obligations and excluding additional interest in respect of the Notes, amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees); plus

 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued; minus 
 (3) interest income for such period. 

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that: 

(1) any net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto)
or expenses or charges, any severance expenses, relocation expenses, curtailments or modifications to pension and post-retirement employee benefit plans, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration
of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion
bonuses, expenses or charges related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or issuance, repayment, 

  
 7 








 
refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses or charges related to the offering of the Notes and the use of proceeds
therefrom shall be excluded; 
 (2) effects of purchase accounting adjustments (including the effects of such
adjustments pushed down to such Person and such Restricted Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of
any amounts thereof, net of taxes, shall be excluded; 
 (3) the Net Income for such period shall not include the
cumulative effect of a change in accounting principles during such period; 
 (4) any net after-tax income or
loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded; 

(5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business
dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by management of the Company) shall be excluded; 
 (6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, Hedging Obligations or other derivative instruments
shall be excluded; 
 (7) the Net Income for such period of any Person that is not a Subsidiary of such Person,
or is an Unrestricted Subsidiary or a Qualified Non-Recourse Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or
to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof (other than a Qualified Non-Recourse Subsidiary of such referent Person) in respect of such period; 

(8) solely for the purpose of determining the amount available for Restricted Payments under clause (1) of the
definition of “Cumulative Credit,” the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar
distributions have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such
Restricted Subsidiary to such Person, to the extent not already included therein; 

  
 8 








 (9) an amount equal to the amount of Tax Distributions actually made to any
parent or equity holder of such Person in respect of such period in accordance with Section 4.04(b)(xi) shall be included as though such amounts had been paid as income taxes directly by such Person for such period; 

(10) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles
arising pursuant to GAAP shall be excluded; 
 (11) any non-cash expense realized or resulting from stock option
plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights, shall be excluded; 

(12) any (a) one-time non-cash compensation charges, (b) costs and expenses after the Issue Date related to
employment of terminated employees, or (c) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in
each case of such Person or any of its Restricted Subsidiaries, shall be excluded; 
 (13) accruals and reserves
that are established or adjusted within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded; 

(14) solely for purposes of calculating EBITDA, (a) the Net Income of any Person and its Restricted Subsidiaries
shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except to the extent of dividends declared or paid
in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties and (b) any ordinary course dividend, distribution or other payment paid in cash and received from any Person
in excess of amounts included in clause (7) above shall be included; 
 (15) (a)(i) the non-cash
portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included and
(b) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded; 

(16) any currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or
gain resulting from hedging transactions for currency exchange risk, shall be excluded; and 

  
 9 








 (17) to the extent covered by insurance and actually reimbursed, or, so long
as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180
days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business
interruption shall be excluded. 
 Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Company or a Restricted Subsidiary of the Company to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under such Section pursuant to clauses (D) and (E) of the definition of “Cumulative Credit.” 

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the non-cash expenses (other than
Consolidated Depreciation and Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP,
provided that if any such non-cash expenses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the
extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period. 
 “Consolidated Taxes” means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise,
property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income. 

“Consolidated Total Indebtedness” means, as of any date of determination, an amount equal to (1) the aggregate
principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries (excluding any undrawn letters of credit) consisting of Capitalized Lease Obligations, Indebtedness for borrowed money and Indebtedness in respect of the
deferred purchase price of property or services minus (2) the amount of cash and Cash Equivalents in excess of any Restricted Cash held by the Company and its Restricted Subsidiaries on such date, in each case determined on a consolidated basis
in accordance with GAAP. 
 “Consolidated Total Leverage Ratio” means, with respect to any Person, at any date
the ratio of (i) the Consolidated Total Indebtedness to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional
Indebtedness is Incurred. In the event that the Company or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Consolidated Total Leverage Ratio is
being calculated but prior to the event for which the calculation of the 

  
 10 









 
Consolidated Total Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Total Leverage Ratio shall be calculated giving pro
forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Company may elect pursuant to an Officer’s
Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes
of this calculation, to be an Incurrence at such subsequent time. 
 For purposes of making the computation referred to above,
Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the
Company or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation
Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change of any associated
Indebtedness and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or
into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation or operational change, in each case with respect
to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment,
acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, with respect
to each New Project that commences operations and records not less than one full fiscal quarter’s operations during the four-quarter reference period, the operating results of such New Project will be annualized on a straight-line basis during
such period. 
 For purposes of this definition, whenever pro forma effect is to be given to any event, the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company
as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event and (2) all adjustments of the nature used in
connection with the calculation of “Adjusted EBITDA” as set forth in the Offering Memorandum under the heading “Summary—Summary Financial and Operating Data” to the extent such adjustments, without duplication, continue to
be applicable to such four-quarter period. 
 For purposes of this definition, any amount in a currency other than U.S. dollars
will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the
applicable period. 

  
 11 









 “Contingent Obligations” means, with respect to any Person, any obligation
of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person, whether or not contingent: 
 (1) to
purchase any such primary obligation or any property constituting direct or indirect security therefor, 
 (2) to
advance or supply funds: 
 (a) for the purchase or payment of any such primary obligation; or 

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor; or 
 (3) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Credit Agreement” means, if designated by the Company to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper
facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit,
(B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness,
in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

“Credit Agreement Documents” means the collective reference to any Credit Agreement, any notes issued pursuant thereto
and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time. 

“Credit Agreement Obligations” means Bank Indebtedness constituting First Priority Lien Obligations. 

“Credit Agreement Secured Parties” means the “Secured Parties” as defined in the Credit Agreement. 


  
 12 









 “Cumulative Credit” means the sum of (without duplication): 

(A) EBITDA of the Company for the period (taken as one accounting period), from January 1, 2012 to the end of the Company’s
most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment minus 1.55 times Consolidated Interest Expense for such reference period, plus 

(B) 100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Company) of property
other than cash, received by the Company after the Issue Date (other than net proceeds to the extent such net proceeds have been used to Incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.03(b)(xiii)) from the issue
or sale of Equity Interests of the Company (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions and Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance
or sale to a Restricted Subsidiary of the Company), plus 
 (C) 100% of the aggregate amount of contributions to the
capital of the Company received in cash and the Fair Market Value (as determined in good faith by the Company) of property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock
and Disqualified Stock and other than contributions to the extent such contributions have been used to Incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.03(b)(xiii)), plus 

(D) 100% of the principal amount of any Indebtedness or the liquidation preference or maximum fixed repurchase price, as the case may be,
of any Disqualified Stock of the Company or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity
Interests in the Company (other than Disqualified Stock) or any direct or indirect parent of the Company (provided in the case of any parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus 

(E) 100% of the aggregate amount received by the Company or any Restricted Subsidiary in cash and the Fair Market Value (as determined in
good faith by the Company) of property other than cash received by the Company or any Restricted Subsidiary from: 
 (I) the
sale or other disposition (other than to the Company or a Restricted Subsidiary of the Company) of Restricted Investments made by the Company and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from
the Company and its Restricted Subsidiaries by any Person (other than the Company or any of its Restricted Subsidiaries) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments, 

(II) the sale (other than to the Company or a Restricted Subsidiary of the Company) of the Capital Stock of an Unrestricted Subsidiary,
or 
 (III) a distribution or dividend from an Unrestricted Subsidiary, plus 

(F) in the event any Unrestricted Subsidiary of the Company has been redesignated as a Restricted Subsidiary or has been merged,
consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Company or a Restricted 

  
 13 









 
Subsidiary of the Company, the Fair Market Value (as determined in good faith by the Company) of the Investment of the Company in such Unrestricted Subsidiary (which, if the Fair Market Value of
such investment shall exceed $4.0 million, shall be determined by the Board of Directors of the Company, a copy of the resolution of which with respect thereto shall be delivered to the Trustee) at the time of such redesignation, combination or
transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary constituted a Permitted Investment). 

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

 “Designated Non-cash Consideration” means the Fair Market Value (as determined in good faith by the Company)
of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of
such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent of the Company (other than Disqualified Stock), that is issued for cash (other than to
the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance
date thereof. 
 “Destruction” means any damage to, loss or destruction of all or any portion of the
Collateral. 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which,
by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event: 
 (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), 

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person, or 

(3) is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of
control or asset sale), 
 in each case prior to 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer
outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed
to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be 

  
 14 









 
required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided,
further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

 “Domestic Subsidiary” means a Restricted Subsidiary that is not a Foreign Subsidiary. 

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period
plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income: 
 (1)
Consolidated Taxes; plus 
 (2) Fixed Charges; plus 

(3) Consolidated Depreciation and Amortization Expense; plus 

(4) Consolidated Non-cash Charges; plus 

(5) any expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any issuance of
Equity Interests, Investment, acquisition, disposition, recapitalization or the Incurrence or repayment of Indebtedness permitted to be Incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such
fees, expenses or charges related to the offering of the Notes, (ii) any amendment or other modification of the Notes or other Indebtedness and (iii) any additional interest in respect of the Notes; plus 

(6) business optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of
doubt, shall include, without limitation, the effect of inventory optimization programs, facility consolidations, retention, systems establishment costs, contract termination costs, future lease commitments and excess pension charges); plus

 (7) any costs or expense Incurred pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or a Subsidiary Guarantor or net
cash proceeds of an issuance of Equity Interests of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; less, without duplication,

 (8) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred
revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period). 

  
 15 









 “Equity Interests” means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 

“Equity Offering” means any public or private sale after the Issue Date of common stock or Preferred Stock of the
Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), other than: 
 (1) public offerings with respect to the Company’s or such direct or indirect parent’s common stock registered on Form S-4 or Form S-8; 

(2) issuances to any Subsidiary of the Company; and 

(3) any such public or private sale that constitutes an Excluded Contribution. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Excluded Assets” means the property and other assets of the Issuers and the
Subsidiary Guarantors that is excluded from the grant of the security interest in favor of the Collateral Agent, on behalf of the Secured Parties, pursuant to the terms of the Security Documents. 

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in
good faith by senior management or the Board of Directors of the Company) received by the Company after the Issue Date from: 
 (1) contributions to its common equity capital, and 
 (2) the sale
(other than to a Subsidiary of the Company or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred
Stock) of the Company, 
 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed
by an Officer of the Company on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be. 
 “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length transaction, for cash, between a willing seller and a willing
and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. 
 “FF&E
Assets” means fixtures, furniture, equipment and related assets of the Company and its Restricted Subsidiaries. 

“FF&E Collateral” means all “Collateral” (or equivalent term) as defined in any FF&E Facility.


  
 16 









 “FF&E Facility” means any agreement relating to indebtedness the
proceeds of which are used for the purchase and/or lease of FF&E Assets or are otherwise secured by FF&E Assets. 

“First Lien Collateral Agent” shall mean, initially, U.S. Bank National Association, solely in its capacity as
collateral agent for the holders of the Notes and in its capacity as collateral agent for the First Lien Secured Parties, together with its successors and permitted assigns under the Indenture and the First Lien Documents exercising substantially
the same rights and powers; provided that (i) after the incurrence of Material First Priority Credit Agreement Obligations, the Authorized Representative with respect to such Material First Priority Credit Agreement Obligations may, at
the election of the Company, be designated the First Lien Collateral Agent and (ii) if such First Lien Collateral Agent is not U.S. Bank National Association, such First Lien Collateral Agent shall have become a party to any applicable First
Lien Intercreditor Agreement, any applicable Second Lien Intercreditor Agreement, and the other applicable First Lien Security Documents. 
 “First Lien Documents” means the credit, guarantee and security documents governing the First Priority Lien Obligations, including, without limitation, the Indenture and the First Lien
Security Documents. 
 “First Lien Intercreditor Agreement” means an intercreditor agreement among the First
Lien Collateral Agent, the Trustee, as representative for the holders, and each Authorized Representative with respect to any Other First Priority Lien Obligations, as representative for the holders of such Other First Priority Lien Obligations, and
consented to by the Issuers, the terms of which reflects the terms described in the Offering Memorandum under the heading “Description of Notes—First Lien Intercreditor Agreement,” as the same may be amended, restated or modified from
time to time. 
 “First Lien Secured Parties” means, at any relevant time, the holders of First Priority Lien
Obligations at such time, including without limitation the Trustee, the Collateral Agent and the holders of the Notes (including the holders of any Additional Notes subsequently issued under and in compliance with the terms of the Indenture),
including any Additional First Lien Secured Parties. 
 “First Lien Security Documents” means the Security
Documents and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted securing First Priority Lien Obligations or under which rights or remedies with respect to such Liens are governed. 

“First Priority After-Acquired Property” means any property of the Company or any Subsidiary Guarantor acquired after
the Issue Date that is intended to secure the Obligations under the Indenture, the Notes and the Security Documents pursuant to the Indenture and the Security Documents other than any Excluded Assets. 

“First Priority Liens” means the Liens securing the Obligations of the Company in respect of the Notes and this
Indenture and all present and future Liens securing Other First Priority Lien Obligations as set forth in the Collateral Agreement. 

  
 17 









 “First Priority Lien Obligations” means (i) all Secured Bank
Indebtedness, (ii) all Notes Obligations and (iii) all other Obligations of the Company or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in each case owing to a
Person that is a holder of Secured Bank Indebtedness or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services. 

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for
such period to the Fixed Charges (other than Fixed Charges in respect of Qualified Non-Recourse Debt) of such Person for such period. In the event that the Company or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any
Indebtedness (other than in the case of revolving credit borrowings, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems
Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the
“Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of
Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations
and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Company or any of its Restricted Subsidiaries has determined to make and/or made
during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations, discontinued operations and operational changes (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the
four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made
any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational
change had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, with respect to each New Project that commences operations and records not less than one full fiscal quarter’s
operations during the four-quarter reference period, the operating results of such New Project will be annualized on a straight line basis during such period. 
 For purposes of this definition, whenever pro forma effect is to be given to any event, the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Company. Any such pro forma calculation may include adjustments 

  
 18 









 
appropriate, in the reasonable good faith determination of the Company as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating
improvements or synergies reasonably expected to result from the applicable event, and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in the Offering Memorandum under the
heading “Summary—Summary Financial and Operating Data” to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. 

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall
be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess
of 12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily
balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be
deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. 
 For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve-month
period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period. 
 “Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of: 

(1) Consolidated Interest Expense of such Person for such period, and 

(2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or
Disqualified Stock of such Person and its Restricted Subsidiaries. 
 “Foreign Subsidiary” means a Restricted
Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof or the District of Columbia and any direct or indirect subsidiary of such Restricted Subsidiary. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect to any Person shall


  
 19 









 
mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted
for as an Investment. 
 “Gaming Authorities” means, in any jurisdiction in which Company or any of its
subsidiaries manages or conducts any casino, gaming business or activities, the applicable gaming board, commission, or other governmental gaming regulatory body or agency which (a) has, or may at any time after issuance of the Notes have,
jurisdiction over the gaming activities of the Company or any of its subsidiaries, or any successor to such authority or (b) is, or may at any time after the issuance of the Notes be, responsible for interpreting, administering and enforcing
the Gaming Laws. 
 “Gaming Laws” means all applicable constitutions, treaties, laws and statutes pursuant to
which any Gaming Authority possesses regulatory, licensing or permit authority over gaming, gambling or casino activities, and all rules, rulings, orders, ordinances or regulations of any Gaming Authority applicable to the gambling, casino or gaming
businesses or activities of the Company or any of its subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the Gaming Authorities. 

“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, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

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

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and
currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to protect
such Person against fluctuations in currency exchange, interest rates or commodity prices. 
 “holder” or
“noteholder” means the Person in whose name a Note is registered on the Registrar’s books. 

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a
Subsidiary. 
 “Indebtedness” means, with respect to any Person: 

(1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect
of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the


  
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deferred and unpaid purchase price of any property (except any such balance that constitutes (i) a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of
business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business), which purchase price is due
more than six months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the
foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor
or otherwise, the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and 

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such
Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value (as determined in good faith by the Company) of such asset at
such date of determination, and (b) the amount of such Indebtedness of such other Person; 
 provided, however, that
notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller or (4) agreements entered into with joint venture or other partners to guarantee the
purchase of a minimum number of hotel rooms. 
 Notwithstanding anything in this Indenture to the contrary, Indebtedness shall
not include, and shall be calculated without giving effect to, the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of
Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the
application of this sentence shall not be deemed an Incurrence of Indebtedness under this Indenture. 

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

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of
nationally recognized standing, that is, in the good faith determination of the Company, qualified to perform the task for which it has been engaged. 

  
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 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or
the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 

“Investment Grade Securities” means: 

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality
thereof (other than Cash Equivalents), 
 (2) securities that have a rating equal to or higher than Baa3 (or
equivalent) by Moody’s and BBB- (or equivalent) by S&P, but excluding any debt securities or loans or advances between and among the Company and its Subsidiaries, 

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and
(2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and 
 (4)
corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition. 

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates)
in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the
ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the
Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and
Section 4.04: 
 (1) “Investments” shall include the portion (proportionate to the Company’s
equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Company) of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:

 (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less

 (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market
Value (as determined in good faith by the Company) of the net assets of such Subsidiary at the time of such redesignation; and 

  
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 (2) any property transferred to or from an Unrestricted Subsidiary shall be
valued at its Fair Market Value (as determined in good faith by the Company) at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company. 

“Issue Date” means February 3, 2012. 
 “Junior Capital” shall mean any unsecured Indebtedness of the Company or any Subsidiary Guarantor to an Affiliate of the Company (other than the Company and its Subsidiaries) which
(a) constitutes Subordinated Indebtedness, (b) has a maturity date and a Weighted Average Life to Maturity at the time such Indebtedness is Incurred which is not less than the maturity date and a Weighted Average Life to Maturity,
respectively, that would result if all payments of principal on such Indebtedness were due on or after the date that is 91 days following the last maturity date of any Notes, and (c) pays interest (other than interest paid in kind) on any date
only to the extent that after giving pro forma effect to the payment of such interest on such Indebtedness, Liquidity shall not be less than $10,000,000; provided, that, any cash interest rate payable in respect of Junior Capital at
any time will not be greater than 100 basis points below the lowest cash interest rate then payable on the Notes or any Additional First Priority Lien Obligations outstanding at such time. 

“Junior Lien Obligations” means Obligations with respect to Indebtedness permitted to be incurred under the Indenture,
which is by its terms intended to be secured on a basis junior to the Liens securing the First Priority Lien Obligations; provided such Lien is permitted to be incurred under the Indenture. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar 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. 
 “Liquidity” means cash and Cash Equivalents that do not constitute Restricted Cash plus
any undrawn revolving loan capacity under any Bank Indebtedness of the Company. 
 “Management Group” means the
group consisting of the directors, executive officers and other management personnel of the Company or any direct or indirect parent of the Company, as the case may be, on the Issue Date together with (1) any new directors whose election by
such boards of directors or whose nomination for election by the shareholders of the Company or any direct or indirect parent of the Company, as applicable, was approved by a vote of a majority of the directors of the Company or any direct or
indirect parent of the Company, as applicable, then still in office who were either directors on the Issue Date or whose election or nomination was previously so approved and (2) executive officers and other management personnel of the Company
or any direct or indirect parent of the Company, as applicable, hired at a time when the directors on the Issue Date together with the directors so approved constituted a majority of the directors of the Company or any direct or indirect parent of
the Company, as applicable. 

  
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 “Material First Priority Credit Agreement Obligations” means term loan
and/or revolving loan Bank Indebtedness constituting Credit Agreement Obligations outstanding at any time the aggregate principal amount of which, plus the aggregate outstanding amount of commitments therefor, are equal to or greater than $50.0
million. 
 “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof. 
 “Mortgaged Properties” means the Real Properties owned or leased by the Company or any
Subsidiary Guarantor encumbered or to be encumbered by a Mortgage to secure the First Priority Lien Obligations. 

“Mortgages” means, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases
and rents, and other security documents delivered with respect to Mortgaged Properties, as amended, supplemented or otherwise modified from time to time. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

 “Net Insurance Proceeds” means the insurance proceeds (excluding liability insurance proceeds payable to the
Collateral Agent for any loss, liability or expense incurred by it and excluding the proceeds of business interruption insurance) or condemnation awards actually received by the Company or any Restricted Subsidiary as a result of the Destruction or
Taking of all or any portion of the Collateral, net of: 
 (1) reasonable out-of-pocket expenses and fees relating to such
Taking or Destruction (including, without limitation, expenses of attorneys and insurance adjusters); and 
 (2) repayment of
Indebtedness that is secured by the property or assets that are the subject of such Taking or Destruction ; provided that, in the case of any Destruction or Taking involving Collateral, the Lien securing such Indebtedness constitutes a Lien
permitted by the Indenture to be senior to the Liens securing the Notes. 
 “Net Proceeds” means the aggregate
cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration
received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of
Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without
limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes 

  
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paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the
repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)(i)) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Company as a
reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 
 “New Project” means each capital project that is either a new project or a new feature of an existing project owned by the Company or its Restricted Subsidiaries which receives a
certificate of completion or occupancy and all relevant licenses, and in fact commences operations. 
 “Note
Guarantee” means any guarantee of the obligations of the Company under this Indenture and the Notes by any Person in accordance with the provisions of this Indenture. 
 “Notes Obligations” means Obligations in respect of the Notes, the Indenture and the Security Documents, including, for the avoidance of doubt, Obligations in respect of exchange notes
and guarantees thereof and all advances to, and debts, liabilities, obligations, covenants and duties of, the Issuers or any Subsidiary Guarantor arising under the Indenture and any other First Lien Documents relating to the Notes, whether or not
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuers, any Subsidiary
Guarantor or any Affiliate thereof of any proceeding in bankruptcy or insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without
limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the
Notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the holders of the Notes. 
 “Offering Memorandum” means the confidential offering memorandum, dated January 27, 2012, relating to the issuance of the Initial Notes. 

“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive
Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company. 

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, who must
be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, which meets the requirements set forth in this Indenture. 

  
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 “Operations Management Agreement” means the First Amended and Restated
Chester Downs Management Agreement dated as of August 31, 2009 by and between Harrah’s Chester Downs Management Company, LLC and any other real estate management agreements and any other operating management agreement entered into by the
Company or any of its Restricted Subsidiaries with Caesars Entertainment Corporation or with any other direct or indirect Subsidiary of Caesars Entertainment Corporation, and any and all modifications thereto, substitutions therefor and replacements
thereof so long as such other agreements modifications, substitutions and replacements are not materially less favorable, taken as a whole, to the Company and its Restricted Subsidiaries than the terms of such agreement as in effect on the Issue
Date. 
 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The
counsel may be an employee of or counsel to the Company or the Trustee. 
 “Other First Priority Lien
Obligations” means other Indebtedness of the Company and its Restricted Subsidiaries that is equally and ratably secured with the Notes as permitted by this Indenture and is designated by the Company as an Other First Priority Lien
Obligation. 
 “Pari Passu Indebtedness” means: 

(1) with respect to the Company, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes;
and 
 (2) with respect to any Subsidiary Guarantor, its obligations in respect of the Notes and any Indebtedness
which ranks pari passu in right of payment to such Subsidiary Guarantor’s obligations in respect of the Notes. 

“Permitted Holders” means, at any time, each of (i) Caesars Operating, (ii) Caesars Entertainment Corporation,
(iii) the Sponsors, (iv) the Management Group, (v) any Person that has no material assets other than the Capital Stock of the Company and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of
the Company, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in clauses
(i) through (iv) above, holds more than 50% of the total voting power of the Voting Stock thereof and (vi) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor
provision) the members of which include any of the Permitted Holders specified in clauses (i) through (iv) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Company (a
“Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other
“group” (other than the Permitted Holders specified in clauses (i) through (iv) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group
whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an
additional Permitted Holder. 

  
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 “Permitted Investments” means: 

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

(2) any Investment in Cash Equivalents or Investment Grade Securities; 

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person if as a result of such
Investment (a) such Person becomes a Restricted Subsidiary of the Company, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or
substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; 
 (4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other
disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on, or made pursuant to
binding commitments existing on, the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as
required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture; 
 (6) advances to employees, taken together with all other advances made pursuant to this clause (6), not to exceed $1.25 million at any one time outstanding; 

(7) any Investment acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other
Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, or
(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(8) Hedging Obligations permitted under Section 4.03(b)(x); 

(9) (i) Investments by the Company or any of its Restricted Subsidiaries in any joint venture or other Person the purpose
of which is the development, construction or support of a hotel in respect of the Chester Facility having an aggregate Fair Market Value (as determined in good faith by the Company), taken together with all other Investments made pursuant to this
clause (9)(i) that are at that time outstanding, not to exceed $25.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value) and (ii) Investments in
any such joint venture or Person of the type consisting of guarantees under Section 4.07(b)(xxii) or in respect of Liens described under clause (29) of the definition of “Permitted Liens”, provided, however,
that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of the Company 

  
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at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant
to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary; 
 (10) additional Investments by the Company or any of its Restricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith by the Company), taken together with all other
Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of (x) $10.0 million and (y) 3.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment
being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not a Restricted Subsidiary of the Company at
the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been
made pursuant to this clause (10) for so long as such Person continues to be a Restricted Subsidiary; 

(11) loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and
other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund such person’s purchase of Equity Interests of the Company or any direct or indirect parent of the Company; 

(12) Investments the payment for which consists of Equity Interests of the Company (other than Disqualified Stock) or any
direct or indirect parent of the Company, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (C) of the definition of “Cumulative
Credit”; 
 (13) any transaction to the extent it constitutes an Investment that is permitted by and
made in accordance with the provisions of Section 4.07(b) (except transactions described in clauses (ii), (v), (vi), (x) and (xi)(B) of such Section); 
 (14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; 

(15) guarantees issued in accordance with Section 4.03 and Section 4.12, including, without limitation, any
guarantee or other obligation issued or Incurred in connection with any letter of credit issued for the account of Caesars Entertainment Corporation or any of its subsidiaries (including with respect to the issuance of, or payments in respect of
drawings under, such letters of credit); 
 (16) Investments consisting of or to finance purchases and
acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property; 

  
 28 









 (17) any Investment in an entity or purchase of a business or assets in each
case owned (or previously owned) by a customer of a Restricted Subsidiary as a condition or in connection with such customer (or any member of such customer’s group) contracting with a Restricted Subsidiary, in each case in the ordinary course
of business; 
 (18) Investments of a Restricted Subsidiary of the Company acquired after the Issue Date or of an
entity merged into, amalgamated with or consolidated with the Company or a Restricted Subsidiary of the Company in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in
contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and 

(19) any Investment in any Subsidiary of the Company or any joint venture in connection with intercompany cash management
arrangements or related activities arising in the ordinary course of business. 
 “Permitted Liens” means, with
respect to any Person: 
 (1) pledges or deposits by such Person under workmen’s compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred
in the ordinary course of business; 
 (2) Liens imposed by law, such as carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding
with an appeal or other proceedings for review; 
 (3) Liens for taxes, assessments or other governmental charges
not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings; 
 (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of
such Person in the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements
or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the
conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair
their use in the operation of the business of such Person; 

  
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 (6) (A) Liens on assets of a Restricted Subsidiary that is not a Subsidiary
Guarantor securing Indebtedness of such Restricted Subsidiary permitted to be Incurred pursuant to Section 4.03, (B) Liens securing First Priority Lien Obligations in an aggregate principal amount not to exceed the greater of (x) the
aggregate principal amount of Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(i) and (y) the maximum principal amount of Indebtedness that, as of the date such Indebtedness was Incurred, and after giving effect to the
Incurrence of such Indebtedness and the application of proceeds therefrom on such date, would not cause the Secured Indebtedness Leverage Ratio of the Company to exceed 3.00 to 1.00, provided that, with respect to Liens securing First
Priority Lien Obligations permitted under this subclause (B), the Notes are secured by Liens on the assets subject to such Liens on at least a pari passu basis with the Liens securing all such First Priority Lien Obligations, with the priority and
subject to intercreditor arrangements, in each case no less favorable to the holders of the Notes than those contemplated by Article XI of this Indenture; (C) Liens securing Indebtedness permitted to be Incurred pursuant to clause (iv), (xii),
(xvi) or (xxii) of Section 4.03(b) (provided that (1) in the case of clause (iv), such Lien extends only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which
is financed thereby and any proceeds or products thereof and (2) in the case of clause (xxii) such Lien applies only to FF&E Assets; and (D) Liens securing the Notes Obligations; 

(7) Liens existing on the Issue Date; 

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,
however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the
Company or any Restricted Subsidiary of the Company; 
 (9) Liens on assets or property at the time the Company
or a Restricted Subsidiary of the Company acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary of the Company; provided, however,
that such Liens are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary of the
Company; 
 (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company
or another Restricted Subsidiary of the Company permitted to be Incurred in accordance with Section 4.03; 

(11) Liens securing Hedging Obligations not Incurred in violation of this Indenture; provided that with respect to
Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness; 

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s
obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

  
 30 









 (13) leases and subleases of real property which do not materially interfere
with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; 
 (14) Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 

(15) Liens in favor of the Company or any Subsidiary Guarantor; 

(16) deposits made in the ordinary course of business to secure liability to insurance carriers; 

(17) Liens on the Equity Interests of Unrestricted Subsidiaries; 

(18) grants of software and other technology licenses in the ordinary course of business; 

(19) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings,
refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11) and (15); provided, however, that (x) such new
Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum
of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under this Indenture,
and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; provided further, however, that in the case of any Liens to secure any refinancing,
refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause
(6)(B) and not this clause (19) for purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B) for purposes of the definition of Secured Bank Indebtedness; 

(20) Liens on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to the
Company’s or such Restricted Subsidiary’s client at which such equipment is located; 
 (21) judgment
and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 

  
 31 









 (22) Liens arising out of conditional sale, title retention, consignment or
similar arrangements for the sale of goods entered into in the ordinary course of business; 
 (23) Liens
Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business; 
 (24) other Liens securing obligations Incurred in the ordinary course of business which obligations do not exceed $10.0 million at any one time outstanding; 

(25) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint
venture or similar arrangement pursuant to any joint venture or similar agreement; 
 (26) any amounts held by a
trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Company or any Restricted Subsidiary; 
 (27) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained
with a depository or financial institution; 
 (28) Liens that rank junior to the Liens securing the Notes and
securing the Junior Lien Obligations; and 
 (29) Liens consisting of leases, licenses, easements, covenants,
rights of way or similar instruments granted in connection with the development, construction or support of any hotel in respect of the Chester Facility; provided that any such lease, license, easement, covenant, right of way or similar instrument
does not materially impair the operation of the Chester Facility. 
 “Person” means any individual,
corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation,
dissolution, or winding up. 
 “Qualified Non-Recourse Debt” means Indebtedness that (1) is
(a) Incurred by a Qualified Non-Recourse Subsidiary to finance (whether prior to or within 270 days after) the acquisition, lease, construction, repair, replacement or improvement of any property (real or personal) or equipment (whether through
the direct purchase of property or the Equity Interests of any person owning such property and whether in a single acquisition or a series of related acquisitions) or (b) assumed by a Qualified Non-Recourse Subsidiary, (2) is non-recourse
to the Company and any Subsidiary Guarantor and (3) is non-recourse to any Restricted Subsidiary that is not a Qualified Non-Recourse Subsidiary. 
 “Qualified Non-Recourse Subsidiary” means (1) a Restricted Subsidiary that is not a Subsidiary Guarantor and that is formed or created after the Issue Date in order to finance


  
 32 









 
an acquisition, lease, construction, repair, replacement or improvement of any property or equipment (directly or through one of its Subsidiaries) that secures Qualified Non-Recourse Debt and
(2) any Restricted Subsidiary of a Qualified Non-Recourse Subsidiary. 
 “Rating Agency” means
(1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of
Section 3(a)(62) under the Exchange Act selected by the Company or any direct or indirect parent of the Company as a replacement agency for Moody’s or S&P, as the case may be. 

“Real Property” means, collectively, all right, title and interests (including any leasehold, mineral or other estate)
in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all
buildings, structures, parking areas and improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof. 

“Representative” means the trustee, agent or representative (if any) for an issue of Indebtedness; provided that
if, and for so long as, such Indebtedness lacks such a Representative, then the Representative for such Indebtedness shall at all times constitute the holder or holders of a majority in outstanding principal amount of obligations under such
Indebtedness. 
 “Responsible Officer” means, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture. 
 “Restricted Cash” means cash and Cash Equivalents
held by Restricted Subsidiaries that are contractually restricted from being distributed to the Company, except for (i) such cash and Cash Equivalents subject only to such restrictions that are contained in agreements governing Indebtedness
permitted under this Indenture and that are secured by such cash or Cash Equivalents and (ii) cash and Cash Equivalents constituting “cage cash.” 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this
Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Company. 
 “Retired
Notes Amount” means, at any time, an amount equal to $330.0 million less the aggregate principal amount of Notes originally incurred on the Issue Date outstanding at such time. 

  
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 “Reversion Date” means the date on which one or both of the Rating Agencies
withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating. 

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by the Company or
a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary leases it from such Person, other than leases between the Company and a Restricted Subsidiary of
the Company or between Restricted Subsidiaries of the Company. 
 “S&P” means Standard &
Poor’s Ratings Group or any successor to the rating agency business thereof. 
 “SEC” means the Securities
and Exchange Commission. 
 “Second Lien Intercreditor Agreement” means an intercreditor agreement among the
First Lien Collateral Agent, the Trustee, as representative for the holders, each Authorized Representative with respect to any Other First Lien Obligations, the collateral agent and each authorized representative of any Second Priority Lien
Obligations, and the other parties thereto from time to time, and consented to by the Issuers, the terms of which reflects the terms described in the “Description of Notes—Second Lien Intercreditor Agreement” section of the Offering
Memorandum, as the same made be amended, restated or modified from time to time. 
 “Second Priority Lien
Obligations” means any Junior Lien Obligations that are subject to the Second Lien Intercreditor Agreement. 

“Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred
pursuant to clause (6)(B) of the definition of Permitted Liens. 
 “Secured Indebtedness” means any
Indebtedness secured by a Lien. 
 “Secured Indebtedness Leverage Ratio” means, with respect to any Person, at
any date the ratio of (i) Consolidated Total Indebtedness constituting First Priority Lien Obligations of such Person and its Restricted Subsidiaries as of such date of calculation to (ii) EBITDA of such Person for the four full fiscal
quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Company or any of its Restricted Subsidiaries Incurs, repays, repurchases or
redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the
“Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as if the same had
occurred at the beginning of the applicable four-quarter period; provided that the Company may elect pursuant to an Officer’s Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as
being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time. 

  
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 For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Company or any of its
Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date shall be calculated on a
pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change of any associated Indebtedness and the change in
EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any
Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation or operational change, in each case with respect to an operating unit of a
business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,
discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. For purposes of making the computation referred to above, with respect to each New Project that
commences operations and records not less than one full fiscal quarter’s operations during the four-quarter reference period, the operating results of such New Project will be annualized on a straight line basis during such period. 

For purposes of this definition, whenever pro forma effect is to be given to any event, the pro forma calculations shall be
made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an
Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event and (2) all adjustments of the nature used in connection with the
calculation of “Adjusted EBITDA” as set forth in the Offering Memorandum under the heading “Summary—Summary Financial and Operating Data” to the extent such adjustments, without duplication, continue to be applicable to such
four-quarter period. 
 For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to
U.S. dollars based on the average exchange rate for such currency for the most recent twelve-month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Security Documents” means the Collateral Agreement and the security agreements,
pledge agreements, collateral assignments, Mortgages and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests
in the Collateral as contemplated by this Indenture. 

  
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 “Series” means (a) with respect to the First Lien Secured Parties,
each of (i) the Credit Agreement Secured Parties (in their capacities as such), (ii) the holders of the Notes and the Trustee, each in their capacity as such) and (iii) the Additional First Lien Secured Parties that become subject to
the First Lien Intercreditor Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Additional First Lien Secured Parties) and (b) with respect to any First Priority Lien
Obligations, each of (i) the Credit Agreement Obligations, (ii) the Notes Obligations and (iii) the Additional First Priority Lien Obligations incurred pursuant to any applicable agreement, which pursuant to any joinder agreement, are
to be represented under the First Lien Intercreditor Agreement by a common Authorized Representative (in its capacity as such for such Additional First Priority Lien Obligations). 

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of
the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provision). 

“Similar Business” means a business, the majority of whose revenues are derived from the activities of the Company and
its Subsidiaries as of the Issue Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto. 

“Specified Amount” means (1) at any time after the Issue Date until the 12 month anniversary of the Issue Date,
$10,000,000, (2) at any time after the Company has made a Specified Restricted Payment until the 12-month anniversary of the making of such Specified Restricted Payment, $10,000,000 and (3) at any time more than 12 months has elapsed since
the later of the Issue Date and the date of the most recent Specified Restricted Payment (such date, the “Measurement Date”), an amount equal to the lesser of (i) $10,000,000 for each 12 month period that has elapsed since the
Measurement Date and (ii) 50% of the amount of the Specified Restricted Payment that triggers the obligation to repay, repurchase or offer to purchase the Notes in an amount equal to the Specified Amount pursuant to Section 4.09.

 “Sponsors” means (i) Apollo Management, L.P. and any of its respective Affiliates other than any
portfolio companies (other than Caesars Entertainment Corporation, Caesars Operating or any Person whose assets principally comprise of the assets of either Caesars Entertainment Corporation or Caesars Operating) (collectively, the “Apollo
Sponsors”), (ii) Texas Pacific Group and any of its respective Affiliates other than any portfolio companies (other than Caesars Entertainment Corporation, Caesars Operating or any Person whose assets principally comprise of the assets
of either Caesars Entertainment Corporation or Caesars Operating) (collectively, the “Texas Pacific Sponsors”), (iii) any individual who is a partner or employee of an Apollo Sponsor or a Texas Pacific Sponsor that is licensed
by a relevant gaming authority on the Issue Date or thereafter replaces such licensee and (iv) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision)
with any Apollo Sponsors and/or Texas Pacific Sponsors; provided that the Apollo Sponsors and/or the Texas Pacific Sponsors (x) owns a majority of the voting power and (y) controls a majority of the Board of Directors of the Company.


  
 36 









 “Stated Maturity” means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at
the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 
 “Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and
(b) with respect to any Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor which is by its terms subordinated in right of payment to obligations in respect of the Notes. 

“Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other
than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (2) any partnership, joint venture or limited
liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is
a controlling general partner or otherwise controls such entity. 
 “Subsidiary Guarantor” means any Subsidiary
of the Company that is subject to a Note Guarantee; provided that upon the release or discharge of such Subsidiary from its obligations under its Note Guarantee in accordance with this Indenture or the Security Documents, such Subsidiary
ceases to be a Subsidiary Guarantor. 
 “Suspension Period” means the period of time between a Covenant
Suspension Event and the related Reversion Date. 
 “Taking” means any taking of all or any portion of the
Collateral by condemnation or other eminent domain proceedings, pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of all or any portion of the Collateral by any governmental authority, civil
or military, or any sale pursuant to the exercise by any such governmental authority of any right which it may then have to purchase or designate a purchaser or to order a sale of all or any portion of the Collateral. 

“Tax Distributions” means any distributions described in Section 4.04(b)(xi). 

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
as in effect on the date of this Indenture. 

  
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 “Total Assets” means the total consolidated assets of the Company and its
Restricted Subsidiaries, as shown on the most recent balance sheet of the Company, without giving effect to any amortization of the amount of intangible assets since October 1, 2011. 

“Transactions” means the transactions described in the “Use of Proceeds” section of the Offering Memorandum,
including without limitation the Restricted Payment of up to $92.5 million of the proceeds of the Initial Notes to Caesars Operating or one of its subsidiaries on or following the Issue Date. 

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date or, in
the case of a satisfaction and discharge or a defeasance, at least two Business Days prior to the date on which the Issuers deposit the amounts required under the Indenture (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from such redemption date to February 1, 2016; provided, however, that if the period from such redemption date to February 1, 2016 is less than one year, the
weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 
 “Trust Officer” means: 
 (1) any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject, and 

(2) who shall have direct responsibility for the administration of this Indenture. 

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the
successor. 
 “Uniform Commercial Code” or “UCC” means the New York Uniform Commercial Code as
in effect from time to time. 
 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors of such Person in the manner provided below; and 
 (2) any Subsidiary of an Unrestricted
Subsidiary; 

  
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 The Company may designate any Subsidiary of the Company (including any newly acquired or
newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any
Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries; provided, further, however, that either: 

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under
Section 4.04. 
 The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation: 
 (x) (1) the Company could Incur $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a), or (2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its
Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and 
 (y) no Event of Default shall have occurred and be continuing. 
 Any such
designation by Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors or any committee thereof of the Company giving effect to such designation and an Officer’s
Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Government
Obligations” means securities that are: 
 (1) direct obligations of the United States of America for
the timely payment of which its full faith and credit is pledged, or 
 (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account
of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such 


  
 39 









 
depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations
evidenced by such depository receipt. 
 “Voting Stock” of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
 “Weighted
Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the
date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by
(2) the sum of all such payments. 
 “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary
that is a Restricted Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person
100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares required to be held by Foreign Subsidiaries) shall at the time be owned by such Person or by one or more Wholly Owned
Subsidiaries of such Person. 
 SECTION 1.02. Other Definitions. 

 

			
	 Term
	  	 Defined in
Section

		
	 “Affiliate Transaction”
	  	4.07
	 “Asset Sale Offer”
	  	4.06(b)
	 “Bankruptcy Law”
	  	6.01
	 “Change of Control Offer”
	  	4.08(b)
	 “Company”
	  	Preamble
	 “Chester Finance”
	  	Preamble
	 “covenant defeasance option”
	  	8.01(b)
	 “Covenant Suspension Event”
	  	4.17
	 “Custodian”
	  	6.01
	 “Definitive Note”
	  	Appendix A
	 “Depository”
	  	Appendix A
	 “Disqualified Holder”
	  	2.15
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.06(b)
	 “Exchange Notes”
	  	Preamble
	 “Global Notes”
	  	Appendix A
	 “Global Notes Legend”
	  	Appendix A
	 “Guaranteed Obligations”
	  	12.01(a)
	 “IAI”
	  	Appendix A
	 “Initial Notes”
	  	Preamble
	 “Interest Payment Date”
	  	Exhibit A


  
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	 Term
	  	 Defined in
Section

		
	 “Issuers”
	  	Preamble
	 “legal defeasance option”
	  	8.01(b)
	 “Notes”
	  	Preamble
	 “Notes Custodian”
	  	Appendix A
	 “Notice of Default”
	  	6.01
	 “Offer Period”
	  	4.06(d)
	 “Paying Agent”
	  	2.04(a)
	 “protected purchaser”
	  	2.08
	 “QIB”
	  	Appendix A
	 “Record Date”
	  	Exhibit A
	 “Refinancing Indebtedness”
	  	4.03(b)
	 “Refunding Capital Stock”
	  	4.04(b)
	 “Registrar”
	  	2.04(a)
	 “Regulation S”
	  	Appendix A
	 “Regulation S Notes”
	  	Appendix A
	 “Restricted Notes Legend”
	  	Appendix A
	 “Restricted Payment”
	  	4.04(a)
	 “Restricted Period”
	  	Appendix A
	 “Retired Capital Stock”
	  	4.04(b)
	 “Reversion Date”
	  	4.17
	 “Rule 501”
	  	Appendix A
	 “Rule 144A”
	  	Appendix A
	 “Rule 144A Notes”
	  	Appendix A
	 “Second Commitment”
	  	4.06(b)
	 “Specified Restricted Payment”
	  	4.04
	 “Specified Restricted Payment Offer”
	  	4.09
	 “Successor Company”
	  	5.01(a)
	 “Suspended Covenants”
	  	4.17
	 “Transfer Restricted Definitive Notes”
	  	Appendix A
	 “Transfer Restricted Global Notes”
	  	Appendix A
	 “Unrestricted Definitive Notes”
	  	Appendix A
	 “Unrestricted Global Notes”
	  	Appendix A

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated in and made part of this Indenture. The following TIA terms have the following meanings: 
 “Commission” means the SEC. 
 “indenture
securities” means the Notes and any Note Guarantee. 
 “indenture security holder” means a holder.

 “indenture to be qualified” means this Indenture. 

  
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 “indenture trustee” or “institutional trustee” means the
Trustee. 
 “obligor” on the indenture securities means the Issuers and each Subsidiary Guarantor and any other
obligor on 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 have the meanings assigned to them by such definitions. 
 SECTION 1.04. Rules of
Construction. Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 

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

(c) “or” is not exclusive; 
 (d) “including” means including without limitation; 
 (e) words
in the singular include the plural and words in the plural include the singular; 
 (f) unsecured Indebtedness shall not be
deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 
 (g) the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 

(h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the
maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; 
 (i)
unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with
GAAP; and 
 (j) “$” and “U.S. dollars” each refer to United States dollars, or such other
money of the United States of America that at the time of payment is legal tender for payment of public and private debts. 

  
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 ARTICLE II 
 THE NOTES 
 SECTION 2.01. Amount of Notes. The aggregate
principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $330,000,000. 

The Issuers may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so
long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this
Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09,
3.06, 4.06(f), 4.08(c), 4.09(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or
(ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: 
 (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture, 

(2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional
Notes shall accrue; and 
 (3) if applicable, that such Additional Notes shall be issuable in whole or in part in
the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A
hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global
Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. 
 If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the
Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. 

The Initial Notes, including any Additional Notes, may, at the Issuers’ option, be treated as a single class for all purposes under
this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. 
 SECTION 2.02.
Form and Dating. Provisions relating to the Initial Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes and the Trustee’s certificate of
authentication and (ii) any Additional Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture.
The Notes may have notations, legends or endorsements required by law, stock 

  
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exchange rule, agreements to which the Issuers or any Subsidiary Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to
the Company). Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without interest coupons and in denominations of $2,000 and any integral multiples of $1,000. 

SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written
order of the Company signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $330,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal
amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the
original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue
Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. 
 One Officer
shall sign the Notes for each of the Issuers by manual or facsimile signature. 
 If an Officer whose signature is on a Note no
longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 
 A Note shall
not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 

The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to authenticate the Notes. Any such
appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, 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 any Registrar, Paying Agent or agent for service of notices and demands. 

SECTION 2.04. Registrar and Paying Agent. 
 (a) The Issuers shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency
where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuers may have one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and
the Notes Custodian with respect to the Global Notes. 

  
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 (b) The Issuers may enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee in writing of the name and address of
any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized
Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
 (c) The Issuers may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate
agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the
appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee; provided, however, that the Trustee may resign as Paying Agent or
Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08. 
 SECTION 2.05. Paying
Agent to Hold Money in Trust. Prior to each due date of the principal of and interest on any Note, the Company shall deposit with each Paying Agent (or if the Company or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in
trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold
in trust for the benefit of holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment. If the Company or a
Wholly Owned Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuers at any time may require a Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further liability for the money delivered to the Trustee. 

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. If the Trustee is not the Registrar, the Issuers shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of holders. 
 SECTION 2.07. Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance
with Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a
request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as 

  
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requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request.
The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need
not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed.

 Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent and the
Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or
not such Note is overdue, and none of the Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 
 Any holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a
book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be
reflected in a book entry. 
 All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 SECTION 2.08. Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers
shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the holder (a) satisfies the Issuers or the Trustee within a reasonable time after
such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuers, such
holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, a Paying Agent and the Registrar from any loss or liability that any of them may suffer if a Note is replaced and
subsequently presented or claimed for payment. The Issuers and the Trustee may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements in replacing such Note). In the event any
such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuers in their discretion may pay such Note instead of issuing a new Note in replacement thereof. 

Every replacement Note is an additional obligation of the Issuers. 

  
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 The provisions of this Section 2.08 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes. 
 SECTION 2.09. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those
described in this Section as not outstanding. Subject to Section 13.06, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note. 

If a Note is replaced pursuant to Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be
outstanding unless the Trustee and the Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.08. 
 If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date
or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the
holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

SECTION 2.10. [Intentionally Omitted.] 
 SECTION 2.11. Cancellation. The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and each 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 or cancellation and shall dispose of canceled Notes in accordance with its
customary procedures. The Issuers may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of
this Indenture. 
 SECTION 2.12. Defaulted Interest. If the Issuers default in a payment of interest on the Notes,
the Issuers shall pay the defaulted interest then borne by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuers may pay the defaulted interest to the Persons who are holders on a
subsequent special record date. The Issuers shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected holder a notice
that states the special record date, the payment date and the amount of defaulted interest to be paid. 
 SECTION 2.13.
CUSIP Numbers, ISINs, Etc. The Issuers in issuing the Notes may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common
Code” numbers in notices of redemption as a convenience to holders; provided, however, 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


  
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as contained in any notice of a redemption that reliance may be placed only on the other identification numbers printed on the Notes and that any such redemption shall not be affected by any
defect in or omission of such numbers. The Issuers shall advise in writing the Trustee of any change in the CUSIP numbers, ISINs and “Common Code” numbers. 
 SECTION 2.14. Calculation of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of
determination. With respect to any matter requiring consent, waiver, approval or other action of the holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of
determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then
outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 13.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuers and delivered
to the Trustee pursuant to an Officers’ Certificate. 
 SECTION 2.15. Mandatory Disposition Pursuant to Gaming
Laws. Each person that holds or acquires beneficial ownership of any of the Notes shall be deemed to have agreed, by accepting such Notes, that if any Gaming Authority requires such person to be approved, licensed, qualified or found suitable
under applicable Gaming Laws, such holder or beneficial owner, as the case may be, shall apply for a license, qualification or finding of suitability within the required time period. 

If a person required to apply or become licensed or qualified or be found suitable fails to do so (a “Disqualified
Holder”), the Issuers shall have the right, at their election, (1) to require such person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of such election or such earlier date as may be
required by such Gaming Authority or (2) to redeem such Notes at a redemption price that, unless otherwise directed by such Gaming Authority, shall be at a redemption price that is equal to the lesser of: 

(a) such person’s cost, or 
 (b) 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the earlier of (i) the redemption date or (ii) the date such person became a Disqualified Holder.

 The Company shall notify the Trustee and applicable Gaming Authority in writing of any such redemption as soon as
practicable. The Company shall not be responsible for any costs or expenses any such holder may Incur in connection with its application for a license, qualification or finding of suitability. 

ARTICLE III 
 REDEMPTION 
 SECTION 3.01. Redemption. The Notes may be
redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 

  
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5 of the form of Note set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the
redemption date. 
 SECTION 3.02. Applicability of Article. Redemption of Notes at the election of the Issuers or
otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article. 
 SECTION 3.03. Notices to Trustee. If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Paragraph 5 of the Note, they shall notify the Trustee in writing of
(i) the Section of this Indenture (or the provisions of Exhibit A hereto) pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption
price. The Issuers shall give notice to the Trustee provided for in this paragraph at least 35 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the Note, unless a shorter period is acceptable to
the Trustee. Such notice shall be accompanied by an Officers’ Certificate and Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein, as well as such notice required to be delivered under
Section 3.05 below. If fewer than all the Notes are to be redeemed, the record date relating to such redemption shall be selected by the Issuers and given to the Trustee, which record date shall be not fewer than 15 days after the date of
notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any holder and shall thereby be void and of no effect. 
 SECTION 3.04. Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee on a pro rata basis by lot or by such
other method as may be required or applied by the Depository’s rules and procedures to the extent practicable; provided that no Notes of $2,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding
Notes not previously called for redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in amounts of $2,000 or any
integral multiple of $1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be
redeemed. 
 SECTION 3.05. Notice of Optional Redemption. 

(a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Note, the Issuers shall deliver or
cause to be delivered a notice of redemption to each holder whose Notes are to be redeemed. 
 Any such notice shall identify
the Notes to be redeemed and shall state: 
 (i) the redemption date; 

(ii) the redemption price and the amount of accrued interest to the redemption date; 

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

  
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 (iv) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price, plus accrued interest; 
 (v) if fewer than all the outstanding
Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial
redemption; 
 (vi) that, unless the Issuers default in making such redemption payment or the Paying Agent is
prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 

(vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Notes being redeemed;
and 
 (viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or
“Common Code” number, if any, listed in such notice or printed on the Notes. 
 (b) At the Issuers’
request, the Trustee shall give the notice of redemption in the Issuers’ name and at the Issuers’ expense. In such event, the Issuers shall provide the Trustee with the information required by this Section at least five Business Days prior
to the date such notice is to be provided to holders in the final form such notice is to be delivered to holders and such notice may not be canceled. 
 SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.05, Notes called for redemption become due and payable on the redemption
date and at the redemption price stated in the notice, except as provided in the final sentence of paragraph 5 of the Notes. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus
accrued interest, to, but not including, the redemption date; provided, however, that if the redemption date is after a regular Record Date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the holder
of the redeemed Notes registered on the relevant Record Date. Failure to give notice or any defect in the notice to any holder shall not affect the validity of the notice to any other holder. 

SECTION 3.07. Deposit of Redemption Price. With respect to any Notes, prior to 10:00 a.m., New York City time, on the
redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all
Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Company to the Trustee for cancellation. On and after the redemption date, interest shall cease to
accrue on Notes or portions thereof called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be redeemed, unless the Paying
Agent is prohibited from making such payment pursuant to the terms of this Indenture. 

  
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 SECTION 3.08. Notes Redeemed in Part. Upon surrender of a Note that is redeemed
in part, the Issuers shall execute and the Trustee shall authenticate for the holder (at the Issuers’ expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

ARTICLE IV 

COVENANTS 

SECTION 4.01. Payment of Notes. The Issuers shall promptly pay the principal of and interest on the Notes on the dates and in
the manner provided in the Notes and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. Eastern time money sufficient to pay
all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture. 

The Issuers shall pay interest on overdue principal at the rate specified therefor in the Notes, and they shall pay interest on overdue
installments of interest at the same rate borne by the Notes to the extent lawful. 
 SECTION 4.02. Reports and Other
Information. 
 (a) At all times when the Company is not subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company will, so long as any Notes are outstanding, 
 (i) deliver to the Trustee a copy
of the following information and reports of the Company and its Restricted Subsidiaries prepared on a consolidated basis in accordance with GAAP (as in effect at such time) and containing detail substantially consistent with the corresponding
information included in the Offering Memorandum: (a) within 105 days of the end of each fiscal year, annual audited financial statements for such fiscal year (along with customary comparative results) and (b) within 60 days of the end of
each of the first three fiscal quarters of every fiscal year, unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter (along with comparative results for the corresponding interim
period in the prior year), in each case including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented, a presentation of “Property EBITDA” and
“Adjusted EBITDA” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and 

(ii) substantially concurrently with the furnishing or delivering such information to the Trustee pursuant to clause
(i) above, the Company shall also post copies of such information required by clause (i) above on a website (which may be 

  
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nonpublic and may be maintained by the Company or a third party) to which access will be given to the Holders, prospective investors in the Notes (which prospective investors shall be limited to
“qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the
Company), and securities analysts and market making financial institutions that are reasonably satisfactory to the Company. 

(b) Notwithstanding the foregoing, (a) the Company may satisfy its obligations to deliver the information referred to in
Section 4.02(a) above by filing that information for public availability with the SEC, (b) so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, no certifications or
attestations concerning the financial statements or disclosure controls and procedures or internal control that would otherwise be required pursuant to the Sarbanes-Oxley Act of 2002 shall be required and (c) nothing contained in this Indenture
shall otherwise require the Company to comply with the terms of the Sarbanes-Oxley Act of 2002 at any time when it would not otherwise be subject to such statute. 
 (c) At all times when the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will, so long as any Notes are outstanding, furnish to the Trustee
and the holders of the Notes (which may be satisfied by posting materials to the SEC’s EDGAR service), in each case within the time period specified in the SEC’s rules and regulations for non-accelerated filers: 

(i) all quarterly and annual information required to be contained in a filing with the SEC on Forms 10-Q and 10-K,
including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent
registered public accounting firm; and 
 (ii) all current reports required to be filed with the SEC on Form 8-K.

 (d) In addition, the Company will make such information available to prospective investors upon request (which prospective
investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the
reasonable satisfaction of the Company). In addition, the Company has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to
furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to such prospective investors, upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act. 
 (e) On the date of this Indenture, the Company is not subject to the requirements of
Section 13 or 15(d) of the Exchange Act and is not a non-accelerated filer. The Company will notify the Trustee in writing within 60 days of becoming subject to the requirements of Section 13 or 15(d) of the Exchange Act or of becoming a
non-accelerated filer. 

  
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 SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified
Stock and Preferred Stock. 
 (a) (i) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Company shall not permit any of its Restricted Subsidiaries (other than a Subsidiary Guarantor) to issue
any shares of Preferred Stock; provided, however, that the Company and any Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock if the Fixed Charge Coverage Ratio of the Company
for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued
would have been at least 2.00 to 1.00 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock
had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. 
 (b) The limitations set forth in Section 4.03(a) shall not apply to: 
 (i) the Incurrence by the Company or its Restricted Subsidiaries of Bank Indebtedness and the issuance and creation of letters of credit and bankers’ acceptances thereunder up to an aggregate
principal amount outstanding at any time equal to $15.0 million plus the Retired Notes Amount available at such time; 
 (ii) the Incurrence by the Company, Chester Finance and the Subsidiary Guarantors of Indebtedness represented by the Notes (not including any Additional Notes) and any Note Guarantees; 

(iii) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this
Section 4.03(b)); 
 (iv) Indebtedness (including Capitalized Lease Obligations and purchase money
indebtedness) Incurred by the Company or any of its Restricted Subsidiaries, Disqualified Stock issued by the Company or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries of the Company to finance (whether
prior to or within 270 days after) the acquisition, lease, construction, repair, replacement or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such
assets) in an aggregate principal amount which, when aggregated with the principal amount or liquidation preference of all other Indebtedness then outstanding and Incurred pursuant to this clause (iv), together with any Refinancing Indebtedness then
outstanding and Incurred in respect thereof, does not exceed the greater of $10.0 million and 3.0% of Total Assets at the time of Incurrence; 
 (v) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of
business, including without limitation 

  
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letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability
insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to
reimbursement type obligations regarding workers’ compensation claims; 
 (vi) Indebtedness arising from
agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with any acquisition or disposition of any business, assets or a Subsidiary
of the Company in accordance with the terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

 (vii) Indebtedness of the Company to a Restricted Subsidiary; provided that (except in respect of
intercompany current liabilities Incurred in the ordinary course of business in connection with the cash management operations of the Company and its Subsidiaries) any such Indebtedness owed to a Restricted Subsidiary that is not a Subsidiary
Guarantor is subordinated in right of payment to the obligations of the Company under the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in
each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii); 
 (viii) shares of
Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds
such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in
each case, to be an issuance of shares of Preferred Stock not permitted by this clause (viii); 
 (ix)
Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Subsidiary Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a Subsidiary Guarantor (except in respect of
intercompany current liabilities Incurred in the ordinary course of business in connection with the cash management operations of the Company and its Subsidiaries), such Indebtedness is subordinated in right of payment to the obligations of such
Subsidiary Guarantor in respect of the Notes; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an Incurrence of such
Indebtedness not permitted by this clause (ix); 

  
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 (x) Hedging Obligations that are not Incurred for speculative purposes but
(1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with
respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales; 
 (xi) obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by
the Company or any Restricted Subsidiary in the ordinary course of business or consistent with past practice or industry practice; 
 (xii) Indebtedness or Disqualified Stock of the Company or, Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company not otherwise permitted hereunder in an
aggregate principal amount or liquidation preference which, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause
(xii), does not exceed the greater of $15.0 million and 4.0% of Total Assets at the time of Incurrence (it being understood that any Indebtedness Incurred pursuant to this clause (xii) shall cease to be deemed Incurred or outstanding for
purposes of this clause (xii) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which the Company, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under
Section 4.03(a) without reliance upon this clause (xii)); 
 (xiii) Indebtedness or Disqualified Stock of
the Company or any Restricted Subsidiary of the Company and Preferred Stock of any Restricted Subsidiary of the Company not otherwise permitted hereunder in an aggregate principal amount or liquidation preference not greater than 100.0% of the net
cash proceeds received by the Company and its Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or any direct or indirect parent entity of the Company (which proceeds are
contributed to the Company or its Restricted Subsidiary) or cash contributed to the capital of the Company (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, the Company or any of
its Subsidiaries) as determined in accordance with clauses (B) and (C) of the definition of “Cumulative Credit” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted
Payments or to make other Investments, payments or exchanges pursuant to Section 4.04(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof); 

(xiv) any guarantee by the Company or any Restricted Subsidiary of the Company of Indebtedness or other obligations of the
Company or any of its Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by the Company or 

  
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such Restricted Subsidiary is permitted under the terms of this Indenture; provided that (i) if such Indebtedness is by its express terms subordinated in right of payment to the Notes
or the obligations of such Restricted Subsidiary in respect of the Notes, as applicable, any such guarantee of such Subsidiary Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantor’s
obligations with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the obligations of such Subsidiary Guarantor in respect of the Notes, as applicable and (ii) if such guarantee is of
Indebtedness of the Company, such guarantee is Incurred in accordance with Section 4.12 solely to the extent such Section is applicable; 
 (xv) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the Company which serves to refund,
refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii), (iv), (xiii), (xv), (xvi) and (xxii) of this Section 4.03(b) or any
Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock or Preferred Stock Incurred to pay premiums
(including tender premiums), expenses, defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such
Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the Weighted
Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock being refunded or refinanced that were due on or after the date that is one year following the last maturity date of
any Notes then outstanding were instead due on such date; 
 (2) to the extent such Refinancing Indebtedness
refinances, refunds or defeases (a) Indebtedness junior to the Notes or the obligations of such Restricted Subsidiary in respect of the Notes, as applicable, such Refinancing Indebtedness is junior to the Notes or such obligations of such
Restricted Subsidiary, as applicable, or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and 

(3) shall not include (x) Indebtedness of a Restricted Subsidiary of the Company that is not a Subsidiary Guarantor
that refinances Indebtedness of the Company or a Subsidiary Guarantor, or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; 

(xvi) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or any of its Restricted Subsidiaries
Incurred to finance an acquisition or (y) Persons that are acquired by the Company or any of its Restricted Subsidiaries or merged, consolidated or 

  
 56 









 
amalgamated with or into the Company or any of its Restricted Subsidiaries in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger,
consolidation or amalgamation, either: 
 (1) the Company would be permitted to Incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 

(2) the Fixed Charge Coverage Ratio of the Company would be greater than immediately prior to such acquisition or merger,
consolidation or amalgamation; 
 (xvii) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its Incurrence; 

(xviii) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued
pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit; 
 (xix) Indebtedness of the Company or any Restricted Subsidiary consisting of (1) the financing of insurance premiums or (2) take-or-pay obligations contained in supply arrangements, in each
case, in the ordinary course of business; 
 (xx) Indebtedness consisting of Indebtedness issued by the Company
or a Restricted Subsidiary of the Company to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or
redemption of Equity Interests of the Company or any of its direct or indirect parent companies to the extent described in Section 4.04(b)(iv); 
 (xxi) Junior Capital in an aggregate principal amount not to exceed $50.0 million at any one time outstanding; and 
 (xxii) Indebtedness in respect of any FF&E Facility; provided, however, that the aggregate principal amount of Indebtedness outstanding under this clause (xxii), when aggregated with the
principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xxii), together with any Refinancing Indebtedness then outstanding and Incurred in respect thereof, does not exceed $25.0 million. 

(c) For purposes of determining compliance with this Section 4.03: 

(i) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the
criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xxii) of Section 4.03(b) or is entitled to be Incurred pursuant to Section 4.03(a), the Company shall, in its sole
discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.03; and 

  
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 (ii) at the time of Incurrence, the Company will be entitled to divide and
classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.03(a) and (b) without giving pro forma effect to the Indebtedness Incurred pursuant to Section 4.03(b) when calculating the
amount of Indebtedness that may be Incurred pursuant to Section 4.03(a). 
 Accrual of interest, the accretion of accreted
value, the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount, the accretion of liquidation preference and increases in the amount of
Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or
obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided
that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03. 
 For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower U.S. dollar equivalent), in
the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be
exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 
 (d) Notwithstanding any other
provision of this Section 4.03, the maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness,
solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 
 SECTION 4.04. Limitation on Restricted Payments. 
 (a) The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (i) declare or
pay any dividend or make any distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Company
(other than (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any
dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of
such dividend or distribution in accordance with its Equity Interests in such class or series of securities); 

  
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 (ii) purchase or otherwise acquire or retire for value any Equity Interests
of the Company or any direct or indirect parent of the Company; 
 (iii) make any principal payment on, or
redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness (other than Junior Capital) of the Company or any of its Restricted Subsidiaries
(other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness (other than Junior Capital) in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b)); or 

(iv) make any Restricted Investment 
 (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted
Payment: 
 (1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

 (2) immediately after giving effect to such transaction on a pro forma basis, the Company could Incur
$1.00 of additional Indebtedness under Section 4.03(a); 
 (3) either (x) immediately after giving
effect to such Restricted Payment on a pro forma basis, the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries is not greater than 3.00 to 1.00 or (y) if otherwise, within the twelve-month period
immediately preceding or following the making of such Restricted Payment (any such Restricted Payment pursuant to this clause (3)(y), a “Specified Restricted Payment”), the Company shall have either (i) made a Specified
Restricted Payment Offer pursuant to Section 4.09 or (ii) repaid or repurchased Notes pursuant to Section 3.01 or through open-market purchases, in each case, in an amount at least equal to the Specified Amount; 

  
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 (4) the Liquidity of the Company and its Restricted Subsidiaries on a pro
forma basis after giving effect to such Restricted Payment would be no less than $10.0 million; and 
 (5)
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (ii) (with respect to
the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (C) thereof), (vi)(C), (vii), (xii) and (xvii) of Section 4.04(b), but excluding all other Restricted Payments permitted by
Section 4.04(b)), is less than the amount equal to the Cumulative Credit. 
 (b) The provisions of Section 4.04(a)
shall not prohibit: 
 (i) the payment of any dividend or distribution within 60 days after the date of
declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture; 
 (ii) 
 (A) to the extent not used to pay dividends pursuant to
clause (B) below, the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or Subordinated Indebtedness (other than Junior Capital) of the Company, any direct or indirect
parent of the Company or any Subsidiary Guarantor in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests of the Company or any direct or indirect parent of the Company or contributions to the equity
capital of the Company (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Company) (collectively, including any such contributions, “Refunding Capital Stock”), 

(B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company) of Refunding Capital Stock, and 
 (C) if immediately
prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (vi) of this Section 4.04(b) and not made pursuant to clause (ii)(B), the declaration and payment of dividends on
the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent of the Company) in an aggregate amount per year
no greater than the aggregate amount of dividends per annum that were declarable and payable on such Retired Capital Stock immediately prior to such retirement; 
 (iii) the redemption, repurchase, defeasance, or other acquisition or retirement of Subordinated Indebtedness (other than Junior Capital) of the Company or any Subsidiary Guarantor made by exchange for,
or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company or a Subsidiary Guarantor which is Incurred in accordance with Section 4.03 so long as: 

(A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount
(or accreted value, if applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus the amount of any premium required to be paid
under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums, plus any defeasance costs, fees and expenses Incurred in connection therewith), 

  
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 (B) such Indebtedness is subordinated to the Notes or such Subsidiary
Guarantor’s obligations in respect of the Notes, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value, 

(C) such Indebtedness has a final scheduled maturity date equal to or later than the earlier of (x) the final
scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of any Notes then outstanding, and 

(D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred which is not less than the shorter of
(x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity that would result if all payments of principal
on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any Notes then outstanding were instead due on such date; 

(iv) a Restricted Payment to pay for the repurchase, retirement or other acquisition for value of Equity Interests of the
Company or any direct or indirect parent of the Company held by any future, present or former employee, director or consultant of the Company or any direct or indirect parent of the Company or any Subsidiary of the Company pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed $2.0 million in any
calendar year (with unused amounts in any calendar year being permitted to be carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $4.0 million in any calendar year (which shall increase
to $6.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock); provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed: 

(A) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity Interests
(other than Disqualified Stock) of 

  
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the Company or any direct or indirect parent of the Company (to the extent contributed to the Company) to members of management, directors or consultants of the Company and its Restricted
Subsidiaries or any direct or indirect parent of the Company that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the
Cumulative Credit, plus 
 (B) the cash proceeds of key man life insurance policies received by the
Company or any direct or indirect parent of the Company (to the extent contributed to the Company) or the Company’s Restricted Subsidiaries after the Issue Date; 
 provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year; and provided, further,
that cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from any present or former employees, directors, officers or consultants of the Company, any of its Restricted Subsidiaries or its direct or indirect parents in
connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parents will not be deemed to constitute a Restricted Payment for purposes of this Section 4.04 or any other provision of this Indenture;

 (v) the declaration and payment of dividends or distributions to holders of any class or series of
Disqualified Stock of the Company or any of its Restricted Subsidiaries issued or Incurred in accordance with Section 4.03 to the extent such dividends are included in the definition of “Fixed Charges”; 

(vi) (A) the declaration and payment of dividends or distributions to holders of any class or series of Designated
Preferred Stock (other than Disqualified Stock) issued after the Issue Date; 
 (B) a Restricted Payment to any
direct or indirect parent of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent of the
Company issued after the Issue Date; provided that the aggregate amount of dividends declared and paid pursuant to this clause (B) does not exceed the net cash proceeds actually received by the Company from any such sale of Designated
Preferred Stock (other than Disqualified Stock) issued after the Issue Date; and 
 (C) the declaration and
payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to Section 4.04(b)(ii); 
 provided, however, in the case of each of (A) and (C) above of this clause (vi), that for the most recently ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Company would have had a Fixed Charge
Coverage Ratio of at least 2.00 to 1.00; 

  
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 (vii) the payment of dividends on the Company’s common stock (or a
Restricted Payment to any direct or indirect parent of the Company to fund the payment by such direct or indirect parent of the Company of dividends on such entity’s common stock) of up to 6% per annum of the net proceeds received by the
Company from any public offering of common stock of the Company or any direct or indirect parent of the Company, other than public offerings with respect to the Company’s (or such direct or indirect parent’s) common stock registered on
Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (viii) Restricted
Payments that are made with Excluded Contributions; 
 (ix) other Restricted Payments in an aggregate amount not
to exceed $10.0 million; provided, however, that if the Consolidated Total Leverage Ratio of the Company, after giving effect to such Restricted Payment and any Incurrence of Indebtedness related thereto on a pro forma basis, is not
greater than 4.00 to 1.00 at such time, such amount shall increase to $20.0 million; 
 (x) the distribution, as
a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary of the Company by, Unrestricted Subsidiaries; 

(xi) the payment of dividends or other distributions to any direct or indirect parent of the Company that files a
consolidated tax return that includes the Company and its subsidiaries (including, without limitation, by virtue of such parent being the common parent of a consolidated or combined tax group of which the Company and/or its Restricted Subsidiaries
are members) in an amount not to exceed the amount that the Company and its Restricted Subsidiaries would have been required to pay in respect of federal, state or local taxes (as the case may be) if the Company and its Restricted Subsidiaries paid
such taxes as a stand-alone taxpayer (or stand-alone group); 
 (xii) Restricted Payments in amounts required for
any direct or indirect parent of the Company, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Company or any of its Restricted Subsidiaries and that has been guaranteed by, or is
otherwise considered Indebtedness of, the Company Incurred in accordance with Section 4.03; 
 (xiii) any
Restricted Payment used to fund the Transactions and the payment of fees and expenses Incurred in connection with the Transactions or owed by the Company or Restricted Subsidiaries of the Company to Caesars Operating or its Affiliates, and any other
payments made, including any such payments made to any direct or indirect parent of the Company to enable it to make payments, in connection with the consummation of the Transactions or otherwise, whether payable on the Issue Date or thereafter, in
each case to the extent permitted by Section 4.07; 
 (xiv) repurchases of Equity Interests deemed to occur
upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 

  
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 (xv) Restricted Payments by the Company or any Restricted Subsidiary to
allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; 

(xvi) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to
the provisions similar to those described under Sections 4.06 and 4.08; provided that all Notes tendered by holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed
or acquired for value; 
 (xvii) payments or distributions to dissenting stockholders pursuant to applicable law,
pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, that complies with Section 5.01; provided
that as a result of such consolidation, amalgamation, merger or transfer of assets, the Company shall have made a Change of Control Offer (if required by this Indenture) and that all Notes tendered by holders in connection with such Change of
Control Offer have been repurchased, redeemed or acquired for value; and 
 (xviii) Restricted Payments made to
satisfy obligations to the holders of minority interests in the Company under the Company’s operating agreement as in effect on the Issue Date, or any amendment, restatement, supplement, waiver or replacement thereto so long as, in the good
faith judgment of a majority of the Board of Directors of the Company, such changes, when taken as a whole, are not materially adverse to the holders of the Notes; 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (vi)(B), (vii), (ix), (x) and (xii) of this Section 4.04(b), no
Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) The Company will not permit any
Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by
the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of
“Investments.” Such designation will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

 SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

 (a) (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; 

  
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 (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or

 (c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries; 

except in each case for such encumbrances or restrictions existing under or by reason of: 

(1) contractual encumbrances or restrictions in effect on the Issue Date; 

(2) this Indenture, the Notes; 
 (3) applicable law or any applicable rule, regulation or order; 

(4) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary which was in
existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; 

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; 
 (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.13 that limit the right of the debtor to dispose of the assets securing such Indebtedness; 

(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business; 
 (8) customary provisions in joint venture agreements and other similar agreements entered
into in the ordinary course of business; 
 (9) purchase money obligations for property acquired and Capitalized
Lease Obligations in the ordinary course of business; 
 (10) customary provisions contained in leases, licenses
and other similar agreements entered into in the ordinary course of business; 

  
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 (11) other Indebtedness, Disqualified Stock or Preferred Stock (a) of
any Restricted Subsidiary of the Company that is a Subsidiary Guarantor, Chester Finance or a Foreign Subsidiary, (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor, Chester Finance or a Foreign Subsidiary so long as such
encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company) or (c) of
any Restricted Subsidiary Incurred in connection with any FF&E Facility, provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue
Date pursuant to Section 4.03; 
 (12) any Restricted Investment not prohibited by Section 4.04 and any
Permitted Investment; or 
 (13) any encumbrances or restrictions of the type referred to in clauses (a),
(b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through
(12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such
dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends
or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made
to the Company or a Restricted Subsidiary of the Company to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances. 

SECTION 4.06. Asset Sales. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Company or any of its Restricted Subsidiaries, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Company) of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received
by the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of: 
 (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the Notes thereto) of the Company or any Restricted Subsidiary of the Company
(other than liabilities that are by their terms subordinated to the Notes or such Restricted Subsidiary’s obligations in respect of the Notes) that are assumed by the transferee of any such assets, 

  
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 (ii) any notes or other obligations or other securities or assets received
by the Company or such Restricted Subsidiary of the Company from such transferee that are converted by the Company or such Restricted Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received),
and 
 (iii) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries
in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(iii) that is at that time
outstanding, not to exceed the greater of 2.0% of Total Assets and $8.0 million at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the
time received and without giving effect to subsequent changes in value) 
 shall be deemed to be Cash Equivalents for the purposes of this
Section 4.06(a). 
 (b) Within 12 months after the Company’s or any Restricted Subsidiary of the Company’s
receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary of the Company may apply the Net Proceeds from such Asset Sale, at its option: 

(i) to repay (A) Indebtedness constituting First Priority Lien Obligations (and, if the Indebtedness repaid is
revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), provided that (x) to the extent that the terms of any Credit Agreement constituting First Priority Lien Obligations require that such First
Priority Lien Obligations are repaid with the Net Proceeds of Asset Sales prior to repayment of other Indebtedness, the Company and its Restricted Subsidiaries shall be entitled to repay such other First Priority Lien Obligations prior to repaying
the Notes Obligations and (y) subject to the foregoing clause (x), if the Company shall so reduce First Priority Lien Obligations, the Company will equally and ratably reduce Notes Obligations in any manner set forth in clause (D) below to
all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, the pro rata principal amount of Notes, (B) Indebtedness constituting Pari Passu Indebtedness other than
First Priority Lien Obligations so long as the Asset Sale proceeds are with respect to non-Collateral (provided that if the Company shall so reduce Pari Passu Indebtedness, the Company will equally and ratably reduce Notes Obligations in any manner
set forth in clause (D) below), (C) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (D) Notes Obligations as provided under the Notes pursuant to Section 3.01, through open-market purchases (provided
that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer); or 

(ii) to make an Investment in any one or more businesses (provided that if such Investment is in the form of the
acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), 

  
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assets, or property or capital expenditures, in each case (a) used or useful in a Similar Business or (b) that replace the properties and assets that are the subject of such Asset Sale.

 In the case of Section 4.06(b)(ii), a binding commitment shall be treated as a permitted application of the Net Proceeds
from the date of such commitment; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Company or such Restricted Subsidiary enters into another binding
commitment (a “Second Commitment”) within six months of such cancellation or termination of the prior binding commitment; provided, further that the Company or such Restricted Subsidiary may only enter into a Second
Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent such Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute
Excess Proceeds. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary of the Company may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in
any manner not prohibited by this Indenture. 
 Any Net Proceeds from any Asset Sale that are not invested or applied as
provided and within the time period set forth in the first sentence of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this
Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $4.0 million, the Company shall
make an offer to all holders of Notes (and, at the option of the Company, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such Pari Passu Indebtedness), that
is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such Pari Passu
Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for
by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Company will commence an Asset Sale Offer with respect to Excess Proceeds
within ten (10) Business Days after the date that Excess Proceeds exceeds $4.0 million by mailing the notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee. 

To the extent that the aggregate amount of Notes (and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such Pari Passu Indebtedness) surrendered by holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 

(c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to
the extent such laws or regulations 

  
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are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions
of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 

(d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company or a Wholly Owned Restricted Subsidiary is acting as the
Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Company, and to be held for payment in accordance with the provisions of this Section 4.06. Upon
the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be
accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by
the Company to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with Section 4.06.

 (e) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly
completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day
prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by the holder for purchase and a statement that such holder is withdrawing his
election to have such Note purchased. If at the end of the Offer Period more Notes (and such First Priority Lien Obligations or Pari Passu Indebtedness, as applicable) are tendered pursuant to an Asset Sale Offer than the Company is required to
purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such
First Priority Lien Obligations or Pari Passu Indebtedness, as applicable shall be made pursuant to the terms of such First Priority Lien Obligations or Pari Passu Indebtedness. 

(f) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the
purchase date to each holder of Notes at such holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is
to be purchased. 

  
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 (g) Subject to any First Lien Intercreditor Agreement, upon any Taking or Destruction of any
Collateral, all Net Insurance Proceeds “received by” the Company or any Restricted Subsidiary shall be deemed Net Proceeds and shall be applied in accordance with this Section 4.06. 

SECTION 4.07. Transactions with Affiliates. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties
or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company
(each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $1.0 million, unless: 
 (i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person; and 
 (ii) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $4.0 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company,
approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above. 
 (b) The provisions of Section 4.07(a) shall not apply to the following: 
 (i) transactions between or among the Company and/or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and any merger, consolidation or
amalgamation of the Company and any direct parent of the Company; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such merger,
consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; 
 (ii) Restricted Payments permitted by Section 4.04 and Permitted Investments; 
 (iii) (x) the entering into of any agreement (and any amendment or modification of any such agreement so long as, in the good faith judgment of the Board of Directors of the Company, any such amendment is
not disadvantageous to the holders when taken as a whole, as compared to such agreement as in effect on the Issue Date) to pay, and the payment of, management, consulting, monitoring and advisory fees to Caesars Operating or its subsidiaries in an
aggregate amount in any fiscal year not to 

  
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exceed $10.0 million; provided, however, that any payment not made in any fiscal year may be carried forward and paid, without duplication, in the following fiscal years and (y) the
payment of the present value of all amounts payable pursuant to any agreement described in clause (iii)(x) of this Section 4.07(b) in connection with the termination of such agreement; provided, further, however, that the payment of any
such amounts pursuant to this clause (iii) shall not be permitted unless the Liquidity of the Company and its Restricted Subsidiaries on a pro forma basis after giving effect to such payment would be no less than $10.0 million;

 (iv) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity
provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, any direct or indirect parent of the Company; 
 (v) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is
fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); 
 (vi) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of the Company in good faith; 

(vii) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together
with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on the Issue Date) or any transaction contemplated thereby as determined in good
faith by the Company; 
 (viii) the existence of, or the performance by the Company or any of its Restricted
Subsidiaries of its obligations under the terms of, any operating or limited liability company agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date, and any
transaction, agreement or arrangement described in the Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence
of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered
into after the Issue Date shall only be permitted by this clause (viii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction,
agreement or arrangement are not otherwise more disadvantageous to the holders of the Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date; 

  
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 (ix) the execution of the Transactions, and the payment of all fees and
expenses and Restricted Payments related to the Transactions, including payments to Caesars Operating, which are described in the Offering Memorandum; 
 (x) subject to the limitations set forth in clause (iii) above, if applicable, any payments or transactions made pursuant to any Operations Management Agreement; 

(xi) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions
otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company and its Restricted Subsidiaries in the
reasonable determination of the Board of Directors or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint
ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry norm; 
 (xii) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Person; 
 (xiii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or
similar employee benefit plans approved by the Board of Directors of the Company or any direct or indirect parent of the Company or of a Restricted Subsidiary of the Company, as appropriate, in good faith; 

(xiv) the entering into of any tax sharing agreement or arrangement that complies with Section 4.04(b)(xi);

 (xv) any contribution to the capital of the Company; 

(xvi) transactions permitted by, and complying with, Section 5.01; 

(xvii) transactions between the Company or any of its Restricted Subsidiaries and any Person, a director of which is also
a director of the Company or any direct or indirect parent of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving
such other Person; 
 (xviii) pledges of Equity Interests of Unrestricted Subsidiaries; 

(xix) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or
management purposes in the ordinary course of business; 
 (xx) any employment agreements entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of business; 

  
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 (xxi) any transaction with Caesars Operating or any of its subsidiaries so
long as such transaction is in the ordinary course of business or otherwise consistent with past practice; 

(xxii) in connection with construction, development or support of a hotel in respect of the Chester Facility, agreements
entered into with joint venture or other partners to guarantee the purchase of a minimum number of rooms in respect of such hotel; 
 (xxiii) Incurrence of Junior Capital pursuant to Section 4.03 and the repayment, prepayment, repurchase, redemption or other acquisition or retirement for value of any such Junior Capital at a price
no greater than par from time to time; 
 (xxiv) cash distributions to certain minority partners of the Company
in an amount in any fiscal year of the Company not to exceed $150,000 in the aggregate per annum; and 
 (xxv)
transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of the Company and its Subsidiaries
and not for the purpose of circumventing any provision set forth in this Indenture. 
 SECTION 4.08. Change of
Control. 
 (a) Upon the occurrence of a Change of Control, each holder shall have the right to require the Issuers to
repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change
of Control, the Issuers shall not be obligated to purchase any Notes pursuant to this Section 4.08 in the event that they have exercised their right to redeem such Notes in accordance with Article III of this Indenture. In the event that at the
time of such Change of Control the terms of any Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to the mailing of the notice to the holders provided for in Section 4.08(b) but in any
event within 30 days following any Change of Control, the Issuers shall (i) repay in full all Bank Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of
each lender and/or noteholder who has accepted such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in Section 4.08(b). 

(b) Within 30 days following any Change of Control, except to the extent that the Issuers have exercised their right to redeem the Notes
in accordance with Article III of this Indenture, the Issuers shall mail a notice (a “Change of Control Offer”) to each holder with a copy to the Trustee stating: 

(i) that a Change of Control has occurred and that such holder has the right to require the Issuers to repurchase such
holder’s Notes at a repurchase price in cash equal 

  
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to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to
receive interest on the relevant Interest Payment Date); 
 (ii) the circumstances and relevant facts and
financial information regarding such Change of Control; 
 (iii) the repurchase date (which shall be no earlier
than 30 days nor later than 60 days from the date such notice is mailed); and 
 (iv) the instructions determined
by the Issuers, consistent with this Section 4.08, that a holder must follow in order to have its Notes purchased. 
 (c)
Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. The holders
shall be entitled to withdraw their election if the Trustee or the Issuers receive not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal
amount of the Note which was delivered for purchase by the holder and a statement that such holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered. 
 (d) On the purchase date, all Notes purchased by the Issuers
under this Section shall be delivered to the Trustee for cancellation, and the Issuers shall pay the purchase price plus accrued and unpaid interest to the holders entitled thereto. 

(e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 
 (f) Notwithstanding the
foregoing provisions of this Section, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in Section 4.08 applicable to a Change of Control Offer made by the Issuers and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. 

(g) Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or
will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding clause (f) will have the status of Notes issued and outstanding. 

(h) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an
Officers’ Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this Section 4.08. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly
or through an agent, mails or delivers payment therefor to the surrendering holder. 

  
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 (i) Prior to any Change of Control Offer, the Issuers shall deliver to the Trustee an
Officers’ Certificate stating that all conditions precedent contained herein to the right of the Issuers to make such offer have been complied with. 
 (j) The Issuers shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of
Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuers shall comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section by virtue thereof. 
 SECTION 4.09. Certain Specified
Restricted Payments. 
 (a) Upon a Specified Restricted Payment, the Issuers shall be required to make an offer to
repurchase an aggregate amount of Notes at least equal to the Specified Amount at a purchase price in cash equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the
right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), except to the extent that during the twelve-month period immediately preceding such Specified Restricted Payment the Issuers
have previously consummated a Specified Restricted Payment Offer or the Issuers have previously or concurrently repaid or repurchased Notes in an aggregate principal amount at least equal to the Specified Amount pursuant to Article III of this
Indenture or through open-market purchases during such twelve-month period. 
 (b) Within 30 days following any Specified
Restricted Payment, except to the extent that the Issuers have repaid or repurchased Notes pursuant to Article III of this Indenture or through open-market purchases, as set forth in Section 4.09(a), or previously offered to repurchase Notes
pursuant to this Section 4.09 during such twelve-month period, the Issuers shall mail a notice (a “Specified Restricted Payment Offer”) to each holder with a copy to the Trustee stating: 

(i) that a Specified Restricted Payment has occurred and that such holder has the right to require the Issuers to
repurchase such holder’s Notes at a repurchase price in cash equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the
relevant Record Date to receive interest on the relevant Interest Payment Date); 
 (ii) the circumstances and
relevant facts and financial information regarding such Specified Restricted Payment; 
 (iii) the repurchase
date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and 

(iv) the instructions determined by the Issuers, consistent with this Section 4.09, that a holder must follow in
order to have its Notes purchased. 

  
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 (c) Holders electing to have a Note purchased shall be required to surrender the Note, with
an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. The holders shall be entitled to withdraw their election if the Trustee or the Issuers receive not
later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered for purchase by the holder and a statement that
such holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. 

(d) On the purchase date, all Notes purchased by the Issuers under this Section 4.09 shall be delivered to the Trustee for
cancellation, and the Issuers shall pay the purchase price plus accrued and unpaid interest to the holders entitled thereto. 
 (e) A Specified Restricted Payment Offer may be made in advance of a Specified Restricted Payment, and conditioned upon such Specified Restricted Payment. 

(f) In the event the aggregate principal amount of Notes tendered pursuant to a Specified Restricted Payment Offer exceeds the Specified
Amount, the Trustee shall select Notes for redemption pursuant to Section 3.04 hereof. 
 (g) Notes repurchased by the
Issuers pursuant to a Specified Restricted Payment Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuers. 
 (h) At the time the Issuers deliver Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by
the Issuers pursuant to and in accordance with the terms of this Section 4.09. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the
surrendering holder. 
 (i) The Issuers shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this
Section 4.09, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. 

SECTION 4.10. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal
year of the Company, beginning with the fiscal year end on December 31, 2012, an Officer’s Certificate stating that in the course of the performance by the signer of his or her duties as an Officer of the Company he or she would normally
have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If he or she does, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take
with respect thereto. Except with respect to receipt of payments of principal and interest on the Notes and any Default or Event of 

  
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Default information contained in the Officer’s Certificate delivered to it pursuant to this Section 4.10, the Trustee shall have no duty to review, ascertain or confirm the
Issuers’ compliance with or the breach of any representation, warranty or covenant made in this Indenture. 

SECTION 4.11. Further Instruments and Acts. Upon request of the Trustee, the Issuers shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 4.12. Future Subsidiary Guarantors. The Company will cause each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary (unless such Subsidiary is a Domestic Subsidiary that
is wholly owned by one or more Foreign Subsidiaries and created to enhance the tax efficiency of the Company and its Subsidiaries) and that guarantees any Indebtedness of the Company or any Subsidiary Guarantor to execute and deliver to the Trustee
or the Collateral Agent (i) a supplemental indenture substantially in the form of Exhibit C pursuant to which such Subsidiary will guarantee the Issuers’ obligations under the Notes and this Indenture and shall comply with the
additional requirements of Article XII and (ii) a joinder to the Security Documents and take all actions required thereunder to perfect Liens created thereunder and any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement,
as applicable. 
 SECTION 4.13. Liens. The Company shall not, and shall not permit any Subsidiary Guarantor to,
directly or indirectly, create, Incur, assume or suffer to exist any Lien (except Permitted Liens) that secures any Indebtedness on any asset or property of the Company or any Subsidiary Guarantor, other than Liens securing Indebtedness that are
junior in priority to the Liens on such property or assets securing the Notes. 
 SECTION 4.14. After-Acquired
Property. Upon the acquisition by the Company or any Subsidiary Guarantor of any First Priority After-Acquired Property, the Company or such Subsidiary Guarantor shall execute and deliver such Mortgages, security instruments, financing
statements and certificates, opinions of counsel or such other documentation substantially similar to the documentation delivered to secure First Priority Lien Obligations (including, without limitation title insurance policies, surveys and other
documentation as may be required and consistent with the requirements for similar Collateral in which security interest or Liens were taken on the Issue Date) as shall be reasonably necessary to vest in the Collateral Agent, for the benefit of the
Secured Parties (as defined in the Collateral Agreement in respect of the Notes), a perfected first priority security interest or lien, subject only to Permitted Liens, in such First Priority After-Acquired Property and to have such First Priority
After-Acquired Property (but subject to certain limitations, if applicable, including as described in Article XI and the Security Documents) added to the Collateral, and thereupon all provisions of this Indenture and the Collateral Agreement
relating to the Collateral shall be deemed to relate to such First Priority After-Acquired Property to the same extent and with the same force and effect. 
 SECTION 4.15. Maintenance of Office or Agency. 
 (a) The Company shall
maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where certificated Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or


  
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upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
corporate trust office of the Trustee as set forth in Section 13.02. 
 (b) The Company may also from time to time
designate one or more other offices or agencies where the certificated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. 
 (c) The Company hereby designates the corporate trust office of the Trustee or
its agent as such office or agency of the Issuers in accordance with Section 2.04. 
 SECTION 4.16. Covenant
Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on such date and
continuing at all times thereafter during the Suspension Period (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), and subject to
the provisions of the following paragraph, the Issuers and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07 and 5.01(a)(iv) (collectively the “Suspended Covenants”). 

The Issuers shall promptly upon its occurrence deliver to the Trustee an Officer’s Certificate setting forth the occurrence of any
Covenant Suspension Event or Reversion Date, and the dates thereof. Neither the Trustee nor the Collateral Agent shall have any obligation to monitor the occurrence and dates of a Covenant Suspension Event or Reversion Date and may rely conclusively
on such Officer’s Certificate. Neither the Trustee nor Collateral Agent shall have any duty to notify the Holders of any such events or dates. 
 In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent
date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries
will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. 
 On each
Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such
Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the
Reversion Date). To the extent such Indebtedness or Disqualified 

  
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Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Section 4.03(a) or 4.03(b) such Indebtedness or Disqualified Stock or Preferred Stock will be deemed
to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(ii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be
made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments
under Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Company or its Restricted Subsidiaries in connection with Suspended
Covenants during the Suspension Period. 
 For purposes of Section 4.06, on the Reversion Date, the unutilized Excess
Proceeds amount will be reset to zero. 
 SECTION 4.17. Maintenance of Insurance. The Company shall maintain, with
financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar
businesses operating in the same or similar locations and cause the Company and the Subsidiary Guarantors to be listed as insured and the Collateral Agent to be listed as co-loss payee on property and property casualty policies and as an additional
insured on liability policies. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors may self-insure with respect to such risks with respect to which companies of established reputation in the same general line of business in the
same general area usually self-insure. 
 SECTION 4.18. Limitation on Business Activities of Chester Finance.
Chester Finance may not own any material assets or other property, other than Indebtedness or other obligations owing to Chester Finance by the Company and its Restricted Subsidiaries and Cash Equivalents, or engage in any trade or conduct any
business other than treasury, cash management, hedging and cash pooling activities and activities incidental thereto. Chester Finance will not Incur any material liabilities or obligations other than its obligations pursuant to the Notes and
pursuant to other Indebtedness permitted to be Incurred by the Company or any Subsidiary Guarantor permitted by Section 4.03 and liabilities and obligations pursuant to business activities permitted by this Section 4.18. Chester Finance
shall be a Wholly Owned Restricted Subsidiary of the Company at all times. 
 SECTION 4.19. Security Interests Perfected
After the Issue Date. 
 (a) To the extent that any instrument or deliverable in connection with the Mortgages is required
to be delivered, the Company shall deliver such instruments or deliverables within 90 days following the Issue Date or as soon as practicable thereafter using commercially reasonable efforts. For the avoidance of doubt, if the Company or any
applicable Subsidiary Guarantor fails to enter into a Security Document after using commercially reasonable efforts, the Company shall be solely responsible for determining whether it has used commercially reasonable efforts, which shall be set
forth in an Officers’ Certificate delivered to the Trustee and the Collateral Agent (upon which the Trustee and the Collateral Agent may 

  
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conclusively rely without any investigation), and the Company shall notify the holders of Notes. Neither the Collateral Agent nor the Trustee shall have any obligation to enter in such an
agreement and shall have the right to decline signing such an agreement if, after being advised by counsel, the Trustee or Collateral Agent determines in good faith that such action would expose the Trustee or Collateral Agent to liability or if
doing so is not consistent with its rights, privileges, protections and immunities set forth in this Indenture or other First Lien Security Documents. 
 (b) The Issuers shall use their commercially reasonable efforts to complete on or prior to the Issue Date, all filings and other similar actions required in connection with the perfection of the security
interests to the extent required by the Security Documents (other than the Mortgages). If such actions are not completed on or prior to the Issue Date, the Issuers shall complete such actions within 30 days of the Issue Date, or as soon as
practicable thereafter with commercially reasonable efforts. For the avoidance of doubt, if the Company or any applicable Subsidiary Guarantor fails to enter into a Security Document after using commercially reasonable efforts, the Company shall be
solely responsible for determining whether it has used commercially reasonable efforts, which shall be set forth in an Officers’ Certificate delivered to the Trustee and the Collateral Agent (upon which the Trustee and the Collateral Agent may
conclusively rely without any investigation), and the Company shall notify the holders of Notes. Neither the Collateral Agent nor the Trustee shall have any obligation to enter in such an agreement and shall have the right to decline signing such an
agreement if, after being advised by counsel, the Trustee or Collateral Agent determines in good faith that such action would expose the Trustee or Collateral Agent to liability or if doing so is not consistent with its rights, privileges,
protections and immunities set forth in this Indenture or other First Lien Security Documents. 
 ARTICLE V 

SUCCESSOR COMPANY 
 SECTION 5.01. When Company May Merge or Transfer Assets. The Company shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not
the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: 

(a) the Company is the surviving person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or
conversion (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the
United States, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the surviving
Person is not a corporation, a co-obligor of the Notes is a corporation; 

  
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 (i) the Successor Company (if other than the Company) expressly assumes all
the obligations of the Company under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments as may be necessary; 
 (ii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such
transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing; 

(iii) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the
beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor
Company or such Restricted Subsidiary at the time of such transaction), either 
 (A) the Successor Company would
be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 
 (B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such
transaction; 
 (iv) if the Company is not the Successor Company, each Subsidiary Guarantor, unless it is the
other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations in respect of the Notes shall apply to such Person’s obligations under this Indenture and the Notes; and 

(v) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this Indenture. 

The Successor Company (if other than the Company) will succeed to, and be substituted for, the Company under this Indenture and the
Notes, and in such event the Company will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01, (a) any
Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary, and (b) the Company may merge, consolidate or amalgamate with an Affiliate
incorporated solely for the purpose of reincorporating the Company in another state of the United States, the District of Columbia or any territory of the United States or may convert into a limited liability company, so long as the amount of
Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby. This Article V will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and its Restricted
Subsidiaries. 

  
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 (b) For purposes of this Section 5.01, the sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of the Company and its Restricted Subsidiaries on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company and its Restricted
Subsidiaries. 
 ARTICLE VI 
 DEFAULTS AND REMEDIES 
 SECTION 6.01. Events of Default. An
“Event of Default” occurs with respect to Notes if: 
 (a) there is a default in any payment of interest on any
Note when the same becomes due and payable, and such default continues for a period of 30 days, 
 (b) there is a default in the
payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, 
 (c) the failure by the Company or any Restricted Subsidiary to comply for 60 days after notice with its other agreements contained in the Notes or this Indenture, 

(d) the failure by the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant
Subsidiary) to pay any Indebtedness (other than Indebtedness owing to the Company or a Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a
default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $10.0 million or its foreign currency equivalent, 
 (e) either the Company or any Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences a voluntary case; 
 (ii) consents to the entry of an order for relief against it in an involuntary case; 
 (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or 
 (iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency, 

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

(i) is for relief against either the Company or any Significant Subsidiary of the Company in an involuntary case;


  
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 (ii) appoints a Custodian of either the Company or any Significant
Subsidiary of the Company or for any substantial part of its property; or 
 (iii) orders the winding up or
liquidation of either the Company or any Significant Subsidiary of the Company; or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days, 

(g) failure by the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant
Subsidiary) to pay final judgments aggregating in excess of $10.0 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged,
waived or stayed for a period of 60 days, 
 (h) the Note Guarantee of a Significant Subsidiary (or any group of Subsidiaries
that together would constitute a Significant Subsidiary) ceases to be in full force and effect (except as contemplated by the terms thereof) or a Subsidiary Guarantor denies or disaffirms its obligations under this Indenture or its Note Guarantee
and such Default continues for 10 days, 
 (i) unless all of the Collateral has been released from the First Priority Liens in
accordance with the provisions of Article XI, the First Priority Liens on all or substantially all of the Collateral cease to be valid or enforceable and such Default continues for 30 days, or the Company shall assert or any Subsidiary Guarantor
shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of the Company, the Company fails to cause such Subsidiary to
rescind such assertions within 30 days after the Company has actual knowledge of such assertions, or 
 (j) the failure by the
Company or any Subsidiary Guarantor to comply for 60 days after notice with its other agreements contained in the Security Documents except for a failure that would not be material to the holders of the Notes and would not materially affect the
value of the Collateral taken as a whole. 
 The foregoing shall constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of
debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

  
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 However, a default under clauses (c) or (j) above shall not constitute an Event of
Default until the Trustee or the holders of 30% in principal amount of outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified in clauses (c) or (j) hereof after receipt of
such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” The Company shall deliver to the Trustee, within five (5) Business Days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Company is taking or propose to
take with respect thereto. 
 SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default
specified in Section 6.01(e) or 6.01(f) hereof with respect to the Company) occurs and is continuing, the Trustee or the holders of at least 30% in principal amount of outstanding Notes by notice to the Company may declare the principal of,
premium, if any, and accrued but unpaid interest on all the Notes to be due and payable; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of
(1) five Business Days after the giving of written notice to the Company and the Representative under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Upon such a declaration, such principal and interest
shall be due and payable immediately. If an Event of Default specified in Section 6.01(e) or (f) with respect to the Company occurs, the principal of, premium, if any, and interest on all the Notes will become immediately due and payable
without any declaration or other act on the part of the Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its
consequences. 
 In the event of any Event of Default specified in Section 6.01(d) above, such Event of Default and all
consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, if within 20 days after such Event of Default arose
the Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal
amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. 

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at
law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Security Documents. 

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 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. No remedy is exclusive of any
other remedy. To the extent required by law, all available remedies are cumulative. 

  
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 SECTION 6.04. Waiver of Past Defaults. Provided the Notes are not then due and
payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes by written notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the
principal of or interest on a Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot
be amended without the consent of each holder affected. When a Default is waived, it is deemed cured and the Issuers, the Trustee and the holders will be restored to their former positions and rights under this Indenture, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right. 
 SECTION 6.05. Control by Majority. The
holders of a majority in principal amount of Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of
directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or expense for which it
is not adequately indemnified, or subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under this
Indenture, the Trustee shall be entitled to indemnification 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) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to this Indenture or the Notes unless: 

(i) such holder has previously given the Trustee notice that an Event of Default is continuing, 

(ii) holders of at least 30% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy,

 (iii) such holders have offered the Trustee reasonable security or indemnity satisfactory to the Trustee
against any loss, liability or expense, 
 (iv) the Trustee has not complied with such request within 60 days
after the receipt of the request and the offer of security or indemnity, and 

  
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 (v) the holders of a majority in principal amount of the outstanding Notes
have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 (b) A holder may not use
this Indenture to prejudice the rights of another holder or to obtain a preference or priority over another holder. 

SECTION 6.07. Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of
any holder to receive payment of principal of and interest on the Notes held by such holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such holder. 
 SECTION 6.08. Collection Suit
by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers or any other obligor on the Notes
for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.07. 

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim, statements of interest and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such
other professionals as the Trustee deems necessary, advisable or appropriate)) and the holders allowed in any judicial proceedings relative to the Issuers, any Subsidiary Guarantor, their creditors or their property, shall be entitled to participate
as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the
holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 

SECTION 6.10. Priorities. Subject to the terms of any First Lien Intercreditor Agreement, any Second Lien Intercreditor
Agreement and the Security Documents, any money or property collected by the Trustee pursuant to this Article VI and any other money or property distributable in respect of the Issuers’ or any Subsidiary Guarantor’s obligations under this
Indenture after an Event of Default shall be applied in the following order: 
 FIRST: to the Trustee for amounts
due under Section 7.07 and to the Collateral Agent for amounts due to it under the Collateral Agreement; 

SECOND: to the holders 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 and interest, respectively; and 

  
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 THIRD: to the Issuers or, to the extent the Trustee collects any amount for
any Subsidiary Guarantor, to such Subsidiary Guarantor, 
 provided that any First Lien Intercreditor Agreement shall preserve the first
priority position of payments to the Trustee for amounts due under Section 7.07 and to the Collateral Agent for amounts due to it under the Collateral Agreement 
 The Trustee may fix a record date and payment date for any payment to the holders pursuant to this Section. At least 15 days before such record date, the Trustee shall deliver to each holder and the
Issuers a notice that states the record date, the payment date and amount to be paid. 
 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 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 pursuant to Section 6.07 or a suit by holders of more than 10% in principal amount of the Notes.

 SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuers nor any Subsidiary Guarantor (to the extent
it may lawfully do so) shall 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 wherever enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Issuers and the Subsidiary Guarantors (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and 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 though no such law had been enacted. 
 ARTICLE VII 
 TRUSTEE 

SECTION 7.01. Duties of Trustee. 
 (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (i) the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right
of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and 

  
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 (ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make
any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions
required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (i) this
paragraph does not limit the effect of paragraph (b) of this Section; 
 (ii) the Trustee shall not be
liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and 

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur financial
liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 
 (d) Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. 

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

SECTION 7.02. Rights of Trustee. 
 (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in
the document. 

  
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 (b) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care. 
 (d) The Trustee shall not be responsible or liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 

(e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal 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.

 (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the holders of not less than a majority in principal amount of the Notes at
the time outstanding, 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 Company, personally or by agent or attorney, at the expense of the Company and shall Incur no liability of any kind by reason of such inquiry or investigation. 

(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the holders pursuant to this Indenture, unless such holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be Incurred by it in
compliance with such request or direction. 
 (h) The rights, privileges, protections, immunities and benefits given to the
Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

(i) The Trustee shall not be responsible or liable for any action taken or omitted by it in good faith at the direction of the holders of
not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. 

(j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or
consent of any person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding upon future holders of Notes and upon Notes executed and delivered in exchange therefor or
in place thereof. 

  
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 (k) The Trustee shall not be deemed to have notice of any Default or Event of Default unless
a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and
this Indenture. 
 (l) The Trustee may request that the Issuers deliver an Officer’s Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person
specified as so authorized in any such certificate previously delivered and not superseded. 
 (m) The Trustee shall not be
responsible or liable for special, indirect, 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 actions. 
 (n) The Trustee shall not be required to give any bond or surety in respect of the
execution of the trusts and powers under this Indenture. 
 (o) The Trustee shall not be responsible or liable for any failure
or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism;
wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and
governmental action. 
 (p) The Trustee shall have no duty to monitor or investigate the Issuers’ compliance with or breach
of any representation, warranty, covenant or duty made in this Indenture. Delivery of reports, information and documents under Section 4.02 of this Indenture is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any of the information therein including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officer’s Certificates provided to it by
the Company). 
 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 Issuers or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11. 
 SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture, the Note Guarantees or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes, and it shall not be responsible for any
statement of the Issuers or any Subsidiary Guarantor in this 

  
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Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall not be charged with
knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (g) (h), (i) or (j) or of the identity of any Significant Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or
(b) the Trustee shall have received written notice thereof in accordance with Section 13.02 hereof from the Issuers, any Subsidiary Guarantor or any holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the
holders of the Notes and not in its individual capacity and all persons, including without limitation the holders of Notes and the Issuers having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts
held by the Trustee hereunder for payment except as otherwise provided herein. 
 SECTION 7.05. Notice of Defaults.
If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or
written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of the holders. The Issuers are required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the
previous year. The Issuers also are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Issuers are taking or propose
to take in respect thereof. 
 SECTION 7.06. Reports by Trustee to the Holders. As promptly as practicable after
each June 30 beginning with the June 30 following the date of this Indenture, and in any event prior to June 30 in each year, the Trustee shall mail to each holder a brief report dated as of such June 30 that complies with
Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. 
 A copy of each report at the time of its mailing to the holders shall be filed with the SEC (if applicable) and each stock exchange (if any) on which the Notes are listed. The Issuers agree to notify
promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof. 
 SECTION 7.07.
Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation, as the Issuers and the Trustee shall from time to time agree in writing, for the Trustee’s acceptance of this Indenture and its
services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made by
it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The
Issuers and the Subsidiary Guarantors, jointly and severally shall indemnify the Trustee, including its officers, directors, employees and agents, against any and all loss, liability, claim, damage or expense (including reasonable attorneys’
fees and expenses) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties 

  
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hereunder, including the costs and expenses of enforcing this Indenture or Note Guarantee against the Issuers or any Subsidiary Guarantor (including this Section 7.07) and defending itself
against or investigating any claim (whether asserted by the Issuers, any Subsidiary Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or
resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuers shall not
relieve the Issuers or any Subsidiary Guarantor of their indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers’ expense in the defense. Such indemnified
parties may have separate counsel and the Issuers and such Subsidiary Guarantor, as applicable shall pay the fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if
they assume such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuers and the Subsidiary Guarantor, as applicable, and such parties in connection with such
defense. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. 

To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior
to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. 
 The Issuers’ and the Subsidiary Guarantors’ payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this
Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in
Section 6.01(f) or (g) with respect to the Issuers, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 
 No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction. 
 SECTION 7.08. Replacement of Trustee. 
 (a) The Trustee may resign at
any time by so notifying the Issuers. The holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuers shall remove the Trustee if: 

(i) the Trustee fails to comply with Section 7.10; 

(ii) the Trustee is adjudged bankrupt or insolvent; 

(iii) a receiver or other public officer takes charge of the Trustee or its property; or 

  
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 (iv) the Trustee otherwise becomes incapable of acting. 

(b) If the Trustee resigns, is removed by the Issuers or by the holders of a majority in principal amount of the Notes and such holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor
Trustee. 
 (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the
Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to the holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07. 

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or
the holders of 10% in principal amount of the Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee. 
 (e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any holder who has been a bona fide holder of a
Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 (f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 

SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have. 
 SECTION 7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America
or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100,000,000 as set
forth in its most recent published annual report of condition. 

  
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 This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture
Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 

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

ARTICLE VIII 
 DISCHARGE OF INDENTURE; DEFEASANCE 
 SECTION 8.01. Discharge of
Liability on Notes; Defeasance. 
 (a) This Indenture shall be discharged and shall cease to be of further effect (except as
to surviving rights of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes when: 
 (i) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes (1) have become due and
payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable at the option of the Issuers, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to
apply such funds to the payment thereof at maturity or redemption, as the case may be; 
 (ii) the Issuers have
paid all other sums payable under this Indenture; and 
 (iii) the Issuers have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 

(b) Subject to Sections 8.01(c) and 8.02, the Issuers at any time may terminate (i) all of their obligations under the Notes and
this Indenture (with respect to the holders of the Notes) (“legal defeasance option”) or (ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.14 and the operation of
Section 5.01 for the 

  
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benefit of the holders of the Notes, and Sections 6.01(c), 6.01(d) and Sections 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Issuers only), 6.01(g), 6.01(h), 6.01(i) and
6.01(j) (“covenant defeasance option”). The Issuers may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuers terminate all of their obligations under the
Notes and this Indenture (with respect to such Notes) by exercising their legal defeasance option or their covenant defeasance option, the obligations of each Subsidiary Guarantor with respect to the Notes and the Security Documents shall be
terminated simultaneously with the termination of such obligations. 
 If the Issuers exercise their legal defeasance option,
payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in
Section 6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Company only), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuers to comply with Section 5.01. 

Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in writing the
discharge of those obligations that the Issuers terminate. 
 (c) Notwithstanding clauses (a) and (b) above, the
Issuers’ obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuers’ obligations in Sections 7.07, 8.05 and 8.06 shall
survive such satisfaction and discharge. 
 SECTION 8.02. Conditions to Defeasance. 

(a) The Issuers may exercise their legal defeasance option or its covenant defeasance option only if: 

(i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a
combination thereof in an amount sufficient or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Notes
when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; 
 (ii) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without
reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all
the Notes to maturity or redemption, as the case may be; 
 (iii) 123 days pass after the deposit is made and
during the 123-day period no Default specified in Section 6.01(e) or (f) with respect to the Issuers occurs which is continuing at the end of the period; 

  
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 (iv) the deposit does not constitute a default under any other agreement
binding on the Issuers and is not prohibited by Article X; 
 (v) in the case of the legal defeasance option, the
Issuers shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuers have 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 holders will not recognize income, gain or loss for Federal income tax purposes as a result
of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the
Opinion of Counsel required by the immediately preceding sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or
(y) will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; 

(vi) impair the right of any holder to receive payment of principal of, premium, if any, and interest on such
holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; 
 (vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not
occurred; and 
 (viii) the Issuers deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been complied with. 

(b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future
date in accordance with Article III. 
 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust
money or U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to this Article VIII. It shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Notes so discharged or defeased. 
 SECTION 8.04.
Repayment to Issuers. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuers upon request any money or U.S. Government 

  
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Obligations held by it as provided in this Article which, in the written opinion of nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall
only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article. 

Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuers upon written request any
money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, holders entitled to the money must look to the Issuers for payment as general creditors, and the Trustee and each Paying Agent shall
have no further liability with respect to such monies. 
 SECTION 8.05. Indemnity for U.S. Government Obligations.
The Issuers shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with this Article VIII 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 Issuers’ obligations under
this Indenture and the Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article VIII; provided, however, that, if the Issuers have made any payment of principal of, or interest on, any such Notes because of the reinstatement of its obligations, the Issuers
shall be subrogated to the rights of the holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent. 
 ARTICLE IX 
 AMENDMENTS AND WAIVERS 

SECTION 9.01. Without Consent of the Holders. 
 (a) The Issuers and the Trustee may amend this Indenture, the Security Documents, the First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement or the Notes without notice to or consent
of any holder: 
 (i) to cure any ambiguity, omission, mistake, defect or inconsistency; 

(ii) to provide for the assumption by a Successor Company of the obligations of the Company under this Indenture and the
Notes; 
 (iii) to add a Subsidiary Guarantor with respect to the Notes pursuant to Section 4.12;


  
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 (iv) to provide for uncertificated Notes in addition to or in place of
certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code; 
 (v) to conform the text of this Indenture, the Notes, the Security Documents, any First Lien
Intercreditor Agreement or any Second Lien Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was
intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Security Documents, any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement, as evidenced to the Trustee by an Officer’s
Certificate; 
 (vi) to add Collateral to secure the Notes; 

(vii) to release or subordinate Collateral as permitted by this Indenture, any First Lien Intercreditor Agreement or any
Second Lien Intercreditor Agreement; 
 (viii) to add additional secured creditors holding Other First Priority
Lien Obligations or other Second Priority Lien Obligations (and, in such case, the Issuers and Trustee may execute any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement in connection therewith) so long as such obligations
are not prohibited by this Indenture or the Security Documents; 
 (ix) to secure any Other First Priority Lien
Obligations or Second Priority Lien Obligations under the Security Documents in the case of any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement, in order to subject the security interests in the Collateral in respect of
any Other First Priority Lien Obligations or Second Priority Lien Obligations to the terms of any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement, in each case to the extent the Incurrence of such Indebtedness, and the
grant of all Liens on the Collateral held for the benefit of such Indebtedness were permitted under this Indenture; 
 (x) to conform to the text of the Indenture, the Notes, the Security Documents, any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement or any other such documents and
instruments (in recordable form) as may be necessary or advisable to preserve and confirm the relative priorities of the first lien documents and second lien documents as such priorities are contemplated by and set forth any First Lien Intercreditor
Agreement or Second Lien Intercreditor Agreement; 
 (xi) to add to the covenants of the Company for the benefit
of the holders or to surrender any right or power herein conferred upon the Issuers; 
 (xii) to comply with any
requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; 
 (xiii) to make any change that does not adversely affect the rights of any holder; or 

  
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 (xiv) to provide for the issuance of Additional Notes, which shall have
terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities. 

(b) After an amendment under this Section 9.01 becomes effective, the Issuers shall mail to the holders a notice briefly describing
such amendment, provided that in the case of an amendment pursuant to Section 9.01(a)(xiii), no such notice shall be required. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section 9.01. 
 SECTION 9.02. With Consent of the Holders. 

(a) The Issuers and the Trustee may amend this Indenture and the Security Documents or Notes with the written consent of the holders of
at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding
Note affected, an amendment may not: 
 (1) reduce the amount of Notes whose holders must consent to an
amendment, 
 (2) reduce the rate of or extend the time for payment of interest on any Note, 

(3) reduce the principal of or change the Stated Maturity of any Note, 

(4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in
accordance with Article III or Section 4.09, 
 (5) make any Note payable in money other than that stated in
such Note, 
 (6) expressly subordinate the Notes to any other Indebtedness of the Company or any Subsidiary
Guarantor, 
 (7) impair the right of any holder to receive payment of principal of, premium, if any, and
interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes, 

(8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions,

 (9) make any change in the provisions in any First Lien Intercreditor Agreement, any Second Lien Intercreditor
Agreement or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Notes, or 

  
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 (10) except as expressly provided by this Indenture, modify or release the
Note Guarantee of any Significant Subsidiary in any manner adverse to the holders of the Notes. 
 In addition, without the
consent of the holders of at least 66 2/3% in aggregate principal amount of Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect
to the Notes. 
 It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment
under this Section 9.02 becomes effective, the Issuers shall mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an
amendment under this Section 9.02. 
 SECTION 9.03. Compliance with Trust Indenture Act. From the date on which
this Indenture is qualified under the TIA, every amendment, waiver or supplement to this Indenture or the Notes shall comply with the TIA as then in effect. 
 SECTION 9.04. Revocation and Effect of Consents and Waivers. 
 (a) A
consent to an amendment or a waiver by a holder of a Note shall bind the holder and every subsequent holder of that Note or portion of the Note that evidences the same debt as the consenting holder’s Note, even if notation of the consent or
waiver is not made on the Note. However, any such holder or subsequent holder may revoke the consent or waiver as to such holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date on which the Trustee
receives an Officers’ Certificate from the Issuers certifying that the requisite principal amount of Notes have consented. After an amendment or waiver becomes effective, it shall bind every holder. An amendment or waiver becomes effective upon
the (i) receipt by the Issuers or the Trustee of consents by the holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto
containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuers and the Trustee. 
 (b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the holders entitled to give their consent or take any other action described above or required or
permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were holders at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be holders after such record date. No such consent shall be valid or effective for more than 120
days after such record date. 
 SECTION 9.05. Notation on or Exchange of Notes. If an amendment, supplement or
waiver changes the terms of a Note, the Issuers may require the holder of the Note 

  
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to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the holder. Alternatively, if the Issuers or the Trustee so
determines, the Issuers in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such
amendment, supplement or waiver. 
 SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating
that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers, enforceable against them in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). 
 SECTION 9.07.
Additional Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class and no Notes will have the right to vote or
consent as a separate class on any matter. Determinations as to whether holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article IX and
Section 2.14. 
 ARTICLE X 
 RANKING OF NOTE LIENS 
 SECTION 10.01. Relative Rights. Any
First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement define the relative rights, as lienholders, of holders of First Priority Liens, holders of Liens securing First Priority Lien Obligations and holders of Liens securing
Junior Lien Obligations. Nothing in this Indenture or any First Lien Intercreditor Agreement will: 
 (a) impair,
as between the Issuers and holders of Notes, the obligation of the Issuers, which are absolute and unconditional, to pay principal of, premium and interest on Notes in accordance with their terms or to perform any other obligation of the Issuers or
any other obligor under this Indenture, the Notes and the Security Documents; 
 (b) restrict the right of any
holder to sue for payments that are then due and owing, in a manner not inconsistent with the provisions of any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement; 

(c) prevent the Trustee, the Collateral Agent or any holder from exercising against the Issuers or any other obligor any
of its other available remedies upon a Default or Event of Default (other than its rights as a secured party, which are subject to any First Lien Intercreditor Agreement); or 

  
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 (d) restrict the right of the Trustee, the Collateral Agent or any holder:

 (1) to file and prosecute a petition seeking an order for relief in an involuntary bankruptcy case as to any
obligor or otherwise to commence, or seek relief commencing, any insolvency or liquidation proceeding involuntarily against any obligor; 
 (2) to make, support or oppose any request for an order for dismissal, abstention or conversion in any insolvency or liquidation proceeding; 

(3) to make, support or oppose, in any insolvency or liquidation proceeding, any request for an order extending or
terminating any period during which the debtor (or any other Person) has the exclusive right to propose a plan of reorganization or other dispositive restructuring or liquidation plan therein; 

(4) to seek the creation of, or appointment to, any official committee representing creditors (or certain of the
creditors) in any insolvency or liquidation proceedings and, if appointed, to serve and act as a member of such committee without being in any respect restricted or bound by, or liable for, any of the obligations under this Article X; 

(5) to seek or object to the appointment of any professional person to serve in any capacity in any insolvency or
liquidation proceeding or to support or object to any request for compensation made by any professional person or others therein; 
 (6) to make, support or oppose any request for order appointing a trustee or examiner in any insolvency or liquidation proceedings; or 

(7) otherwise to make, support or oppose any request for relief in any insolvency or liquidation proceeding that it is
permitted by law to make, support or oppose: 
 if it were a holder of unsecured claims; or 

(x) as to any matter relating to any plan of reorganization or other 

(y) restructuring or liquidation plan or as to any matter relating to the administration of the estate or the disposition
of the case or proceeding (in each case except as set forth in any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement). 
 ARTICLE XI 
 COLLATERAL 

SECTION 11.01. Security Documents. The payment of the principal of and interest and premium, if any, on the Notes when due,
whether on an Interest Payment Date, at 

  
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maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Note Guarantees, the payment of all
other Notes Obligations and the performance of all other obligations of the Issuers and the Subsidiary Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents are secured as provided in the Security Documents which
the Issuers and the Subsidiary Guarantors have entered into and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Company shall, and shall cause each Restricted Subsidiary to, and each
Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are
necessary or required by the Security Documents to maintain (at the sole cost and expense of the Company and its Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any
Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected first priority security interest subject only to Permitted Liens. 

SECTION 11.02. Collateral Agent. (a) The Collateral Agent shall have all the rights and protections provided in the
First Lien Security Documents. 
 (b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent
nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of
the Security Documents, for the creation, perfection, priority, sufficiency or protection of any First Priority Lien, or any defect or deficiency as to any such matters. 

(c) Subject to the First Lien Security Documents and any First Lien Intercreditor Agreement, (i) the Trustee shall
direct the Collateral Agent and (ii) except as directed by the Trustee as required or permitted by this Indenture and any other representatives or pursuant to the Security Documents, the holders acknowledge that Collateral Agent will not be
obligated: 
 (1) to act upon directions purported to be delivered to it by any other Person; 

(2) to foreclose upon or otherwise enforce any First Priority Lien; or 

(3) to take any other action whatsoever with regard to any or all of the First Priority Liens, Security Documents or
Collateral. 
 (d) The holders of Notes agree that the Collateral Agent shall be entitled to the rights,
privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in
each of its capacities) and the Collateral Agent to enter into and perform any First Lien Intercreditor Agreement, Second Lien Intercreditor Agreement and Security Documents in each of its capacities thereunder. 

  
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 (e) If the Issuers (i) Incur First Priority Lien Obligations at any
time and (ii) direct the Trustee to deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into a First Lien Intercreditor Agreement in favor of a designated agent or representative
for the holders of the First Priority Lien Obligations so Incurred, the holders acknowledge that the Collateral Agent is hereby authorized and directed to enter into such intercreditor agreement, bind the holders on the terms set forth therein and
perform and observe its obligations thereunder. 
 (f) If the Issuers (i) Incur Second Priority Lien Obligations at any
time and (ii) direct the Trustee to deliver to the Collateral Agent an Officers’ Certificate so stating and requesting the Collateral Agent to enter into a Second Lien Intercreditor Agreement in favor of a designated agent or
representative for the holders of the Second Priority Lien Obligations so Incurred, the holders acknowledge that the Collateral Agent is hereby authorized and directed to enter into such intercreditor agreement, bind the holders on the terms set
forth therein and perform and observe its obligations thereunder. 
 SECTION 11.03. Authorization of Actions to Be
Taken. (a) Each holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security Document, any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement as originally in effect and as
amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and
empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement and authorizes and empowers the Trustee and the
Collateral Agent to bind the holders of Notes and other holders of Obligations as set forth in the Security Documents to which it is a party and any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement and to perform its
obligations and exercise its rights and powers thereunder. 
 (b) The Trustee is authorized and empowered to
receive for the benefit of the holders of Notes any funds collected or distributed under the Security Documents to which the Trustee is a party and to make further distributions of such funds to the holders of Notes according to the provisions of
this Indenture. 
 (c) Subject to the provisions of Section 7.01 and Section 7.02 hereof, and any First
Lien Intercreditor Agreement and the Security Documents, the Trustee may, in its sole discretion and without the consent of the holders, direct, on behalf of the holders, the Collateral Agent to take all actions it deems necessary or appropriate in
order to: 
 (1) foreclose upon or otherwise enforce any or all of the First Priority Liens; 

(2) enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or 

(3) collect and receive payment of any and all Obligations. 

  
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 Subject to any First Lien Intercreditor Agreement, the Trustee is authorized and empowered
to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the Collateral Agent or
Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the
Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the holders of Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or
be prejudicial to the interests of holders, the Trustee or the Collateral Agent. 
 SECTION 11.04. Release of
Collateral. (a) Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of
any First Lien Intercreditor Agreement or as provided hereby or in the Security Documents. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and the applicable Subsidiary Guarantor
shall be automatically released from its obligations under this Indenture and the Security Documents, under any one or more of the following circumstances: 
 (1) the release of Excess Proceeds that remain unexpended after the conclusion of an Asset Sale Offer conducted in accordance with this Indenture; 

(2) in respect of the property and assets of a Subsidiary Guarantor, upon the consummation of any transaction permitted by this Indenture
as a result of which such Subsidiary Guarantor ceases to be a Subsidiary or otherwise ceases to be a Pledgor (as defined in the Collateral Agreement), and such Subsidiary Guarantor shall be automatically released from its obligations hereunder and
under the Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Subsidiary Guarantor; 

(3) upon any sale or other transfer by the Issuers or any Subsidiary Guarantor of any Collateral that is permitted under this Indenture
to any person that is not an Issuer or a Subsidiary Guarantor (including in connection with an event of loss), or upon the effectiveness of any written consent to the release of the security interest granted by the Collateral Agreement in any
Collateral pursuant to this Indenture, the security interest in such Collateral shall be automatically released, all without delivery of any instrument or performance of any act by any party; 

(4) to enable the Issuers or any Subsidiary Guarantor to consummate the disposition (other than any disposition to the Issuers or another
Subsidiary Guarantor) of such property or assets to the extent not prohibited under Section 4.06, and to enable any release described in Section 7.15 of the Collateral Agreement; 

  
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 (5) in respect of the property and assets of a Subsidiary Guarantor, upon the designation of
such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”, and such Subsidiary Guarantor shall be automatically released from its obligations hereunder
and under the Security Documents; 
 (6) in respect of the property and assets of a Subsidiary Guarantor, upon the release or
discharge of the pledge granted by such Subsidiary Guarantor to secure the Obligations under any other Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to become a Subsidiary Guarantor with respect to the
Notes other than (x) in connection with a release or discharge by or as a result of payment in respect such other Indebtedness or guarantee or (y) at any time that such other Indebtedness or guarantee does not constitute a majority of the
aggregate principal amount of First Priority Lien Obligations outstanding at such time; 
 (7) upon the Incurrence of any
Indebtedness under an FF&E Facility in respect of any assets owned by the Company or a Subsidiary Guarantor prior to the Incurrence of such Indebtedness, and such assets are to become FF&E Collateral under such FF&E Facility (so long as
the fair market value of such assets (as determined by the Company in good faith) is not greater than the principal amount of such Indebtedness at the time of Incurrence thereof); and 

(8) as described under Article IX. 
 In addition, the security interests granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate and/or be released all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall revert to the applicable Subsidiary Guarantors (as defined in the Collateral Agreement), as of the date upon (i) all the Obligations under the Notes and this Indenture
(other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; (ii) a legal defeasance or covenant defeasance or discharge under Article VIII, or (iii) the
Holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture consent to the termination of the Security Documents. 
 In connection with any termination or release pursuant to this Section 11.04(a), the Collateral Agent shall execute and deliver to any Subsidiary Guarantor (as defined in the Collateral Agreement),
at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer
to such Subsidiary Guarantor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture
or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(a), the
Subsidiary Guarantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. 

  
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 Upon the receipt of an Officers’ Certificate and an Opinion of Counsel from the
Issuers, as described in Section 11.04(b) below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the Collateral Agent shall execute, deliver or acknowledge such instruments
or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the First Lien Intercreditor Agreement. 

(b) Notwithstanding anything herein to the contrary, in connection with (x) any release of Collateral pursuant to
Section 11.04(a)(1), (5), (6) or (8) above, such Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(2), (3),
(4) and (7), the Collateral Agent shall not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officers’ Certificate and Opinion of Counsel certifying that all
conditions precedent, including, without limitation, this Section 11.04, have been met, stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released, the fair value of the Collateral to be
released and that no Default or Event of Default has occurred and is continuing have been delivered to the Collateral Agent on or prior to the date of such release or, in the case of clause (y) above, the date on which the Collateral Agent
executes any such instrument. 
 (c) Notwithstanding anything herein to the contrary, at any time when a Default
or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral
pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as otherwise provided in any First Lien Intercreditor Agreement. 

SECTION 11.05. Filing, Recording and Opinions. (a) Any release of Collateral permitted by Section 11.04 hereof will
be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officers’ Certificate or Opinion of Counsel, shall be entitled to rely upon the foregoing
as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in
such documents and Opinion of Counsel. 
 (b) Notwithstanding anything to the contrary herein, the Company and its Subsidiaries
will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act. 
 (c) Upon the
request of the Trustee, the Trustee shall be entitled to rely on an Officer’s Certificate and an Opinion of Counsel in respect of any matter in furtherance of the foregoing transactions contemplated by this Section 11.05. 

SECTION 11.06. [Intentionally omitted.] 

  
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 SECTION 11.07. Powers Exercisable by Receiver or Trustee. In case the Collateral
shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article XI upon the Issuers with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee,
and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuers or of any officer or officers thereof required by the provisions of this Article XI; and if the Trustee or the Collateral
Agent shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee or the Collateral Agent, as the case may be. 

SECTION 11.08. Release Upon Termination of the Issuers’ Obligations. In the event (i) that the Issuers deliver to
the Trustee, in form and substance acceptable to it, an Officers’ Certificate and Opinion of Counsel certifying that all the obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by the
payment in full of the Issuers’ obligations under the Notes, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs
under Article VIII, the Trustee shall deliver to the Issuers and the Collateral Agent a notice stating that the Trustee, on behalf of the holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under
the Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall (or shall direct the Collateral Agent to) do or cause to be
done all acts reasonably necessary to release such Lien as soon as is reasonably practicable. 
 SECTION 11.09.
Designations. For purposes of the provisions hereof and any First Lien Intercreditor Agreement requiring the Issuers to designate Indebtedness for the purposes of the terms First Priority Lien Obligations and Other First Priority Lien
Obligations or any other such designations hereunder or under any First Lien Intercreditor Agreement, any such designation shall be sufficient if the relevant designation provides in writing that such First Priority Lien Obligations or Other First
Priority Lien Obligations are permitted under this Indenture and is signed on behalf of the Issuers by an Officer and delivered to the Trustee and the Collateral Agent. 
 SECTION 11.10. Appointment and Authorization of U.S. Bank National Association as Collateral Agent. U.S. Bank National Association is hereby designated and appointed as the Collateral Agent of
the Holders under the Security Documents, and is authorized as the Collateral Agent for such Holders to execute and enter into each of the Security Documents and all other instruments relating to the Security Documents and (i) to take action
and exercise such powers as are expressly required or permitted hereunder and under the Security Documents and all instruments relating hereto and thereto, (ii) to exercise such powers and perform such duties as are, in each case, expressly
delegated to the Collateral Agent by the terms hereof and thereof together with such other powers and discretions as are reasonably incidental hereto and thereto and (iii) to act upon the directions of the Trustee. 

  
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 ARTICLE XII 
 GUARANTEE 
 SECTION 12.01. Guarantee. 

(a) To the extent applicable, each Subsidiary Guarantor hereby jointly and severably, irrevocably and unconditionally guarantees, on a
first-priority secured basis, as a primary obligor and not merely as a surety, to each holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by
redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary
obligations of the Issuers under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this
Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in
part, without notice or further assent from any Subsidiary Guarantor, and that each Subsidiary Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal of any Guaranteed Obligation. 

(b) To the extent applicable, each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Issuers of any
of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be
affected by (i) the failure of any holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any
extension or renewal of this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of
any security held by any holder or the Trustee for the Guaranteed Obligations or each Subsidiary Guarantor; (v) the failure of any holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or
(vi) any change in the ownership of each Subsidiary Guarantor, except as provided in Section 12.02(b) or Section 12.02(c). Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder
divided among the Subsidiary Guarantors, such that such Subsidiary Guarantor’s obligations would be less than the full amount claimed. 
 (c) Each Subsidiary Guarantor hereby waives any right to which it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Subsidiary
Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Subsidiary Guarantor hereunder. Each Subsidiary Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to
an action being initiated against such Subsidiary Guarantor. 

  
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 (d) Each Subsidiary Guarantor further agrees that its Note Guarantee herein constitutes a
guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any holder or the Trustee to any security held for payment of the Guaranteed Obligations.

 (e) The Note Guarantee of each Subsidiary Guarantor is, to the extent and in the manner set forth in Article XII, equal in
right of payment to all existing and future Pari Passu Indebtedness, and senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers and is made subject to such provisions of this Indenture. 

(f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Subsidiary Guarantor hereunder shall not
be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any
Subsidiary Guarantor or would otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. 
 (g)
Each Subsidiary Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Subsidiary Guarantor further agrees that its Note Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or
reorganization of the Issuers or otherwise. 
 (h) In furtherance of the foregoing and not in limitation of any other right
which any holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent
not prohibited by applicable law) and (iii) all other monetary obligations of the Issuers to the holders and the Trustee. 

(i) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of
any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Subsidiary Guarantor further 

  
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agrees that, as between it, on the one hand, and the holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as
provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable the Subsidiary Guarantors for the purposes of this
Section 12.01. 
 (j) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees and expenses) Incurred by the Trustee or any holder in enforcing any rights under this Section 12.01. 

(k) Upon request of the Trustee, each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 12.02.
Limitation on Liability. 
 (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations guaranteed hereunder by each Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
 (b) A Note Guarantee as to any Subsidiary that executes a supplemental indenture in accordance with Section 4.12 hereof and provides a guarantee shall terminate and be of no further force or effect
and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article XII upon: 

(i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise)
of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Wholly Owned Restricted Subsidiary), of the applicable Subsidiary Guarantor if such sale, disposition,
exchange or other transfer is made in a manner not in violation of this Indenture; 
 (ii) the Company
designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; 

(iii) the release or discharge of the pledge by such Subsidiary Guarantor of other Indebtedness or the guarantee of any
other Indebtedness which resulted in the obligation to guarantee the Notes; and 

  
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 (iv) the Issuers’ exercise of its legal defeasance option or covenant
defeasance option under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture. 
 A Note Guarantee as to any Subsidiary also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest
securing Bank Indebtedness or other exercise of remedies in respect thereof. 
 SECTION 12.03. Successors and
Assigns. This Article XII shall be binding upon each Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the holders and, in the event of any transfer or assignment
of rights by any holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of
this Indenture. 
 SECTION 12.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the
holders in exercising any right, power or privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights,
remedies and benefits of the Trustee and the holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XII at law, in equity, by statute or otherwise.

 SECTION 12.05. Modification. No modification, amendment or waiver of any provision of this Article XII, nor the
consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle any Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances. 

SECTION 12.06. Execution of Supplemental Indenture for Future Subsidiary Guarantors. Each Subsidiary and other Person which
is required to become a Subsidiary Guarantor of the Notes pursuant to Section 4.12 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which such Subsidiary or other
Person shall become a Subsidiary Guarantor under this Article XII and shall guarantee the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee an Opinion of Counsel and an
Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent
conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Subsidiary Guarantor is a valid and binding
obligation of such guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. 

  
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 SECTION 12.07. Non-Impairment. The failure to endorse a Note Guarantee shall not
affect or impair the validity thereof. 
 ARTICLE XIII 

MISCELLANEOUS 
 SECTION 13.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c) in respect of
Sections of the Trust Indenture Act that are incorporated by reference in this Indenture pursuant to Section 1.03, the imposed duties shall control. 
 SECTION 13.02. Notices. 
 (a) Any notice or communication required or
permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by first-class mail addressed as follows: 
 if to the Issuers or a Subsidiary Guarantor: 
 Chester Downs and Marina, LLC

 Chester Downs Finance Corp. 
 c/o Caesar’s Entertainment Corp. 
 One Caesar’s Palace Drive 

Las Vegas, Nevada 89101-8969 
 Telephone: (702) 407-6000 
 Facsimile: (702) 407-6418 

Attn: General Counsel 
 if to the Trustee: 
 U.S. Bank National Association 

60 Livingston Avenue 
 St. Paul, Minnesota 55107-1419 
 Telephone: (651) 495-3909 

Facsimile: (651) 495-8097 
 Attn: Corporate Trust Services, Raymond S. Haverstock 
 The Issuers or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices or communications. 
 (b) Any notice or
communication mailed to a holder shall be mailed, first class mail, to the holder at the holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

 (c) Failure to mail a notice or communication to a holder or any defect in it shall not affect its sufficiency with respect
to other holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received. 

  
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 SECTION 13.03. Communication by the Holders with Other Holders. The holders may
communicate pursuant to Section 312(b) of the TIA with other holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of
the TIA. 
 SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by
the Issuers to the Trustee to take or refrain from taking any action under this Indenture, the Issuers shall furnish to the Trustee at the request of the Trustee: 
 (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with; and 
 (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
 SECTION 13.05.
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.10) shall include: 

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

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (c) a statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however, that with respect to matters of fact an Opinion
of Counsel may rely on an Officers’ Certificate or certificates of public officials. 
 SECTION 13.06. When Notes
Disregarded. In determining whether the holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Issuers shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 

SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting
of the holders. The Registrar and a Paying Agent may make reasonable rules for their functions. 

  
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 SECTION 13.08. Legal Holidays. If a payment date is not a Business Day, payment
shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular Record Date is
not a Business Day, the Record Date shall not be affected. 
 SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND
THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 SECTION 13.10. No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuers or of any Subsidiary Guarantor or any direct
or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers or any Subsidiary Guarantor under the Notes or 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. 
 SECTION 13.11. Successors. All agreements of any Issuer and any Subsidiary Guarantor in this Indenture and the Notes shall bind its successors. All agreements of the Trustee and Collateral
Agent in this Indenture shall bind its successors. 
 SECTION 13.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 

SECTION 13.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

SECTION 13.14. Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a
provision of this Indenture, such provision of this Indenture shall control. 
 SECTION 13.15. Severability. In case
any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to
the extent of such invalidity, illegality or unenforceability. 
 SECTION 13.16. Intercreditor Agreements. The terms
of this Indenture are subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement. 
 SECTION 13.17. Acts of Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by holders may be
embodied in and evidenced by one or more instruments of substantially 

  
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similar tenor signed by such holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuers, if made
in the manner provided in this Section. 
 The fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged
to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority.
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

The ownership of the Notes shall be proved by the register of the Notes kept by the Registrar. 

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder of any Note shall bind every future
holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuers in reliance
thereon, whether or not notation of such action is made upon such Note. 
 If the Issuers shall solicit from the holders any
request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuers may, at their option, by or pursuant to a resolution of the Board of Directors or any committee thereof of the Company, fix in advance a record date for the
determination of holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuers shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the holders of record at the close of business on such record date shall be deemed to be holders for the purposes of determining whether holders
of the requisite proportion of the outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Notes shall be computed as of
such record date; provided that no such authorization, agreement or consent by the holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after
the record date. 
 SECTION 13.18. Security Advice Waiver. The parties hereto acknowledge that to the extent
regulations of the Comptroller of the Currency or other applicable regulatory entity grant them the right to receive brokerage confirmations for certain security transactions as they occur, they each specifically waive receipt of such confirmations
to the extent permitted by law. 

  
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 SECTION 13.19. Patriot Act. The parties hereto acknowledge that in accordance
with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person
or legal entity that establishes a relationship or opens an account with the Trustee. The parties hereto agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act. 
 [Remainder of page intentionally left blank] 

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

					
	CHESTER DOWNS AND MARINA, LLC
			
		 	By:  	 	HARRAH’S CHESTER DOWNS INVESTMENT COMPANY, LLC, a Delaware limited liability company




					
	
	Its: Managing Member
		
	By:	 	 /s/ Jonathan Halkyard

		 	Name: Jonathan Halkyard
		 	Title: Treasurer and Secretary
	
	CHESTER DOWNS FINANCE CORP.
		
	By:	 	 /s/ Jonathan Halkyard

		 	Name:	 	Jonathan Halkyard
		 	Title:	 	Senior Vice President and Treasurer



  
 [Indenture]










					
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Raymond S. Haverstock

		 	Name:	 	Raymond S. Haverstock
		 	Title:	 	Vice President



  
 S-2









 APPENDIX A 
 PROVISIONS RELATING TO INITIAL SECURITIES AND ADDITIONAL SECURITIES 
  

	 	1.	Definitions. 

  

	 	1.1	Definitions. 

 For the purposes
of this Appendix A the following terms shall have the meanings indicated below: 
 “Definitive Note” means a
certificated Initial Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend. 
 “Depository” means The Depository Trust Company, its nominees and their respective successors. 
 “Global Note” means a certificated Initial Note that includes the Global Notes Legend. 
 “Global Notes Legend” means the legend set forth under that caption in the applicable Exhibit to this Indenture. 
 “IAI” means an institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depository) or any successor
person thereto, who shall initially be the Trustee. 
 “QIB” means a “qualified institutional
buyer” as defined in Rule 144A. 
 “Regulation S” means Regulation S under the Securities Act.

 “Regulation S Notes” means all Initial Notes offered and sold outside the United States in reliance on
Regulation S. 
 “Restricted Notes Legend” means the legend set forth in Section 2.2(f)(i) herein.

 “Restricted Period,” with respect to any Notes, means the period of 40 consecutive days beginning on and
including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the
Issuers to the Trustee, and (b) the Issue Date. 
 “Rule 144A” means Rule 144A under the Securities Act.

 “Rule 144A Notes” means all Initial Notes offered and sold to QIBs in reliance on Rule 144A. 

  
 Appendix A-1









 “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act. 
 “Transfer Restricted Definitive Notes” means Definitive Notes that bear or are required to
bear or are subject to the Restricted Notes Legend. 
 “Transfer Restricted Global Notes” means Global Notes
that bear or are required to bear or are subject to the Restricted Notes Legend. 
 “Unrestricted Definitive
Notes” means Definitive Notes that are not required to bear, or are not subject to, the Restricted Notes Legend. 

“Unrestricted Global Notes” means Global Notes that are not required to bear, or are not subject to, the Restricted
Notes Legend. 
  

	 	1.2	Other Definitions. 

  

			
	 Term:
	  	 Defined in Section:

		
	Agent Members	  	2.1(b)
	Global Notes	  	2.1(b)
	Regulation S Global Notes	  	2.1(b)
	Rule 144A Global Notes	  	2.1(b)

  

	 	2.	The Notes. 

  

	 	2.1	Form and Dating; Global Notes. 


(a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and
(ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs,
purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in
accordance with applicable law. 
 (b) Global Notes. (i) Except as provided in clause (d) below, Rule 144A
Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). 

Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons
(collectively, the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream.

 The term “Global Notes” means the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes
shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. 

  
 Appendix A-2









 Members of, or direct or indirect participants in, the Depository (collectively, the
“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the
Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers
or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the
rights of a holder of any Note. 
 (ii) Transfers of Global Notes shall be limited to transfer in whole, but not
in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the
Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Issuers that it is unwilling or unable to continue as depository for such
Global Note and the Issuers thereupon fail to appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to
such Global Note; provided that in no event shall the Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depository in accordance with its customary procedures. 
 (iii)
In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers
shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations. 
 (iv) Any Transfer Restricted Note delivered in exchange for an
interest in a Global Note pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend. 
 (v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made in
accordance with the applicable provisions of Section 2.2. 

  
 Appendix A-3









 (vi) The holder of any Global Note may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Notes. 

 

	 	2.2	Transfer and Exchange. 

 (a)
Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Issuers for Definitive Notes except under the circumstances described
in Section 2.1(b)(ii). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.08 of this Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.2(b). 
 (b) Transfer and Exchange of Beneficial Interests in Global Notes. The transfer and exchange of
beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted Global
Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global
Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

 (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Transfer
Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend;
provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person. A beneficial
interest in an Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar
to effect the transfers described in this Section 2.2(b)(i). 
 (ii) All Other Transfers and Exchanges of
Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the
Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another
Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member
account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the
Trustee shall adjust the principal amount of the relevant Global Note pursuant to Section 2.2(i). 

  
 Appendix A-4









 (iii) Transfer of Beneficial Interests to Another Restricted Global
Note. A beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Global Note if the transfer complies with the requirements of
Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the transferee will take
delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note; and 

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the
transferor must deliver a certificate in the form attached to the applicable Note. 
 (iv) Transfer and
Exchange of Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii)
above and the Registrar receives the following: 
 (A) if the holder of such beneficial interest in a Transfer
Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 

(B) if the holder of such beneficial interest in a Transfer Restricted Global Note proposes to transfer such beneficial
interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note, 

and, in each such case, if the Issuer or the Registrar so requests or if the applicable rules and procedures of the Depository so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are
no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall
issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal
to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv). 

  
 Appendix A-5









 (v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global
Note for Beneficial Interests in a Transfer Restricted Global Note. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Transfer
Restricted Global Note. 
 (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A
beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof
in the form of a Definitive Note except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes. 

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. Transfers and exchanges of Definitive
Notes for beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable: 
 (i) Transfer Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. If any holder of a Transfer Restricted Definitive Note proposes to exchange such Transfer
Restricted Definitive Note for a beneficial interest in a Transfer Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such Transfer
Restricted Definitive Note proposes to exchange such Transfer Restricted Note for a beneficial interest in a Transfer Restricted Global Note, a certificate from such holder in the form attached to the applicable Note; 

(B) if such Transfer Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the
Securities Act, a certificate from such holder in the form attached to the applicable Note; 
 (C) if such
Transfer Restricted Definitive Note is being transferred to a Non U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such holder in the form attached to the applicable Note;

 (D) if such Transfer Restricted Definitive Note is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such holder in the form attached to the applicable Note; 

(E) if such Transfer Restricted Definitive Note is being transferred to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form attached to the applicable Note, including the certifications, certificates and
Opinion of Counsel, if applicable; or 

  
 Appendix A-6









 (F) if such Transfer Restricted Definitive Note is being transferred to the
Issuer or a Subsidiary thereof, a certificate from such holder in the form attached to the applicable Note; 
 the Trustee shall
cancel the Transfer Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Note. 

(ii) Transfer Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a
Transfer Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: 
 (A)
if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable
Note; or 
 (B) if the holder of such Transfer Restricted Definitive Notes proposes to transfer such Transfer
Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note, 

and, in each such case, if the Issuer or the Registrar so requests or if the applicable rules and procedures of the Depository so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are
no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Notes and increase or cause to be increased the
aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon
receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Transfer
Restricted Notes transferred or exchanged pursuant to this subparagraph (ii). 
 (iii) Unrestricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted
Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal 

  
 Appendix A-7









 
amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been
issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii). 
 (iv) Unrestricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes
delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note. 
 (e) Transfer and Exchange of
Definitive Notes for Definitive Notes. Upon request by a holder of Definitive Notes and such holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes.
Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly
executed by such holder or by its attorney, duly authorized in writing. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this
Section 2.2(e). 
 (i) Transfer Restricted Definitive Notes to Transfer Restricted Definitive Notes.
A Transfer Restricted Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive Note if the Registrar receives the following: 

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a
certificate in the form attached to the applicable Note; 
 (B) if the transfer will be made pursuant to Rule 903
or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note; 
 (C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached
to the applicable Note; 
 (D) if the transfer will be made to an IAI in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in subparagraphs (A) through (D) above, a certificate in the form attached to the applicable Note; and 

(E) if such transfer will be made to the Issuers or a Subsidiary thereof, a certificate in the form attached to the
applicable Note. 

  
 Appendix A-8









 (ii) Transfer Restricted Definitive Notes to Unrestricted Definitive
Notes. Any Transfer Restricted Definitive Note may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar
receives the following: 
 (A) if the holder of such Transfer Restricted Definitive Note proposes to exchange
such Transfer Restricted Definitive Note for an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note; or 
 (B) if the holder of such Transfer Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from
such holder in the form attached to the applicable Note, 
 and, in each such case, if the Registrar so requests, an Opinion of
Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer
required in order to maintain compliance with the Securities Act. 
 (iii) Unrestricted Definitive Notes to
Unrestricted Definitive Notes. A holder of an Unrestricted Definitive Note may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt of a
request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the holder thereof. 
 (iv) Unrestricted Definitive Notes to Transfer Restricted Definitive Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the
form of, a Transfer Restricted Definitive Note. 
 At such time as all beneficial interests in a particular Global Note have
been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 
 (f) Legend. 

  
 Appendix A-9









 (i) Except as permitted by the following paragraph (iii), each Note
certificate evidencing the Global Notes and any Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such
for purposes of the legend only): 
 “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (V) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3), (4) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
 Each Regulation S Note shall bear the following additional
legend: 
 THIS NOTE (OR ITS PREDECESSOR) MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY U.S. PERSON 

  
 Appendix A-10









 
EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED IN THE PRECEDING SENTENCE HAVE THE MEANINGS
GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.” 
 Each Definitive Note shall bear the following additional legend: 

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION
AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 
 (ii) Upon any sale or transfer of a Transfer Restricted Definitive Note, the Registrar shall permit the holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear
the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Definitive Note if the holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Initial Note). 
 (iii) Upon a sale or transfer
after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note
be issued in global form shall continue to apply. 
 (g) Cancellation or Adjustment of Global Note. At such time as all
beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the
direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 

(h) Obligations with Respect to Transfers and Exchanges of Notes. 

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate,
Definitive Notes and Global Notes at the Registrar’s request. 

  
 Appendix A-11









 (ii) No service charge shall be made for any registration of transfer or
exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge
payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture). 
 (iii) Prior to the
due presentation for registration of transfer of any Note, the Issuers, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

 (iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the
same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 (i) No Obligation of the Trustee. 
 (i) The Trustee shall
have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or
repurchase) or 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 the holders under the Notes shall be given or made only to the registered holders
(which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The
Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. 

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners 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. 

  
 Appendix A-12









 EXHIBIT A 
 [FORM OF FACE OF INITIAL NOTE] 
 [Global Notes Legend] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 [Restricted Notes Legend] 

“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
 THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR
(V) TO AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3), (4) OR (7) OF REGULATION D 

  
 A-1









 
UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
 [Regulation S Legend] 
 THIS NOTE (OR ITS PREDECESSOR) MAY NOT BE TRANSFERRED IN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED IN THE PRECEDING
SENTENCE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.” 
 Each Definitive Note shall bear the following
additional legend: 
 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 

  
 A-2









 [FORM OF INITIAL NOTE] 

 

					
	No.	  	 [144A] CUSIP No.
	  	165749 AA0
		  	 [144A] ISIN No.
	  	US165749AA05
			
		  	 [REG S] CUSIP No.
	  	U1653P AA7
		  	 [REG S] ISIN No.
	  	USU 1653PAA76

 9.25% Senior Secured Note due 2020 

CHESTER DOWNS AND MARINA, LLC, a Pennsylvania limited liability company and CHESTER DOWNS FINANCE CORP., a Delaware corporation, promise
to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Security attached hereto on February 1, 2020. 

Interest Payment Dates: February 1 and August 1 
 Record Dates: January 15 and July 15 
 Additional provisions of this
Note are set forth on the other side of this Note. 

  
 A-3









 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 

 

					
	CHESTER DOWNS AND MARINA, LLC
			
		 	By:  	 	HARRAH’S CHESTER DOWNS INVESTMENT COMPANY, LLC, a Delaware limited liability company
	
	Its: Managing Member
		
	By:	 	  

		 	Name:
		 	Title:
	
	CHESTER DOWNS FINANCE CORP.
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: February [    ], 2012 

  
 A-4










			
	TRUSTEE’S CERTIFICATE OF
	    AUTHENTICATION
	
	 U.S. BANK NATIONAL ASSOCIATION
     as Trustee, certifies that this is
     one of the
Notes
     referred to in the Indenture.

		
	By:	 	  

		 	Authorized Signatory

  

	*/	If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.” 


  
 A-5









 [FORM OF REVERSE SIDE INITIAL NOTE] 

9.25% Senior Secured Note Due 2020 
 1. Interest 
 CHESTER DOWNS AND MARINA, LLC, a Pennsylvania limited
liability company and CHESTER DOWNS FINANCE CORP., a Delaware corporation (such entities, and their successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuers”), promise to pay interest on
the principal amount of this Note at the rate per annum shown above. The Issuers shall pay interest semiannually on February 1 and August 1 of each year (each an “Interest Payment Date”), commencing August 1, 2012.
Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from February 3, 2012, until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

 2. Method of Payment 
 The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered holders at the close of business on January 15 and July 15 (each a “Record
Date”) next preceding the Interest Payment Date even if Notes are canceled after the Record Date and on or before the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to the Paying Agent to collect
principal payments. The Issuers shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes
represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuers shall
make all payments in respect of a certificated Note (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest may be made by mailing a check to the
registered address of each holder thereof; provided, however, that payments on the Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
 3. Paying Agent and Registrar

 Initially, U.S. Bank National Association (the “Trustee”), will act as Paying Agent and Registrar. The
Issuers may appoint and change any Paying Agent or Registrar without notice. The Issuers or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 

  
 A-6









 4. Indenture 
 The Issuers issued the Notes under an Indenture dated as of February 3, 2012 (the “Indenture”), among the Issuers and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such
terms and provisions. 
 The Notes are senior secured obligations of the Issuers. This Note is one of the Initial Notes referred
to in the Indenture. The Notes include the Initial Notes and any Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of the Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions
upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or
Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its
property. 
 To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable
by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, any Subsidiary Guarantor that executes a Note
Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. 
 5.
Optional Redemption 
 On or after February 1, 2016, the Issuers may redeem the Notes at their option, in whole at
any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice delivered to each holder’s registered address, which in the case of Global Notes, shall be DTC, at the following redemption prices (expressed
as a percentage of principal amount), plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if
redeemed during the 12-month period commencing on February 1 of the years set forth below: 
  

					
	 Period
	  	Redemption Price	 
		
	 2016
	  	 	104.625	% 
	 2017
	  	 	102.313	% 
	 2018 and thereafter
	  	 	100.000	% 


  
 A-7









 In addition, prior to February 1, 2016 the Issuers may redeem the Notes at their
option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice delivered to each holder’s registered address, which, in the case of Global Notes, shall be DTC, at a redemption price
equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date
to receive interest due on the relevant Interest Payment Date). 
 During any twelve month period prior to February 1,
2015, the Issuers may redeem up to 10% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) at a redemption price of 103%, plus accrued and unpaid interest, if any, to
the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
 Notwithstanding the foregoing, at any time and from time to time on or prior to February 1, 2015, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the
Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company to the extent the net cash
proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of principal amount thereof) of
109.250%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however,
that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption
shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Notes being redeemed and otherwise in accordance with the procedures set
forth in the Indenture. 
 6. Mandatory Redemption 
 The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 7. Notice of Redemption 
 Notice of redemption will be delivered at least
30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at his, her or its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If
money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date, interest ceases to accrue on such Notes (or such portions thereof) called for redemption. 

  
 A-8









 8. Repurchase of Notes at the Option of the Holders upon Change of Control, Specified Restricted Payments
and Asset Sales 
 Upon the occurrence of a Change of Control, each holder shall have the right, subject to certain
conditions specified in the Indenture, to cause the Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), as provided in, and subject to the terms of, the Indenture. 

In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Notes upon the occurrence of
certain events. 
 Upon a Specified Restricted Payment, the Issuers will be required to make an offer to repurchase an aggregate
amount of Notes at least equal to the Specified Amount at a purchase price in case equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), subject to certain conditions specified in the Indenture, as provided in, and subject to the terms of, the Indenture. 

9. Ranking and Collateral 
 These Notes and any Note Guarantee by a Subsidiary Guarantor will be secured by a security interest in the Collateral pursuant to certain Security Documents. The First Priority Liens upon any and all
Collateral are, to the extent and in the manner provided in any First Lien Intercreditor Agreement, equal in ranking with all present and future First Priority Liens and, as set forth in any Second Lien Intercreditor Agreement, will be senior in
ranking to all present and future Liens securing Junior Lien Obligations. 
 10. Denominations; Transfer; Exchange 

The Notes are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000. A holder shall
register the transfer of or exchange of Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the
Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed. 
 11.
Persons Deemed Owners 
 The registered holder of this Note shall be treated as the owner of it for all purposes.

 12. Unclaimed Money 
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuers at their written request unless an abandoned
property law designates another Person. After any such payment, the holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such
monies. 

  
 A-9









 13. Discharge and Defeasance 

Subject to certain conditions, the Issuers at any time may terminate some of or all its obligations under the Notes and the Indenture if
the Issuers deposit with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be. 
 14. Amendment; Waiver 
 Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Notes may be amended with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes and (ii) any past default or compliance with any provisions may
be waived with the written consent of the holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any holder, the Issuers and the Trustee may amend
the Indenture, the Security Documents, any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a
Successor Company of the obligations of the Company under the Indenture and the Notes; (iii) to add a Subsidiary Guarantor with respect to the Notes pursuant to Section 4.12 of the Indenture; (iv) to provide for uncertificated Notes
in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code; (v) to conform the text of the Indenture, the Notes, the Security Documents, any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement to any provision of the
“Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Security
Documents, any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement; (vi) to add Collateral to secure the Notes; (vii) to release or subordinate Collateral as permitted by the Indenture or any First Lien
Intercreditor Agreement; (viii) to add additional secured creditors holding Other First Priority Lien Obligations or other Second Priority Lien Obligations (and, in such case, the Issuers and Trustee may execute any First Lien Intercreditor
Agreement or any Second Lien Intercreditor Agreement in connection therewith) so long as such obligations are not prohibited by the Indenture or the Security Documents; (ix) to secure any Other First Priority Lien Obligations or Second Priority
Lien Obligations under the Security Documents in the case of any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement, in order to subject the security interests in the Collateral in respect of any Other First Priority Lien
Obligations or Second Priority Lien Obligations to the terms of any First Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement, in each case to the extent the Incurrence of such Indebtedness, and the grant of all Liens on the
Collateral held for the benefit of such Indebtedness were permitted under this Indenture, (x) to conform to the text of the Indenture, the Notes, the Security Documents, any First Lien Intercreditor Agreement or any Second Lien Intercreditor
Agreement or any other such documents and instruments (in recordable form) as may be necessary or advisable to preserve and confirm the relative priorities of the first lien documents and second lien documents as such priorities are contemplated by
and set forth any First Lien Intercreditor Agreement or Second Lien Intercreditor Agreement, (xi) to add to the 

  
 A-10









 
covenants of the Company for the benefit of the holders or to surrender any right or power conferred upon the Company by the Indenture; (xii) to comply with any requirement of the SEC in
connection with qualifying or maintaining the qualification of, the Indenture under the TIA; (xiii) to make any change that does not adversely affect the rights of any holder; or (xiv) to provide for the issuance of the Additional Notes,
which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of securities. 

15. Defaults and Remedies 
 If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the holders of at
least 30% in principal amount of the outstanding Notes, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to
certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the
Trustee or any holders. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. 

If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under
the Indenture at the request or direction of any of the holders unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce
the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such holder has previously given the Trustee notice that an Event of Default
is continuing, (ii) the holders of at least 30% in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such holders have offered the Trustee reasonable security or indemnity against
any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the holders of a majority in principal amount of the
outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the
Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
 16.
Trustee Dealings with the Issuers 
 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture,
in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the
same rights it would have if it were not Trustee. 

  
 A-11









 17. No Recourse Against Others 

No director, officer, employee, incorporator or holder of any equity interests in the Issuers or of any Guarantor or any direct or
indirect parent corporation, as such, shall have any liability for any obligations of the Issuers or any Guarantor under the Notes, the 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. 
 18. Authentication 

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note. 
 19. Abbreviations 

Customary abbreviations may be used in the name of a holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by
the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
 20. Governing Law 
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 21. CUSIP Numbers; ISINs

 The Issuers have caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers
and ISINs in notices of redemption as a convenience to the holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon. 
 The Issuers will furnish to any holder of Notes upon written request and without
charge to the holder a copy of the Indenture which has in it the text of this Note. 

  
 A-12









 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
 I or we assign and transfer this Note to:

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

 
 (Insert assignee’s soc. sec.
or tax I.D. No.) 
 and irrevocably appoint
                     agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

 

									
	Date:	 	  
	 		 	Your Signature:	 	  


  
  

 
 Sign exactly as your name appears on the other
side of this Note. 
 Signature Guarantee: 
  

							
	Date:	 	  
	  		  	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	  		  	Signature of Signature Guarantee


  
 A-13









 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 

REGISTRATION OF TRANSFER RESTRICTED SECURITIES 
 This certificate relates to $             principal amount of Notes held in (check applicable space)
         book-entry or          definitive form by the undersigned. 
 The undersigned (check one box below): 
  

	 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive,
registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); 


 

	 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. 


In connection with any transfer of any of the Notes evidenced by this certificate occurring while this Note is still a Transfer Restricted Definitive
Note or a Transfer Restricted Global Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: 
 CHECK
ONE BOX BELOW 
  

					
	(1)	  	 ̈	  	to an Issuer; or
			
	(2)	  	 ̈	  	to the Registrar for registration in the name of the holder, without transfer; or
			
	(3)	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(4)	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(5)	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and
such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	(6)	  	 ̈	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a
signed letter containing certain representations and agreements; or
			
	(7)	  	 ̈	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by
this certificate in the name of any Person other than the registered holder 

  
 A-14









 
thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuers or the Trustee may require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Issuers or the Trustee have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act of 1933. 
  

									
	Date:	 	  
	  		  	Your Signature:	 	  


  
  

 
 Sign exactly as your name appears on the other
side of this Note. 
 Signature Guarantee: 
  

							
	Date:	 	  
	  		  	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	  		  	Signature of Signature Guarantee


  
 A-15









 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

							
	Date:	 	  
	 		  	  

		 		 		  	NOTICE: To be executed by an executive officer


  
 A-16









 [[TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

 The initial principal amount of this Global Note is
$[            ]. The following increases or decreases in this Global Note have been made: 
  

									
	 Date of Exchange
	  	Amount of decrease in
Principal Amount of this
Global Note	  	Amount of increase in
Principal Amount of this
Global Note	  	Principal amount of this
Global Note following
such decrease or
increase	  	Signature of authorized
signatory of Trustee or
Notes Custodian


  
 A-17









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) 4.08 (Change of Control) or
4.09 (Certain Specified Restricted Payment of the Indenture, check the box: 
  

					
	Asset Sale ̈	  	Change of Control  ̈	  	Specified Restricted Payment  ̈

 If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06
(Asset Sale), 4.08 (Change of Control) or 4.09 (Certain Specified Restricted Payments) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000): 
 $ 
  

									
	 Date:
	 	  
	  		 	Your Signature:	  	  

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

  

					
	Signature Guarantee:	  	  
	  	
		  	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	  	


  
 A-18









 EXHIBIT B 
 [FORM OF] 
 TRANSFEREE LETTER OF REPRESENTATION 

Chester Downs and Marina, LLC 
 Chester Downs
Finance Corp. 
 c/o U.S. Bank National Association 
 Corporate Trust Services 
 EP-MN-W53C 
 60 Livingston Avenue 
 St. Paul, Minnesota 55107-1419 

Attention: Vice President 
 Ladies and
Gentlemen: 
 This certificate is delivered to request a transfer of $[    ] principal amount of the 9.25%
Senior Secured Notes due 2020 (the “Notes”) of Chester Downs and Marina, LLC and Chester Downs Finance Corp. (together, the “Issuers”). 
 Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: 
  

					
	Name:	  	  
	  	


					
			
	Address:	  	  
	  	


					
			
	Taxpayer ID Number:	  	  
	  	

 The undersigned represents and warrants to you that: 

1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $100,000 principal amount of the Notes, and we
are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its
investment. 
 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may
not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after
the later of the date of original issue and the last date on which either the Issuers or any affiliate of such Issuers was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only
(a) in the United States to a person whom we reasonably believe is a qualified institutional buyer (as defined in rule 144A under the Securities Act) in a 

  
 B-1









 
transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act,
(c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective registration statement under the Securities Act, in each of cases (a) through
(d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth
above. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to
the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 1(b), 1(c) or 1(d) above to
require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee. 
  

					
	Dated:	 	  
	  	

  

			
	TRANSFEREE:	 	                             
       ,


 
			
		
	By:	 	  




  
 B-2









 EXHIBIT C 
 [FORM OF SUPPLEMENTAL INDENTURE] 
 SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) dated as of [                    ], among [GUARANTOR] (the “New Guarantor”), a subsidiary
of CHESTER DOWNS AND MARINA, LLC (or its successor), a Delaware limited liability company and CHESTER DOWNS FINANCE CORP. (or its successor), a Delaware corporation (together, the “Issuers”), and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as trustee under the indenture referred to below (the “Trustee”). 
 W I T N E S S
E T H : 
 WHEREAS the Issuers have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or
otherwise modified, the “Indenture”) dated as of February 3, 2012, providing for the issuance of the Issuers’ Senior Secured Notes due 2020 (the “Notes”), initially in the aggregate principal amount of
$330,000,000; 
 WHEREAS Section 4.12 of the Indenture provides that under certain circumstances the Issuers are required
to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Note
Guarantee on the terms and conditions set forth herein; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Issuers and other existing Subsidiary Guarantors, if any, are authorized to execute and deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuers and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 
 1. Defined Terms. As used
in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term
“holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
 2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes
and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a
guarantor under the Indenture. 

  
 C-1









 3. Notices. All notices or other communications to the New Guarantor shall be given
as provided in Section 13.02 of the Indenture. 
 4. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

 6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture. 
 7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. 
 8. Effect of Headings.
The Section headings herein are for convenience only and shall not effect the construction thereof. 

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

			
	[NEW GUARANTOR]
		
	By:	 	  

		 	Name:
		 	Title:
	
	 U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	  

		 	Name:
		 	Title:



  
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