Exhibit 4.1


 


Execution Version




 


 


SCIENTIFIC GAMES INTERNATIONAL, INC.


 


as Issuer


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


 


as Trustee


 


and


 


THE GUARANTORS PARTY HERETO


 


7.000% Senior Unsecured Notes due 2028


 





 



 


INDENTURE


 


Dated as of November 26, 2019


 





 











 


 






     


     


    

 


Table of Contents


 




	 	Page
	 

                                                                ARTICLE 1

                                                                 

                                                                Definitions

                                                                 

	SECTION 1.01.	Definitions	1
	SECTION 1.02.	Financial Calculations for Limited Condition Transactions	36
	SECTION 1.03.	Rules of Construction	36
	 
	ARTICLE 2

                                                                 

                                                                The Securities

                                                                 

	SECTION 2.01.	Form and Dating	37
	SECTION 2.02.	Execution and Authentication	37
	SECTION 2.03.	Registrar and Paying Agent	38
	SECTION 2.04.	Paying Agent to Hold Assets in Trust	38
	SECTION 2.05.	Securityholder Lists	38
	SECTION 2.06.	Transfer and Exchange	38
	SECTION 2.07.	Replacement Securities	39
	SECTION 2.08.	Outstanding Securities	39
	SECTION 2.09.	Treasury Securities	39
	SECTION 2.10.	Temporary Securities	39
	SECTION 2.11.	Cancellation	40
	SECTION 2.12.	Defaulted Interest	40
	SECTION 2.13.	CUSIP Number	40
	SECTION 2.14.	Deposit of Moneys	40
	SECTION 2.15.	Issuance of Additional Securities	40
	 
	ARTICLE 3

                                                                 

                                                                Redemption

                                                                 

	SECTION 3.01.	Notices to Trustee	41
	SECTION 3.02.	Selection of Securities to be Redeemed	41
	SECTION 3.03.	Notice of Redemption	41
	SECTION 3.04.	Effect of Notice of Redemption	42
	SECTION 3.05.	Deposit of Redemption Price	42
	SECTION 3.06.	Securities Redeemed in Part	43
	SECTION 3.07.	Issuer Discretion	43
	SECTION 3.08.	Gaming Redemption	43
	 
	ARTICLE 4

                                                                 

                                                                Covenants

                                                                 

	SECTION 4.01.	Payment of Securities	43
	SECTION 4.02.	Maintenance of Office or Agency	43




 






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	 	 	Page
	 	 	 
	SECTION
    4.03.	Limitation
    on Restricted Payments	44
	SECTION
    4.04.	Limitation
    on Incurrence of Additional Indebtedness and Issuance of Preferred Stock	49
	SECTION
    4.05.	Corporate
    Existence	50
	SECTION
    4.06.	Payment
    of Taxes and Other Claims	50
	SECTION
    4.07.	Maintenance
    of Properties and Insurance	50
	SECTION
    4.08.	Compliance
    Certificate; Notice of Default	51
	SECTION
    4.09.	Compliance
    with Laws	51
	SECTION
    4.10.	SEC
    Reports	52
	SECTION
    4.11.	Waiver
    of Stay, Extension or Usury Laws	52
	SECTION
    4.12.	Limitations
    on Transactions with Affiliates	52
	SECTION
    4.13.	Limitation
    on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	54
	SECTION
    4.14.	Limitation
    on Liens	56
	SECTION
    4.15.	Change
    of Control	57
	SECTION
    4.16.	Limitation
    on Asset Sales	59
	SECTION
    4.17.	Limitation
    on Guarantees by Restricted Subsidiaries	62
	SECTION
    4.18.	Suspension
    of Covenants on Achievement of Investment Grade Status	64
	 	 	 
	ARTICLE
                                         5


 


Successor
Corporation  



	SECTION
    5.01.	Merger,
    Consolidation and Sale of Assets	65
	SECTION
    5.02.	Successor
    Substituted	67
	 
	ARTICLE
                                         6  


 


Default and
Remedies


 






	SECTION
    6.01.	Events
    of Default	67
	SECTION
    6.02.	Acceleration	68
	SECTION
    6.03.	Other
    Remedies	69
	SECTION
    6.04.	Waiver
    of Past Defaults	69
	SECTION
    6.05.	Control
    by Majority	69
	SECTION
    6.06.	Limitation
    on Suits	69
	SECTION
    6.07.	Rights
    of Holders to Receive Payment	70
	SECTION
    6.08.	Collection
    Suit by Trustee	70
	SECTION
    6.09.	Trustee
    May File Proofs of Claim	70
	SECTION
    6.10.	Priorities	70
	SECTION
    6.11.	Undertaking
    for Costs	71
	SECTION
    6.12.	Restoration
    of Rights and Remedies	71
	 	 	 
	ARTICLE
                                         7


 


Trustee


 



	SECTION
    7.01.	Duties
    of Trustee	71
	SECTION
    7.02.	Rights
    of Trustee	72
	SECTION
    7.03.	Individual
    Rights of Trustee	74
	SECTION
    7.04.	Trustee’s
    Disclaimer	74







 






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	 	 	Page
	 	 	 
	SECTION 7.05.	Notice of Default	74
	SECTION 7.06.	[Reserved]	74
	SECTION 7.07.	Compensation and Indemnity	74
	SECTION 7.08.	Replacement of Trustee	75
	SECTION 7.09.	Successor Trustee by Merger, etc.	76




 


	ARTICLE 8

                                                                 

                                                                Discharge of Indenture; Defeasance

	 
	SECTION 8.01.	Termination of the Issuer’s Obligations	76
	SECTION 8.02.	Legal Defeasance and Covenant Defeasance	76
	SECTION 8.03.	Conditions to Legal Defeasance or Covenant Defeasance	77
	SECTION 8.04.	Application of Trust Money	78
	SECTION 8.05.	Repayment to the Issuer	79
	SECTION 8.06.	Reinstatement	79
	 	 	 
	ARTICLE 9

                                                                 

                                                                Amendments, Supplements and Waivers

	 
	SECTION 9.01.	Without Consent of Holders	79
	SECTION 9.02.	With Consent of Holders	80
	SECTION 9.03.	[Reserved]	81
	SECTION 9.04.	Revocation and Effect of Consents	81
	SECTION 9.05.	Notation on or Exchange of Securities	81
	SECTION 9.06.	Trustee to Sign Amendments, etc.	81
	 	 	 
	ARTICLE 10

                                                                 

                                                                Guarantee of Securities

	 
	SECTION 10.01.	Unconditional Guarantee	81
	SECTION 10.02.	Limitations on Guarantees	82
	SECTION 10.03.	Execution and Delivery	82
	SECTION 10.04.	Release of a Guarantor	83
	SECTION 10.05.	Waiver of Subrogation	83
	SECTION 10.06.	Obligations Continuing	84
	SECTION 10.07.	Obligations Reinstated	84
	SECTION 10.08.	Waiver	84
	SECTION 10.09.	No Obligation to Take Action Against the Issuer	84
	SECTION 10.10.	Default and Enforcement	84
	SECTION 10.11.	Amendment, Etc.	84
	SECTION 10.12.	Acknowledgment	84
	SECTION 10.13.	Costs and Expenses	84
	SECTION 10.14.	No Waiver; Cumulative Remedies	84
	SECTION 10.15.	Successors and Assigns	84
	SECTION 10.16.	Contribution	85
	SECTION 10.17.	Future Guarantors	85




 






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	 	 	Page
	 
	ARTICLE 11

                                                                 

                                                                [Reserved]

	 
	ARTICLE 12

                                                                 

                                                                Miscellaneous

	 
	SECTION 12.01.	[Reserved]	85
	SECTION 12.02.	Notices	85
	SECTION 12.03.	Communications by Holders with Other Holders	86
	SECTION 12.04.	Certificate and Opinion as to Conditions Precedent	86
	SECTION 12.05.	Statements Required in Certificate or Opinion	86
	SECTION 12.06.	Rules by Trustee, Paying Agent, Registrar	86
	SECTION 12.07.	Legal Holidays	86
	SECTION 12.08.	Governing Law	87
	SECTION 12.09.	No Adverse Interpretation of Other Agreements	87
	SECTION 12.10.	No Recourse Against Others	87
	SECTION 12.11.	Successors	87
	SECTION 12.12.	Duplicate Originals	87
	SECTION 12.13.	Severability	87
	SECTION 12.14.	USA PATRIOT Act	87
	SECTION 12.15.	Force Majeure	87
	SECTION 12.16.	[Reserved]	87
	SECTION 12.17.	Counterpart Originals	87
	SECTION 12.18.	WAIVER OF TRIAL BY JURY	87




 


	APPENDIX A	Provisions Relating to Securities and Additional Securities	A-1
	EXHIBIT 1	Form of Security	A-1-1




 


Note: This Table of Contents shall not, for any purpose, be
deemed to be part of the Indenture.





 






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INDENTURE, dated as of November 26, 2019,
among Scientific Games International, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined
herein) party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”).


 


Each party agrees as follows for the benefit
of the other parties and for the equal and ratable benefit of the Holders of the 7.000% Senior Unsecured Notes due 2028 (the “Securities”).


 


Concurrently with the issuance of the Securities
under this Indenture, the Issuer will also enter into another indenture, dated as of the date hereof, with Deutsche Bank Trust
Company Americas, a New York banking corporation, as the trustee relating to the issuance of the New 2029 Notes (as defined herein).


 


ARTICLE 1


 


Definitions


 


SECTION 1.01.      
Definitions.


 


“2020 Subordinated Notes”
means the Issuer’s existing 6.250% Senior Subordinated Notes due 2020.


 


“2022 Secured Notes” means
the Issuer’s 7.000% senior secured notes due 2022, which were redeemed with the proceeds from the February 2018 Financing
Transactions.


 


“2022 Unsecured Notes”
means the Issuer’s existing 10.000% senior unsecured notes due 2022.


 


“2025 Secured Notes” means
the Issuer’s existing 5.000% senior secured notes due 2025.


 


“2026 Secured Euro Notes”
means the Issuer’s existing 3.375% senior secured notes due 2026.


 


“2026 Unsecured Euro Notes”
means the Issuer’s existing 5.500% senior unsecured notes due 2026.


 


“2026 Unsecured Notes”
means the Issuer’s existing 8.250% senior unsecured notes due 2026.


 


“Acquired Indebtedness”
means Indebtedness of a Person or any of its Restricted Subsidiaries existing at the time such Person becomes a Restricted Subsidiary
of the Company or at the time it merges or consolidates with the Company or any of its Subsidiaries or is assumed in connection
with the acquisition of assets from such Person and not incurred by such Person in connection with, or in anticipation or contemplation
of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.


 


“Additional Securities”
means Securities issued under this Indenture after the Issue Date and in compliance with Sections 2.15 and 4.04, it being understood
that any Securities issued in exchange for or replacement of any Security issued on the Issue Date shall not be an Additional Security.


 






     


     


    

 





“Affiliate” means, with
respect to any Person, any Person who directly or indirectly through one or more intermediaries controls, or is controlled by,
or is under common control with, such Person; provided, however, that with respect to the Company the term Affiliate
shall not include the Company or any Subsidiary of the Company so long as no Affiliate of the Company has any direct or indirect
interest therein, except through the Company or its Subsidiaries. The term “control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise.


 


“Affiliate Transaction”
has the meaning set forth in Section 4.12.


 


“Agent” means the Registrar
or any Paying Agent.


 


“Applicable Premium” means,
with respect to any Security on any Redemption Date, the greater of:


 


(a)       1.0%
of the principal amount of such Security; and


 


(b)       the
excess, if any, of:


 


(1)       the
present value at such Redemption Date of (i) the Redemption Price of the Security at May 15, 2023 (such Redemption Price being
set forth in the table appearing in Paragraph 5 of the Securities plus (ii) all required interest payments due on the
Security through May 15, 2023 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal
to the Treasury Rate as of such Redemption Date plus 50 basis points; over


 


(2)       the
principal amount of the Security.


 


“Asset Acquisition” means


 


(a)       an
Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person becomes
a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or is merged with or into the Company or any
Restricted Subsidiary of the Company; or


 


(b)       the
acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person which constitute all or substantially
all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person
other than in the ordinary course of business.


 


“Asset Sale” means any
direct or indirect sale, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business),
assignment or other transfer for value by the Company or any of its Restricted Subsidiaries to any Person other than the Company
or a Restricted Subsidiary of the Company of:


 


(a)       any
Capital Stock of any Restricted Subsidiary of the Company; or


 


(b)       any
other property or assets, other than cash or Cash Equivalents or Capital Stock of any Unrestricted Subsidiary, of the Company or
any Restricted Subsidiary of the Company other than in the ordinary course of business;


 






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provided, however, that Asset Sales will not include:


 





(1)       a
transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration,
exclusive of indemnities, of less than $75.0 million;


 


(2)       the
sale of accounts receivable;


 


(3)       (a)
the sale, lease, conveyance, disposition or other transfer of assets that are obsolete or worn out in the ordinary course of business,
(b) the sale, lease, conveyance, disposition or other transfer of assets no longer used or useful or economically practicable
to maintain in the conduct of the business of the Company and other Restricted Subsidiaries in the ordinary course, (c) the
sale, lease, conveyance, disposition or other transfer of assets necessary in order to comply with applicable law or licensure
requirements (as determined by the Issuer in good faith) and (d) the sale, lease, conveyance, disposition or other transfer
of inventory determined by the Company to be no longer used, useful or necessary in the operation of the business of the Company
and its Restricted Subsidiaries;


 


(4)       the
sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company and its Restricted
Subsidiaries or any Guarantor as permitted under Section 5.01;


 


(5)       sales,
transfers or other dispositions of assets resulting from the creation, incurrence or assumption of (but not any foreclosure with
respect to) any Lien not prohibited by Section 4.14;


 


(6)       sales,
transfers or other dispositions of assets in a transaction constituting a Permitted Investment or a Restricted Payment permitted
by Section 4.03;


 


(7)       the
grant of licenses to third parties in respect of, the abandonment, cancellation or disposition of, or the cross-licensing,
pooling, sublicensing or licensing of, or similar arrangements (including disposition of marketing rights) with respect to, intellectual
property in the ordinary course of business of the Company or any of its Restricted Subsidiaries or otherwise consistent with past
practice or not materially disadvantageous to the Securityholders;


 


(8)       dispositions
of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint
venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(9)       dispositions
of any interest held by the Company or any of its Restricted Subsidiaries in any Specified Concession Vehicle to another Specified
Concession Vehicle in which the Company or any Restricted Subsidiary has (or, following such transfer, will have) an interest at
least equal to such interest being transferred;


 


(10)       the
settlement or early termination of any hedge or any warrant option transactions;


 


(11)       to
the extent allowable without recognition of gain or loss under Section 1031 of the Code, any exchange of like property (excluding
any boot thereon);


 


(12)       any
transfer of property or assets that is a surrender or waiver of a contract right or a settlement, surrender or release of a contract
or tort claim; and


 






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(13)       the
disposition of cash and Cash Equivalents and investments and merchandise in connection with prize, jackpot, deposit, payment processing
and player account management operations, in each case, in the ordinary course of business.


 


“August 2017 Financing Transactions”
means the entrance into an amendment to the Credit Agreement on August 14, 2017, including
the use of proceeds therefrom, including the prepayment of the balances on the term B-3 loan, as well as related fees and
expenses.


 


“Bally Transactions” means,
collectively, the offer and sale of the 2022 Secured Notes and the 2022 Unsecured Notes, the consummation of the merger of Scientific
Games Nevada, Inc. with and into Bally Technologies, Inc., a Nevada corporation, and its subsidiaries pursuant to, and as contemplated
by that certain acquisition agreement dated as of August 1, 2014 (including the repayment of certain Indebtedness of Bally Technologies,
Inc. and its subsidiaries), the closing of the related financing transactions and the payment of related fees and expenses.


 


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


 


“Board of Directors” means
(a) with respect to a corporation, the board of directors of the corporation or any committee thereof, (b) with respect to a partnership
the general partner of which is a corporation, the board of directors of the general partner of the partnership or any committee
thereof and (c) with respect to any other Person, the board or committee of such Person (or such Person’s general partner,
manager or equivalent) serving a similar function.


 


“Board Resolution” means,
with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have
been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification.


 


“Business Day” means each
day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or the city in which the corporate
trust office of the Trustee is located (currently in New York, New York) are authorized or required by law to close.


 


“Capital Stock” means (1)
with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents, however designated,
of corporate stock, including each class of common stock and preferred stock of such Person and (2) with respect to any Person
that is not a corporation, any and all partnership or other equity interests of such other Person.


 


“Capitalized Lease Obligations”
means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital
lease obligations (under FASB ASC Topic 840) or a financing lease (under FASB ASC Topic 842) under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined
in accordance with GAAP.


 


“Cash Equivalents” means


 


(1)       marketable
direct obligations issued by, or unconditionally guaranteed by, Canada, the United Kingdom, the United States of America, Japan,
the European Union or any country with a credit rating from S&P or Moody’s no lower than that of the United States of
America or, in each case, issued by any agency thereof and backed by the full faith and credit of such nation, in each case maturing
within 18 months from the date of acquisition thereof;


 






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(2)       marketable
direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within 18 months from the date of acquisition thereof and, at the time of acquisition, having
one of the two highest ratings obtainable from either S&P or Moody’s;


 


(3)       commercial
paper and marketable short-term money market and similar securities, in each case, maturing no more than 18 months from
the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1
from Moody’s and Preferred Stock maturing no more than 18 months from the date of creation thereof and issued by Persons
having, at the time of acquisition, a rating of at least A from S&P or at least A2 from Moody’s;


 


(4)       certificates
of deposit or bankers’ acceptances (or, with respect to foreign banks, similar instruments) maturing within 18 months
from the date of acquisition thereof issued by any bank organized under the laws of Canada, the United Kingdom or the United States
of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition
thereof combined capital and surplus of not less than $250.0 million;


 


(5)       Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated at least AA- by
S&P or at least Aa3 by Moody’s;


 


(6)       repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above
entered into with any bank meeting the qualifications specified in clause (4) above;


 


(7)       (x)
such local currencies in those countries in which the Company and its Restricted Subsidiaries transact business from time to time
in the ordinary course of business and (y) investments of comparable tenor and credit quality to those described in the foregoing
clauses (1) through (6) or otherwise customarily utilized in countries in which the Company and its Restricted Subsidiaries
operate for short-term cash management purposes; and


 


(8)       investments
in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through
(7) above.


 


In the case of Investments by
any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside of the United States of America,
Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (1) through (8) above
of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses (or
reasonably equivalent ratings from comparable foreign rating agencies) and (ii) other short-term investments used by Foreign
Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments
reasonably analogous to the foregoing investments described in clauses (1) through (8) above and in this paragraph.


 


“Change of Control” means
the occurrence of one or more of the following events:


 


(1)       any
sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of
the assets of the Company or the Issuer to any Person or group of related Persons for purposes of Section 13(d) of the Exchange
Act (a “Group”) other than one or more Permitted Investors (whether or not otherwise in compliance with the
provisions of this Indenture);


 






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(2)       the
approval by the holders of Capital Stock of the Company or the Issuer of any plan for the liquidation or dissolution of the Company
or the Issuer, respectively (whether or not otherwise in compliance with the provisions of this Indenture); or


 


(3)       any
Person or Group (other than one or more Permitted Investors) shall become the owner, directly or indirectly, beneficially, of shares
representing more than 50% of the aggregate voting power represented by the issued and outstanding Capital Stock of the Company
entitled under ordinary circumstances to elect a majority of the directors of the Company; it being understood that if any such
Person or Group includes one or more Permitted Investors, shares of Capital Stock of the Company directly or indirectly owned by
the Permitted Investors that are part of such Person or Group shall not be treated as being owned by such Person or Group for purposes
of determining whether this clause (3) is triggered;


 


provided, however, that Change of Control will
not include the sale, lease, exchange or other transfer of all or substantially all of the assets of the Issuer to the Company
or a Subsidiary Guarantor.


 


Notwithstanding the foregoing, (1) a
transaction in which the Company or any direct or indirect parent of the Company becomes a Subsidiary of another Person (other
than a Person that is an individual, such Person that is not an individual, the “New Parent”) shall not itself
constitute a Change of Control; (2) any holding company whose only significant asset is Capital Stock of the Company, New
Parent or any direct or indirect parent of the Company shall not itself be considered a “person” or “group”
for purposes of this definition; (3) the transfer of assets between or among the Restricted Subsidiaries and the Company in
accordance with the terms of this Indenture shall not itself constitute a Change of Control; (4) a “person” or
 “group” shall not be deemed to have beneficial ownership of securities (or “beneficially own” (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act)) subject to a stock purchase agreement,
merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions
contemplated by such agreement; (5) any change in the relative beneficial ownership of the Permitted Investors that does not
alter the overall beneficial ownership of the Permitted Investors shall not constitute a Change of Control; and (6) the term
 “Change of Control” shall not include a merger or consolidation of the Company with, or the sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the Company’s assets to, an Affiliate incorporated or
organized solely for the purpose of reincorporating or reorganizing the Company in another jurisdiction and/or for the sole purpose
of forming or collapsing a holding company structure; provided that, in the case of clauses (1), (2), (5) and
(6), each such transaction shall not constitute a Change of Control if (a) the shareholders of the Company or such direct
or indirect parent immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3
and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority
of the voting power of the outstanding voting stock of the New Parent immediately following the consummation of such transaction
or (b) immediately following the consummation of such transaction, no “person” (as such term is defined above),
other than a Permitted Investor and the New Parent, “beneficially owns” (as such term is defined above), directly or
indirectly through one or more intermediaries, more than 50% of the voting power of the outstanding Voting Stock of the Company
or the New Parent.


 


“Change of Control Offer”
has the meaning set forth in Section 4.15(b).


 


“Change of Control Payment Date”
has the meaning set forth in Section 4.15(b)(2).


 


“Code” means the U.S. Internal
Revenue Code of 1986, as amended.


 


“Colombia Matter”
means the proceedings pending in Colombia between, among others, Scientific Games International, Inc., Empresa Colombiana de
Recoursos para la Salud, S.A., a Colombian governmental agency and/or any successor Person, as further disclosed in the
Company’s Form 10-K filed with the SEC for the fiscal year ended December 31, 2018 (or other proceedings
to the extent arising out of or relating to the events or circumstances giving rise to such pending proceedings).


 






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“Company” means Scientific
Games Corporation, a Nevada corporation, until a successor replaces it pursuant to this Indenture.


 


“Consolidated EBITDA” means,
with respect to any Person, for any period, the sum (without duplication) of:


 


(1)       Consolidated
Net Income;


 


(2)       to
the extent Consolidated Net Income has been reduced thereby, all losses from dispositions of assets (including Asset Sales) or
abandonments or reserves relating thereto, all unusual or non-recurring charges, expenses or losses (including non-recurring
business optimization expenses and legal and settlement costs), all items classified as infrequent and/or unusual, non-recurring
charges, expenses or losses and all taxes based on income (or similar taxes in lieu of income taxes), profits, capital or equivalents,
including foreign withholding taxes, of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for
such period (other than income taxes attributable to infrequent and/or unusual, non-recurring gains or losses);


 


(3)       Consolidated
Interest Expense;


 


(4)       Consolidated
Non-Cash Charges;


 


(5)       the
amount of any charge or expense deducted in such period in computing Consolidated Net Income in connection with any proposed, attempted,
pending, abandoned or completed cost savings initiatives, operating expense reductions, transition, opening and pre-opening
expenses, business optimization, management changes, restructurings and integrations (which, for the avoidance of doubt, shall
include retention, severance, systems establishment cost, integration costs or reserves, pension charges in excess of cash, contract
termination costs, including future lease commitments, costs related to the startup, opening, closure, relocation or consolidation
of facilities and costs to relocate employees), acquisition, Investment, Asset Sale, incurrence, repurchase, repayment or amendment
of Indebtedness, issuance of Equity Interests or closing or consolidation of facilities, divisions or operations;


 


(6)       earn-out,
contingent compensation, deferred purchase price and similar obligations incurred in connection with any acquisition or investment
and paid (if not previously accrued) or accrued;


 


(7)       to
the extent treated as an expense in the period paid or incurred, any Specified Concession Obligations paid or incurred in such
period;


 


(8)       the
amount of any realized net loss (and less the amount of any realized net gain) resulting from Hedging Obligations and the application
of FASB ASC Topic 815;


 


(9)        any
loss resulting in such period from a sales-type accounting lease (whether such accounting lease is explicit or implicit as determined
in accordance with FASB ASC Topics 840 or 842, whichever is applicable at the time of determination) where such Person or its Restricted
Subsidiaries is the accounting lessor; and


 






    -7-


     


    

 





(10)        with
respect to any period in the year ending December 31, 2018, any credit to stockholders’ equity resulting from the adopting
of FASB Accounting Standards Update No. 2014-09, as modified by FASB Accounting Standards Updates Nos. 2016-08, 2016-10, 2016-11,
2016-12, 2016-20.


 


“Consolidated Fixed Charge Coverage
Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the most recent four
full fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of the transaction giving rise
to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) for which internal
financial statements are available to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and
without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated
Fixed Charges” will be calculated after giving effect on a pro forma basis for the period of such calculation to:


 


(1)       the
incurrence or repayment of any Indebtedness or issuance or redemption of Preferred Stock of such Person or any of its Restricted
Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence
or repayment of other Indebtedness or issuance or redemption of Preferred Stock (and the application of the proceeds thereof) occurring
during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction
Date (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant
to working capital facilities), as if such incurrence or repayment or issuance or redemption, as the case may be (and the application
of the proceeds thereof), occurred on the first day of the Four Quarter Period; provided, however, that the pro
forma calculation shall not give effect to any Indebtedness incurred on such determination date (or any other subsequent date
which would otherwise require pro forma effect be given to such incurrence) pursuant to the provisions of the definition
of “Permitted Indebtedness” (other than pursuant to clause (7) of such definition); and


 


(2)       any
asset dispositions (including any Asset Sales), Asset Acquisitions, mergers, Investments, operational changes, operating
improvements, restructurings, cost savings initiatives or similar initiatives (including any Asset Acquisition giving rise to
the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who
becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for
Indebtedness, and also including any Consolidated EBITDA (including any reasonably identifiable and reasonably supportable pro
forma expense and cost reductions and other operating improvements and synergies (as calculated in good faith by a
responsible officer of the Company) related thereto; provided that such pro forma expense and cost reductions
and other operating improvements and synergies have been realized or are reasonably anticipated to be realizable within
12 months of such asset disposition (including any Asset Sale), Asset Acquisition, merger, Investment, operational
change, operating improvement, restructuring, cost savings initiative or similar initiatives) attributable to or resulting
from such asset disposition (including any Asset Sale), Asset Acquisition, merger or Investment or any operational change,
operating improvement, restructuring, cost savings initiative or similar initiatives implemented during the Four Quarter
Period or reasonably anticipated to be implemented within 12 months of the Transaction Date and provided, further
that (a) the aggregate amount of such pro forma expense and cost reductions and other operating improvements and
synergies given pro forma effect in any Four Quarter Period attributable to one or more operational changes,
operating improvements, restructurings, cost savings initiatives or similar initiatives shall not exceed 10% of Consolidated
EBITDA for such Four Quarter Period (prior to giving effect to such pro forma expense and cost reductions and other
operating improvements and synergies)) occurring during the Four Quarter Period or at any time subsequent to the last day of
the Four Quarter Period and on or prior to the Transaction Date (or, in the case of operational changes, operating
improvements, restructurings, cost savings initiatives or similar initiatives, reasonably anticipated to be implemented
within 12 months of the Transaction Date (subject to the limitations set forth above)) and (b) no pro forma
expense and cost reductions or other operating improvements or synergies attributable to one or more operational changes,
operating improvements, restructurings, cost savings initiatives or similar initiatives shall be added pursuant to this
clause (2) to the extent already included in clause (5) of the definition of “Consolidated EBITDA” with
respect to such Four Quarter Period), as if such asset disposition (including any Asset Sale), Asset Acquisition, merger,
Investment, operational change, operating improvement, restructuring, cost savings initiative or similar initiative
(including the incurrence, assumption or liability for any such Indebtedness or Acquired Indebtedness) occurred on the first
day of the Four Quarter Period. Notwithstanding the foregoing, no such pro forma adjustment to Consolidated EBITDA
shall be required in respect of any such asset dispositions (including any Asset Sales), Asset Acquisitions or mergers to the
extent the aggregate consideration in connection therewith was less than $20.0 million for the reference period.


 






    -8-


     


    

 


Furthermore, in calculating “Consolidated
Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge
Coverage Ratio,”


 


(1)       interest
on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined
thereafter will be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect
on the Transaction Date;


 


(2)       if
interest on any Indebtedness actually incurred on the Transaction Date 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 rates, then the interest rate in effect on
the Transaction Date will be deemed to have been in effect during the Four Quarter Period; and


 


(3)       notwithstanding
clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements
relating to Interest Swap Obligations in effect on the Transaction Date, will be deemed to accrue at the rate per annum resulting
after giving effect to the operation of such agreements.


 


“Consolidated Fixed Charges”
means, with respect to any Person for any period, the sum, without duplication, of


 


(1)       Consolidated
Interest Expense; plus


 


(2)       the
product of


 


(x)       the
amount of all dividend payments on any series of Preferred Stock of such Person (other than dividends paid in Qualified Capital
Stock) paid, accrued or scheduled to be paid or accrued during such period times; and


 


(y)       a
fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal,
state and local tax rate of such Person expressed as a decimal.


 


“Consolidated Group” has
the meaning set forth in clause (13) of Section 4.03.


 






    -9-


     


    

 





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


 


(1)       the
aggregate of all cash and non-cash interest expense with respect to all outstanding Indebtedness of such Person and its Restricted
Subsidiaries, including the net costs associated with Interest Swap Obligations and capitalized interest (but excluding (a) the
amortization or write-off of deferred financing costs, (b) the amortization of original issue discounts paid, (c) the
expensing of bridge, commitment and other financing fees, (d) non-cash interest expense related to the application of
purchase accounting, (e) any premiums, fees or other charges incurred in connection with the refinancing, incurrence, purchase
or redemption of Indebtedness, and (f) non-cash interest expense attributable to the movement in the mark-to-market
valuation of Hedging Obligations and other derivative instruments), for such period determined on a consolidated basis in accordance
with GAAP; and


 


(2)       the
interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its
Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP;


 


less the aggregate of all cash and
non-cash interest income of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP.


 


“Consolidated Net Income”
means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall
be excluded therefrom


 


(a)       after
tax gains or losses from dispositions of assets (including Asset Sales) outside the ordinary course of business or abandonments
or reserves relating thereto, or the disposition, abandonment or discontinuance of any discontinued operations;


 


(b)       items
classified as infrequent and/or unusual, non-recurring gains or losses, and the related tax effects according to GAAP;


 


(c)       [reserved];


 


(d)       solely
for the purpose of determining the amount available for Restricted Payments under Section 4.03(d)(3)(w), the net income of any
Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income
is restricted by contract, operation of law or otherwise, unless such restriction has been legally waived;


 


(e)       the
net loss of any Person, other than a Restricted Subsidiary of the Company;


 


(f)       the
net income of any Person, other than a Restricted Subsidiary, in which such Person has an interest, except to the extent of cash
dividends or distributions paid to such Person or a Restricted Subsidiary of such Person;


 


(g)       gains
or losses from retirement or extinguishment of debt or the acquisition of any securities;


 


(h)       amounts
attributable to dividends paid in respect of Qualified Capital Stock to the extent such dividends are paid in shares of Qualified
Capital Stock;


 






    -10-


     


    

 





(i)       any
increase in amortization or depreciation, non-cash interest expense or other non-cash charges (including any non-cash fair value
adjustment of inventory) resulting from the application of purchase accounting in relation to any acquisition, net of taxes;


 


(j)       any
net after-tax impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising
pursuant to GAAP;


 


(k)       any
non-cash cost related to the termination of any employee pension benefit plan, together with any related provision for taxes on
any such termination (or the tax effect of any such termination);


 


(l)       any
deferred financing costs and original issue discounts amortized or written off, and premiums and prepayment penalties and other
related fee, expense or reserve paid in connection with the Bally Transactions, the February 2017 Financing Transactions, the August
2017 Financing Transactions, the October 2017 Financing Transactions, the December 2017 Financing Transactions, the February 2018
Financing Transactions, the October 2018 Financing Transactions, the December 2018 Financing Transactions, the March 2019 Financing
Transactions, or the Transactions or any acquisition, disposition, financing, refinancing or repayment, including the expensing
of bridge, commitment and other financing costs;


 


(m)       any
charges resulting from the application of ASC Topics 350, 360 or 480 or any successor thereto;


 


(n)       the
amount of any net loss (and less the amount of any net gain) resulting from Hedging Obligations and the application of ASC Topic
815, and any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations and
other derivative instruments;


 


(o)       any
non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or
other rights;


 


(p)       accruals
and reserves that are established within twelve months after the closing of any acquisition that are so required to be established
as a result of such acquisition in accordance with GAAP;


 


(q)       any
net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those
related to currency measurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency
exchange risk) and any other foreign currency translation gains and losses, to the extent such gain or losses are non-cash items;
and


 


(r)        any
recognized non-cash loss resulting from the inception of a sales-type lease in accordance with ASC Topic 842.


 


“Consolidated Net Leverage Ratio”
means as of any date of determination, the ratio of Consolidated Net Total Leverage on such day to Consolidated EBITDA of the Company
and its Restricted Subsidiaries for the most recently ended four consecutive fiscal quarters of the Company; in each case, with
such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in
the definition of “Consolidated Fixed Charge Coverage Ratio”.


 






    -11-


     


    

 





“Consolidated Net Secured Leverage”
means at any date, (a) the aggregate principal amount of all Indebtedness described under clauses (1), (2), (3), (5)(ii)
and (9) of the definition of “Indebtedness,” and to the extent related to Indebtedness of the types described
in the preceding clauses, clause (6) of the definition of “Indebtedness,” of the Company and its Restricted Subsidiaries
outstanding on such date pursuant to clauses (1)(b), (2), (3), (7), (9), (10), (13) or (15) of the definition of
 “Permitted Indebtedness” or, to the extent related to any of the foregoing, clause (12), that are secured by a
Lien, minus (b) the aggregate amount of cash and Cash Equivalents included in the cash accounts that would be listed on the
consolidated balance sheet of the Company and its Restricted Subsidiaries as at such date, to the extent such cash and Cash Equivalents
are not (a) subject to a Lien securing any Indebtedness other than Liens permitted under clause (2) of the definition
of “Permitted Liens” or (b) classified as “restricted” (unless so classified solely because of any
provision in an agreement governing Indebtedness of the Company or its Restricted Subsidiaries).


 


“Consolidated Net Secured Leverage
Ratio” means as of any date of determination, the ratio of Consolidated Net Secured Leverage on such day to Consolidated
EBITDA of the Company and its Restricted Subsidiaries for the most recently ended four consecutive fiscal quarters of the Company;
in each case, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions
set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”


 


“Consolidated Net Total Leverage”
means at any date, (a) aggregate principal amount of all Indebtedness described under clauses (1), (2), (3), (5)(ii)
and (9) of the definition of “Indebtedness” of the Company and its Restricted Subsidiaries outstanding on such
date minus (b) the aggregate amount of cash and Cash Equivalents included in the cash accounts that would be listed
on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at such date, to the extent such cash and Cash
Equivalents are not (a) subject to a Lien securing any Indebtedness other than Liens permitted under clause (2) of the
definition of “Permitted Liens” or (b) classified as “restricted” (unless so classified solely because
of any provision in an agreement governing Indebtedness of the Company or its Restricted Subsidiaries).


 


“Consolidated Non-Cash Charges”
means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash expenses of such
Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a
reserve for cash charges for any future period).


 


“Corporate Trust Office”
means the principal office of the Trustee where it conducts its corporate trust administrative functions, which office is currently
located at 60 Wall Street, 24th Floor, MS:NYC60-2405 New York, NY 10005, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Issuer.


 


“Covenant Defeasance” has
the meaning set forth in Section 8.02(c).


 


“Credit
Agreement” means the Credit Agreement, dated as of October 18, 2013 and as amended on October 1, 2014,
February 14, 2017, August 14, 2017, February 14, 2018 and November 20, 2019 among the Issuer, as borrower, the Company, as
guarantor, the several lenders from time to time party thereto and Bank of America, N.A., as administrative agent, and as
joined by additional revolving commitment lenders on February 11, 2015, December 21, 2017, October 18, 2018 and December 12,
2018, including all related notes, collateral documents and guarantees, in each case as such agreement may be amended
(including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, increasing the total commitment under, refinancing (including by means of sales of
debt securities), replacing or otherwise restructuring (including adding Subsidiaries of the Company as additional borrowers
or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement
agreement and whether by the same or any other agent, lender or group of lenders or investors.


 






    -12-


     


    

 


“Credit Facilities” means,
one or more debt facilities (including any Credit Agreement), indentures or commercial paper facilities, in each case, with banks
or other lenders or investors providing for revolving credit loans, term loans, term debt, debt securities, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against
such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, extended, increased, refunded, replaced
in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in
whole or in part from time to time.


 


“Custodian” means any receiver,
trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.


 


“December 2017 Financing Transactions”
means the Company’s use of $350.0 million of borrowings under the revolving credit facility under the Credit Agreement
in order to fund a portion of the NYX Acquisition and for general corporate purposes, as well as the $40.0 million increase
to the revolving credit facility commitments under the Credit Agreement.


 


“December 2018 Financing Transactions”
means the entrance into two lender joinder agreements with two additional revolving commitment lenders with respect to the Credit
Agreement pursuant to which the amount of the Company’s revolving credit availability under the Credit Agreement was increased
by $75.0 million and $50.0 million, respectively, through October 18, 2020.


 


“Default” means an event
or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.


 


“Designated Non-Cash Consideration”
means the fair market value 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 executed
by the principal executive officer and the principal financial officer of the Company or such Restricted Subsidiary, less
the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.


 


“Disqualified Capital Stock”
means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable),
or upon the happening of any event (other than an event which would constitute a Change of Control), matures (excluding any maturity
as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change
of Control), in whole or in part, in each case on or prior to the Final Maturity Date of the Securities; excluding any obligations
under hedge or warrant agreements entered into in connection with a Permitted Convertible Notes Offering; provided, further,
that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Company or any of its Subsidiaries
or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may
be required to be repurchased by the Company or a Subsidiary in order to satisfy applicable statutory or regulatory obligations
or as a result of such employee’s termination, death or disability.


 






    -13-


     


    

 


“Disqualified
Holder” means any Holder or beneficial owner of the Securities (i) who or which is (or who or which is an
Affiliate of a Person who or which is) requested or required pursuant to any Gaming Law or by any Gaming Authority to
(A) appear before, or submit to the jurisdiction of, or provide information to, or apply for a license, qualification or
finding of suitability from, any Gaming Authority, or (B) reduce its position in the Securities to below a level that
would require licensure, qualification or a finding of suitability, and, in either case, such Holder or beneficial owner (or
Affiliate thereof) either (1) refuses to do so or otherwise fails to comply with such request or requirement within
15 days (or such shorter period as may be required by the applicable Gaming Law or Gaming Authority) or (2) is
denied such license or qualification or not found suitable or (ii) who or which is (or who or which is an Affiliate of a
Person who or which is) determined or shall have been determined by any Gaming Authority not to be suitable or qualified.


 


“Domestic Subsidiary” means
any Restricted Subsidiary of the Company that is (i) not a Foreign Subsidiary, (ii) not a direct or indirect Subsidiary
of a Foreign Subsidiary and (iii) not a Foreign Subsidiary Holding Company.


 


“DTC” means The Depository
Trust Company.


 


“Early Tender Premium”
has the meaning set forth in Section 4.15.


 


“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 private or public offering of Qualified Capital Stock of (a) the Company or (b) any direct or indirect parent of
the Company, to the extent contributed to the Company as common equity capital or used to purchase Qualified Capital Stock from
the Company.


 


“Event of Default” has
the meaning set forth in Section 6.01.


 


“Exchange Act” means the
U.S. Securities and Exchange Act of 1934, as amended, or any successor statute and, the rules and regulations promulgated by the
SEC thereunder.


 


“Existing Senior Subordinated Notes”
means the Issuer’s existing 6.625% Senior Subordinated Notes due 2021 and 6.250% Senior Subordinated Notes due 2020 (with
respect to the 2020 Subordinated Notes being redeemed in connection with the Transactions, for so long as they remain outstanding
and have not been satisfied and discharged).


 


“fair market value” or
 “fair value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length
free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under pressure or compulsion
to complete the transaction. Fair market value shall be determined by the Company acting reasonably and in good faith.


 


“FASB” means Financial
Accounting Standards Board.


 


“February 2017 Financing Transactions”
means, collectively, the entrance into an amendment to the Credit Facility on February 14, 2017 and an additional offering of the
Issuer’s 2022 Secured Notes, in each case including the use of proceeds therefrom, including the prepayment of balances on
the term B-1 and term B-2 loans and the existing revolving credit facility, as well as related fees and expenses, and the redemption
of all of the Company’s outstanding 8.125% senior subordinated notes due 2018, including payment of any accrued and unpaid
interest thereon plus any related premiums, fees and costs.


 






    -14-


     


    

 





“February 2018 Financing Transactions”
means, collectively, the entrance into an amendment to the Credit Facility on February 14, 2018 and an additional offering
of the Issuer’s 2025 Secured Notes, the initial issuance of the Issuer’s 2026 Secured Euro Notes and the initial issuance
of the Issuer’s 2026 Unsecured Euro Notes, in each case including the use of proceeds therefrom, including the prepayment
of balances on the term B-4 facility, as well as related fees and expenses, and the redemption of all of the Issuer’s
outstanding 2022 Secured Notes, including payment of accrued and unpaid interest thereon and related premiums, fees and costs.


 


“Final Maturity Date” means
May 15, 2028.


 


“Foreign Subsidiary” means,
with respect to any Person, any Subsidiary of such Person that is not organized under the laws of the United States of America
or any State thereof or the District of Columbia.


 


“Foreign Subsidiary Holding Company”
means any Subsidiary of the Company which is organized under the laws of the United States of America or any State thereof or the
District of Columbia, substantially all of the assets of which consist of the Capital Stock or Indebtedness of one or more Foreign
Subsidiaries (or Restricted Subsidiaries thereof) and other assets relating to an ownership interest in such Capital Stock or Indebtedness.


 


“Funding Guarantor” has
the meaning set forth in Section 10.16.


 


“GAAP” means generally
accepted accounting principles in the United States of America as in effect from time to time, as set forth in the Accounting Standards
Codification of the FASB, except for any change occurring after the Issue Date in GAAP (an “Accounting Change”),
in the event the Issuer delivers notice to the Trustee within 30 days of entry into effect of such Accounting Change that such
Accounting Change will not apply for any determinations under this Indenture and GAAP as in effect on the Issue Date will apply
solely in lieu of such Accounting Change.


 


“Gaming Authority” means
any government, court, or federal, state, local, international, foreign or other governmental, administrative or regulatory or
licensing body, agency, authority or official, which now or hereafter regulates or has authority over, including to issue or grant
a license, contract, franchise or regulatory approval with respect to, any form of gaming business or activities (or proposed gaming
business or activities) and/or related business or activities now or hereafter conducted by the Company or any of its Affiliates,
including lottery, pari-mutuel wagering, sports wagering and video gaming business or activities.


 


“Gaming Law” means any
federal, state, local, international, foreign or other law, statute, constitutional provision, regulation, rule, order, ordinance,
enforcement requirement or interpretation pursuant to which any Gaming Authority possesses or asserts legal, regulatory or licensing
authority over gaming and/or related activities.


 


“Guarantee” has the meaning
set forth in Section 10.01.


 


“Guarantor” means (i) the
Company and each Wholly Owned Domestic Restricted Subsidiary that executes and delivers a supplemental indenture pursuant to Section
4.17 and (ii) each of the Company’s Restricted Subsidiaries that in the future executes a supplemental indenture pursuant
to Section 10.17 in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor; provided
that any Person constituting a Guarantor as set forth above shall cease to constitute a Guarantor when its respective Guarantee
is released in accordance with the terms of this Indenture.


 









    -15-


     


    

 



 


“Hedge Agreement” means
any agreement pursuant to which any Hedging Obligation is or was created.


 


“Hedging Obligation” means,
with respect to any specified Person, the obligations of such Person under any agreement with respect to any swap, forward, future
or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial
or pricing risk or value or any similar transaction or any combination of these transactions, in each case, entered into by the
Company or any Restricted Subsidiary.


 


“Holder” or “Securityholder”
means the Person in whose name a Security is registered on the Registrar’s books.


 


“Immaterial Subsidiary”
means, as of any date, any Domestic Subsidiary (other than a Domestic Subsidiary that guarantees obligations under the Credit Agreement)
whose assets, as of the most recent date for which an internal balance sheet is available, are less than 2.5% of the Company’s
Total Assets and whose Total Revenues for the most recent fiscal year for which internal financial statements are then available
do not exceed 2.5% of the Company’s Total Revenues; provided that all that do not guarantee the Securities by virtue
of being Immaterial Subsidiaries, in the aggregate, shall have Total Assets as of the end of the most recent fiscal year for which
internal financial statements are then available not to exceed 2.5% of the Company’s Total Assets and Total Revenues as of
the end of the most recent fiscal year for which internal financial statements are then available not to exceed 2.5% of the Company’s
Total Revenues.


 


“Incur” or “incur”
means, with respect to any Indebtedness, to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable,
contingently or otherwise with respect to, or otherwise become responsible for payment of such Indebtedness.


 


“Indebtedness” means with
respect to any Person, without duplication,


 


(1)       the
principal amount of all obligations of such Person for borrowed money;


 


(2)       the
principal amount of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)       all
Capitalized Lease Obligations of such Person;


 


(4)       all
obligations of such Person to pay the deferred purchase price of property, all conditional sale obligations and all obligations
under any title retention agreement (but excluding accounts payable and other current liabilities arising in the ordinary course
of business);


 


(5)       all
obligations of such Person for the reimbursement of any obligor on any (i) letter of credit or (ii) banker’s acceptance;


 


(6)       guarantees
and other contingent obligations of such Person in respect of Indebtedness referred to in clauses (1) through (5) above and clause
(8) below;


 


(7)       all
Indebtedness of any other Person of the type referred to in clauses (1) through (6) above which is secured by any Lien on any
property or asset of such Person, the amount of such obligation being deemed to be the lesser of the fair market value at such
date of any asset subject to any Lien securing the Indebtedness of others and the amount of the Indebtedness secured;


 






    -16- 


     


    

 


(8)       all
obligations under Hedge Agreements of such Person; and


 


(9)       all
Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock
being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding
accrued dividends, if any.


 


For purposes hereof, (1) the “maximum
fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date
on which Indebtedness is required to be determined pursuant to this Indenture, and if such price is based upon, or measured by,
the fair market value of such Disqualified Capital Stock, such fair market value will be determined reasonably and in good faith
by the Company of such Disqualified Capital Stock, and (2) accrual of interest or Preferred Stock dividends, accretion or
amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with
the same terms, the payment of dividends on Disqualified Capital Stock or Preferred Stock in the form of additional shares of the
same class of Disqualified Capital Stock or Preferred Stock and increases in the amount of Indebtedness solely as a result of fluctuations
in the exchange rate of currencies or increases in the value of property securing Indebtedness described in clause (7) of
the first paragraph of this definition will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital
Stock or Preferred Stock for purposes of Section 4.04. The amount of Indebtedness of any Person at any date will be the amount
of all unconditional obligations described above, as such amount would be reflected on a balance sheet prepared in accordance with
GAAP, and the maximum liability at such date of such Person for any contingent obligations described above.


 


“Indenture” means this
Indenture, as amended or supplemented from time to time in accordance with the terms hereof.


 


“Interest Payment Date”
means the stated due date of an installment of interest on the Securities.


 


“Interest Swap Obligations”
means the obligations of any Person, pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person
is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest
on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating
rate of interest on the same notional amount.


 


“Investment” means, with
respect to any Person, any direct or indirect loan or other extension of credit (including a guarantee) or capital contribution
to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use
of others), or any purchase or acquisition by such Person for value of any Capital Stock, bonds, notes, debentures or other securities
or evidences of Indebtedness issued by, any Person. “Investment” shall exclude extensions of trade credit by the Company
and its Subsidiaries on commercially reasonable terms. For the purposes of Section 4.03 and the definition of “Permitted
Investments,”


 


(1)       “Investment”
will include and be valued at the fair market value of the net assets of any Restricted Subsidiary at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary; and


 






    -17- 


     


    

 


(2)       the
amount of any Investment will be the original cost of such Investment plus the cost of all additional Investments by the Company
or any of its Restricted Subsidiaries, without any adjustments for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment, reduced by the payment of dividends or distributions (including tax sharing payments)
in connection with such Investment or any other amounts received in respect of such Investment.


 


If the Company or any Restricted Subsidiary
sells or otherwise disposes of any Capital Stock of any Restricted Subsidiary such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary, the Company will be deemed to have made an Investment on the date
of any such sale or disposition equal to the fair market value of the Capital Stock of such Subsidiary not sold or disposed.


 


“Investment Grade Status”
shall occur when the Securities receive both of the following:


 


(1)       a
rating of “BBB-” or higher from S&P; and


 


(2)       a
rating of “Baa3” or higher from Moody’s;


 


or the equivalent of such rating by either
such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally
Recognized Statistical Ratings Organization.


 


“Issue Date” means November
26, 2019.


 


“Issuer” has the meaning
set forth in the preamble hereto.


 


“Joint Venture” means any
Person (other than a Subsidiary of the Company) engaged in a Related Business with respect to which at least 15% of such Person’s
outstanding Capital Stock is owned directly or indirectly by the Company.


 


“Legal Defeasance” has
the meaning set forth in Section 8.02(b).


 


“Lien” means any lien,
mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof and any agreement to give any security interest).


 


“Limited Condition Transaction”
means any acquisition or other Investment, including by way of purchase, merger, amalgamation or consolidation or similar transaction
(including repayment of Indebtedness of the Person acquired, or that is secured by the assets acquired in such acquisition or investment)
or unconditional repayment or redemption of, or offer to purchase, any Indebtedness, and, in each case, the incurrence of Indebtedness,
Disqualified Capital Stock or Preferred Stock in connection therewith), by the Issuer, the Company or one or more of the Restricted
Subsidiaries, with respect to which the Issuer, the Company or any such Restricted Subsidiaries have entered into an agreement
or is otherwise contractually committed to consummate and the consummation of which is not expressly conditioned upon the availability
of, or on obtaining, third-party financing.


 


“March 2019 Financing Transactions”
means the initial offering of the Issuer’s 2026 Unsecured Notes and the partial redemption of the Company’s outstanding
2022 Unsecured Notes, including payment of any accrued and unpaid interest thereon, plus any related premiums, fees and costs.


 






    -18- 


     


    

 


“Mafco” means MacAndrews &
Forbes Holdings, Inc. and its successors.


 


“Minimum Denominations Requirement”
has the meaning set forth in Section 2.02.


 


“Moody’s” means Moody’s
Investor Service, Inc. and its successors or, if at any time Moody’s no longer provides a rating for such obligations,
another Nationally Recognized Statistical Rating Organization.


 


“Nationally Recognized Statistical
Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436
under the Securities Act or any successor thereto.


 


“Net Cash Proceeds” means,
with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment
constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale, net of:


 


(a)       all
out-of-pocket expenses and fees relating to such Asset Sale (including legal, accounting and investment banking fees and sales
commissions);


 


(b)       the
amounts of


 


(x)       any
repayments of debt secured, directly or indirectly, by Liens on the assets that are the subject of such Asset Sale; and


 


(y)       any
repayments of debt associated with such assets that is due by reason of such Asset Sale (i.e., such disposition is permitted by
the terms of the instruments evidencing or applicable to such debt, or by the terms of a consent granted thereunder, on the condition
the proceeds (or portion thereof) of such disposition be applied to such debt), and other fees, expenses and other expenditures,
in each case, reasonably incurred as a consequence of such repayment of debt (whether or not such fees, expenses or expenditures
are then due and payable or made, as the case may be);


 


(c)       any
portion of cash proceeds which the Issuer determines in good faith should be reserved for post-closing adjustments, it being understood
and agreed that on the day that all such post-closing adjustments have been determined, the amount (if any) by which the reserved
amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by the Company or any of its Restricted
Subsidiaries will constitute Net Cash Proceeds on such date;


 


(d)       all
amounts deemed appropriate by the Issuer to be provided as a reserve, in accordance with GAAP, against any liabilities associated
with such assets which are the subject of such Asset Sale;


 


(e)       all
foreign, federal, state and local taxes payable (including taxes reasonably estimated to be payable and taking into account any
tax sharing agreements) in connection with or as a result of such Asset Sale; and


 


(f)       with
respect to Asset Sales by Restricted Subsidiaries of the Company, the portion of such cash payments attributable to Persons holding
a minority interest in such Restricted Subsidiary.


 






    -19- 


     


    

 


Notwithstanding the foregoing,
Net Cash Proceeds will not include proceeds received in a foreign jurisdiction from an Asset Sale of an asset located outside
the United States to the extent (and only to the extent)


 


(1)       such
proceeds cannot under applicable law be transferred to the United States; or


 


(2)       such
transfer would result (in the good faith determination of the Company) in an aggregate tax liability that would be materially greater
than if such Asset Sale occurred in the United States;


 


provided that if, as, and to the extent that any of such
proceeds may lawfully be in the case of clause (1) or are in the case of clause (2) transferred to the United States, such proceeds
will be deemed to be cash payments that are subject to the terms of this definition of “Net Cash Proceeds”.


 


“Net Proceeds Offer” has
the meaning set forth in Section 4.16.


 


“Net Proceeds Offer Amount”
has the meaning set forth in Section 4.16.


 


“Net Proceeds Offer Payment Date”
has the meaning set forth in Section 4.16.


 


“Net Proceeds Offer Trigger Date”
has the meaning set forth in Section 4.16.


 


“New 2029 Indenture” means
that certain indenture, dated as of the date hereof, by and among the Issuer, the guarantors and Deutsche Bank Trust Company Americas,
as trustee, as the same may be supplemented from time to time.


 


“New 2029 Notes” means
the senior unsecured notes due 2029 of the Issuer under the New 2029 Indenture in an aggregate principal amount of $500.0 million
issued on the date hereof, but not any additional notes issued under such indenture.


 


“NYX” means NYX Gaming
Group Limited, a limited liability company incorporated and domiciled in Guernsey, and its subsidiaries.


 


“NYX Acquisition” means
the acquisition of NYX by Bally Gaming and Systems UK Limited, which was consummated on January 5, 2018.


 


“Obligations” means, with
respect to any Indebtedness, all principal, interest, premiums, penalties, fees, indemnities, expenses (including legal fees and
expenses), reimbursement obligations and other liabilities payable to the holder of such Indebtedness under the documentation governing
such Indebtedness.


 


“October 2017 Financing Transactions”
means the initial offering of the Issuer’s 2025 Secured Notes and the application of the proceeds therefrom, together with
cash on hand and borrowings under the revolving credit facility under the Credit Agreement, to finance the NYX Acquisition, including
the refinancing of existing indebtedness of NYX, and the payment of related fees and expenses.


 


“October 2018 Financing Transactions”
means the entrance into a lender joinder agreement with an additional revolving commitment lender with respect to the Credit Agreement,
pursuant to which the amount of the Company’s revolving credit availability under the Credit Agreement was increased by $50.0 million
through October 18, 2020.


 






    -20- 


     


    

 


“Offering Memorandum”
means the final offering memorandum relating to the Securities, dated November 12, 2019.


 


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


 


“Officer’s Certificate”
of any Person means a certificate signed by any Officer of such Person.


 


“Opinion of Counsel” means,
with respect to any Person, a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be
an employee of or counsel to such Person.


 


“Parent Company” means
any direct or indirect parent of the Company.


 


“Pari Passu Indebtedness”
means any Indebtedness of the Issuer or a Guarantor ranking pari passu with the Securities or a Guarantee of the Securities, as
the case may be, that the obligor thereon is required to offer to repurchase or repay on a permanent basis in connection with an
Asset Sale.


 


“Paying Agent” has the
meaning set forth in Section 2.03.


 


“Payment Default” has the
meaning set forth in Section 6.01(d).


 


“Permitted Convertible Notes Offering”
means any offering by the Issuer or any of the Guarantors after the Issue Date of unsecured convertible notes or debentures; provided
that such notes or debentures are permitted to be issued under Section 4.04.


 


“Permitted Indebtedness”
means, without duplication,


 


(1)       the
Securities issued on the Issue Date and the Guarantees thereof, including the New 2029 Notes issued on the Issue Date and guarantees
thereof;


 


(2)       Indebtedness
incurred pursuant to any Credit Facility (including without limitation the Credit Agreement) in an aggregate principal
amount at any time outstanding not to exceed the sum of (a) $775.0 million (with respect to the revolving credit
facility under the Credit Agreement, and $350.0 million of which may be incurred under an asset-based revolving
credit facility) and (b) the greater of (i) $4,750.0 million and (ii) such amount as would not, as of the
date of incurrence and after giving pro forma effect thereto, cause the Consolidated Net Secured Leverage Ratio to
exceed 4.00 to 1.00, and in the case of Indebtedness incurred pursuant to this clause (2)(b)(ii), Refinancing
Indebtedness in respect thereof; provided that, (i) Restricted Subsidiaries (other than the Issuer) that are not
guarantors may not incur Indebtedness or issue Preferred Stock pursuant to this clause (2) if, after giving pro forma
effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness
and Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not guarantors incurred subsequent to the
Issue Date pursuant to this clause (2), the first paragraph of Section 4.04 and clause (13) of this definition of
 “Permitted Indebtedness” exceeds the greater of $600.0 million and 8.0% of the Company’s Total Assets
and (ii) for purposes of determining the amount of Indebtedness that may be incurred under clause (2)(b)(ii), all
Indebtedness incurred under this clause (2) shall be treated as secured by a Lien for purposes of the definition of
 “Consolidated Net Secured Leverage”;


 






    -21- 


     


    

 


(3)       Indebtedness
(other than Indebtedness contemplated by clause (1) or (2) of this definition) of the Company and its Subsidiaries outstanding
on the Issue Date;


 


(4)       Indebtedness
of the Company and its Restricted Subsidiaries pursuant to any Hedge Agreement;


 


(5)       Indebtedness
of the Company or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft
or similar instrument inadvertently drawn by the Company or such Restricted Subsidiary in the ordinary course of business against
insufficient funds, so long as such Indebtedness is promptly repaid;


 


(6)       intercompany
Indebtedness owed by the Company to any Restricted Subsidiary of the Company or by any Restricted Subsidiary of the Company to
the Company or any other Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Restricted
Subsidiary of the Company, in each case, subject to no Lien held by a Person other than the Company or a Restricted Subsidiary
of the Company; provided, however, that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor
is expressly subordinated in right of payment to the Securities; and provided, further that if, as of any date any
Person other than the Company or a Restricted Subsidiary of the Company owns or holds any such Indebtedness or holds a Lien in
respect of such Indebtedness, such date will be deemed the date of incurrence of Indebtedness not constituting Permitted Indebtedness
by the issuer of such Indebtedness under this clause (6);


 


(7)       Indebtedness
(a) of the Company or any Restricted Subsidiary incurred to finance an Asset Acquisition and (b) Acquired Indebtedness; provided,
however, that after giving effect to such acquisition and the incurrence of such Indebtedness, either:


 


(i)        the Issuer would be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio test
set forth in the first paragraph of Section 4.04; or


 


(ii)        the Consolidated Fixed Charge Coverage
Ratio of the Company would be greater than immediately prior to such acquisition;


 


(8)       (A)
(x) guarantees by Restricted Subsidiaries (other than the Issuer) pursuant to Section 4.17 or (y) guarantees by Restricted Subsidiaries
(other than the Issuer) of Indebtedness of other Restricted Subsidiaries to the extent that such Indebtedness is otherwise permitted
under this Indenture and (B) guarantees by the Company or the Issuer of the Company’s Wholly Owned Restricted Subsidiaries’
Indebtedness; provided that such Indebtedness is permitted to be incurred under this Indenture;


 


(9)       Indebtedness
incurred by the Company or any Restricted Subsidiary in connection with the purchase or improvement of property (real or personal)
or equipment or other capital expenditures in the ordinary course of business, in an aggregate amount (including Refinancing Indebtedness
in respect thereof) not to exceed $200.0 million in any fiscal year; provided that the Company and any of its Restricted
Subsidiaries may carry over and make in subsequent fiscal years, in addition to the amounts permitted for such fiscal year, up
to $350.0 million of unutilized capacity under this clause (9) attributable to preceding fiscal years;


 






    -22- 


     


    

 


(10)       Indebtedness
of the Company or any Restricted Subsidiary evidenced by Capitalized Lease Obligations which, when taken together with all other
Indebtedness Incurred subsequent to the Issue Date pursuant to this clause (10) and outstanding on the date of such Incurrence,
does not exceed the greater of $325.0 million and 4.5% of the Company’s Total Assets;


 


(11)       (x)
Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business,
including letters of credit in respect of workers’ compensation claims, provided that upon the drawing of such letters
of credit such obligations are reimbursed within 30 days following such drawing, and (y) Indebtedness of the Company
or any of its Restricted Subsidiaries in respect of workers’ compensation claims, guarantees, warehouse receipts or similar
facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance
obligations, performance, bid, customs, government, VAT, duty, tariff, appeal and surety bonds, completion guarantees, and other
obligations of a similar nature, in each case in the ordinary course of business;


 


(12)       any
refinancing, modification, replacement, renewal, restatement, refunding, deferral, extension, substitution, supplement, reissuance
or resale of existing or future Indebtedness incurred in accordance with Section 4.04 (other than pursuant to clause (2), (6),
(9), (10), (11), (13), (14), (15), (16), (17) or (19) of this definition), including any additional Indebtedness incurred to pay
accrued interest, fees, underwriting discounts, premiums required by the instruments governing such existing or future Indebtedness
as in effect at the time of issuance thereof or premiums (including consent payments and early tender payments) paid in connection
with a tender offer for such Indebtedness and other costs and expenses incurred in connection therewith (collectively, “Refinancing
Indebtedness”) prior to or at its respective maturity; provided, however, that (i) any such event does
not (1) result in an increase in the aggregate principal amount of Permitted Indebtedness (except (A) as provided above
in this definition or (B) otherwise permitted to be incurred under this Indenture) of the Company and its Restricted Subsidiaries
and (2) create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is less
than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated,
refunded, deferred, extended, substituted, supplemented, reissued or resold and (ii) if the Indebtedness being refinanced, modified,
replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold was subordinated in right
of payment to the Securities or the Guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is expressly
subordinated in right of payment to the Securities or the Guarantees, as the case may be, at least to the same extent as the Indebtedness
being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold;


 


(13)       additional
Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount which, when taken together with all other
Indebtedness Incurred subsequent to the Issue Date pursuant to this clause (13) and outstanding on the date of such Incurrence
(which amount may, but need not, be incurred in whole or in part under the Credit Agreement), does not exceed the greater of $525.0 million
and 7.0% of the Company’s Total Assets; provided that, (i) Restricted Subsidiaries (other than the Issuer) that are
not guarantors may not incur Indebtedness or issue Preferred Stock pursuant to this clause (13) if, after giving pro forma
effect to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and
Preferred Stock of Restricted Subsidiaries (other than the Issuer) that are not guarantors incurred subsequent to the Issue Date
pursuant to this clause (13), the first paragraph of Section 4.04 and clause (2) of this definition of “Permitted Indebtedness”
exceeds the greater of $525.0 million and 7.0% of the Company’s Total Assets;


 






    -23- 


     


    

 


(14)       Indebtedness
of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to any Credit Facility, in a principal
amount not in excess of the stated amount of such letter of credit;


 


(15)       the
guarantee of Indebtedness of Joint Ventures to the extent permitted by clause (6) of the definition of “Permitted Investments”
in an aggregate principal amount which, when taken together with all other Indebtedness Incurred subsequent to the Issue Date and
outstanding on the date of such Incurrence pursuant to this clause (15), does not exceed the sum of (a) (i) the greater
of $250.0 million and 3.5% of the Company’s Total Assets, minus (ii) the aggregate principal amount of Indebtedness
outstanding on such date pursuant to clause (17)(b) of this definition and (b) the aggregate principal amount of additional
Indebtedness permitted to be Incurred on such date pursuant to clause (17)(a) of this definition;


 


(16)       the
issuance by any of the Company’s Restricted Subsidiaries of shares of Preferred Stock to the Company or to any Wholly Owned
Restricted Subsidiary of the Company; provided, however, that:


 


(a)       any
subsequent issuance or transfer of Capital Stock that results in any such Preferred Stock being held by a Person other than the
Company or a Wholly Owned Restricted Subsidiary of the Company; and


 


(b)       any
sale or other transfer of any such Preferred Stock to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary
of the Company,


 


will be deemed, in each case, to constitute an issuance
of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (16);


 


(17)       Indebtedness
of Foreign Subsidiaries in an aggregate principal amount which, when taken together with all other Indebtedness Incurred subsequent
to the Issue Date and outstanding on the date of such Incurrence pursuant to this clause (17), does not exceed the sum of
(a) (i) the greater of $250.0 million and 3.5% of the Company’s Total Assets minus (ii) the aggregate principal
amount of Indebtedness outstanding on such date pursuant to clause (15)(b) of this definition and (b) the aggregate principal
amount of additional Indebtedness permitted to be Incurred on such date pursuant to clause (15)(a) of this definition;


 


(18)       Indebtedness
in the form of earn-outs, indemnification, incentive, non-compete, consulting, ordinary course deferred purchase price
or other similar arrangements and other contingent obligations in respect of acquisitions or Permitted Investments (both before
or after any liability associated therewith becomes fixed), including any such obligations which may exist on the Issue Date as
a result of acquisitions consummated prior to the Issue Date, arising from agreements providing for indemnification related to
sales, leases or other dispositions of goods or adjustment of purchase price of similar obligations in any case incurred in connection
with the acquisition or disposition of any business, assets or Subsidiary;


 


(19)       Indebtedness
consisting of guarantees or other credit support provided in respect of Specified Concession Obligations incurred pursuant to clause (12)
of the definition of “Permitted Investments” or issued in lieu of cash payments of Restricted Payments permitted under
this Indenture;


 






    -24- 


     


    

 


(20)       Indebtedness
incurred by the Company or any of its Restricted Subsidiaries consisting of the financing of insurance premiums and, to the extent
constituting Indebtedness, pension and retirement liabilities;


 


(21)       Indebtedness
(i) owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the
ordinary course of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises
in connection with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries and (ii) in
respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other
cash management services entered into in the ordinary course of business;


 


(22)       Indebtedness
(i) representing deferred compensation or stock-based compensation to employees, officers or directors of the Company
or any Restricted Subsidiary incurred in the ordinary course of business and (ii) consisting of obligations of the Company
or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred in connection with any Permitted
Investment;


 


(23)       (i)
Indebtedness of the Company or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities
with respect to any Subsidiary or joint venture in the ordinary course of business and (ii) Indebtedness of the Company or
any of is Restricted Subsidiaries to any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising
in the ordinary course of business in connection with the cash management operations (including in respect of intercompany self-insurance
arrangements); and


 


(24)       to
the extent constituting Indebtedness, payment and custodial obligations in respect of prize, jackpot, deposit, payment processing
and player account management operations, including obligations with respect to funds that may be placed in trust accounts.


 


Additionally, in the case of clauses (2),
(9), (10), (13), (14), (15), and (17) of this definition, the aggregate amount of Indebtedness permitted to be incurred under such
clause shall be increased by the amount of accrued interest, fees, underwriting discounts, premiums (including consent payments
and early tender payments) and other costs and expenses refinanced, paid or incurred in connection with any refinancing of Indebtedness
incurred under such clause.


 


“Permitted Investments”
means


 


(1)       Investments
by the Company or any Restricted Subsidiary of the Company in, or for the benefit of, any Restricted Subsidiary of the Company
(whether existing on the Issue Date or created thereafter and including Investments in any Person, if after giving effect to such
Investment, such Person would be a Restricted Subsidiary of the Company or such Person 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) and Investments in, or for the benefit of, the Company by any Restricted Subsidiary of the Company;


 


(2)       Investments
in cash or Cash Equivalents;


 


(3)       Investments
existing on, or pursuant to legally binding written commitments in existence on, the Issue Date and, in each case, any extensions
or renewals thereof, so long as the amount of any Investment made pursuant to this clause (3) is not increased (other than
pursuant to such legally binding commitments);


 






    -25- 


     


    

 


(4)       Investments
in securities or other debt obligations of trade creditors or customers received pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy, reorganization or insolvency of such trade creditors or customers or in settlement of or other
resolution of claims or disputes, and in each case, extensions, modifications and amendments thereof;


 


(5)       so
long as no Default or Event of Default has occurred and is continuing, loans and advances in the ordinary course of business by
the Company and its Restricted Subsidiaries to their respective officers, directors, consultants and employees in an aggregate
amount (excluding (for purposes of such cap) tuition advances, travel and entertainment expenses, but including relocation expenses)
not to exceed $7.5 million at any one time outstanding;


 


(6)       so
long as no Default or Event of Default has occurred and is continuing, additional Investments in a Person or Persons principally
engaged in a Related Business in an aggregate amount which, when taken together with all other Investments made subsequent to the
Issue Date pursuant to this clause (6) and outstanding on the date of such Investment, does not exceed the sum of (a) the
greater of $750.0 million and 10.0% of the Company’s Total Assets (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in value) and (b) any cash returns (including dividends,
interest, distributions, returns of principal, profits on sale, repayment, income and similar amounts) actually received in respect
of any such Investment;


 


(7)       Investments
received by the Company or its Restricted Subsidiaries as consideration for asset sales, including Asset Sales; provided,
however, in the case of an Asset Sale, such Asset Sale is effected in compliance with Section 4.16;


 


(8)       Investments
of the Company or any of its Restricted Subsidiaries under any Hedge Agreement;


 


(9)       guarantees
by the Company or any of its Restricted Subsidiaries of Indebtedness, which guarantees are otherwise permitted to be incurred by
the Company or such Restricted Subsidiary under this Indenture;


 


(10)       any
Investments received in exchange for the issuance of Qualified Capital Stock of the Company or any warrants, rights or options
to purchase or acquire shares of any such Qualified Capital Stock;


 


(11)       advances
of payroll payments to employees, or fee payments to directors or consultants, in the ordinary course of business;


 


(12)       Investments
comprising Specified Concession Obligations, including Investments in Unrestricted Subsidiaries whose only material asset is
or will be interests in Specified Concession Obligations (a portion of which may take the form of guarantees or other credit
support provided in respect of Specified Concession Obligations); provided that the aggregate amount of Investments
comprising Specified Concession Obligations of the type described in clause (a) or (b) of the definition thereof
made subsequent to the Issue Date, when taken together with all other such Investments made subsequent to the Issue Date
pursuant to this clause (12) and outstanding on the date of such Investment (other than the Specified LNS Concession
Obligations), does not exceed the sum of (a) the greater of $600.0 million and 8.0% of the Company’s Total
Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent
changes in value) and (b) any cash returns (including dividends, interest, distributions, returns of principal, profits
on sale, repayment, income and similar amounts) actually received in respect of any such Investment;


 






    -26- 


     


    

 


(13)       any
Investment by the Company or any Restricted Subsidiary in a Joint Venture in an aggregate amount which, when taken together with
all other Investments made subsequent to the Issue Date pursuant to this clause (13) and outstanding on the date of such Investment,
does not exceed the sum of (a) the greater of $600.0 million and 8.0% of the Company’s Total Assets (with the fair
market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) and (b) any
cash returns (including dividends, interest, distributions, returns of principal, profits on sale, repayment, income and similar
amounts) actually received in respect of any such Investment;


 


(14)       Investments
acquired after the Issue Date as a result of the acquisition by the Company or any Restricted Subsidiary of the Company of another
Person, including by way of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries
in a transaction that is not prohibited by Section 5.01, to the extent that such Investments (or binding commitments to make 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;


 


(15)       Investments
in respect of pre-paid incentives to customers (which pre-paid incentive payments may also be recorded as “upfront
contract acquisition costs”);


 


(16)       any
Investments in receivables owing to the Company or any of its Restricted Subsidiaries, if created or acquired in the ordinary course
of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade
terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;


 


(17)       (i)
loans and advances made to distributors, customers, vendors and suppliers in the ordinary course of business or in accordance with
market practices, (ii) purchases and acquisition of inventory, supplies, materials and equipment or purchases of contract
rights or licenses or leases of supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual
property, in each case in the ordinary course of business, to the extent such purchases and acquisitions constitute Investments
and (iii) Investments among the Company and its Restricted Subsidiaries in connection with the sale of inventory and parts
in the ordinary course of business;


 


(18)       any
Investment in any subsidiary in connection with intercompany cash management arrangements or related activities arising in the
ordinary course of business;


 


(19)       Investments
in prepaid expenses, negotiable instruments held for collection and lease and utility and worker’s compensation deposits
provided to third parties in the ordinary course of business;


 


(20)       Investments
in respect of prize, jackpot, deposit, payment processing and player account management operations, including as may be placed
in trust accounts; and


 


(21)       Investments
consisting of (i) the licensing, sublicensing, cross-licensing, pooling or contribution of, or similar arrangements with
respect to, intellectual property and (ii) the transfer or licensing of non-U.S. intellectual property to a Foreign Subsidiary.


 






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“Permitted Investors”
means the Sponsor and its Affiliates (but excluding any operating portfolio companies of the foregoing), the members of management
of any parent company of the Company, the Company or any of its Subsidiaries that have ownership interests in any parent company
of the Company or the Company as of the Issue Date, and the directors of the Company or any of its Subsidiaries or any parent
company of the Company as of the Issue Date.


 


“Permitted Liens” means


 


(1)       Liens
securing Indebtedness consisting of Capitalized Lease Obligations;


 


(2)       Liens
on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness or other Obligations under Credit Facilities
that was permitted by the terms of this Indenture to be incurred pursuant to clause (2) of the definition of “Permitted Indebtedness;”
provided that, for absence of doubt, during any period that certain covenants have been suspended pursuant to Section 4.18,
the aggregate principal amount of Indebtedness and other Obligations that is permitted to be secured pursuant to this clause (2)
will continue to be limited to the amount set forth in clause (2) of the definition of “Permitted Indebtedness”;


 


(3)       Liens
on property existing at the time of acquisition thereof by the Company or a Restricted Subsidiary; provided that such Liens
were in existence prior to the contemplation of such acquisition;


 


(4)       Liens
at any time outstanding with respect to assets of the Company and its Restricted Subsidiaries, the fair market value of which at
the time the Lien was imposed does not exceed the greater of (i) $175.0 million and (ii) 2.5% of the Company’s
Total Assets at the time of such incurrence, at any time outstanding;


 


(5)       (i)
Liens securing Indebtedness incurred pursuant to clauses (9), (11), (15) (provided that such Lien will not extend to
any assets other than the assets of such Joint Venture (or the equity interests of the Joint Venture held by the Company) for which
such guarantee of Indebtedness is provided), (17), (provided that such Liens extend only to the assets or Equity Interests
of Foreign Subsidiaries), (20) (provided that such Liens do not encumber any property other than cash paid to any such
insurance company in respect of such insurance) and (22) of the definition of “Permitted Indebtedness” and (ii)
Liens securing Indebtedness incurred pursuant to the first paragraph of Section 4.04; provided that in the case of (ii),
such Liens are secured on a junior priority basis to the Securities;


 


(6)       Liens
created to replace Liens described in clause (3) or clause (7) of this definition to the extent that such Liens do not extend
beyond the originally encumbered property (other than improvements thereto or thereon, attachments and other modifications reasonably
required to maintain such property) and are not otherwise materially less favorable to the Company and its Restricted Subsidiaries
than the Liens being replaced, as determined by the Company in good faith;


 


(7)       Liens
on the Capital Stock of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor to secure Indebtedness of such
Restricted Subsidiary;


 


(8)       Liens
in favor of the Trustee for amounts payable to the Trustee under this Indenture;


 






    -28- 


     


    

 


(9)       Liens
existing on the Issue Date and any Refinancing Indebtedness in respect thereof (in each case, other than Liens to secure Indebtedness
or other Obligations under Credit Facilities pursuant to clause (2) of the definition of “Permitted Liens”);


 


(10)       (i)
Liens in favor of a trustee with respect to assets in any pension, retirement, deferred compensation, 401(k) or other benefit plan
of the Company or any Restricted Subsidiary; (ii) pledges, deposits or statutory trusts in connection with workers’
compensation, unemployment insurance and other social security legislation and (iii) Liens incurred in the ordinary course
of business securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty
or liability insurance to the Company or any of its Restricted Subsidiaries in respect of such obligations;


 


(11)       Liens
for taxes not yet due or which are being contested in good faith by appropriate proceedings; provided that adequate reserves
with respect thereto are maintained on the books of the Company or its Restricted Subsidiaries, as the case may be, to the extent
required by GAAP;


 


(12)       landlords’,
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in
the ordinary course of business which are not overdue for a period of more than 60 days or that are being contested in good
faith by appropriate proceedings;


 


(13)       deposits
and other Liens to secure the performance of bids, government, trade and other similar contracts (other than for borrowed money),
leases, subleases, statutory or regulatory obligations, surety, judgment and appeal bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business;


 


(14)      encumbrances
shown as exceptions in the title insurance policies insuring mortgages, easements, zoning restrictions, rights-of-way,
restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not materially
detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the
Company or any of its Restricted Subsidiaries;


 


(15)       Liens
arising from judgments in circumstances not constituting an Event of Default under Section 6.01(e);


 


(16)       Liens
securing Indebtedness or other obligations of the Company or any of its Restricted Subsidiaries in favor of the Company or any
of its Restricted Subsidiaries;


 


(17)       receipt
of progress payments and advances from customers in the ordinary course of business to the extent same creates a Lien on the related
inventory and proceeds thereof;


 


(18)       Liens
in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with
the importation of goods;


 


(19)       Liens
arising out of consignment or similar arrangements for the sale by the Company and its Restricted Subsidiaries of goods through
third parties in the ordinary course of business or otherwise consistent with past practice;


 


(20)       Liens
solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with an Investment
permitted under the definition of “Permitted Investments”;


 






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(21)       Liens
deemed to exist in connection with Investments permitted by clause (2) of the definition of “Permitted Investments”
that constitute repurchase obligations;


 


(22)       Liens
upon specific items of inventory or other goods and proceeds of the Company or any of its Restricted Subsidiaries arising in the
ordinary course of business securing such Person’s obligations in respect of bankers’ acceptances and letters of credit
issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;


 


(23)       Liens
on cash deposits securing any Hedge Agreements permitted hereunder in an aggregate amount not to exceed $10.0 million at any time
outstanding;


 


(24)       any
interest or title of a lessor under any leases or subleases entered into by the Company or any of its Restricted Subsidiaries in
the ordinary course of business and any financing statement filed in connection with any such lease;


 


(25)       Liens
on cash and Cash Equivalents used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or
satisfaction and discharge is not prohibited hereunder;


 


(26)       Liens
that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given
in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company or any of
its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of the Company and its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers
of the Company or any of its Restricted Subsidiaries in the ordinary course of business, (ii) other Liens securing cash management
obligations in the ordinary course of business and (iii) Liens encumbering reasonable and customary initial deposits and margin
deposits in respect of, and similar Liens attaching to, commodity trading accounts and other brokerage accounts incurred in the
ordinary course of business and not for speculative purposes;


 


(27)       Liens
arising solely by virtue of any statutory or common law provisions relating to bankers’ liens, rights of set-off or similar
rights;


 


(28)       Liens
on Capital Stock in joint ventures securing obligations of such joint venture;


 


(29)       licenses,
sublicenses, cross-licensing or pooling of, or similar arrangements with respect to, intellectual property granted by the Company
or any of its Restricted Subsidiaries which do not interfere in any material respect with the ordinary conduct of the business
of the Company or such Restricted Subsidiary;


 


(30)       Liens
arising from precautionary UCC financing statement filings (or other similar filings in non-U.S. jurisdictions) regarding leases,
subleases, licenses or consignments, in each case, entered into by the Company or any of its Restricted Subsidiaries;


 


(31)       Liens
on cash, Cash Equivalents or other investments in connection with the deposit of amounts necessary to satisfy payment and custodial
obligations in respect of prize, jackpot, deposit, payment processing and player account management operations, including as may
be placed in trust accounts;


 






    -30- 


     


    

 


(32)       zoning
or similar laws or rights reserved to or vested in any governmental authority to control or regulate the use of any real property;
and


 


(33)       Liens
to secure all premiums (if any), interest (including post- petition interest), fees, expenses, charges, accretion or amortization
of original issue discount, accretion of interest paid in kind and additional or contingent interest on obligations subject to
a Lien pursuant to the foregoing clauses of this definition.


 


“Permitted Transferees”
means, with respect to any Person that is a natural person (and any Permitted Transferee of such person), (a) such Person’s
immediate family, including his or her spouse, ex-spouse, children, step-children and their respective lineal descendants
and (b) the estate of Ronald O. Perelman and (c) any other trust or other legal entity the beneficiary of which is such
person’s immediate family, including his or her spouse, ex-spouse, children, step-children or their respective lineal
descendants.


 


“Person” means an individual,
partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity.


 


“Preferred Stock” of any
Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect
to dividends or redemptions or upon liquidation.


 


“principal” of any Indebtedness
(including the Securities) means the principal amount of such Indebtedness plus the premium, if any, on such Indebtedness.


 


“Pro Rata Amount” has the
meaning set forth in Section 4.16.


 


“Productive Assets” means
assets of a kind used or usable in the businesses of the Company and its Restricted Subsidiaries as conducted on the date of the
relevant Asset Sale or any Related Business (including Capital Stock in any such businesses or Related Business and licenses or
similar rights to operate); provided, further, that accounts receivable acquired as part of an acquisition of assets
of a kind used or usable in such businesses will be deemed to be Productive Assets.


 


“Qualified Capital Stock”
means any stock that is not Disqualified Capital Stock.


 


“Rating Agencies” means
Moody’s and S&P.


 


“Record Date” means the
applicable Record Date (whether or not a Business Day) specified in the Securities.


 


“Redemption Date,” when
used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Securities.


 


“Redemption Price,” when
used with respect to any Security to be redeemed, means the price fixed for such redemption, payable in immediately available funds,
pursuant to this Indenture and the Securities.


 


“Registrar” has the meaning
set forth in Section 2.03.


 






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“Related Business” means
the businesses of the Company and its Restricted Subsidiaries, in each case, as conducted on the Issue Date and similar, complementary
or related businesses or reasonable extensions, developments or expansions thereof.


 


“Responsible Officer” means,
when used with respect to the Trustee, any officer in the corporate trust department at the Corporate Trust Office of the Trustee
including any director, associate, any vice president, 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 officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.


 


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


 


“Restricted Payment” has
the meaning set forth in Section 4.03.


 


“Restricted Subsidiary”
of any Person means any Subsidiary of such Person that at the time of determination is not an Unrestricted Subsidiary.


 


“Reversion Date” has the
meaning set forth in Section 4.18(b).


 


“S&P” means Standard &
Poor’s, a division of the McGraw-Hill Companies, and its successors or, if at any time S&P no longer provides a rating
for such obligations, another Nationally Recognized Statistical Rating Organization.


 


“SEC” means the U.S. Securities
and Exchange Commission.


 


“Secured Indebtedness”
means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.


 


“Securities” has the meaning
set forth in the preamble hereto.


 


“Securities Act” means
the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.


 


“Senior Indebtedness” means
any Indebtedness of the Company or any Guarantor other than the Subordinated Indebtedness.


 


“Significant Subsidiary”
has the meaning set forth in Rule 1.02(w) of Regulation S-X under the Securities Act.


 


“Specified Concession”
means any concession, license or other authorization granted or awarded to, or agreement entered into by, the Company, any Subsidiary
of the Company or any Specified Concession Vehicle by or with an applicable governmental authority, whether such concession, license,
authorization or agreement is now existing or hereafter arising and any renewals or extensions of, or any succession to, such concession,
license, authorization or agreement, with respect to gaming, gaming machines (including video lottery terminals), wagering, lotteries,
interactive activities or any goods or services relating thereto in any jurisdiction, together with any procedures, activities,
functions or requirements in connection therewith (or any amendment or supplement to any such concession, license, authorization,
agreement, procedures, activities, functions or requirements).


 






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“Specified Concession Obligations”
means any payments, costs, contributions, obligations or commitments made or incurred by any of the Company or any Subsidiary
of the Company (whether directly or indirectly to or through any Specified Concession Vehicle or any of its equity holders or
members) in the form of (and including any costs to obtain, or credits or discounts associated with) (a) tender fees, up-front
fees, bid or performance bonds, guarantees, reimbursement obligations or similar arrangements, capital requirements or contributions
or similar payments or obligations in connection with any Specified Concession or the formation of or entry into or capitalization,
or capital commitment or contribution to, of any Specified Concession Vehicle, or (b) other payments, costs, contributions
or obligations (including any credits or discounts) in connection with any Specified Concession, or the formation of or entry
into or capitalization of any Specified Concession Vehicle, that are incurred or agreed to in lieu of payments, costs, contributions
or obligations described in the foregoing clause (a).


 


“Specified Concession Vehicle”
means any consortium, joint venture or other Person entered into by the Company and/or any Subsidiary of the Company or in or with
which the Company and/or any Subsidiary of Company directly or indirectly participates or has an interest or a contractual relationship,
which consortium, joint venture or other Person holds or is party to a Specified Concession (or is otherwise formed, or directly
or indirectly participates or has an interest in or a contractual relationship with such joint venture or other Person, in connection
with a Specified Concession).


 


“Specified LNS Concession Obligations”
means any Specified Concession Obligation relating to that certain nine-year contract extension announced by the Company on
December 4, 2017 relating to the Italian Scratch and Win concession.


 


“Sponsor” means (a) Mafco,
(b) each of Mafco’s direct and indirect subsidiaries and Affiliates, (c) Ronald O. Perelman, (d) any of the directors or
executive officers of Mafco or (e) any of their respective Permitted Transferees.


 


“Stated Maturity” means,
with respect to any security, the date specified in such security as the fixed date on which the 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).


 


For purposes of this definition, in the case
of debt securities that are by their terms convertible into Capital Stock (or cash or a combination of cash and Capital Stock based
on the value of the Capital Stock) of the Company or any parent company of the Company, any obligation to offer to repurchase such
debt securities on a date(s) specified in the original terms of such securities, which obligation is not subject to any condition
or contingency, will be treated as a final maturity date of such convertible debt securities.


 


“Subordinated Indebtedness”
means Indebtedness of the Issuer or any Guarantor that is subordinated in right of payment to the Securities or the Guarantees,
respectively, including the Existing Senior Subordinated Notes.


 


“Subsidiary,” with respect
to any Person, means (i) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled
to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such
Person, or (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time,
directly or indirectly, owned by such Person.


 


“Surviving Entity” has
the meaning set forth in Section 5.01.


 






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“Suspended Covenant” has
the meaning set forth in Section 4.18(a).


 


“Suspension Period” has
the meaning set forth in Section 4.18(b).


 


“Total Assets” means for
any Person, as of any determination date, the total consolidated assets of such Person and its Restricted Subsidiaries, as calculated
in accordance with GAAP, (i) plus any reductions to such total assets resulting from any implicit sales-type accounting
leases as determined in accordance with FASB ASC Topic 840 or 842 (whichever is applicable to the time of determination) where
the Company or any of its Restricted Subsidiaries is the accounting lessor, and (ii) minus any increases to such total
assets resulting from any implicit sales-type accounting leases as determined in accordance with FASB ASC Topic 840 or 842
(whichever is applicable to the time of determination) where the Company or any of its Restricted Subsidiaries is the accounting
lessee, as of the most recent date for which internal financial statements are then available, and giving pro forma effect
(determined in the same manner as provided for in the definition of Consolidated Fixed Charge Coverage Ratio) to transactions that
would change the amount of Total Assets.


 


“Total Revenues”
means for any Person, as of any determination date, the total consolidated revenues of such Person and its Restricted Subsidiaries,
as calculated in accordance with GAAP, as of the most recent date for which internal financial statements are then available, and
giving pro forma effect (determined in the same manner as provided for in the definition of “Consolidated Fixed Charge
Coverage Ratio”) to transactions that would change the amount of Total Revenues.


 


“Transactions” means, collectively,
(i) the offer and sale of the Securities and the New 2029 Notes, the redemption of all of the outstanding 2022 Unsecured Notes,
the redemption of all of the outstanding 2020 Subordinated Notes and the payment of related fees and expenses, and the other financing
transactions as described under the “Use of proceeds” and “Capitalization” headings in the Offering Memorandum
and (ii) the entrance into an amendment to the Credit Agreement on November 20, 2019.


 


“Trustee” means the party
named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter
means such successor.


 


“Treasury Rate” means,
as of any Redemption Date, the yield to maturity as of the earlier of (a) such Redemption Date or (b) the date on which
such Securities are defeased or satisfied and discharged, of the most recently issued 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 (2) Business Days prior to such date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 15, 2023; provided,
however, that if the period from the Redemption Date to May 15, 2023, 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. Any such Treasury Rate
shall be obtained by the Company.


 


“Unrestricted Subsidiary”
of any Person means


 


(1)       any
Subsidiary of such Person that at the time of determination is or continues to be designated an Unrestricted Subsidiary by 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 (other than the Issuer) (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company, the Issuer or
any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however,
that


 


(x)       such
designation complies with Section 4.03; and


 


(y)       each
Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create,
incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to
which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries except to the extent permitted
by Section 4.03 and Section 4.04.


 


The Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if


 


(x)       immediately
after giving effect to such designation, (i) the Company is able to incur at least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) in compliance with Section 4.04 or (ii) the Consolidated Fixed Charge Coverage Ratio for the
Company would be greater than such ratio for the Company immediately prior to such designation; and


 


(y)       immediately
before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.


 


SG Social Holding Company II, LLC and
its subsidiaries will be designated as “Unrestricted Subsidiaries” as of the Issue Date.


 


“U.S. Government Obligations”
means direct obligations of and obligations guaranteed by the United States of America for the payment of which the full faith
and credit of the United States of America is pledged.


 


“U.S. Legal Tender” means
such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public
and private debts.


 


“Voting Stock” of any Person
as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors
of such Person.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing


 


(a)       the
then outstanding aggregate principal amount of such Indebtedness into


 


(b)       the
sum of the total of the products obtained by multiplying


 


(1)       the
amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment
at final maturity, in respect thereof, by


 


(2)       the
number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.


 






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For purposes of this definition, in the case of debt securities
that are by their terms convertible into Capital Stock (or cash or a combination of cash and Capital Stock based on the value of
the Capital Stock) of the Company or any parent company of the Company, any obligation to offer to repurchase such debt securities
on a date(s) specified in the original terms of such securities, which obligation is not subject to any condition or contingency,
will be treated as a final maturity date of such convertible debt securities.


 


“Wholly Owned Domestic Restricted
Subsidiary” of any Person means any Wholly Owned Restricted Subsidiary of such person that is also a Domestic Subsidiary.


 


“Wholly Owned Restricted Subsidiary”
of any Person means any Restricted Subsidiary of such Person of which all the outstanding voting securities (other than directors’
qualifying shares) are owned by such Person or any Wholly Owned Restricted Subsidiary of such Person.


 


SECTION 1.02.      
Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or
ratio under this Indenture, in each case in connection with a Limited Condition Transaction and other transactions in connection
therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds
thereof), the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer,
be the date the definitive agreement(s) for such Limited Condition Transaction is entered into. Any such ratio or basket shall
be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma
adjustment provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio,” after giving effect
to such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness,
Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) as if they had been consummated at the beginning
of the applicable period for purposes of determining the ability to consummate any such Limited Condition Transaction; provided
that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall
be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction
and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock
or Preferred Stock and the use of proceeds thereof) are permitted under this Indenture, and (y) such ratios or baskets shall
not be tested at the time of consummation of such Limited Condition Transaction or related transactions; provided, further,
that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s), any such transactions
(including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof)
shall be deemed to have occurred on the date the definitive agreement(s) is entered into and shall be deemed outstanding thereafter
for purposes of calculating any ratios or baskets under this Indenture after the date of such definitive agreement(s) and before
the consummation of such Limited Condition Transaction, unless such definitive agreement(s) is terminated or such Limited Condition
Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction
to which pro forma effect is being given does not occur.


 


SECTION 1.03.      
Rules of Construction. Unless the context otherwise requires:


 


(1)               
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(2)               
“or” is not exclusive;


 


(3)               
“including” means including without limitation;


 






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


 


(5)               
provisions apply to successive events and transactions;


 


(6)               
“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not
to any particular Article, Section or other subdivision;


 


(7)               
unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature
as unsecured Indebtedness;


 


(8)               
Secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it
has a junior priority with respect to the same collateral; and


 


(9)               
all references to the date the Securities were originally issued shall refer to the Issue Date.


 


ARTICLE 2



The Securities


 


SECTION 2.01.      
Form and Dating. Provisions relating to the Securities are set forth in Appendix A hereto which is hereby incorporated
in, and expressly made part of, this Indenture. The Securities and the Trustee’s certificate of authentication thereof shall
be substantially in the form of Exhibit 1 to Appendix A hereto, which is hereby incorporated in, and expressly made a part of,
this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer
and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be
dated the date of its authentication and shall show the date of its issuance. The terms of the Securities set forth in Appendix
A and the exhibits thereto are part of the terms of this Indenture.


 


SECTION 2.02.      
Execution and Authentication. An Officer shall sign the Securities for the Issuer by manual or facsimile signature.


 


If an Officer whose signature is on a Security
was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security,
the Security shall be valid nevertheless.


 


A Security shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.


 


The Trustee shall authenticate
Securities for original issue on the Issue Date in the aggregate principal amount of $700,000,000 and, at any time and from
time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal
amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s
Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be
authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15, after the Issue Date, shall
certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of
an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to
reflect any name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to
authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer.


 






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The Securities shall be issuable only in registered
form without coupons in minimum denominations of $2,000 and in integral multiples of $1,000 (the “Minimum Denominations
Requirement”).


 


SECTION 2.03.      
Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, The City of
New York, where (a) Securities may be presented or surrendered for registration of transfer or for exchange (the “Registrar”),
(b) Securities may be presented or surrendered for payment (the “Paying Agent”) and (c) notices and demands
in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Issuer, upon written notice to the Trustee, may have one or more additional Paying Agents. The term
 “Paying Agent” includes any additional Paying Agent.


 


The Issuer shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture
that relate to such Agent. The Issuer shall notify the Trustee in writing of the name and address of any such Agent. If the Issuer
fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer,
the Company or any Subsidiary of the Company incorporated or organized within The United States of America may act as Agent.


 


The Issuer initially appoints the Trustee
as Registrar and Paying Agent in connection with the Securities, until such time as the Trustee has resigned or a successor has
been appointed. The Paying Agent or Registrar may resign upon 45 days’ notice to the Issuer.


 


SECTION 2.04.      
Paying Agent to Hold Assets in Trust. The Issuer shall require each Paying Agent other than the Trustee to agree
in writing that each Paying Agent shall hold in trust for the benefit of Holders or the Trustee all assets held by the Paying Agent
for the payment of principal of, or interest on, the Securities (whether such assets have been distributed to it by the Issuer
or any other obligor on the Securities), and shall notify the Trustee of any Default by the Issuer (or any other obligor on the
Securities) in making any such payment. If the Issuer, the Company or a Subsidiary of the Company acts as Paying Agent, it shall
segregate the money and hold it in a separate trust. The Issuer at any time may require a Paying Agent to distribute all assets
held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any Payment
Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Issuer
to the Paying Agent, the Paying Agent shall have no further liability for such assets.


 


SECTION 2.05.      
Securityholder 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 Issuer shall furnish or cause
the Registrar to furnish to the Trustee by each Record Date and at such other times as the Trustee may reasonably request in writing
a list as of such date and in such form as the Trustee may reasonably require of the names and addresses of Holders, which list
(subject to Section 7.01 hereof) may be conclusively relied upon by the Trustee.


 


SECTION 2.06.       Transfer
and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the Registrar with a request to register a transfer,
the Registrar shall register the transfer as requested if the requirements of this Indenture (including Appendix A hereto)
and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to
exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange
as requested if the same requirements are met.


 






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SECTION 2.07.      
Replacement Securities. If a mutilated Security is surrendered to the Trustee or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement
Security if the Trustee’s and Issuer’s requirements are met. Such Holder shall provide an indemnity bond or other indemnity,
sufficient in the judgment of both the Issuer and the Trustee, to protect the Issuer, the Guarantors, the Trustee and any Agent
from any loss which any of them may suffer if a Security is replaced. The Issuer may charge such Holder for its reasonable out-of-pocket
expenses in replacing a Security, including reasonable fees and expenses of counsel. The Issuer may be charged for any reasonable
out-of-pocket expenses of the Trustee in replacing a Security. Every replacement Security shall constitute an additional obligation
of the Issuer and every replacement Guarantee shall constitute an additional obligation of the Guarantors.


 


SECTION 2.08.      
Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by
the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding.
Subject to Section 2.09, a Security does not cease to be outstanding because the Issuer or any of its Affiliates holds the Security.


 


If a Security is replaced pursuant to Section
2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon
surrender of such Security and replacement thereof pursuant to Section 2.07.


 


If on a Redemption Date or the Final Maturity
Date the Paying Agent holds (or, if the Issuer, the Company or a Subsidiary of the Company acts as Paying Agent, segregates and
holds in trust) in accordance with the terms of this Indenture U.S. Legal Tender sufficient to pay all of the principal and interest
due on the Securities payable on that date, and the Paying Agent is not 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 Securities cease to be outstanding and interest
on them ceases to accrue.


 


SECTION 2.09.      
Treasury Securities. In determining whether the Holders of the required principal amount of Securities have concurred
in any direction, waiver or consent, Securities owned by the Issuer or any of its Affiliates shall be disregarded, except that,
for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only
Securities that a Responsible Officer of the Trustee has received written notice are so owned shall be disregarded.


 


The Trustee may require an Officer’s
Certificate of the Issuer listing Securities owned by the Issuer or its Affiliates.


 


SECTION 2.10.      
Temporary Securities. Until definitive Securities are ready for delivery, the Issuer may prepare and the Trustee
shall authenticate temporary Securities upon receipt of a written order of the Issuer in the form of an Officer’s Certificate.
The Officer’s Certificate shall specify the amount of temporary Securities to be authenticated and the date on which the
temporary Securities are to be authenticated. Temporary Securities shall be substantially in the form of definitive Securities
but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer
shall prepare and the Trustee shall authenticate upon receipt of a written order of the Issuer pursuant to Section 2.02 definitive
Securities in exchange for temporary Securities.


 






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SECTION 2.11.      
Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee, or at the
direction of the Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and dispose of all Securities surrendered
for transfer, exchange, payment or cancellation, in accordance with its customary practices. Subject to Section 2.07, the Issuer
may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. If the Issuer
shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11.


 


SECTION 2.12.      
Defaulted Interest. The Issuer will pay interest on overdue principal from time to time on demand at the rate of
interest then borne by the Securities. The Issuer shall, to the extent lawful, pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at the rate of interest then borne by the Securities.
Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


If the Issuer defaults in a payment of interest
on the Securities, it shall pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest,
to the Persons who are Holders on a subsequent special record date, which date shall be the fifteenth day next preceding the date
fixed by the Issuer for the payment of defaulted interest. At least 10 days before the subsequent special record date, the Issuer
shall mail to each Holder, with a copy to the Trustee (or cause the Trustee to mail) a notice that states the subsequent special
record date, the payment date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to
be paid.


 


Notwithstanding the foregoing, any interest
which is paid prior to the expiration of the 30-day period set forth in Section 6.01(a) shall be paid to Holders as of the regular
Record Date for the Interest Payment Date for which interest has not been paid.


 


Notwithstanding the foregoing, the Issuer
may make payment of defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed.


 


SECTION 2.13.      
CUSIP Number. The Issuer in issuing the Securities may use one or more “CUSIP” numbers, and if so, the
Trustee shall use the CUSIP numbers in notices of redemption or exchange as a convenience to Holders; provided, however,
that no representation is hereby deemed to be made as to the correctness or accuracy of the CUSIP numbers printed in the notice
or on the Securities, and that reliance may be placed only on the other identification numbers printed on the Securities. The Issuer
shall promptly notify the Trustee in writing of any change in the CUSIP number.


 


SECTION 2.14.      
Deposit of Moneys. Prior to 11:00 a.m. New York City time on each Interest Payment Date and the Final Maturity Date,
the Issuer shall have deposited with the Paying Agent in immediately available funds U.S. Legal Tender sufficient to make cash
payments, if any, due on such Interest Payment Date or Final Maturity Date, as the case may be, in a timely manner which permits
the Paying Agent to remit payment to the Holders on such Interest Payment Date or Final Maturity Date, as the case may be.


 


SECTION 2.15.       Issuance
of Additional Securities. After the Issue Date, the Issuer shall be entitled, subject to its compliance with Section
4.04, to issue Additional Securities under this Indenture in an unlimited aggregate principal amount, which Securities shall
have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and
issue price. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all
purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase.


 






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With respect to any Additional Securities,
the Issuer shall set forth in a Board Resolution of the Board of Directors of the Issuer and an Officer’s Certificate of
the Issuer, a copy of each which shall be delivered to the Trustee, the following information:


 


(1)               
the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture
and the provision of Section 4.04 that the Issuer is relying on to issue such Additional Securities; and


 


(2)               
the issue price, the issue date and the CUSIP number of such Additional Securities.


 


ARTICLE 3



Redemption


 


SECTION 3.01.      
Notices to Trustee. If the Issuer elects to redeem Securities pursuant to the redemption provisions of Paragraph
5, Paragraph 6 or Paragraph 7 of the Securities, it shall notify the Trustee in writing of the Redemption Date, the Redemption
Price and the principal amount of Securities to be redeemed. The Issuer shall give notice of redemption to the Paying Agent and
Trustee at least 15 days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to
the Trustee), together with an Officer’s Certificate of the Issuer stating that such redemption will comply with the conditions
contained herein. Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and
shall thereby be void and of no effect.


 


SECTION 3.02.      
Selection of Securities to be Redeemed. In the event that less than all of the Securities are to be redeemed at any
time (other than in the case of a regulatory redemption) pursuant to the redemption provisions of Paragraph 5, Paragraph 6 or Paragraph
7 of the Securities, the Trustee will select the Securities or portions thereof to be redeemed among the Holders of the Securities
on a pro rata basis, by lot or by any other method the Trustee considers fair and appropriate unless otherwise required
by law or applicable depositary requirements;


 


The Trustee shall make the selection from
the Securities outstanding and not previously called for redemption and shall promptly notify the Issuer in writing of the Securities
selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed.
No Securities having principal of less than the Minimum Denominations Requirement may be redeemed in part. The Trustee may select
for redemption portions (not less than the Minimum Denominations Requirement) of the principal amount of Securities that have denominations
larger than $2,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities
called for redemption.


 


SECTION 3.03.       Notice
of Redemption. In the case of an optional redemption pursuant to the provisions of Paragraph 5, Paragraph 6 or Paragraph
7 of the Securities, at least 15 days but not more than 60 days before a Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee) (subject to Section 3.07), the Issuer shall deliver electronically in pdf format or send, by
first class mail, postage prepaid, and for securities registered to DTC, in accordance with DTC’s applicable
procedures, to each Holder whose Securities are to be redeemed at its registered address except that redemption notices may
be delivered electronically in pdf format or mailed more than 60 days prior to a Redemption Date if the notice is issued in
connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture pursuant to Article 8 hereof.
At the Issuer’s request and with at least five Business Days’ notice to the Trustee, the Trustee shall give the
notice at least 15 days but not more than 60 days before the Redemption Date, and the Trustee shall give the notice of
redemption in the Issuer’s name and at the Issuer’s expense. Each notice for redemption shall identify the
Securities to be redeemed (including the CUSIP number(s), if any) and shall state:


 






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(1)               
the Redemption Date;


 


(2)               
the Redemption Price and the amount of accrued interest, if any, to be paid;


 


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


 


(4)               
that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued
interest, if any;


 


(5)               
that, unless the Issuer defaults in making the redemption payment or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture, interest on Securities called for redemption ceases to accrue on and after the Redemption
Date, and the only remaining right of the Holders of such Securities is to receive payment of the Redemption Price upon surrender
to the Paying Agent of the Securities redeemed;


 


(6)               
if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed and, in the
case of definitive Securities that, after the Redemption Date, and upon surrender of such Security, a new Security or Securities
in aggregate principal amount equal to the unredeemed portion thereof will be issued upon surrender of the original Security;


 


(7)               
if fewer than all the Securities are to be redeemed, the identification of the particular Securities (or portion thereof)
to be redeemed, as well as the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities
to be outstanding after such partial redemption; and


 


(8)               
the paragraph of the Securities pursuant to which the Securities are to be redeemed.


 


SECTION 3.04.      
Effect of Notice of Redemption. Once notice of redemption is mailed or given electronically in accordance with Section
3.03, and subject to Section 3.07, Securities called for redemption become due and payable on the Redemption Date and at the Redemption
Price plus accrued interest, if any. Upon surrender to the Trustee or Paying Agent, and subject to Section 3.07, such Securities
called for redemption shall be paid at the Redemption Price (which shall include accrued interest thereon to the Redemption Date),
but installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record
at the close of business on the relevant Record Dates.


 


SECTION 3.05.      
Deposit of Redemption Price. On or before 11:00 a.m. New York Time on the Redemption Date, the Issuer shall deposit
with the Paying Agent (or, if the Issuer, the Company or a Subsidiary of the Company is the Paying Agent, shall segregate and hold
in trust) U.S. Legal Tender sufficient to pay the Redemption Price plus accrued interest, if any, of all Securities to be redeemed
on that date (other than Securities or portions thereof called for redemption on that date which have been delivered by the Issuer
to the Trustee for cancellation). The Paying Agent or Trustee shall promptly return to the Issuer any U.S. Legal Tender so deposited
which is not required for that purpose.


 






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If the Issuer complies with the preceding
paragraph, then, unless the Issuer defaults in the payment when due of such Redemption Price plus accrued interest, if any, or
the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on the Securities to
be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Securities are presented for
payment.


 


SECTION 3.06.      
Securities Redeemed in Part. Upon surrender and cancellation of a Security that is to be redeemed in part only, the
Trustee shall authenticate for the Holder a new Security or Securities in a principal amount equal to the unredeemed portion of
the Security surrendered.


 


SECTION 3.07.      
Issuer Discretion. In connection with any redemption of Securities (including in any redemption described under Paragraph
5, Paragraph 6, Paragraph 7 or Paragraph 8 of the Securities), any such redemption may, at the Issuer’s discretion, be subject
to one or more conditions precedent, including any related Equity Offering or a Change of Control, and notice of any such redemption
may be given prior to the completion of any conditions precedent. In addition, if such redemption or notice is subject to satisfaction
of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be
delayed until such time as any or all such conditions shall be satisfied or waived (which, for the avoidance of doubt, may be later
than 60 days from the date such notice was delivered or mailed), or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption
Date so delayed.


 


SECTION 3.08.      
Gaming Redemption. In connection with any redemption pursuant to the provisions of Paragraph 8 of the Securities,
and except as may be required by a Gaming Authority, the Issuer shall comply with Sections 3.01 through 3.07 hereof.


 


ARTICLE 4



Covenants


 


SECTION 4.01.      
Payment of Securities. The Issuer will pay the principal of and interest on the Securities in the manner provided
in the Securities and in this Indenture. An installment of principal of or interest on the Securities shall be considered paid
on the date it is due if the Trustee or Paying Agent (other than the Issuer, the Company or a Subsidiary of the Company) holds
on that date U.S. Legal Tender designated for and sufficient to pay the installment in full and is not prohibited from paying such
money to the Holders pursuant to the terms of this Indenture. Interest, including defaulted interest, if any, will be computed
on the basis of a 360-day year comprised of twelve 30-day months and in the case of a partial month, the actual number of days
elapsed.


 


Notwithstanding anything to the contrary contained
in this Indenture, the Issuer may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal or interest payments hereunder.


 


SECTION 4.02.       Maintenance
of Office or Agency. The Issuer will maintain in the Borough of Manhattan, The City of New York, the office or agency
required under Section 2.03. The Issuer 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 Issuer 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 address of the Trustee set forth in Section 12.02. The Issuer hereby initially designates the office or
agency of the Trustee in the Borough of Manhattan, The City of New York (the address for which may be obtained from the
Issuer or the Trustee at the Corporate Trust Office) where presentations and surrenders may be made and notices or demands
may be served on the Issuer.


 






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SECTION 4.03.      
Limitation on Restricted Payments. The Company will not, and will not cause or permit any of its Restricted Subsidiaries
to, directly or indirectly:


 


(a)                declare or pay any dividend
or make any distribution (other than dividends or distributions payable in Qualified Capital Stock of the Company or in warrants,
rights or options (other than debt securities or Disqualified Capital Stock) to acquire Qualified Capital Stock of the Company)
on or in respect of shares of the Company’s Capital Stock to holders of such Capital Stock;


 


(b)                purchase, redeem or otherwise
acquire or retire for value any Capital Stock of the Company or any warrants, rights or options (other than debt securities or
Disqualified Capital Stock) to purchase or acquire shares of any class of such Capital Stock, other than the exchange of such Capital
Stock, warrants, rights or options for Qualified Capital Stock and/or for warrants, rights or options (other than debt securities
or Disqualified Capital Stock) to acquire Qualified Capital Stock;


 


(c)                make any principal payment
on or with respect to, or purchase, repurchase, defease, redeem or otherwise acquire or retire for value of, any Subordinated Indebtedness
of the Issuer or any Guarantor except (i) (A) the payment of interest in respect of Subordinated Indebtedness or (B) the payment
of principal at the Stated Maturity thereof, (ii) the purchase, repurchase, defeasance, redemption or other acquisition or
retirement of any such Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment
or payment at Stated Maturity, in each case due within one year of the date of purchase, repurchase, defeasance, redemption or
other acquisition or retirement and (iii) any Indebtedness incurred pursuant to clause (6) of the definition of “Permitted
Indebtedness,” or


 


(d)                make any Restricted Investment
(other than Permitted Investments)


 


(each of the foregoing actions set forth in clauses (a), (b),
(c) and (d) being referred to as a “Restricted Payment”), if at the time of such Restricted Payment, or immediately
after giving effect thereto,


 


(1)               
a Default or an Event of Default shall have occurred and be continuing;


 


(2)               
the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance
with Section 4.04; or


 


(3)               
the aggregate amount of Restricted Payments made subsequent to the Issue Date (without duplication and excluding Restricted
Payments permitted by clauses (2)(a), (3), (4), (5), (6) and (8) through (15) of the following paragraph) shall exceed the
sum of:


 


(w)       50%
of the cumulative Consolidated Net Income, or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss, of
the Company earned subsequent to January 1, 2015 and on or prior to the last day of the Company’s most recent fiscal quarter
for which internal financial statements are available, treating such period as a single accounting period; plus


 






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(x)       the
sum of (i) 100% of the aggregate net cash proceeds, and the fair market value, as determined in good faith by the
Company, of marketable securities or other property, received by the Company from any Person (other than a Subsidiary of the
Company) from the issuance and sale subsequent to the Issue Date and on or prior to the date the Restricted Payment occurs of
Qualified Capital Stock, or in respect of warrants, rights or options (other than debt securities or Disqualified Capital
Stock) to acquire Qualified Capital Stock, including Qualified Capital Stock issued upon the conversion of convertible
Indebtedness and (ii) 100% of any cash, and the fair market value, as determined in good faith by the Company, of
marketable securities or other property, capital contribution received by the Company from its shareholders subsequent to the
Issue Date and on or prior to the date the Restricted Payment occurs; plus


 


(y)       the
amount by which Indebtedness of the Company or a Restricted Subsidiary is reduced on the Company’s consolidated balance sheet
upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of
the Company or a Restricted Subsidiary convertible or exchangeable for Qualified Capital Stock of the Company (less the amount
of any cash, or the fair market value, as determined in good faith by the Company, of marketable securities or other property,
distributed by the Company upon such conversion or exchange); plus


 


(z)       100%
of the aggregate net cash proceeds, and the fair market value, as determined in good faith by the Company, of marketable securities
or other property, received by the Company and its Restricted Subsidiaries subsequent to the Issue Date in respect of such Restricted
Investments as a result of (without duplication with respect to any item below as among such items or any item listed in clause (3)
of the next paragraph):


 


(i)               any sale, liquidation, disposition or repayment
of any such Restricted Investments, to the extent of the net proceeds received by the Company or a Restricted Subsidiary;


 


(ii)              dividends, distributions of or with respect
to capital, returns of capital or other distributions or repayments of loans or advances to the Company or any Restricted Subsidiary
or, to the extent that a guarantee issued by the Company or a Restricted Subsidiary constitutes a Restricted Investment, the release
of such guarantee; or


 


(iii)             a Person becoming a Restricted Subsidiary,
to the extent of the Company’s portion (proportionate to the Company’s equity interest in such Person) of the fair
market value of the net assets of such Person;


 


provided, that any amount pursuant to this clause (z)
shall only be included in the calculation required by clause (3) above to the extent that it is not duplicative of amounts that
are otherwise included under this clause (3).


 


Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph shall not prohibit:


 


(1)       the
payment of any dividend or distribution or the redemption of any securities within 60 days after the date of declaration of such
dividend or distribution or the giving of formal notice by the Company of such redemption, if the dividend or distribution would
have been permitted on the date of declaration or the redemption would have been permitted on the date of the giving of the formal
notice thereof;


 






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(2)       the
making of any Restricted Payment, either


 


(a)       in
exchange for shares of Qualified Capital Stock and/or warrants, rights or options (other than debt securities or Disqualified Capital
Stock) to acquire Qualified Capital Stock; or


 


(b)       through
the application of the net proceeds of a sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital
Stock and/or warrants, rights or options (other than debt securities or Disqualified Capital Stock) to acquire Qualified Capital
Stock, so long as such net proceeds are applied pursuant to this clause (b) within 180 days of such sale;


 


(3)       so
long as no Default or Event of Default will have occurred and be continuing, any other Restricted Payment by the Company; provided,
however, that the aggregate amounts expended subsequent to the Issue Date pursuant to this clause (3) do not exceed
$350.0 million plus, to the extent that any Restricted Payment made pursuant to this clause (3) is in the form of a
Restricted Investment, 100% of the aggregate net cash proceeds, and the fair market value, as determined in good faith by the Company,
of marketable securities or other property, received by the Company and its Restricted Subsidiaries after the Issue Date in respect
of such Restricted Investment as a result of (without duplication with respect to any item below as among such amounts included
in the calculation pursuant to clause (3) of the previous paragraph):


 


(a)       any
sale, liquidation, disposition or repayment of any such Restricted Investments, to the extent of the net proceeds received by the
Company or a Restricted Subsidiary;


 


(b)       dividends,
distributions of or with respect to capital, returns of capital or other distributions or repayments of loans or advances to the
Company or any Restricted Subsidiary or, to the extent that a guarantee issued by the Company or a Restricted Subsidiary constitutes
a Restricted Investment, the release of such guarantee; or


 


(c)       a
Person becoming a Restricted Subsidiary, to the extent of the Company’s portion (proportionate to the Company’s equity
interest in such Person) of the fair market value of the net assets of such Person;


 


(4)       (a)
the Company and its Restricted Subsidiaries from making Restricted Payments for repurchase of any Capital Stock of the
Company or any warrants, rights or options to purchase or acquire shares of any such Capital Stock deemed to occur upon the
exercise or vesting of stock options to acquire Qualified Capital Stock, restricted stock units in respect of Qualified
Capital Stock or other similar arrangements to acquire Qualified Capital Stock if such repurchased Capital Stock or warrants,
rights or options to acquire shares of any such Capital Stock represent a portion of the exercise price thereof and/or
applicable withholding taxes, if any, (b) the Company and its Restricted Subsidiaries from making Restricted Payments to
allow any Parent Company to make, non-cash repurchases of Capital Stock deemed to occur upon exercise of stock options or
similar equity incentive awards, if such Capital Stock represents a portion of the exercise price of such options or similar
equity incentive awards, (c) the Company and its Restricted Subsidiaries from making Restricted Payments to make, or to
allow any Parent Company to make (i) tax payments on behalf of present or former officers, directors, consultants,
agents or employees (or their estates, trusts, family members or former spouses) of the Company, the Issuer, any Parent
Company or any Subsidiary in connection with non-cash repurchases of Capital Stock pursuant to any equity subscription
agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar
agreement, plan or arrangement of the Company, the Issuer, any Parent Company or any Subsidiary and (ii) make whole or
dividend equivalent payments to holders of vested stock options or other Capital Stock or to holders of stock options or
other Capital Stock at or around the time of vesting or exercise of such options or other Capital Stock to reflect dividends
previously paid in respect of Capital Stock of the Issuer, the Company or any Parent Company;


 






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(5)       so
long as no Default or Event of Default shall have occurred and be continuing, the repurchase, redemption or other acquisition or
retirement for value of any Capital Stock of the Company, any Parent Company or any Restricted Subsidiary of the Company held by
any current or former officer, director, consultant, agent or employee of the Company or any of its Restricted Subsidiaries or
any Parent Company pursuant to any equity subscription agreement, employment agreement, stock option or equity award agreement,
shareholders’ agreement or similar agreement or otherwise upon death, disability or termination of employment or directorship
of such Person; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock
may not exceed $75.0 million in any fiscal year; provided, further, that the Company and any of its Restricted Subsidiaries
may carry over and make in subsequent fiscal years, in addition to the amounts permitted for such fiscal year, up to $100.0 million
of unutilized capacity under this clause (5) attributable to preceding fiscal years; provided, further,
that such amount in any fiscal year may be increased by an amount not to exceed the sum of:


 


(a)       the
cash proceeds from the sale of Qualified Capital Stock of the Company and, to the extent contributed to the Company as common equity
capital, the cash proceeds from the sale of Qualified Capital Stock of any of the Company’s shareholders, in each case to
members of management or directors of the Company or any of its Subsidiaries that occurs after the Issue Date to the extent the
cash proceeds from the sale of Qualified Capital Stock have not otherwise been applied to the making of Restricted Payments pursuant
to clause (3)(x) of the preceding paragraph or clause (2) of this paragraph; plus


 


(b)       the
cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date;


 


provided, further,
that cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries by any member of management of any
Parent Company, the Company or any of its any Subsidiaries in connection with a repurchase of the Capital Stock of the Issuer,
the Company or any Parent Company will not be deemed to constitute a Restricted Payment;


 


(6)       so
long as no Default or Event of Default shall have occurred and be continuing, the declaration and payment of regularly scheduled
or accrued dividends to holders of any class or series of any Preferred Stock of any Restricted Subsidiary of the Company issued
on or after the date of this Indenture in accordance with the Consolidated Fixed Charge Coverage Ratio test described in Section
4.04 to the extent that such dividends are included in the definition of “Consolidated Fixed Charges”;


 


(7)       Restricted
Payments under hedge and warrant option transactions entered into in connection with a Permitted Convertible Notes Offering or
any early termination thereof;


 


(8)       the
making of cash payments in satisfaction of the conversion obligation upon conversion of convertible Indebtedness issued in a
Permitted Convertible Notes Offering in an aggregate amount since the Issue Date not to exceed the sum of (a) the principal
amount of such convertible Indebtedness plus (b) any payments received by the Company or any of its Restricted Subsidiaries
pursuant to the exercise, settlement or termination of any related hedge or warrant option transactions;


 






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(9)       the
Company from making Restricted Payments to make, or to allow any Parent Company to make, payments in cash, in lieu of the issuance
of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of any such Person;


 


(10)       the
distribution, as a dividend or otherwise, of Capital Stock of, or Indebtedness owed to the Company or any Restricted Subsidiary
by, an Unrestricted Subsidiary (other than an Unrestricted Subsidiary the primary assets of which are cash and/or Cash Equivalents);


 


(11)       subject
to the third paragraph of this Section 4.03, the purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Subordinated Indebtedness of the Company or any Restricted Subsidiary in exchange for, or out of the proceeds of the
substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under Section 4.04 so long as:


 


(a)       such
Indebtedness is subordinated to the Securities in right of payment at least to the same extent as the Subordinated Indebtedness
being so purchased, repurchased, redeemed, defeased, acquired or retired; and


 


(b)       such
Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness
being so purchased, repurchased, redeemed, defeased, acquired or retired;


 


(12)       the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness in accordance
with provisions similar to Section 4.15 or Section 4.16; provided that, prior to or simultaneously with such purchase, repurchase,
redemption, defeasance or other acquisition or retirement, the Issuer has made any required Change of Control Offer or Net Proceeds
Offer, as applicable, as provided in such covenant with respect to the Securities and have completed the repurchase or redemption
of all Securities validly tendered for payment in connection with any such Change of Control Offer or Net Proceeds Offer;


 


(13)
        Restricted Payments made to any Parent Company to permit such Parent Company to pay
(i) any income taxes which are due and payable by such Parent Company, the Company and its Restricted Subsidiaries as
part of a consolidated group to the extent such taxes are directly attributable to the income of the Company and its
Subsidiaries (the “Consolidated Group”); provided that the total amount of any payment pursuant to
this clause for any taxable period shall not exceed the amount that the Consolidated Group would be required to pay in
respect of such income taxes for such period, determined by taking into account any available net operating loss carryovers
or other tax attributes of the Consolidated Group as if the Consolidated Group filed a separate consolidated, combined,
unitary or affiliated income tax return, less the amount of any such taxes paid directly by the Consolidated Group,
(ii) customary fees, salary, bonus, severance and other benefits payable to, and indemnities provided on behalf
of, their current and former officers and employees and members of their Board of Directors, (iii) ordinary course
corporate operating expenses and other fees and expenses required to maintain its corporate existence, (iv) reasonable
fees and expenses incurred in connection with any debt or equity offering or other financing transaction by any Parent
Company, to the extent the net proceeds thereof are (or, in the case of an unsuccessful offering, were intended to be) used
for the benefit of the Company and its Restricted Subsidiaries, whether or not completed, and (v) reasonable fees and
expenses in connection with compliance with reporting obligations under, or in connection with compliance with, federal or
state laws or under this Indenture or any other agreement governing indebtedness of the Company or its Subsidiaries;


 






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(14)       so
long as no Default or Event of Default shall have occurred and be continuing, any other Restricted Payment by the Company in an
aggregate amount not to exceed $100.0 million in any fiscal year, commencing with the fiscal year beginning on January 1, 2017;
provided that the Company may carry over in subsequent fiscal years, in addition to the amounts permitted for such fiscal
year, up to $250.0 million of unutilized capacity under this clause (14) attributable to preceding fiscal years; and


 


(15)       so
long as no Default or Event of Default shall have occurred and be continuing, any other Restricted Payment; provided that
after giving pro forma effect thereto and the application of the net proceeds therefrom, such Restricted Payment permitted
under this clause (15) does not cause the Consolidated Net Leverage Ratio to exceed 5.00 to 1.00.


 


SECTION 4.04.      
Limitation on Incurrence of Additional Indebtedness and Issuance of Preferred Stock. The Company will not, and will
not permit any of its Restricted Subsidiaries to, incur any Indebtedness other than Permitted Indebtedness and will not permit
any of its Restricted Subsidiaries to issue any Preferred Stock other than Permitted Indebtedness; provided, however,
that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence
of any such Indebtedness, the Company or any Restricted Subsidiary may incur Indebtedness and any of the Restricted Subsidiaries
may issue Preferred Stock if, on the date of the incurrence of such Indebtedness or issuance of such Preferred Stock, after giving
effect to the incurrence or issuance thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is equal to or greater
than 2.0 to 1.0; provided, further, that Restricted Subsidiaries (other than the Issuer) that are not Guarantors
may not incur Indebtedness or issue Preferred Stock pursuant to the foregoing proviso if, after giving pro forma effect
to such incurrence or issuance and application of proceeds thereof, the aggregate amount of outstanding Indebtedness and Preferred
Stock of Restricted Subsidiaries (other than the Issuer) that are not Guarantors incurred subsequent to the Issue Date pursuant
to this Section 4.04, clause (2) and clause (13) of the definition of “Permitted Indebtedness” exceeds the greater
of (x) $600.0 million and (y) 8.0% of the Company’s Total Assets.


 


For purposes of determining compliance with
this Section 4.04, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories
of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” or is entitled to be incurred or
issued, as the case may be, pursuant to the first paragraph of this Section 4.04, the Company, in its sole discretion, will be
permitted to divide or classify such item of Indebtedness or Preferred Stock on the date of its incurrence or issuance, as the
case may be, in any manner that complies with this Section 4.04, or later divide, classify or reclassify (based on circumstances
existing at the time of such division, classification or reclassification) all or a portion of such item of Indebtedness or Preferred
Stock in any manner that complies with this Section 4.04 and such item of Indebtedness or Preferred Stock (or portion thereof,
as applicable) will be treated as having been incurred or issued, as the case may be, pursuant to only such clause or clauses or
the first paragraph of this Section 4.04. Additionally, Indebtedness permitted by this Section 4.04 need not be permitted solely
by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one
or more other provisions of this Section 4.04 permitting such Indebtedness. Indebtedness under the term loan portion of the Credit
Agreement outstanding on the date on which the Securities are first issued and authenticated under this Indenture will initially
be deemed to have been incurred on the Issue Date in reliance on the exception provided by clause (2) of the definition of
 “Permitted Indebtedness” and may later be reclassified.


 






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In addition, in the event an item of Indebtedness
or Preferred Stock (or any portion thereof) is incurred or issued pursuant to clauses (1) to (24) of the definition of “Permitted
Indebtedness” on the same date that an item of Indebtedness or Preferred Stock (or any portion thereof) is incurred or issued
under the first paragraph of this Section 4.04, then the Fixed Charge Coverage Ratio will be calculated with respect to such incurrence
or issuance under the first paragraph of this covenant without regard to any Indebtedness or Preferred Stock (or any portion thereof)
incurred or issued pursuant to the definition of “Permitted Indebtedness.” Unless the Issuer elects otherwise, the
incurrence or issuance of Indebtedness or Preferred Stock will be deemed incurred or issued first under the first paragraph of
this Section 4.04 to the extent permitted, with the balance incurred or issued under one of the categories of Permitted Indebtedness
described in the definition of “Permitted Indebtedness.”


 


The Issuer will not, and will not permit any
Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in
right of payment to any Indebtedness of the Issuer or such Guarantor, as the case may be, and unless such Indebtedness is expressly
subordinated in right of payment to the Securities or such Guarantor’s Guarantee, as the case may be, to the extent and in
the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Guarantor, as the case may be.
For the avoidance of doubt, under the terms of this Indenture (1) unsecured Indebtedness will not be treated as subordinated or
junior in right of payment to Secured Indebtedness merely because such Indebtedness is unsecured or (2) Senior Indebtedness will
not be treated as subordinated or junior in right of payment to any other Senior Indebtedness merely because it has junior priority
with respect to the same collateral.


 


SECTION 4.05.      
Corporate Existence. Except as otherwise permitted by Article 5, the Company shall do or cause to be done, at its
own cost and expense, all things necessary to preserve and keep in full force and effect its corporate existence and the corporate,
partnership or other existence of each of its Subsidiaries in accordance with the respective organizational documents of the Company
or the Subsidiary, as the case may be, and the rights (charter and statutory) and material franchises of the Company and each of
its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right or franchise,
or the corporate existence of any Subsidiary (other than the Issuer), if the Board of Directors of the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Subsidiaries,
taken as a whole.


 


SECTION 4.06.      
Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed upon it or any of
its Subsidiaries or upon the income, profits or property of it or any of its Subsidiaries and (b) all lawful claims for labor,
materials and supplies which, in each case, if unpaid, might by law become a material liability or Lien upon the property of it
or any of its Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested
in good faith by appropriate proceedings and for which adequate provision has been made or for which adequate reserves, to the
extent required under GAAP, have been established or where the failure to effect such payment or discharge is not adverse in any
material respect to the Holders.


 


SECTION 4.07.      
Maintenance of Properties and Insurance.


 


(a)                The
Company shall cause all material properties owned by or leased by it or any of its Subsidiaries used or useful to the conduct
of its business or the business of any of its Subsidiaries to be maintained and kept in normal condition, repair and
working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals and
replacements thereof, all as in its judgment may be reasonably necessary, so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.07 shall
prevent the Company or any of its Subsidiaries from discontinuing the use, operation or maintenance of any of such
properties, or disposing of any of them, if such properties are, in the reasonable and good faith judgment of the Board of
Directors of the Company or such Subsidiary, as the case may be, no longer reasonably necessary in the conduct of their
respective businesses or such disposition is otherwise permitted by this Indenture.


 






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(b)               
The Company shall provide or cause to be provided, for itself and each of its Subsidiaries, insurance (including self-insurance)
against loss or damage of the kinds and in the amounts that, in the reasonable, good faith judgment of a responsible officer of
the Company, are adequate for the conduct of the business of the Company and such Subsidiaries in a prudent manner, with reputable
insurers or with the government of the United States of America or an agency or instrumentality thereof.


 


SECTION 4.08.      
Compliance Certificate; Notice of Default.


 


(a)               
The Issuer shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s fiscal years, an Officer’s
Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer)
stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under
the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled its Obligations
under this Indenture and further stating, as to such officer signing such certificate, that to the best of his knowledge the Issuer
during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or
Event of Default has occurred during such year and at the date of such certificate there is no Default or Event of Default that
has occurred and is continuing or, if such signer does know of such Default or Event of Default, the certificate shall describe
the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee
should the Issuer elect to change the manner in which it fixes its fiscal year end.


 


(b)               
The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report
of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such
annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation
has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable
directly or indirectly to any Person for any failure to obtain knowledge of any such violation.


 


(c)               
So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the
Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission
an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming
aware of such occurrence.


 


SECTION 4.09.      
Compliance with Laws. The Company will comply, and will cause each of its Subsidiaries to comply, with all applicable
statutes, rules, regulations, orders and restrictions of the United States, all states and municipalities thereof, and of any governmental
department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct
of their respective businesses and the ownership of their respective properties, except for such noncompliances as are being contested
in good faith and by appropriate proceedings and except for such noncompliances as would not in the aggregate have a material adverse
effect on the financial condition or results of operations of the Company and its Subsidiaries taken as a whole.


 






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SECTION 4.10.      
SEC Reports.


 


(a)               
The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with
the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company
is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not
remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all
information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders
with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act.
Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period
for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The
Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred.


 


(b)               
Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act,
the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required
to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders.


 


(c)               
For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of
the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4)
under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act.


 


(d)               
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officer’s Certificates).


 


SECTION 4.11.      
Waiver of Stay, Extension or Usury Laws. The Issuer covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension
law or any usury law or other law that would prohibit or forgive the Issuer from paying all or any portion of the principal of
and/or interest on the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture, and (to the extent that it may lawfully do so) the Issuer hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


SECTION 4.12.      
Limitations on Transactions with Affiliates.


 


(a)               
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit
to exist any transaction or series of related transactions with any of its Affiliates (an “Affiliate Transaction”)
involving aggregate consideration in excess of $25.0 million, other than


 


(x)       Affiliate
Transactions permitted under the next paragraph; and


 






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(y)       Affiliate
Transactions on terms that are not materially less favorable to the Company or such Restricted Subsidiary than those that might
reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not
an Affiliate;


 


provided, however, that for a transaction or series
of related transactions with an aggregate value exceeding the greater of $100.0 million and 1.50% of the Company’s Total
Assets, such determination shall be made in good faith by a majority of the disinterested members of the Board of Directors of
the Company.


 


(b)               
The foregoing restrictions will not apply to:


 


(1)               
reasonable fees and compensation paid or advanced to, and indemnity provided to or on behalf of, officers, directors, employees
or consultants of the Company or any Subsidiary as determined in good faith by the Company’s Board of Directors or senior
management;


 


(2)               
transactions between or among the Company and any of its Restricted Subsidiaries;


 


(3)               
any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including
pursuant to any amendment thereto) or by any replacement agreement thereto so long as any such amendment or replacement agreement
is not more disadvantageous to the Holders generally in any material respect than the original agreement as in effect on the Issue
Date as determined in good faith by the Company;


 


(4)               
Permitted Investments and Restricted Payments permitted by this Indenture;


 


(5)               
commercially reasonable transactions between the Company or a Restricted Subsidiary and any joint venture in the ordinary
course of business that have been determined by the Board of Directors or senior management of the Company to comply with clause
(y) of Section 4.12(a);


 


(6)               
transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely
because the Company owns, directly or through a Restricted Subsidiary, an equity interest in, or controls, such Person; provided
that no Affiliate of the Company or any of its Restricted Subsidiaries other than the Company or a Restricted Subsidiary shall
have a beneficial interest or otherwise participate in such Person;


 


(7)               
transactions in which the only consideration paid by the Company or its Restricted Subsidiaries consists of Qualified Capital
Stock of the Company or any capital contribution otherwise permitted by this Indenture;


 


(8)               
payments or loans (or cancellations of loans) to officers, managers, directors, consultants and employees of the Company,
any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other
compensatory or benefit arrangements with such officers, managers, directors, consultants and employees that are, in each case,
approved by the Company in good faith;


 


(9)                transactions
in which the Company or any Restricted Subsidiary, as the case may be, obtains a letter from a nationally recognized
investment banking, accounting or valuation firm selected by the Company 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 (y) of the
first paragraph of this Section 4.12;


 






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(10)           
transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary
course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company and the Restricted
Subsidiaries, in the good faith 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;


 


(11)           
investments by an Affiliate in securities of the Company or any of its Restricted Subsidiaries so long as the investment
is being offered generally to other investors on the same or more favorable terms;


 


(12)           
transactions between the Company or any Restricted Subsidiary and any Person that is an Affiliate of the Company or any
Restricted Subsidiary solely because a director of such Person is also a director of the Company or any direct or indirect parent
entity of the Company; provided that such director abstains from voting as a director of the Company or any direct or indirect
parent entity of the Company, as the case may be, on any matter involving such other Person;


 


(13)           
pledges of Capital Stock of any Unrestricted Subsidiary;


 


(14)           
joint purchasing arrangements with the Sponsor and Affiliates of the Company in the ordinary course of business or otherwise
consistent with past practice;


 


(15)           
transactions with an Affiliate in its capacity as a purchaser or holder of Indebtedness or other securities of the Company
or any Restricted Subsidiary in which such Affiliate is treated no more favorably than the other purchasers or holders of Indebtedness
or other securities of the Company or such Restricted Subsidiary (except as otherwise permitted under this Section 4.12);


 


(16)           
payments to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business
or consistent with industry practice or industry norms (including any cash management activities related thereto);


 


(17)           
entering into an agreement that provides registration rights to the equity holders of the Company, the Issuer or any parent
of the Company or amending such agreement with shareholders of the Company or any parent of the Company and the performance of
such agreements; and


 


(18)       payments
by the Company or any Restricted Subsidiary to any of the Sponsors in respect of indemnification payments or for any financial
advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection
with acquisitions or divestitures, or any transactions pursuant to which Mafco or any of its Affiliates provide the Company with
services at the cost to Mafco or such Affiliates, which payments or services are approved by a majority of the members of the Board
of Directors of the Company in good faith.


 


SECTION 4.13.       Limitation
on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


 






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(a)               
pay dividends or make any
other distributions on or in respect of its Capital Stock;


 


(b)               
make loans or advances
to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or


 


(c)               
transfer any of its property
or assets to the Company or any other Restricted Subsidiary of the Company,


 


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


 


(1)               
applicable law and agreements with governmental authorities;


 


(2)               
the Securities, this Indenture or any Guarantee thereof;


 


(3)               
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted
or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property
that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock
restricting the payment of dividends and the making of distributions on Capital Stock;


 


(4)               
any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including
the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties
or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value
not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;


 


(5)               
any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness,
including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted
Subsidiary (other than the Issuer) that is not a Guarantor;


 


(6)               
any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted
Indebtedness”;


 


(7)               
restrictions on the transfer of assets subject to any Lien permitted under this Indenture;


 


(8)               
restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing
of such sale;


 


(9)               
customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in
their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;


 






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(10)           
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course
of business;


 


(11)           
customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited
hereunder;


 


(12)           
customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property,
in each case, entered into in the ordinary course of business;


 


(13)           
Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness
is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary
and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of
each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially
adverse effect on the ability of the Issuer to make payments on the Securities;


 


(14)           
the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other
Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such
other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation
of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially
adverse effect on the ability of the Issuer to make payments on the Securities; or


 


(15)           
an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to
an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) or any other agreement evidencing Indebtedness
permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction
contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable
to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being
refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make
payments on the Securities.


 


SECTION 4.14.      
Limitation on Liens. The Issuer and the Company will not, and the Company will not permit any of the other Guarantors
to, directly or indirectly, create, incur or assume any Lien securing Indebtedness (other than Permitted Liens) upon any property
or asset now owned or hereafter acquired by them, or any income or profits therefrom, or assign or convey any right to receive
income therefrom; provided, however, that in addition to creating Permitted Liens on their properties or assets, the Issuer,
the Company and any of the other Guarantors may (i) in the case of Liens securing such Subordinated Indebtedness, create any Lien
securing Subordinated Indebtedness upon any of their properties or assets (including, but not limited to, any Capital Stock of
its Subsidiaries) if the Securities are secured by a Lien on such property or assets that is senior in priority to such Liens;
or (ii) in all other cases, create any Lien securing Indebtedness upon any of their properties or assets (including, but not limited
to, any Capital Stock of its Subsidiaries) if the Securities are equally and ratably secured.


 






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SECTION 4.15.      
Change of Control.


 


(a)               
Upon the occurrence of a Change of Control after the Issue Date, each Holder will have the right to require that the Issuer
repurchase all or a portion, subject to the Minimum Denominations Requirement, of such Holder’s Securities, at a purchase
price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date
of repurchase.


 


(b)               
Within 30 days following the date upon which the Change of Control occurred, the Issuer will send, electronically or by
first class mail, a notice to each Holder, with a copy to the Trustee, offering to purchase the Securities as set forth above (the
 “Change of Control Offer”). The notice to the Holders shall contain instructions and materials necessary to
enable such Holders to tender Securities pursuant to the Change of Control Offer. Such notice shall state:


 


(1)               
that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Securities tendered and not
withdrawn will be accepted for payment;


 


(2)               
the purchase price (including the amount of accrued interest) and the purchase date, which shall be no earlier than 30 days
nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control
Payment Date”);


 


(3)               
that any Security not tendered will continue to accrue interest;


 


(4)               
that, unless the Issuer defaults in making payment therefor, any Security accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Payment Date;


 


(5)               
that Holders electing to have a Security purchased pursuant to a Change of Control Offer will be required to surrender the
Security, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to
the Paying Agent at the address specified in the notice prior to 5:00 p.m. New York City time on the third Business Day prior to
the Change of Control Payment Date;


 


(6)               
that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m. New York
City time on the second Business Day prior to the Change of Control Payment Date, electronic mail in pdf format, facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the Securities the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Security purchased;


 


(7)               
that Holders whose Securities are purchased only in part will be issued new Securities in a principal amount equal to the
unpurchased portion of the Securities surrendered; and


 


(8)               
the circumstances and relevant facts regarding such Change of Control.


 


(c)                On
or before the Change of Control Payment Date, the Issuer will (i) accept for payment Securities or portions thereof tendered,
subject to the Minimum Denominations Requirement, pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent
U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Securities so
tendered and (iii) deliver to the Trustee Securities so accepted together with an Officer’s Certificate of the Issuer
stating the Securities or portions thereof being purchased by the Issuer. The Paying Agent shall promptly mail to the Holders
of Securities so accepted payment in an amount equal to the purchase price plus accrued and unpaid interest, if any, thereon
to the Change of Control Payment Date and the Trustee shall promptly authenticate and mail to such Holders new Securities
equal in principal amount to any unpurchased portion of the Securities surrendered. Any Securities not so accepted shall be
promptly mailed by the Issuer to the Holder thereof. For purposes of this Section 4.15, the Trustee shall act as the Paying
Agent.


 






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(d)               
Any amounts remaining after the purchase of Securities pursuant to a Change of Control Offer promptly shall be returned
by the Trustee to the Issuer.


 


(e)               
The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (x) a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Issuer and purchases all Securities properly tendered and not withdrawn under
the Change of Control Offer or (y) a notice of redemption relating to the redemption of all of the Securities has been given pursuant
to the redemption provisions of Paragraph 5, Paragraph 6 or Paragraph 7 of the Securities and Section 3.03 of this Indenture and,
in the event that such redemption is subject to one or more conditions precedent, such conditions have been satisfied or waived.
Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control,
conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at
the time the Change of Control Offer is made. The closing date of any such Change of Control Offer made in advance of a Change
of Control may be changed to conform to the actual closing date of the Change of Control, provided that such closing date
is not earlier than 30 days nor later than 60 days from the date the Change of Control Offer notice is mailed as described
in this Section 4.15. The Company may, at its option, include in any Change of Control Offer an early consent payment or consent
payment, so long as any such payment is in addition to the purchase price set forth in Section 4.15(a).


 


(f)                
In connection with any Change of Control Offer, the Issuer may, in its sole discretion, elect to offer a premium (the “Early
Tender Premium”) to Holders who tender their Securities early in connection with such Change of Control Offer; provided
that the minimum payment offered to any Holder is no lower than 101% of the aggregate principal amount of Securities repurchased,
plus accrued and unpaid interest, if any, on the Securities repurchased to the date of purchase. In addition, the Issuer may determine,
in its sole discretion, to require as a condition to the receipt of such Early Tender Premium that Holders (i) provide consents
to any requested amendments of this Indenture and (ii) waive any withdrawal rights in connection with their early tender of
Securities in connection with the Change of Control Offer.


 


(g)               
If Holders of not less than 90% in aggregate principal amount of the outstanding Securities validly tender and do not withdraw
such Securities in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the
Issuer as provided above, purchases all of the Securities validly tendered and not withdrawn by such Holders, the Issuer or such
third party will have the right, upon not less than 30 days nor more than 60 days’ prior notice, given not more than 30 days
following such purchase pursuant to the Change of Control Offer provided above, to redeem all Securities that remain outstanding
following such purchase at a price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to,
but not including, the Redemption Date.


 


(h)               
The Company and the Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities
pursuant to a Change of Control Offer. To the extent the provisions of any securities laws or regulations conflict with the provisions
under this Section 4.15, the Company and the Issuer shall comply with the applicable securities laws and regulations and shall
not be deemed to have breached their obligations under this Section 4.15 by virtue thereof.


 






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SECTION 4.16.      
Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate
an Asset Sale unless:


 


(1)               
the Company or one or more 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 of the assets sold or otherwise disposed of;


 


(2)               
at least 75% of the consideration received by the Company or such Restricted Subsidiaries, exclusive of indemnities, as
the case may be, from such Asset Sale is cash or Cash Equivalents and is received at the time of such disposition; provided
that the amount of (a) any liabilities of the Company or any such Restricted Subsidiary, as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet (or in the notes thereto), that are assumed by the transferee of any such
assets, (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within one year of the time of such
disposition, to the extent of the cash or Cash Equivalents received and (c) 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, taken together with all
other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the
greater of $225.0 million and 3.0% of the Company’s Total Assets, 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, will be deemed to be
cash for the purposes of this clause (2); and


 


(3)               
upon the consummation of an Asset Sale, the Company applies directly or through a Restricted Subsidiary, or causes one or
more of its Restricted Subsidiaries to apply, an amount equal to the Net Cash Proceeds relating to such Asset Sale within 455 days
of receipt thereof, at the option of the Company, either:


 


(A)       to
repay any Secured Indebtedness the incurrence of which was permitted by this Indenture (and, if the Indebtedness repaid is revolving
credit facility Indebtedness, to correspondingly reduce commitments with respect thereto), other than Indebtedness owed to the
Company or another Restricted Subsidiary;


 


(B)       to
repay any Indebtedness of a Restricted Subsidiary that is not a Guarantor;


 


(C)       to
repay or repurchase Pari Passu Indebtedness (provided that the Issuer shall (i) redeem or repurchase at least a pro rata
portion of the Securities (based on the amount so applied to such repayments or repurchases of Pari Passu Indebtedness), by, at
the Company’s option, (a) redeeming the Securities as described under Paragraph 5, Paragraph 6 or Paragraph 7 of the Securities
and Section 3.03 or (b) through privately negotiated transactions or open-market purchases (to the extent such purchases are
a price at or above 100% of the principal amount thereof plus the amount of accrued but unpaid interest, if any, thereon) or (ii)
offer to redeem or repurchase at least a pro rata portion of the Securities (based on the amount so applied to such repayments
or repayments or repurchases of such Pari Passu Indebtedness) by making an offer (in accordance with the procedures set forth below
for a Net Proceeds Offer) to all Holders to purchase the Securities at a price at or above 100% of the principal amount thereof,
plus the amount of accrued but unpaid interest, if any, on the amount of Securities that would otherwise be prepaid);


 






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(D)       to
reinvest in Productive Assets (or enter into a binding commitment to reinvest, if such reinvestment is effected within 180 days
after the date of such commitment); or


 


(E)       a
combination of prepayment, reduction and investment permitted by the foregoing clauses (3)(A) through (3)(D);


 


provided that the 75% limitation referred to above will
not apply to any sale, transfer or other disposition of assets in which the cash portion of the consideration received therefor
is equal to or greater than what the after tax net proceeds would have been had such transaction complied with the aforementioned
75% limitation. On the 456th day after an Asset Sale (or, if later, the 181st day after the entry into a binding commitment
to reinvest) or such earlier date, if any, as the Company in good faith determines not to apply an amount equal to the Net Cash
Proceeds relating to such Asset Sale as set forth in clause (3) of the preceding sentence (each, a “Net Proceeds
Offer Trigger Date”), such aggregate amount of Net Cash Proceeds that have not been so applied on or before such Net
Proceeds Offer Trigger Date as permitted in clause (3)) of the preceding sentence (each, a “Net Proceeds Offer Amount”)
the Issuer will make an offer to repurchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds
Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger
Date (or such longer period as may be required by law), from all Holders, that amount of Securities equal to the aggregate amount
of Net Cash Proceeds that have not been so applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (3)
of the preceding sentence multiplied by a fraction, the numerator of which is the aggregate principal amount of Securities then
outstanding and the denominator of which is the sum of the aggregate principal amount of Securities and Pari Passu Indebtedness
then outstanding (the “Pro Rata Amount”), at a price equal to 100% of the principal amount of the Securities
to be repurchased, plus accrued and unpaid interest to the date of repurchase.


 


Notwithstanding the foregoing, if a Net Proceeds
Offer Amount is less than $75.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount
to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net
Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount
from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $75.0 million, at which time the Issuer
will apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds
Offer, the first date the aggregate of all such deferred Net Proceeds Offer Amounts is at least $75.0 million being deemed
to be a Net Proceeds Offer Trigger Date. To the extent that the aggregate purchase price of Securities tendered pursuant to any
Net Proceeds Offer is less than the Pro Rata Amount, the Issuer or any Guarantor may use such amount for any purpose not prohibited
by this Indenture. Upon completion of any Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset to zero.


 


Notwithstanding the first two paragraphs of
this Section 4.16, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying
with such paragraphs to the extent


 


(1)       at
least 50% of the consideration for such Asset Sale constitutes Productive Assets; and


 


(2)       such
Asset Sale is for fair market value; provided that the fair market value of any consideration not constituting Productive
Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated
under this paragraph will constitute Net Cash Proceeds subject to the provisions of the first two paragraphs of this Section 4.16.


 






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In the event of the transfer
of substantially all, but not all, of the property and assets of the Company and its Restricted Subsidiaries as an entirety to
a Person in a transaction permitted under Section 5.01, the successor corporation will be deemed to have sold the properties and
assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this Section 4.16, and will comply with
the provisions of this Section 4.16 with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market
value of such properties and assets of the Company or its Restricted Subsidiaries deemed to be sold will be deemed to be Net Cash
Proceeds for purposes of this Section 4.16.


 


Notice of a Net Proceeds Offer will be sent
electronically or mailed, by first class mail, by the Issuer to Holders as shown on the register of Holders at their last registered
address not less than 30 days nor more than 60 days before the Net Proceeds Offer Payment Date, with a copy to the Trustee. The
notice shall contain instructions and materials necessary to enable such Holders to tender Securities pursuant to the Net Proceeds
Offer and shall state the following terms:


 


(1)       that
the Net Proceeds Offer is being made pursuant to this Section 4.16, that all Securities tendered will be accepted for payment;
provided, however, that if the aggregate principal amount of Securities tendered in a Net Proceeds Offer plus accrued
interest at the expiration of such offer exceeds the aggregate amount of the Net Proceeds Offer, the Trustee will select the Securities
or portions thereof to be repurchased (with such adjustments as may be deemed appropriate by the Issuer so that only Securities
in denominations of $2,000 or multiples thereof shall be purchased) among the Holders as follows: (i) if the Securities are listed,
in compliance with any applicable requirements of the principal national securities exchange on which the Securities are listed;
or (ii) if the Securities are not so listed, on a pro rata basis, by lot or by any other method the trustee considers fair
and appropriate. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required
by law;


 


(2)       the
Net Proceeds Offer Amount (including the amount of accrued interest) and the Net Proceeds Offer Payment Date (which shall be not
less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date (or such longer period as may be required
by law) and which shall be at least five Business Days after the Trustee receives notice thereof from the Issuer);


 


(3)       that
any Security not tendered will continue to accrue interest;


 


(4)       that,
unless the Issuer defaults in making payment therefor, any Security accepted for payment pursuant to the Net Proceeds Offer shall
cease to accrue interest after the Net Proceeds Offer Payment Date;


 


(5)       that
Holders electing to have a Security purchased pursuant to a Net Proceeds Offer will be required to surrender the Security, with
the form entitled “Option of Holder to Elect Purchase” on the reverse of the Security completed, to the Paying Agent
at the address specified in the notice prior to the close of business on the Business Day prior to the Net Proceeds Offer Payment
Date;


 


(6)       that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior
to the Net Proceeds Offer Payment Date, electronic mail in pdf format, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Securities such Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Securities purchased; and


 






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(7)       that
Holders whose Securities are purchased only in part will be issued new Securities in a principal amount equal to the unpurchased
portion of the Securities surrendered; provided, however, that each Security purchased and each new Security issued
shall be subject to the Minimum Denominations Requirement.


 


On or before the Net Proceeds Offer Payment
Date, the Issuer shall (i) accept for payment Securities or portions thereof tendered pursuant to the Net Proceeds Offer which
are to be purchased in accordance with item (1) above, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the purchase price plus accrued interest, if any, of all Securities to be purchased and (iii) deliver to the Trustee Securities
so accepted together with an Officer’s Certificate of the Issuer stating the Securities or portions thereof being purchased
by the Issuer. The Paying Agent shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the
purchase price plus accrued interest, if any. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent.


 


Any amounts remaining after the purchase of
Securities pursuant to a Net Proceeds Offer promptly shall be returned by the Trustee to the Issuer.


 


If an offer is made to repurchase the Securities
pursuant to a Net Proceeds Offer, the Company will and will cause its Restricted Subsidiaries to comply with all tender offer rules
under state and federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder,
to the extent applicable to such offer. To the extent that the provisions of any securities laws or regulations conflict with this
Section 4.16, the Company and the Issuer shall comply with the applicable securities laws and obligations and shall not be deemed
to have breached their obligations hereunder by virtue thereof.


 


SECTION 4.17.      
Limitation on Guarantees by Restricted Subsidiaries.


 


(a)               
From and after the Issue Date, the Company will not permit any Wholly Owned Domestic Restricted Subsidiary (other than the
Issuer, a Guarantor or an Immaterial Subsidiary) to, directly or indirectly, by way of the pledge of any intercompany note or otherwise,
to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or the Issuer, other
than:


 


(A)             
Indebtedness incurred in reliance on and in compliance with the first paragraph of Section 4.04;


 


(B)             
Indebtedness incurred in reliance on clause (12) (to the extent the Indebtedness being refinanced, modified, replaced, renewed,
restated, refunded, deferred, extended, substituted, supplemented, reissued or resold was permitted to be guaranteed by Restricted
Subsidiaries that are not Guarantors) of the definition of “Permitted Indebtedness”;


 


(C)             
Hedge Agreements in reliance on clause (4) of the definition of “Permitted Indebtedness”; or


 


(D)             
additional Indebtedness incurred in reliance on clause (13) or (14) of the definition of “Permitted Indebtedness”,


 


unless, in any such case (except as otherwise provided in Section
10.17)


 


(x)       such
Restricted Subsidiary has executed and delivered or, within 10 Business Days thereof, executes and delivers a
supplemental indenture to this Indenture, providing a guarantee of payment of the Securities by such Restricted Subsidiary in
the form required by this Indenture; and


 






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(y)       if
such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly
subordinated in right of payment to the Securities, the guarantee or other instrument provided by such Restricted Subsidiary in
respect of such subordinate Indebtedness is similarly subordinated in right of payment to the Guarantee of the Securities;


 


provided that any Restricted Subsidiary that constitutes
an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, within 10 Business
Days of which it shall provide a Guarantee as contemplated by Section 4.17 (a)(D)(x).


 


(b)               
Any Guarantee of the Securities by a Restricted Subsidiary will provide by its terms that it will be automatically and unconditionally
released and discharged, without any further action required on the part of the Trustee or any Holder, upon:


 


(1)               
(a) such Guarantor being released from any and all Guarantees of Indebtedness of the Company and the Issuer (other than
Guarantees permitted to be provided by non-Guarantor Restricted Subsidiaries pursuant to the preceding paragraph), and (b) if such
Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness that could
be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s
Guarantee;


 


(2)               
the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection
with which such Guarantee of the Securities was executed and delivered pursuant to the preceding paragraph;


 


(3)               
any designation of such Subsidiary as an Unrestricted Subsidiary in accordance with the provisions set forth in Section
4.03 and the definition of “Unrestricted Subsidiary”;


 


(4)               
any sale or other disposition (by merger or otherwise) (i) to any Person that is not a Guarantor (other than an Immaterial
Subsidiary), of all of the Company’s Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary;
or (ii) of any portion of the Company’s Capital Stock in such Restricted Subsidiary that results in such Restricted Subsidiary
ceasing to be a Wholly Owned Domestic Restricted Subsidiary of the Company; provided, however, that


 


(x)       such
sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture; and


 


(y)       such
assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness
so guaranteed.


 


(c)                For
so long as the Company has any Restricted Subsidiary that has not provided Guarantees in reliance on the proviso to paragraph
(a) of this Section 4.17, the Company shall, at the end of each fiscal year and at the time that internal
financial statements become available for each fiscal year, determine whether all Immaterial Subsidiaries, in the aggregate,
have Total Assets as of the end of the most recent fiscal year for which internal financial statements are available in
excess of 2.5% of the Company’s Total Assets and Total Revenues as of the end of the most recent fiscal year for which
internal financial statements are then available in excess of 2.5% of the Company’s Total Revenues, and if such is the
case one or more of such Subsidiaries will, within 10 Business Days of such internal financial statements becoming available,
provide a Guarantee so that in the aggregate the Total Assets of all Immaterial Subsidiaries that are not Guarantors as of
the end of such fiscal year are not in excess of 2.5% of the Company’s Total Assets and their Total Revenues as of the
end of the most recent fiscal year for which internal financial statements are then available are not in excess of 2.5% of
the Company’s Total Revenues.


 






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SECTION 4.18.      
Suspension of Covenants on Achievement of Investment Grade Status.


 


(a)               
Following the first day after the Issue Date that:


 


(1)               
the Securities have achieved Investment Grade Status; and


 


(2)               
no Default or Event of Default has occurred and is continuing under this Indenture,


 


then, beginning on that day and continuing
until the Reversion Date (as defined below), the Company and its Restricted Subsidiaries will not be subject to the provisions
of this Indenture set forth in (collectively, the “Suspended Covenants”):


 


(i)              
Section 4.03;


 


(ii)              
Section 4.04;


 


(iii)              
Section 4.12;


 


(iv)              
Section 4.13;


 


(v)              
Section 4.16;


 


(vi)              
Section 4.17; and


 


(vii)              
clause (2) of Section 5.01.


 


(b)                If
at any time (a)(i) the Securities cease to have such Investment Grade Status and/or (ii) the Issuer or any of its
Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if
consummated, that transaction (alone or together with any related recapitalization or refinancing transactions) would cause
that Rating Agency to withdraw its Investment Grade Status for such Securities or downgrade the ratings assigned to such
Securities below Investment Grade Status or (b) if a Default or Event of Default occurs and is continuing, then the Suspended
Covenants will thereafter be reinstated as if such covenants had never been suspended (the ‘‘Reversion
Date’’) and be applicable pursuant to the terms of this Indenture (including in connection with performing
any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Securities
subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended
Covenants shall no longer be in effect for such time that the Securities maintain an Investment Grade Status and no Default
or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any
kind shall be deemed to exist under this Indenture, the Securities or the Guarantees with respect to the Suspended Covenants
based on, and none of the Issuer, the Company or any of their respective Subsidiaries shall bear any liability for, any
actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant
to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have
been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the
date of suspension of the covenants and the Reversion Date is referred to as the “Suspension Period.”


 






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(c)               
On the applicable Reversion Date (i) all Indebtedness Incurred or Preferred Stock issued during such Suspension Period will
be classified to have been incurred or issued pursuant to clause (3) of the definition of “Permitted Indebtedness”,
(ii) after any Reversion Date calculations of the amount available to be made as Restricted Payments under Section 4.03 will be
calculated as though the covenant described under Section 4.03 had been in effect since the Issue Date and throughout the Suspension
Period, (iii) any Affiliate Transaction entered into after the applicable Reversion Date pursuant to an agreement entered into
during such Suspension Period shall be deemed to be permitted pursuant to clause (3) of the second paragraph of Section 4.12 and
(iv) for purposes of Section 4.13 all contracts entered into during the Suspension Period prior to such Reversion Date that contain
any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (5) of Section 4.13.
No Subsidiary may be designated as an Unrestricted Subsidiary during the Suspension Period, unless such designation would have
complied with Section 4.03 as if such covenant were in effect during such period. In addition, during the Suspension Period, the
obligation to grant Guarantees will be suspended. Upon the Reversion Date, the obligation to grant Guarantees will be reinstated.


 


(d)               
The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of any Suspension Period
or the Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred,
(ii) make any determination regarding the impact of actions taken during the Suspension Period on the Company and its Restricted
Subsidiaries’ future compliance with their covenants or (iii) notify the holders of the commencement of the Suspension Period
or the Reversion Date.


 


ARTICLE 5


 


Successor Corporation


 


SECTION 5.01.      
Merger, Consolidation and Sale of Assets. Neither the Company nor the Issuer will, in a single transaction or series
of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose
of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of)
all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries)
whether as an entirety or substantially as an entirety to any Person unless:


 


(1)               
either (A) the Company, the Issuer or a Restricted Subsidiary of the Company shall be the surviving or continuing Person
or (B) the Person, if other than the Company, the Issuer or a Restricted Subsidiary of the Company, formed by such consolidation
or into which the Company or the Issuer is merged or the Person that acquires by sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the Company’s assets determined on a consolidated basis for the Company
and its Restricted Subsidiaries (the “Surviving Entity”), (x) shall be a Person organized and validly existing
under the laws of the United States or any State thereof or the District of Columbia and (y) shall expressly assume, by supplemental
indenture executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest
on all of the Securities and the performance of every covenant of the Securities and this Indenture on the part of the Company
or the Issuer, as applicable, to be performed or observed and such other agreements as necessary;


 






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(2)               
immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(y) of this Section
5.01, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection
with or in respect of such transaction, either (A) the Company or such Surviving Entity, as the case may be, shall be able to
incur at least $1.00 of additional Indebtedness, other than Permitted Indebtedness, pursuant to Section 4.04 or (B) the Consolidated
Fixed Charge Coverage Ratio for the Company or such Surviving Entity, as the case may be, immediately following such transaction
would be equal to or greater than such ratio for the Company immediately prior to such transaction;


 


(3)               
immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(B)(y)
of this Section 5.01, including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred
and any Lien granted in connection with or in respect of the transaction, no Default or Event of Default shall have occurred and
be continuing; and


 


(4)               
the Company, the Issuer or the Surviving Entity, as the case may be, shall have delivered to the Trustee an Officer’s
Certificate of the Issuer and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer,
lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture, shall comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating
to the execution of such supplemental indenture have been satisfied.


 


For purposes of the foregoing, the transfer,
by lease, assignment, sale or otherwise, in a single transaction or series of transactions, of all or substantially all of the
properties or assets of one or more Restricted Subsidiaries of the Company, other than to a Wholly Owned Restricted Subsidiary
of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall
be deemed to be the transfer of all or substantially all of the properties and assets of the Company.


 


Upon any consolidation, combination or merger
or any transfer of all or substantially all of the assets of the Company or the Issuer, as applicable, in accordance with the foregoing,
in which the Company or the Issuer, as applicable, is not the continuing Person, the successor Person formed by such consolidation
or into which the Company or the Issuer, as applicable, is merged or to which such conveyance, lease or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company or the Issuer, as applicable, under
this Indenture and the Securities with the same effect as if such Surviving Entity had been named as such and the Company or the
Issuer, as applicable, shall be relieved of all of its obligations and duties under this Indenture and the Securities.


 


Each Guarantor (other than the Company), other
than any Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and this Indenture, will not,
and the Company will not cause or permit any such Guarantor to, consolidate with or merge with or into any Person other than the
Company, the Issuer or any other Guarantor unless:


 


(1)       the
entity formed by or surviving any such consolidation or merger, if other than such Guarantor, or to which such sale, lease, conveyance
or other disposition shall have been made is a Person organized and existing under the laws of the United States or any State thereof
or the District of Columbia;


 


(2)       such
entity assumes by supplemental indenture all of the obligations of such Guarantor under the Guarantee; and


 






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


 


Any merger or consolidation of a Guarantor
(other than the Company) with and into the Company or the Issuer, with the Company or the Issuer being the Surviving Entity, or
another Guarantor that is a Wholly Owned Restricted Subsidiary of the Company need not comply with this Section 5.01.


 


SECTION 5.02.      
Successor Substituted. Upon any such consolidation, merger, conveyance, lease or transfer of all or substantially
all of the assets of the Company or the Issuer in accordance with Section 5.01, in which the Company or the Issuer, as applicable,
is not the surviving Person, the Surviving Entity will succeed to, and be substituted for, and may exercise every right and power
of, the Company or the Issuer, as applicable, under this Indenture and the Securities with the same effect as if such successor
had been named as the Company or the Issuer, as applicable, therein. When a Surviving Entity assumes all of the Obligations of
the Company or the Issuer, as applicable, hereunder and under the Securities and agrees to be bound hereby and thereby, the predecessor
shall be released from such Obligations.


 


ARTICLE 6


 


Default and Remedies


 


SECTION 6.01.      
Events of Default. An “Event of Default” means any of the following events:


 


(a)        the failure to pay
interest on any Securities when the same becomes due and payable and the Default continues for a period of 30 days;


 


(b)        the failure to pay the
principal on any Securities, when such principal becomes due and payable, at maturity, upon redemption or otherwise, including
the failure to make a payment to repurchase Securities tendered pursuant to a Change of Control Offer or a Net Proceeds Offer;


 


(c)        a Default in the
observance or performance of any other covenant or agreement contained in this Indenture, which Default continues for a
period of 60 days after the Issuer receives written notice specifying the Default, and demanding that such Default be
remedied, from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Securities;


 


(d)        the failure to pay at
final maturity, giving effect to any extensions thereof, the principal amount of any Indebtedness of the Company, the Issuer
or any Restricted Subsidiary of the Company that is a Significant Subsidiary (a “Payment Default”), other
than intercompany Indebtedness, and such failure continues for a period of 20 days or more, or the acceleration of the final
stated maturity of any such Indebtedness, which acceleration is not rescinded, annulled or otherwise cured within 20 days of
receipt by the Company, the Issuer or such Restricted Subsidiary of notice of any such acceleration, if, in either case, the
aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default
for failure to pay principal at final maturity or which has been accelerated, in each case with respect to which the 20-day
period described above has passed, aggregates $100.0 million or more at any time;


 






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(e)
        other than with respect to the Colombia Matter, any final judgment or final
judgments for the payment of money in excess (net of amounts covered by third-party insurance with insurance carriers who in
the reasonable judgment of the Company are creditworthy and who have not disclaimed liability with respect to such judgment
or judgments) of $100.0 million is rendered by a court of competent jurisdiction against the Company, the Issuer or any
Restricted Subsidiary of the Company that is a Significant Subsidiary and is not discharged for any period of 60 consecutive
days during which a stay of enforcement is not in effect;


 


(f)        the Company, the Issuer
or any Restricted Subsidiary of the Company that is a Significant Subsidiary (i) admits in writing its inability to pay its debts
generally as they become due, (ii) commences a voluntary case or proceeding under any Bankruptcy Law with respect to itself, (iii)
consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any Bankruptcy
Law, (iv) consents to the appointment of a Custodian of it or for substantially all of its property, (v) consents to or acquiesces
in the institution of a bankruptcy or an insolvency proceeding against it, (vi) makes a general assignment for the benefit of its
creditors or (vii) takes any partnership or corporate action, as the case may be, to authorize or effect any of the foregoing;


 


(g)        a court of competent
jurisdiction enters a judgment, decree or order for relief in respect of the Company, the Issuer or any Restricted Subsidiary
of the Company that is a Significant Subsidiary in an involuntary case or proceeding under any Bankruptcy Law, which shall
(i) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of the
Company, the Issuer or any such Significant Subsidiary of the Company, (ii) appoint a Custodian of the Company, the Issuer or
any such Significant Subsidiary of the Company or for substantially all of any of their property or (iii) order the
winding-up or liquidation of its affairs; and such judgment, decree or order shall remain unstayed and in effect for a period
of 60 consecutive days; or


 


(h)        any of the Guarantees
ceases to be in full force and effect or any of the Guarantees is held in a judicial proceeding to be null and void and
unenforceable or any of the Guarantees is found to be invalid by a final judgment or order that is not appealable or any of
the Guarantors denies its liability under its Guarantee, other than by reason of a release of a Guarantor in accordance with
the terms of this Indenture.


 


SECTION 6.02.      
Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(f) or (g) with respect
to the Company or the Issuer) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of
outstanding Securities may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable
by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of
acceleration,” and the same will become immediately due and payable. If an Event of Default specified in Section 6.01(f)
or (g) with respect to the Company or the Issuer occurs and is continuing, then all unpaid principal of and accrued and unpaid
interest on all of the outstanding Securities shall ipso facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder.


 


At any time after a declaration of
acceleration with respect to the Securities as described in the preceding paragraph, the Holders of a majority in principal
amount of the Securities may rescind and cancel such declaration and its consequences (i) if the rescission would not
conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than
by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of
an Event of Default of the type described in clause (f) or (g) of Section 6.01, the Trustee shall have received an
Officer’s Certificate of the Issuer and an Opinion of Counsel that such Event of Default has been cured or waived. No
such rescission shall affect any subsequent Default or impair any right consequent thereto.


 






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The Trustee shall not be deemed to have notice
of any Default or Event of Default (other than a Payment Default) unless a Responsible Officer of the Trustee has received written
notice of any event which is in fact such a Default or Event of Default at the Corporate Trust Office of the Trustee and such notice
reference the Securities and this Indenture.


 


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


 


The Trustee may maintain a proceeding even
if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee
or any Securityholder 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. All available remedies
are cumulative to the extent permitted by law.


 


SECTION 6.04.      
Waiver of Past Defaults. Subject to Sections 2.09, 6.07 and 9.02, the Holders of not less than a majority in
principal amount of the outstanding Securities by written notice to the Trustee may waive an existing Default or Event of Default
and its consequences, except a Default in the payment of principal of or interest on any Security as specified in clauses (a) and
(b) of Section 6.01. When a Default or Event of Default is waived, it is cured and ceases.


 


SECTION 6.05.      
Control by Majority. The Holders of not less than a majority in principal amount of the outstanding Securities may
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with
any law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another Securityholder, or that
may, in the sole judgment of the Trustee, give rise to or subject the Trustee to personal liability; provided that the Trustee
may take any other action deemed proper by the Trustee.


 


In the event the Trustee takes any action
or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its
sole discretion against any loss or expense caused by taking such action or following such direction.


 


SECTION 6.06.      
Limitation on Suits. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities
unless:


 


(1)               
the Holder gives to the Trustee written notice of a continuing Event of Default;


 


(2)               
the Holder or Holders of at least 25% in principal amount of the outstanding Securities make a written request to the Trustee
to pursue the remedy;


 


(3)               
such Holder or Holders offer to the Trustee indemnity or security satisfactory to the Trustee in its sole judgment, against
any loss, liability or expense;


 


(4)               
the Trustee does not comply with the request within 30 days after receipt of the request and the offer described in clause
(3) of this Section 6.06; and


 






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(5)               
during such 30-day period the Holder or Holders of a majority in principal amount of the outstanding Securities do not
give the Trustee a written direction which, in the opinion of the Trustee, is inconsistent with the request.


 


A Securityholder may not use this Indenture
to prejudice the rights of another Securityholder or to obtain a preference or priority over such other Securityholder.


 


SECTION 6.07.      
Rights of 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 a Security, on or after the respective due dates expressed in such Security,
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 written consent of the Holder.


 


SECTION 6.08.      
Collection Suit by Trustee. If an Event of Default in payment of principal or interest specified in clause (a) or
(b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust
against the Company, the Issuer or any other obligor on the Securities for the whole amount of principal and accrued interest and
fees remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate per annum borne by the Securities and such further amount
as shall be sufficient to cover the costs and expenses of collection, including the actual, documented and reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


SECTION 6.09.      
Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings
relating to the Company, the Issuer, the Subsidiaries of the Company, their creditors or their property and shall be entitled and
empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same,
and any Custodian in any such judicial proceedings is hereby authorized by each Securityholder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of
the claim of any Securityholder in any such proceeding.


 


SECTION 6.10.      
Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money
or property in the following order:


 


First: to the Trustee in all of
its capacities and its agents (including its counsel) for amounts due under this Indenture;


 


Second: if the Holders are forced
to proceed against the Issuer directly without the Trustee, to Holders for their reasonable collection costs;


 


Third: to holders of any Indebtedness
of the Issuer secured by a Lien and, if such money or property has been collected from a Guarantor, to the holders of Indebtedness
of such Guarantor secured by a Lien;


 






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Fourth: to Holders for amounts
due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Securities for principal and interest, respectively; and


 


Fifth: to the Issuer.


 


The Trustee, upon prior written notice to
the Issuer, may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10.


 


SECTION 6.11.      
Undertaking for Costs. Each party to this Indenture agrees and each Holder of any Security by its acceptance thereof
shall be deemed to have agreed that, 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 6.11 does not apply to a suit instituted by the
Issuer or the Company, any suit instituted by the Trustee, any suit instituted by a Holder pursuant to Section 6.07, or any suit
instituted by a Holder or Holders of more than 10% in principal amount of the outstanding Securities.


 


SECTION 6.12.      
Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right
or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holders, then and in every such case, subject to any determination in such proceeding, the Issuer, the
Guarantors, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


ARTICLE 7


 


Trustee


 


SECTION 7.01.      
Duties of Trustee.


 


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


 


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


 


(1)               
The Trustee need perform only those duties as are expressly and specifically set forth in this Indenture and no covenants,
duties or obligations whatsoever shall be implied under this Indenture that are adverse to the Trustee.


 


(2)                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 and such other documents delivered to
it pursuant to Section 12.04 hereof furnished to the Trustee and conforming to the requirements of this Indenture. However,
the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of
this Indenture; provided that in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same 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).


 






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(c)               
Notwithstanding anything to the contrary herein contained, 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:


 


(1)               
This subsection does not limit the effect of subsection (b) of this Section 7.01.


 


(2)               
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts.


 


(3)               
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 6.02, 6.04 or 6.05.


 


(d)               
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 to take or omit to take any action under this Indenture or take
any action at the request or direction of Holders if it shall reasonably believe that repayment of such funds is not assured to
it or it does not receive an indemnity that is, in its sole discretion, adequate against such risk, liability, loss, fee or expense
which might be incurred by it in compliance with such request or direction.


 


(e)               
Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d)
of this Section 7.01.


 


(f)                
The Trustee shall not be liable for interest on any money or assets received by it except as the Trustee may agree in writing
with the Issuer. Assets held in trust by the Trustee need not be segregated from other assets of the Trustee except to the extent
required by law.


 


(g)               
In the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be accountable
for the use of any of the Securities delivered hereunder or the proceeds thereof.


 


SECTION 7.02.      
Rights of Trustee. Subject to Section 7.01:


 


(a)        The Trustee may rely
conclusively on any document, certificate and notice believed by it to be genuine and to have been signed or presented by the
proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)        Before the Trustee acts
or refrains from acting, it may require an Officer’s Certificate of the Issuer and an Opinion of Counsel, which shall conform
to the provisions of Sections 12.04 and 12.05. The Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such certificate or opinion.


 


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


 






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(d)        The
Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized
or within its rights or powers.


 


(e)        The Trustee may consult
with counsel of its selection and the advice or opinion of such counsel as to matters of law 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 be
under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction
of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee in its sole judgment against the costs, expenses and liabilities which may
be incurred therein or thereby.


 


(g)        The Trustee shall not
be deemed to have notice of any Event of Default unless a Responsible Officer of the Trustee has received written notice
thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate
Trust Office of the Trustee and such notice references the Securities and this Indenture.


 


(h)        The Trustee shall not
be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any
Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction,
consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled, upon reasonable notice to the Issuer, to examine the books, records,
and premises of the Issuer, personally or by agent or attorney at the sole cost of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation.


 


(i)        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 to each agent, custodian and other Person employed to act hereunder.


 


(j)        The Trustee may request
that the Issuer 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.


 


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


 


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


 






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SECTION 7.03.       Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and
may otherwise deal with the Issuer, the Company, the Subsidiaries of the Company, or their respective Affiliates with the
same rights it would have if it were not Trustee. Any Agent may do the same with like rights.


 


SECTION 7.04.      
Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity
or adequacy of this Indenture or the Securities (other than the certificate of authentication of the Trustee), it shall not be
accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of
the Issuer in this Indenture or any document issued in connection with the sale of Securities or any statement in the Securities
other than the Trustee’s certificate of authentication.


 


SECTION 7.05.      
Notice of Default. If an Event of Default occurs and is continuing and the Trustee receives written notice of such
event, the Trustee shall mail to each Securityholder, as their names and addresses appear on the Securityholder list described
in Section 2.05, notice of the uncured Event of Default within 90 days after the Trustee receives such notice. Except in the case
of an Event of Default in payment of principal of, or interest on, any Security, including the failure to make payment on (i) the
Change of Control Payment Date pursuant to a Change of Control Offer or (ii) the Net Proceeds Offer Payment Date pursuant to a
Net Proceeds Offer, the Trustee shall not be deemed to have knowledge or notice of an Event of Default unless a Responsible Officer
of the Trustee has received written notice of such Event of Default. The Trustee may withhold the notice if and so long as it in
good faith determines that withholding the notice is in the interest of the Securityholders. As used herein, the term “actual
knowledge” means the actual fact or state of knowing, without any duty to make any investigation with regard thereto.


 


SECTION 7.06.      
[Reserved].


 


SECTION 7.07.      
Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time compensation for its services hereunder
which compensation shall be agreed to from time to time in writing by the Issuer and the Trustee. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon written
request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable and documented
fees and expenses of counsel) incurred or made by it in addition to the compensation for its services. Such expenses shall include
the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents, accountants, experts and
counsel.


 


The Issuer and the Company, jointly and
severally, shall indemnify the Trustee or any predecessor Trustee and its agents, employees, officers, stockholders and
directors for, and hold them harmless against, any loss, liability or expense, including taxes (other than taxes based upon,
measured or determined by the income of the Trustee), incurred by them except for such actions to the extent caused by any
negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or
administration of this trust including the reasonable costs and expenses of defending themselves against or investigating any
claim (whether asserted by a Holder, the Issuer, the Company or any other Person) or liability in connection with the
exercise or performance of any of the Trustee’s rights, powers or duties hereunder and the enforcement of this
Indenture (including this Section). The Trustee shall notify the Issuer promptly of any claim asserted against the Trustee or
any of its agents, employees, officers, stockholders and directors for which it may seek indemnity. The Issuer shall defend
the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim
shall be approved in writing by the Trustee. Alternatively, the Trustee may at its option have separate counsel of its own
choosing and the Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the
Issuer will not be required to pay such fees and expenses if it assumes the Trustee’s defense and there is no conflict
of interest between the Issuer and the Trustee and its agents, employees, officers, stockholders and directors subject to the
claim in connection with such defense as reasonably determined by the Trustee. The Issuer need not pay for any
settlement made without its written consent. The Issuer need not reimburse any expense or indemnify against any loss or
liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct as determined by a
final non-appealable judgement of a court of competent jurisdiction.


 






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To secure the Issuer’s payment Obligations
in this Section 7.07, the Trustee shall have a lien prior to the Securities against all money or property held or collected by
the Trustee, in its capacity as Trustee.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in clause (f) or (g) of Section 6.01 occurs, the expenses and the compensation for
the services shall be paid to the extent allowable under any Bankruptcy Law. The Issuer’s and the Company’s Obligations
under this Section 7.07 and any claim arising hereunder shall survive the resignation or removal of any Trustee, the discharge
of the Issuer’s Obligations pursuant to Article 8 and any rejection or termination under any Bankruptcy Law.


 


SECTION 7.08.      
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing at least 30 days
in advance. The Holders of a majority in principal amount of the outstanding Securities may remove the Trustee by so notifying
the Issuer and the Trustee in writing and may appoint a successor trustee. A resignation or removal of the Trustee and appointment
of a successor Trustee shall become effective only with the successor Trustee’s acceptance of appointment as provided in
this Section 7.08. The Issuer may remove the Trustee if:


 


(1)               
the Trustee is adjudged bankrupt or insolvent;


 


(2)               
a receiver or other public officer takes charge of the Trustee or its property; or


 


(3)               
the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or if
a vacancy exists in the office of Trustee for any reason, the Issuer shall notify in writing each Holder of such event and shall
promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal
amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuer. Immediately after that, the retiring Trustee shall transfer,
after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor
Trustee, subject to the lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee
shall mail notice of its succession to each Securityholder.


 


If a successor Trustee does not take office
within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10%
in principal amount of the outstanding Securities may petition any court of competent jurisdiction at the expense of the Issuer
for the appointment of a successor Trustee.


 


Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Issuer’s Obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.


 






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SECTION 7.09.       Successor
Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another Person, the resulting, surviving or transferee Person without any further act shall,
if such resulting, surviving or transferee Person is otherwise eligible hereunder, be the successor Trustee; provided,
however, that such Person shall be otherwise qualified and eligible under this Article 7.


 


ARTICLE 8




Discharge of Indenture; Defeasance


 


SECTION 8.01.      
Termination of the Issuer’s Obligations. The Issuer may terminate all of its obligations under this Indenture
(except as provided below) when


 


(i)              
all outstanding Securities theretofore authenticated have been delivered to the Trustee for cancellation and the Issuer
has paid or caused to be paid all sums payable under this Indenture by the Issuer; or


 


(ii)             
the Issuer has called for redemption pursuant to this Indenture of all of the Securities, deposited the amounts described
in Section 8.03(a), satisfied the conditions in clauses (i) and (ii) of the proviso to Section 8.03(a) and delivered the Officer’s
Certificate and Opinion of Counsel described in Section 8.03(f).


 


Notwithstanding the foregoing, the Opinion
of Counsel required by clause (ii) above need not be delivered if all Securities not theretofore delivered to the Trustee for cancellation
(i) have become due and payable, (ii) will become due and payable on the maturity date within one year or (iii) are to be called
for redemption within one year for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.


 


Notwithstanding the first paragraph of this
Section 8.01, the Issuer’s and the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05
and 8.06 shall survive until the Securities are no longer outstanding pursuant to the last paragraph of Section 2.08. After the
Securities are no longer outstanding, only the Issuer’s and the Company’s obligations in Sections 7.07, 8.05 and 8.06
shall survive.


 


After such delivery or irrevocable deposit,
the Trustee shall acknowledge in writing the discharge of the Issuer’s and Guarantors’ obligations under the Securities
and this Indenture except for those surviving obligations specified above.


 


SECTION 8.02.      
Legal Defeasance and Covenant Defeasance.


 


(a)             
The Issuer may, at its option by Board Resolution of the Board of Directors of the Issuer, at any time, elect to have either
subsection (b) or (c) of this Section 8.02 be applied to all outstanding Securities upon compliance with the conditions set forth
in Section 8.03.


 


(b)              Upon
the Issuer’s exercise under subsection (a) hereof of the option applicable to this subsection (b), the Issuer and each
Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been
discharged from its obligations with respect to all outstanding Securities on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer
shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities, which shall
thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 and the other Sections of this
Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Securities and this
Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the
same), and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other
obligations, except for the following provisions, which shall survive until otherwise terminated or discharged hereunder: (i)
the rights of Holders of outstanding Securities to receive solely from the trust fund described in Section 8.04, and as more
fully set forth in such Section, payments in respect of the principal of and interest on such Securities when such payments
are due, (ii) the Issuer’s obligations with respect to such Securities under Sections 2.05, 2.06, 2.07, 2.08 and 4.02,
(iii) the rights, obligations and immunities of the Trustee under this Indenture and (iv) this Article 8. Subject to
compliance with this Section 8.02, the Issuer may exercise its option under this subsection (b) notwithstanding the prior
exercise of its option under subsection (c) hereof.


 






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(c)              
Upon the Issuer’s exercise under subsection (a) hereof of the option applicable to this subsection (c), the Issuer
and the Company shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their Obligations
under the covenants contained in Sections 4.03, 4.04 and 4.12 through 4.18 and Article 5 with respect to the outstanding Securities
on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and
the Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Securities shall not be deemed outstanding for accounting purposes)
and Holders of the Securities and any amounts deposited under Section 8.03 shall cease to be subject to any other obligations.
For this purpose, such Covenant Defeasance means that, with respect to the outstanding Securities, the Issuer and the Company may
omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01(c), but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. In addition, upon the Issuer’s exercise under subsection (a) hereof of the option
applicable to this subsection (c), subject to the satisfaction of the conditions set forth in Section 8.03, Sections 6.01(c), 6.01(d),
6.01(e) and 6.01(h) shall not constitute Events of Default.


 


SECTION 8.03.      
Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of
either Section 8.02(b) or 8.02(c) to the outstanding Securities:


 


(a)              the Issuer irrevocably
deposits, or causes to be deposited, with the Trustee, in trust for the benefit of the Holders pursuant to an irrevocable trust
and security agreement (i) U.S. Legal Tender, (ii) U.S. Government Obligations or (iii) a combination thereof, in an amount sufficient
after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee,
which through the payment of interest and principal will provide, not later than one day before the due date of payment in respect
of the Securities, U.S. Legal Tender in an amount which is sufficient to pay the principal of, premium, if any, and interest on
the Securities then outstanding on the dates on which any such payments are due and payable in accordance with the terms of this
Indenture and the Securities (with the sufficiency of such amount to be based on the advice of a nationally recognized investment
banking firm or firm of independent certified public accountants expressed in a written certification thereof delivered to the
Trustee if such deposit includes any U.S. Government Obligations); provided, however, that (i) the trustee of the
irrevocable trust shall have been irrevocably instructed to pay such money or the proceeds of such U.S. Government Obligations
to the Trustee; and (ii) the Trustee shall have been irrevocably instructed to apply such U.S. Legal Tender or the proceeds of
such U.S. Government Obligations to the payment of said principal, premium, if any, and interest with respect to the Securities;


 




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(b)              in the case of Legal Defeasance,
the Issuer shall have delivered to the Trustee an Opinion of Counsel from independent counsel reasonably satisfactory to the Trustee
or a tax ruling from the Internal Revenue Service 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 Legal Defeasance and will be subject to federal income tax in the same amounts
and in the same manner and at the same times as would have been the case if such deposit and Legal Defeasance had not occurred;


 


(c)              in the case of Covenant
Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that the Holders
will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and
will be subject to federal income tax at the same amounts and in the same manner and at the same times as would have been the case
if such deposit and Covenant Defeasance had not occurred;


 


(d)              no Default or Event of
Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect
to this Indenture resulting from the incurrence of Indebtedness all or a portion of which will be used to defease the Securities
concurrently with such incurrence);


 


(e)              such Legal Defeasance or
Covenant Defeasance shall not result in a default under this Indenture or any other material agreement or instrument to which the
Issuer or the Company is a party or by which the Issuer or the Company is bound; and


 


(f)              the Issuer shall have delivered
to the Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel each stating that all conditions precedent
relating to the satisfaction and discharge of this Indenture have been complied with or waived.


 


Notwithstanding the foregoing, the Opinion
of Counsel required by clauses (b) and (c) above need not be delivered if all Securities not theretofore delivered to the Trustee
for cancellation (i) have become due and payable, (ii) will become due and payable on the maturity date within one year or (iii)
are to be called for redemption within one year.


 


SECTION 8.04.      
Application of Trust Money. The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or U.S. Government
Obligations deposited with it pursuant to this Article 8, and shall apply the deposited U.S. Legal Tender and the U.S. Legal Tender
from U.S. Government Obligations in accordance with this Indenture to the payment of principal of and interest on the Securities.
The Trustee shall be under no obligation to invest said U.S. Legal Tender or U.S. Government Obligations except as it may agree
with the Issuer.


 


The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Legal Tender or U.S. Government Obligations deposited
pursuant to Section 8.03 or the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the outstanding Securities.


 


Anything in this Article 8 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s request any U.S. Legal
Tender or U.S. Government Obligations held by it as provided in Section 8.03 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 






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SECTION 8.05.      
Repayment to the Issuer. Subject to Section 8.01, the Trustee and the Paying Agent shall promptly pay to the Issuer upon
written request any excess U.S. Legal Tender or U.S. Government Obligations held by them at any time and thereupon shall be relieved
from all liability with respect to such money. The Trustee and the Paying Agent shall pay to the Issuer upon written request any
money held by them for the payment of principal or interest that remains unclaimed for one year; provided that the Trustee
or such Paying Agent, before being required to make any payment, may at the expense of the Issuer cause to be published once in
a newspaper of general circulation in The City of New York or mail to each Holder entitled to such money notice that such money
remains unclaimed and that after a date specified therein which shall be at least 30 days from the date of such publication or
mailing any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the Issuer, Holders
entitled to such money must look to the Issuer for payment as general creditors unless an applicable law abandoned property designates
another Person.


 


SECTION 8.06.      
Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S. Government Obligations
in accordance with Article 8 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 Issuer’s and the Company’s Obligations
under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Article 8
until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender or U.S. Government Obligations
in accordance with Article 8; provided that if the Issuer has made any payment of interest on or principal of any Securities
because of the reinstatement of its Obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the U.S. Legal Tender or U.S. Government Obligations held by the Trustee or Paying Agent.


 


ARTICLE 9



Amendments, Supplements and Waivers


 


SECTION 9.01.      
Without Consent of Holders. The Issuer and the Trustee, together, may amend or supplement this Indenture and the
Securities without notice to or consent of any Securityholder:


 


(1)               
to cure any ambiguity, defect or inconsistency so long as such change does not adversely affect the rights of any Holders
in any material respect;


 


(2)               
to evidence the succession in accordance with Article 5 hereof of another Person to the Issuer or the Company and the assumption
by any such successor of the covenants of the Issuer or the Company herein and in the Securities;


 


(3)               
to provide for the issuance of Additional Securities in accordance with the provisions set forth in this Indenture or to
provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the Code);


 


(4)               
to make any change that would provide any additional benefit or rights to the Securityholders or that does not adversely
affect the rights of any Holder in any material respect;


 


(5)               
to add a Guarantor, or to release a Guarantor from its obligations and its Guarantee in accordance with the terms of this
Indenture; or


 






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(6)                to
conform any provision of this Indenture, the Securities or the Guarantees to the text of the section entitled
 “Description of notes” in the Offering Memorandum, to the extent that such provision in this Indenture, the
Securities or the Guarantees was intended to be a verbatim recitation of a provision of the section entitled
 “Description of notes” in the Offering Memorandum as certified to the Trustee in an Officer’s
Certificate.


 


provided that the Issuer has delivered
to the Trustee an Opinion of Counsel and an Officer’s Certificate of the Issuer, each stating that such amendment or supplement
complies with the provisions of this Section 9.01.


 


For the avoidance of doubt, no amendment to
or deletion of any of the covenants described under Article 4, or action taken in compliance with the covenants in effect at the
time of such action, shall be deemed to impair or affect any rights of any Holder to receive payment of principal of, or premium,
if any, or interest on, the Securities or to institute suit for the enforcement of any payment on or with respect to such Holder’s
Securities.


 


SECTION 9.02.      
With Consent of Holders. Subject to Section 6.07, the Issuer and the Trustee, together, with the written consent
of the Holder or Holders of at least a majority in aggregate principal amount, unless a greater principal amount is specified herein,
of the outstanding Securities, may amend or supplement this Indenture or the Securities, without notice to any other Securityholders.
Subject to Section 6.07, the Holder or Holders of a majority in aggregate principal amount, unless a greater principal amount is
specified herein, of the outstanding Securities may waive compliance by the Issuer or the Company with any provision of this Indenture
or the Securities without notice to any other Securityholder. Without the consent of each Securityholder affected, however, no
amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may:


 


(1)               
reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;


 


(2)               
reduce the rate of or extend the time for payment of interest, including defaulted interest, on any Securities;


 


(3)               
reduce the principal of or change or have the effect of changing the fixed maturity of any Securities, or change the date
on which any Securities may be subject to redemption (other than a change to the required notice period), or reduce the redemption
price therefor;


 


(4)               
make any Securities payable in money other than that stated in the Securities;


 


(5)               
make any change in provisions of this Indenture protecting the contractual right of each Holder to receive payment of principal
of and interest on such Security on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders
of a majority in principal amount of the Securities to waive Defaults or Events of Default (other than Defaults or Events of Default
with respect to the payment of principal of or interest on the Securities); or


 


(6)               
adversely affect the ranking of the Securities or the Guarantees.


 


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, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof.


 


After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such amendment, supplement, waiver or supplemental
indenture.


 






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SECTION 9.03.      
[Reserved].


 


SECTION 9.04.      
Revocation and Effect of Consents. Until an amendment, waiver or supplement becomes effective, a consent to it by
a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security or portion of his Security by notice to the Trustee
or the Issuer received before the date on which the Trustee receives an Officer’s Certificate of the Issuer certifying that
the Holders of the requisite principal amount of Securities have consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.


 


The Issuer may, but shall not be obligated
to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If
a record date is fixed, then notwithstanding the last sentence of 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 revoke any consent previously
given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.


 


SECTION 9.05.      
Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the
Issuer may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security about the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer
in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure
to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement
or waiver.


 


SECTION 9.06.      
Trustee to Sign Amendments, etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant
to this Article 9; provided that the Trustee may, but shall not be obligated to, execute any such amendment, supplement
or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall receive, and
shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate of the Issuer each stating that
the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture
and constitutes the legal, valid and binding obligations of the Issuer and the Company enforceable against them in accordance with
its terms (subject to customary exceptions).


 


ARTICLE 10



Guarantee of Securities


 


SECTION 10.01.      Unconditional
Guarantee. Each of the Guarantors hereby, jointly and severally and unconditionally guarantees, on a senior unsecured
basis (such guarantee to be referred to herein as a “Guarantee”) to each Holder of a
Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns that: (a) the principal
of and interest on the Securities shall be promptly paid in full when due (subject to any applicable grace periods) whether
at maturity, upon redemption, upon repurchase at the option of Holders pursuant to the provisions of the Securities relating
thereto, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Securities and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder
(including amounts due the Trustee under Section 7.07 hereof) and all other Obligations shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Securities or any of such other Obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, by
acceleration or otherwise, subject, however, in the case of (a) and (b) to the limitations set forth in Section 10.04.
Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the
Holders under this Indenture or the Securities, for whatever reason, each Guarantor shall be obligated to pay, or to perform
or cause the performance of, the same immediately. An Event of Default under this Indenture or under the Securities shall
constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the
Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer.


 






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Each of the Guarantors hereby agrees that
its Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities
or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect
to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action
to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right
to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee shall
not be discharged except by complete performance of the Obligations contained in the Securities, this Indenture and this Guarantee.
This Guarantee is a guarantee of payment and not of collection. If any Holder or the Trustee is required by any court or otherwise
to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation
to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, this Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that, as between
it, on the one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any acceleration
of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) shall forthwith become due
and payable by the Guarantors for the purpose of this Guarantee.


 


No stockholder, officer, director, employee,
agent or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under this Guarantee
by reason of his, her or its status as such stockholder, officer, director, employee, agent or incorporator.


 


Each Guarantor (other than the Company) that
makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Guarantor in an amount pro
rata, based on the net assets of each Guarantor (other than the Company), determined in accordance with GAAP.


 


SECTION 10.02.     
Limitations on Guarantees. The Obligations of each Guarantor (other than the Obligations of the Company under its
Guarantee) will be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer
under any laws of the United States, any state or territory of the United States or the District of Columbia.


 


SECTION 10.03.     
Execution and Delivery. Each of the Guarantors hereby agrees that its Guarantee set forth in Section 10.01 shall
remain in full force and effect (unless released in accordance with Section 10.04) notwithstanding any failure to endorse on any
Security a notation of such Guarantee.


 


If an Officer of a Guarantor whose signature
is on this Indenture no longer holds that or any office at the time the Trustee authenticates any Security, such Guarantor’s
Guarantee of such Security shall be valid nevertheless.


 


The delivery of any Security by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of any Guarantee set forth in this Indenture on behalf
of each Guarantor.


 






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SECTION 10.04.     
Release of a Guarantor.


 


(a)               
Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance
with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case,
(A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable
Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company)
in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor
shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the
part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain
or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge
of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and
the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from
all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness
of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness
other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date
of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted
Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises
its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under
this Indenture are discharged in accordance with the terms hereof.


 


(b)               
The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the
Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel
certifying as to the compliance with this Section 10.04; provided the legal counsel delivering such Opinion of Counsel may
rely as to matters of fact on one or more Officer’s Certificates of the Issuer.


 


The Trustee shall execute any documents reasonably
requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee
pursuant to this Article 10.


 


Except as set forth in Articles 4 and 5 and
this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of
a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Issuer or another Guarantor.


 


SECTION 10.05.      Waiver
of Subrogation. Until this Indenture is discharged and all of the Securities are discharged and paid in full, each
Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter
acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Issuer’s
Obligations under the Securities or this Indenture and such Guarantor’s Obligations under its Guarantee under this
Indenture, in any such instance including any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy of the Holders against the Issuer, whether or not such
claim, remedy or right arises in equity, or under contract, statute or common law, including the right to take or receive
from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security
on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence
and any amounts owing to the Trustee or the Holders of Securities under the Securities, this Indenture, or any other document
or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of,
the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be
credited and applied to the Obligations in favor of the Trustee or the Holders, as the case may be, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and
indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this
Section 10.05 is knowingly made in contemplation of such benefits.


 






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SECTION 10.06.     
Obligations Continuing. Subject to Section 10.04, the Obligations of each Guarantor hereunder shall be continuing
and shall remain in full force and effect until all the Obligations have been paid and satisfied in full.


 


SECTION 10.07.     
Obligations Reinstated. Subject to Section 10.04, the Obligations of each Guarantor hereunder shall continue to be
effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced the Obligations
of any Guarantor hereunder (whether such payment shall have been made by or on behalf of the Issuer or by or on behalf of a Guarantor)
is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Issuer
or any Guarantor or otherwise, all as though such payment had not been made. If demand for, or acceleration of the time for, payment
by the Issuer is stayed upon the insolvency, bankruptcy, liquidation or reorganization of the Issuer, all such Obligations otherwise
subject to demand for payment or acceleration shall nonetheless be payable by each Guarantor as provided herein.


 


SECTION 10.08.     
Waiver. Without in any way limiting the provisions of Section 10.01, each Guarantor hereby waives notice or proof
of reliance by the Holders upon the Obligations of any Guarantor hereunder, and diligence, presentment, demand for payment on the
Issuer, protest or notice of dishonor of any of the Obligations.


 


SECTION 10.09.     
No Obligation to Take Action Against the Issuer. Neither the Trustee nor any other Person shall have any obligation
to enforce or exhaust any rights or remedies or to take any other steps under any security for the Obligations or against the Issuer
or any other Person or any property of the Issuer or any other Person before the Trustee is entitled to demand payment and performance
by any or all Guarantors of their liabilities and Obligations under this Indenture.


 


SECTION 10.10.     
Default and Enforcement. If any Guarantor fails to pay in accordance with Section 10.01, the Trustee may proceed
in its name as trustee hereunder in the enforcement of the Guarantee of any such Guarantor and such Guarantor’s Obligations
hereunder by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such Guarantor the Obligations
under this Indenture.


 


SECTION 10.11.     
Amendment, Etc. No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor
or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless
it is signed by such Guarantor and the Trustee, other than a release pursuant to Section 10.04.


 


SECTION 10.12.       Acknowledgment.
Each Guarantor hereby acknowledges communication of the terms of this Indenture and the Securities and consents to and approves
of the same.


 


SECTION 10.13.     
Costs and Expenses. Each Guarantor shall pay on demand by the Trustee any and all reasonable costs, fees and expenses
(including reasonable legal fees and disbursements) incurred by the Trustee, its agents, advisors and counsel or any of the Holders
in enforcing any of their rights under any Guarantee.


 


SECTION 10.14.     
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee or
the Holders, any right, remedy, power or privilege under this Indenture or the Securities, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege under this Indenture or the Securities preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers
and privileges in the Guarantee under this Indenture, the Securities and any other document or instrument between a Guarantor and/or
the Issuer and the Trustee are cumulative and not exclusive of any rights, remedies, powers and privilege provided by law.


 


SECTION 10.15.     
Successors and Assigns. Each Guarantee shall be binding upon and inure to the benefit of each Guarantor and the Trustee
and the other Holders and their respective successors and permitted assigns, except that no Guarantor may assign any of its Obligations
hereunder.


 






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SECTION 10.16.     
Contribution. In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree,
inter se, that in the event any payment or distribution is made by any Guarantor other than the Company (such Guarantor,
a “Funding Guarantor”) under its Guarantee, such Funding Guarantor shall be entitled to contribution from all
other Guarantors in a pro rata amount based on the net assets (determined in accordance with GAAP) of each Guarantor (including
the Funding Guarantor) other than the Company for all payments, damages and expenses incurred by that Funding Guarantor in discharging
the Issuer’s Obligations with respect to the Securities or any other Guarantor’s Obligations with respect to its Guarantee
hereunder.


 


SECTION 10.17.     
Future Guarantors. The Company shall cause each of its Restricted Subsidiaries to the extent required by Section
4.17, in each case, to execute and deliver a supplemental indenture and thereby become a Guarantor bound by the Guarantee of the
Securities on the terms set forth in this Article 10; provided that no Subsidiary organized outside the United States of
America and no Unrestricted Subsidiary shall be required to become a Guarantor.


 


ARTICLE 11


 

[Reserved]


 


ARTICLE 12



Miscellaneous


 


SECTION 12.01.     
[Reserved].


 


SECTION 12.02.      Notices.
Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if
made by hand delivery, facsimile, by reputable overnight delivery service, by electronic mail in pdf format or
registered mail, postage prepaid, return receipt requested, addressed as follows:


 


if to the Issuer, Company or any other
Guarantor:


 


c/o Scientific Games Corporation

6601 Bermuda Road

Las Vegas, Nevada 89119 


Attention: Chief Legal Officer 


Facsimile: (702) 532-7699


 


with a copy to:


 


Latham & Watkins

885 Third Avenue

New York, New York 10022-4834

Attention: Mark D. Jaffe, Esq.

                    Senet Bischoff, Esq. 


Facsimile: (212) 751-4864


 


if to the Trustee:



Deutsche Bank Trust Company Americas

Global Securities Services


Global Transaction Banking

60 Wall Street, 24th Floor

Mail Stop: NYC60-2405


New York, New York 10005

Attention: Corporates Team - Scientific Games International, Inc. SF0813

Facsimile: 732-578-4635


 






    -85-


     


    

 


Each of the Issuer, the Company, the Guarantors
and the Trustee by written notice to each other may designate additional or different addresses for notices to such Person. Any
notice or communication to the Issuer and the Guarantors shall be deemed to have been given or made as of the date so delivered
if personally delivered; when receipt is acknowledged, if by facsimile; one (1) Business Day after mailing by reputable overnight
courier; and five (5) calendar days after mailing if sent by registered mail, postage prepaid (except that, notwithstanding the
foregoing, a notice of change of address shall not be deemed to have been given until actually received by the addressee). Notice
to the Trustee shall be deemed given when actually received by the Trustee.


 


Any notice or communication mailed to a Securityholder
shall be mailed to him by first class mail or other equivalent means at his address as it appears on the registration books of
the Registrar and shall be sufficiently given to him if so mailed within the time prescribed and in accordance with DTC’s
applicable procedures.


 


Failure to mail a notice or communication
to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.


 


SECTION 12.03.     
Communications by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b)
with other Securityholders with respect to their rights under this Indenture or the Securities. The Issuer, the Trustee, the Registrar
and any other Person shall have the protection of TIA § 312(c).


 


SECTION 12.04.     
Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee
to take any action under this Indenture, the Issuer shall furnish to the Trustee:


 


(1)               
an Officer’s Certificate of the Issuer 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


 


(2)               
an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with,
provided that no such Opinion of Counsel shall be furnished in connection with the authentication of the Securities on the
Issue Date.


 


SECTION 12.05.    
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officer’s Certificate of the Issuer required by Section 4.08(a),
shall include:


 


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


 


(2)               
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)               
a statement that, in the opinion of such Person, 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


 


(4)               
a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with;
provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate
or certificates of public officials.


 


SECTION 12.06.     
Rules by Trustee, Paying Agent, Registrar. The Trustee may make reasonable rules in accordance with the Trustee’s
customary practices for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.


 


SECTION 12.07.     
Legal Holidays. A “Legal Holiday” used with respect to a particular place of payment is a Saturday,
a Sunday or a day on which banking institutions in New York, New York, or at such place of payment are not required to be open.
If a payment date is a Legal Holiday at such place, payment may be made at such place on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period, unless otherwise specified.


 






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SECTION 12.08.      Governing
Law. THIS INDENTURE AND THE SECURITIES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each of the parties hereto agrees to submit to the jurisdiction of the courts
of the State of New York in any action or proceeding arising out of or relating to this Indenture or the Securities.


 


SECTION 12.09.     
No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan
or debt agreement of any of the Company or any of the Company’s Subsidiaries (including the Issuer). Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 


SECTION 12.10.     
No Recourse Against Others. A director, officer, employee, stockholder or incorporator, as such, of the Issuer or
any Guarantor shall not have any liability for any Obligations of the Issuer or any Guarantor under the Securities, the Guarantees
or this Indenture or for any claim based on, in respect of or by reason of such Obligations or their creation. Each Securityholder
by accepting a Security waives and releases all such liability. Such waiver and release are part of the consideration for the issuance
of the Securities.


 


SECTION 12.11.     
Successors. All agreements of the Issuer in this Indenture and the Securities shall bind its successors. All agreements
of the Trustee in this Indenture shall bind its successor.


 


SECTION 12.12.     
Duplicate Originals. All parties may sign any number of copies of this Indenture. Each signed copy or counterpart
shall be an original, but all of them together shall represent the same agreement.


 


SECTION 12.13.     
Severability. In case any one or more of the provisions in this Indenture or in the Securities shall be held invalid,
illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all
of the provisions hereof shall be enforceable to the full extent permitted by law.


 


SECTION 12.14.     
USA PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to
time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering,
including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee is required to obtain,
verify, record and update certain information relating to individuals and entities which maintain a business relationship with
the Trustee. Accordingly, each of the parties agree to provide to the Trustee, upon its request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee to comply with Applicable Law.


 


SECTION 12.15.     
Force Majeure. The Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation
or responsibility hereunder by reason of any occurrence beyond the control of the Trustee (including but not limited to any act
or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or
national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or
other wire or communication facility); it being understood that the Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


SECTION 12.16.     
[Reserved].


 


SECTION 12.17.      Counterpart
Originals. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture
for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes.


 


SECTION 12.18.    
WAIVER OF TRIAL BY JURY. EACH OF THE COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 






    -87-


     


    

 


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


 



 


	 	SCIENTIFIC
    GAMES INTERNATIONAL, INC., 
	 	as
    Issuer
	 	 	 
	 	 	 
	 	By:	 /s/ Michael A. Quartieri
	 	 	Name:     	Michael
    A. Quartieri
	 	 	Title:	Executive
    Vice President, Chief Financial Officer, Secretary and Treasurer
	 	 	 
	 	 	 
	 	SCIENTIFIC
    GAMES CORPORATION,
	 	as Company
	 	 	 
	 	 	 
	 	By:	 /s/ Michael A. Quartieri
	 	 	Name:	Michael
    A. Quartieri
	 	 	Title:	Executive
    Vice President, Chief Financial Officer, Treasurer and Corporate Secretary
	 	 	 
	 	 	 
	 	BALLY
    TECHNOLOGIES, INC.
	 	WILLIAMS
    ELECTRONICS GAMES, INC.,
	 	as Guarantors
	 	 	 
	 	 	 
	 	By:	 /s/ Michael A. Quartieri
	 	 	Name:	Michael
    A. Quartieri
	 	 	Title:	President,
    Treasurer and Secretary
	 	 	 
	 	 	 
	 	BALLY
    GAMING, INC.
	 	SCIENTIFIC
    GAMES PRODUCTS, INC.
	 	SG
    GAMING NORTH AMERICA, INC.
	 	DON
    BEST SPORTS CORPORATION,
	 	as Guarantors
	 	 	 
	 	 	 
	 	By:	 /s/ Michael A. Quartieri
	 	 	Name:	Michael
    A. Quartieri
	 	 	Title:	Treasurer
    and Secretary




 






     


     


    

 


	 	MDI ENTERTAINMENT, LLC
	 	SCIENTIFIC GAMES NEW JERSEY, LLC,
	 	as Guarantors
	 	 
	 	By: Scientific Games International, Inc., its sole member/manager
	 	 
	 	By:	 /s/ Michael A. Quartieri
	 	 	Name:    	Michael A. Quartieri
	 	 	Title:	Executive Vice President, Chief Financial Officer, Secretary and Treasurer



 






     


     


    

 


	 	THE TRUSTEE:
	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 
	 	By:	/s/ Bridgette Casasnovas
	 	 	Name:    	Bridgette Casasnovas
	 	 	Title:	Vice President
	 	 
	 	By:	/s/ Robert S. Peschler
	 	 	Name:	Robert S. Peschler
	 	 	Title:	Vice President




 






     


     


    

 


APPENDIX A


 


PROVISIONS RELATING TO SECURITIES,

AND ADDITIONAL SECURITIES,


 


1.       Definitions


 


1.1       Definitions


 


Capitalized terms used in this Appendix and
not otherwise defined shall have the meanings provided in the Indenture. For the purposes of this Appendix A and the Indenture
as a whole, the following terms shall have the meanings indicated below:


 


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


 


“Definitive Security” means a
certificated Security (bearing the Restricted Securities Legend if the transfer of such Security is restricted by applicable law)
that does not include the Global Securities Legend.


 


“Depositary” means The Depository
Trust Company, its nominees and their respective successors or another Person designated as Depositary by the Company, which must
be a clearing agency registered under the Exchange Act.


 


“Distribution Compliance Period,”
with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of (i) the day on
which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act)
in reliance on Regulation S and (ii) the issue date with respect to such Securities.


 


“Global Securities Legend” means
the legend set forth under that caption in Exhibit 1 to this Appendix.


 


“Initial Purchasers” means (1)
with respect to the Securities issued on the Issue Date, J.P. Morgan Securities LLC, BofA Securities, Inc., Deutsche Bank Securities,
Inc., BNP Paribas Securities Corp., Fifth Third Securities, Inc., Barclays Capital Inc., RBC Capital Markets, LLC, SunTrust Robinson
Humphrey, Inc., Credit Suisse Securities (USA) LLC, Citizens Capital Markets, Inc., Macquarie Capital (USA) Inc. and Goldman Sachs
 & Co. LLC and (2) with respect to each issuance of Additional Securities, the Persons purchasing such Additional Securities
under the related Purchase Agreement.


 


“Purchase Agreement” means (1)
with respect to the Securities issued by the Issuer on the Issue Date, the Purchase Agreement dated as of November 12, 2019, among
the Issuer, the guarantors party thereto and J.P. Morgan Securities LLC, as representatives for the Initial Purchasers and (2)
any other similar purchase or underwriting agreement relating to Additional Securities.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Regulation S” means Regulation
S under the Securities Act.


 






    Appendix A-1


     


    

 


“Regulation S Securities” means
all Securities offered and sold outside the United States in reliance on Regulation S.


 


“Restricted Securities Legend”
means the legend set forth in Section 2.3(e)(i) herein.


 


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


 


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


 


“Securities” means (1) $700.0
million aggregate principal amount of 7.000% Senior Unsecured Notes due 2028 issued by the Issuer on the Issue Date and (2) Additional
Securities, if any, issued in a transaction exempt from the registration requirements of the Securities Act.


 


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


 


“Securities Custodian” means the
custodian with respect to a Global Security (as appointed by the Depositary) or any successor person thereto, who shall initially
be the Trustee.


 


“Transfer Restricted Securities”
means Definitive Securities and any other Securities that bear or are required to bear the Restricted Securities Legend.


 


1.2       Other
Definitions


 


	Term:	 	Defined in Section:	 
	“Agent Members”	 	2.1 (c)	 
	“Global Security”	 	2.1 (b)	 
	“Regulation S Global Security”	 	2.1 (b)	 
	“Rule 144A Global Security”	 	2.1 (b)	 



 


2.       The
Securities


 


2.1       Form
and Dating


 


(a)       The
Securities issued on the date hereof will be (i) offered and sold by the Issuer pursuant to a Purchase Agreement and (ii) resold,
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 Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation
S. Additional Securities offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one
or more Purchase Agreements in accordance with applicable law.


 


(b)       Global
Securities. Rule 144A Securities shall be issued initially in the form of one or more permanent global Securities in
definitive, fully registered form (collectively, the “Rule 144A Global Security”) and Regulation S
Securities shall be issued initially in the form of one or more global Securities (collectively, the “Regulation S
Global Security”), in each case without interest coupons and bearing the Global Securities Legend and Restricted
Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Regulation S
Global Security shall not be exchangeable for interests in the Rule 144A Global Security or any other Security without a
Restricted Securities Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Security and
the Regulation S Global Security are each referred to herein as a “Global Security” and are collectively
referred to herein as “Global Securities”; provided that the term “Global Security”
when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in
connection with a Registered Exchange Offer. The aggregate principal amount of the Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee. For purposes of
this Indenture, Securities resold after an initial resale thereof to “institutional accredited investors” (as
defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act) will be treated in the same manner as the Rule
144A Global Security.




 






    Appendix A-2


     


    

 


(c)       Book-Entry
Provisions. This Section 2.1(c) shall apply only to a Global Security deposited with or on behalf of the Depositary.


 


The Issuer shall execute and the Trustee shall,
in accordance with this Section 2.1(c) and Section 2.02 of this Indenture, and pursuant to an authentication order delivered to
the Trustee pursuant to Section 2.02 of this Indenture, authenticate and deliver initially one or more Global Securities that (i)
shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary
and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the
Trustee as Securities Custodian.


 


Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or by the Trustee as Securities Custodian or under such Global Security, and the Depositary may be treated
by the Issuer, the Trustee and any agent of the Issuer (including any Agent) or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any
agent of the Issuer (including any Agent) or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of
such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.


 


(d)       Definitive
Securities. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of certificated Securities.


 


2.2       [Reserved].


 


2.3       Transfer
and Exchange.


 


(a)       Transfer
and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request:


 


(i)         to register the transfer of such Definitive
Securities; or


 


(ii)        to exchange such Definitive
Securities for an equal principal amount of Definitive Securities of other authorized denominations,


 


the Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive
Securities surrendered for transfer or exchange:


 






    Appendix A-3


     


    

 



 


(1)       shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and


 


(2)       in
the case of Transfer Restricted Securities, are accompanied by the following additional information and documents, as applicable:


 


(A)       if
such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without
transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Security); or


 


(B)       if
such Definitive Securities are being transferred to the Issuer, a certification to that effect (in the form set forth on the reverse
side of the Security); or


 


(C)       if
such Definitive Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the
Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (x) a certification
to that effect (in the form set forth on the reverse side of the Security) and (y) if the Issuer so requests, an Opinion of Counsel
or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in Section 2.3(e)(i).


 


(b)       Restrictions
on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be exchanged
for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the
Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Registrar, together with:


 


(i)         certification (in the form set forth on
the reverse side of the Security) that such Definitive Security is being transferred (1) to a QIB in accordance with Rule 144A
or (2) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904
under the Securities Act;


 


(ii)        if the Company so requests, an Opinion
of Counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set
forth in Section 2.3(e)(i); and


 


(iii)       written instructions directing the Trustee
to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security
to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions
to contain information regarding the Depositary account to be credited with such increase,


 


then the Trustee shall cancel such Definitive Security and cause,
or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by
the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account
of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the
Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged
for certificated securities pursuant to Section 2.4, the Issuer shall issue and the Trustee shall authenticate, in accordance with
Section 2.02 of this Indenture, a new Global Security in the appropriate principal amount.


 






    Appendix A-4


     


    

 


(c)       Transfer
and Exchange of Global Securities. (i) The transfer and exchange of Global Securities or beneficial interests therein shall
be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth
herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Security shall
deliver a written order given in accordance with the Depositary’s procedures containing information regarding the participant
account of the Depositary to be credited with a beneficial interest in such Global Security or another Global Security and such
account shall be credited in accordance with such order with a beneficial interest in the applicable Global Security and the account
of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Security being transferred.
Transfers by an owner of a beneficial interest in the Rule 144A Global Security to a transferee who takes delivery of such interest
through the Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, shall be
made only upon receipt by the Trustee of a certification from the transferor in the form provided on the reverse of the Securities
to the effect that such transfer is being made in accordance with Regulation S or (if available) Rule 144 under the Securities
Act.


 


(ii)        If the proposed transfer is a transfer of a beneficial
interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and
records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in
an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and
records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being
transferred.


 


(iii)       Notwithstanding any other provisions of this Appendix
(other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.


 


(iv)       [Reserved].


 


(d)        Restrictions
on Transfer of Regulation S Global Security. (i) Prior to the expiration of the Distribution Compliance Period, interests in
the Regulation S Global Security may only be sold, pledged or transferred in accordance with the Applicable Procedures and only
(1) to the Issuer, (2) so long as such Security is eligible for resale pursuant to Rule 144A, to a person whom the selling holder
reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (3) in an offshore transaction in accordance with Regulation S, (4)
pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act
or (5) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable
securities laws of any state of the United States. Prior to the expiration of the Distribution Compliance Period, transfers by
an owner of a beneficial interest in the Regulation S Global Security to a transferee who takes delivery of such interest through
the Rule 144A Global Security shall be made only in accordance with Applicable Procedures and upon receipt by the Trustee of a
written certification from the transferor of the beneficial interest in the form provided on the reverse of the Security to the
effect that such transfer is being made to a QIB within the meaning of Rule 144A in a transaction meeting the requirements of Rule
144A. Such written certification shall no longer be required after the expiration of the Distribution Compliance Period.


 


(ii)        Upon the expiration of the Distribution Compliance
Period, beneficial ownership interests in the Regulation S Global Security shall be transferable in accordance with applicable
law and the other terms of this Indenture.


 






    Appendix A-5


     


    

 


(e)       Legend.


 


(i)        Except as permitted by the following paragraphs (ii),
(iii) or (iv), each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities 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 SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S.
PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT.


 


Each Definitive Security shall also 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.


 






    Appendix A-6


     


    

 


(ii)       Upon any sale or transfer of a Transfer Restricted
Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security
for a Definitive Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer
Restricted Security 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 Security).


 


(iii)      [Reserved].


 


(iv)      [Reserved].


 


(v)       Upon a sale or transfer after the expiration of the
Distribution Compliance Period of any Security acquired pursuant to Regulation S, all requirements that such Security bear the
Restricted Securities Legend shall cease to apply and the requirements requiring any such Security be issued in global form shall
continue to apply.


 


(vi)      [Reserved].


 


(f)       Cancelation
or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged
for Definitive Securities, transferred, redeemed, repurchased or canceled, such Global Security shall be returned by the Depositary
to the Trustee for cancelation or retained and canceled by the Trustee. At any time prior to such cancelation, if any beneficial
interest in a Global Security is exchanged for Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global
Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.


 


(g)       Obligations
with Respect to Transfers and Exchanges of Securities.


 


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


 


(ii)        No service charge shall be made for any registration
of transfer or exchange, but the Issuer 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 2.06, 3.06, 4.16 and 9.05 of this Indenture).


 


(iii)       Prior to the due presentation for registration
of transfer of any Security, the Issuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose
name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest
on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, the Trustee,
the Paying Agent or the Registrar shall be affected by notice to the contrary.


 






    Appendix A-7


     


    

 


(iv)      All Securities 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 Securities surrendered upon such transfer or exchange.


 


(h)       No
Obligation of the Trustee.


 


(i)        The Trustee shall have no responsibility or obligation
to any beneficial owner of a Global Security, a member of, or a participant in the Depositary or any other Person with respect
to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other
than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with
respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under
the Securities shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case
of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject
to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial owners.


 


(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 Security (including any transfers between or among Depositary participants,
members or beneficial owners in any Global Security) other than to require delivery of such certificates, opinions 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.


 


2.4       Definitive
Securities


 


(a)       A
Global Security deposited with the Depositary or with the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred
to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount
of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary
notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Security or if at any time the Depositary
ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by
the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, (ii) an Event of Default has occurred
and is continuing or (iii) the Issuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance
of certificated Securities under this Indenture.


 


(b)       Any
Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities
of authorized denominations. Any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated
and delivered subject to the Minimum Denominations Requirement and registered in such names as the Depositary shall direct. Any
certificated Security in the form of a Definitive Security delivered in exchange for an interest in the Global Security shall,
except as otherwise provided by Section 2.3(e), bear the Restricted Securities Legend.


 






    Appendix A-8


     


    

 


(c)       Subject
to the provisions of Section 2.4(b), the registered Holder of a Global Security 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 Securities.


 


(d)       In
the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Issuer will promptly make available
to the Trustee a reasonable supply of Definitive Securities in fully registered form without interest coupons.


 






    Appendix A-9


     


    

 


EXHIBIT 1


to


APPENDIX A


 


[FORM OF FACE OF SECURITY]


 


[Global Securities 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
ISSUER 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 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.


 


[[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL
40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES
BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR
SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]


 


[Restricted Securities Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON
BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR]
[IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE
ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A
U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.


 






    Appendix A-1-1


     


    

 


[Definitive Securities 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.


 






    Appendix A-1-2


     


    

 


	No.                	$
                                  
	 	 
	 	CUSIP
    No.                                   




 


7.000% Senior Unsecured Notes due 2028


 


Scientific Games International, Inc., a Delaware
corporation, promises to pay to [               ] or
registered assigns, the principal sum of [$       ] Dollars [as such sum may be increased or
reduced as reflected on the records of the Trustee in accordance with the Indenture]1
on May 15, 2028.


 


Interest Payment Dates: May 15 and November
15


 


Record Dates: May 1 and November 1


 


Additional provisions of this Security are
set forth on the other side of this Security.


 





 









	1	Insert if a global security.



 






    Appendix A-1-3


     


    

 


	SCIENTIFIC
    GAMES INTERNATIONAL, INC.	 
	 	 
	By:  	 	 
	 	Name:	 
	 	Title:	 
	 	 
	TRUSTEE’S
    CERTIFICATE OF AUTHENTICATION	                                                         
	 	 
	Dated:	 
	 	 
	DEUTSCHE
    BANK TRUST COMPANY AMERICAS	 
	 	 
	as
    Trustee, certifies that this is one of the Securities	 
	referred
    to in the Indenture.	 
	 	 
	By:	 	 
	 	Authorized Signatory	 




 






    Appendix A-1-4


     


    

 


[FORM OF REVERSE SIDE OF SECURITY]


 


7.000% Senior Unsecured Notes due 2028


 


1.       Interest


 


SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware
corporation (the “Issuer”), promises to pay interest on the principal amount of this Security at the rate per
annum shown above. All references in this Security and in the Indenture to interest payable on any Security shall include any such
additional interest. The Issuer will pay interest semi-annually on May 15 and November 15 of each year (each an “Interest
Payment Date”), commencing May 15, 2020. Interest on the Securities will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from November 26, 2019. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.


 


The Issuer shall pay interest at the rate
of interest then borne by the Securities on overdue installments of principal and on overdue installments of interest to the extent
lawful as provided in the Indenture.


 


2.       Method of Payment


 


The Issuer shall pay interest on the Securities
(except defaulted interest) to the Persons who are the registered Holders at the close of business on the Record Date immediately
preceding the Interest Payment Date even if the Securities are cancelled after such Record Date and before the corresponding Interest
Payment Date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer shall pay principal
and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts
(“U.S. Legal Tender”). However, the Issuer may pay principal and interest by wire transfer of federal funds,
or interest by check payable in such U.S. Legal Tender. The Issuer may deliver any such interest payment to the Paying Agent or
to a Holder at the Holder’s registered address.


 


3.       Paying Agent
and Registrar


 


Initially, Deutsche Bank Trust Company Americas
(the “Trustee”) will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar
without notice to the Holders. The Issuer, the Company or any of the Company’s Subsidiaries may act as Registrar or Paying
Agent.


 


4.       Indenture


 


The Issuer issued the Securities under an
Indenture, dated as of November 26, 2019 (the “Indenture”), among the Issuer, the guarantors party thereto and
the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Securities
include those stated in the Indenture. Notwithstanding anything to the contrary herein, the Securities are subject to all such
terms, and Holders are referred to the Indenture for a statement of them. The Securities are senior obligations of the Issuer initially
limited in aggregate principal amount to $700,000,000 on the Issue Date, and, subject to compliance with Section 4.04 of the
Indenture, unlimited in aggregate principal amount thereafter.


 






    Appendix A-1-5


     


    

 


5.       Optional Redemption


 


On and after May 15, 2023, the Issuer will
be entitled, at its option on one or more occasions, to redeem all or any portion of the Securities at the following redemption
prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on May
15 of the years set forth below, plus, in each case, accrued and unpaid interest to, but not including, the Redemption Date subject
to the rights of Holders on the relevant Record Dates occurring prior to the Redemption Date to receive interest due on the relevant
Interest Payment Date:


 


	Period	 	Percentage	 
	2023	 	 	103.500	%
	2024	 	 	101.750	%
	2025 and thereafter	 	 	100.000	%



 


6.       Optional Redemption
upon Equity Offering


 


On or prior to November 15, 2022, the Issuer
may, at its option on one or more occasions, redeem up to 40% of the initially outstanding aggregate principal amount of the Securities
(which includes Additional Securities, if any) so long as such aggregate principal amount does not exceed the amount of net cash
proceeds received by, or contributed to the capital of the Company from one or more Equity Offerings, at a redemption price equal
to 107.000% of the principal amount of the Securities redeemed, plus accrued and unpaid interest, if any, to, but not including,
the Redemption Date subject to the rights of Holders on the relevant Record Dates occurring prior to the Redemption Date to receive
interest due on the relevant Interest Payment Date; provided, however, that:


 


(1)       at
least 50% of the initially outstanding aggregate principal amount of the Securities (which includes Additional Securities, if any)
remains outstanding immediately after any such redemption; and


 


(2)       each
such redemption occurs within 120 days after the date of the related Equity Offering(s).


 


As used in the preceding paragraph, “Equity
Offering” means any private or public offering of Qualified Capital Stock of (a) the Company or (b) any direct or indirect
parent of the Company, to the extent the net proceeds thereof are contributed to the Company as common equity capital or used to
purchase Qualified Capital Stock from the Company.


 


7.       Redemption at
Make-Whole Premium


 


At any time prior to May 15, 2023, the Issuer
may redeem all or any portion of the Securities on one or more occasions at a redemption price equal to 100% of the principal amount
of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the Redemption Date
subject to the rights of Holders of the Securities on the relevant Record Dates occurring prior to the Redemption Date to receive
interest due on the relevant Interest Payment Date.


 


As used in the preceding paragraph the following
terms have the following meanings:


 


“Applicable Premium” means,
with respect to any Security on any Redemption Date, the greater of:


 


(a)       1.0%
of the principal amount of such Security; and


 






    Appendix A-1-6


     


    

 


(b)       the
excess, if any, of:


 


(1)       the
present value at such Redemption Date of (i) the Redemption Price of the Security at May 15, 2023 (such Redemption Price being
set forth in the table appearing under paragraph 5 of the Securities), plus (ii) all required interest payments due
on the Security through May 15, 2023 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount
rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over


 


(2)       the
principal amount of the Security.


 


“Treasury Rate” means,
as of any Redemption Date, the yield to maturity as of the earlier of (a) such Redemption Date or (b) the date on which
such Securities are defeased or satisfied and discharged, of the most recently issued 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 (2) Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 15, 2023;
provided, however, that if the period from the Redemption Date to May 15, 2023 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. Any
such Treasury Rate shall be obtained by the Company.


 


8.       Disposition or
Redemption Pursuant to Gaming Laws


 


At any time any Holder or beneficial owner
of Securities is determined to be or otherwise becomes a Disqualified Holder, then the Issuer will have the right, at its option:


 


(1)       to
require such Holder or beneficial owner to dispose of all or any portion of its Securities within 60 days (or such earlier date
as may be required by the applicable Gaming Authority) of receipt of the relevant notice of finding by the applicable Gaming Authority;
or


 


(2)       to
redeem all or any portion of the Securities of such Holder or beneficial owner upon not less than 15 nor more than 60 days’
notice at a Redemption Price equal to the lesser of:


 


(a)       the
principal amount thereof, and


 


(b)       the
price at which such Holder or beneficial owner acquired the Securities,


 


together with, in the case of either clause (a) or (b), accrued
and unpaid interest to, but not including, the earlier of (A) the Redemption Date and (B) the date of the denial of license or
qualification or of the finding of unsuitability by such Gaming Authority (or the date such holder or beneficial owner otherwise
becomes a Disqualified Holder) (subject to the rights of Holders of Securities on the relevant Record Dates occurring prior to
such Redemption Date to receive interest due on the relevant Interest Payment Date); provided, however, that if such
Gaming Authority restricts the Redemption Price to a lesser amount then such lesser amount will be the Redemption Price.


 


Immediately upon a determination by a
Gaming Authority that a Holder or beneficial owner of Securities (or an Affiliate thereof) will not be licensed, qualified or
found suitable or is denied a license, qualification or finding of suitability or otherwise becomes a Disqualified Holder,
the Holder or beneficial owner will, to the extent required by applicable Gaming Laws, have no further rights with respect to
the Securities to:


 






    Appendix A-1-7


     


    

 


(1)       exercise,
directly or indirectly, through any person, any right conferred by the Securities; or


 


(2)       receive
any interest or any other distribution or payment with respect to the Securities, except the Redemption Price.


 


The Issuer will notify the Trustee in writing
of any such redemption as soon as practicable. The Holder or beneficial owner (or an Affiliate thereof) applying for a license,
qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding
of suitability.


 


As used in the preceding paragraph the following
terms have the following meanings:


 


“Disqualified Holder” means
any Holder or beneficial owner of the Securities (i) who or which is (or who or which is an Affiliate of a Person who or which
is) requested or required pursuant to any Gaming Law or by any Gaming Authority to (A) appear before, or submit to the jurisdiction
of, or provide information to, or apply for a license, qualification or finding of suitability from, any Gaming Authority, or (B)
reduce its position in the Securities to below a level that would require licensure, qualification or a finding of suitability,
and, in either case, such Holder or beneficial owner (or Affiliate thereof) either (1) refuses to do so or otherwise fails to comply
with such request or requirement within 15 days (or such shorter period as may be required by the applicable Gaming Law or
Gaming Authority) or (2) is denied such license or qualification or not found suitable or (ii) who or which is (or who or which
is an Affiliate of a Person who or which is) determined or shall have been determined by any Gaming Authority not to be suitable
or qualified.


 


“Gaming Authority” means
any government, court, or federal, state, local, international, foreign or other governmental, administrative or regulatory or
licensing body, agency, authority or official, which now or hereafter regulates or has authority over, including to issue or grant
a license, contract, franchise or regulatory approval with respect to, any form of gaming business or activities (or proposed gaming
business or activities) and/or related business or activities now or hereafter conducted by the Company or any of its Affiliates,
including lottery, pari-mutuel wagering, sports wagering and video gaming business or activities.


 


“Gaming Law” means any
federal, state, local, international, foreign or other law, statute, constitutional provision, regulation, rule, order, ordinance,
enforcement requirement or interpretation pursuant to which any Gaming Authority possesses or asserts legal, regulatory or licensing
authority over gaming and/or related activities.


 


9.       Notice of Redemption


 


Notice of redemption will be delivered electronically
in pdf format or sent, by first class mail, postage prepaid, at least 15 days but not more than 60 days before the Redemption Date
to each Holder of Securities to be redeemed at such Holder’s registered address except that redemption notices may be delivered
electronically in pdf format or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with
a defeasance of the Securities or a satisfaction and discharge of the Indenture pursuant to Article 8 of the Indenture. Securities
in denominations larger than $2,000 may be redeemed in part.


 






    Appendix A-1-8


     


    

 


Except as set forth in the Indenture, if monies
for the redemption of the Securities called for redemption shall have been deposited with the Paying Agent for redemption on such
Redemption Date, then, unless the Issuer defaults in the payment of such Redemption Price plus accrued and unpaid interest, if
any, the Securities called for redemption will cease to bear interest from and after such Redemption Date and the only right of
the Holders of such Securities will be to receive payment of the Redemption Price plus accrued and unpaid interest, if any, to,
but not including, the Redemption Date.


 


10.       [Reserved]


 


11.       Offers to Purchase


 


Sections 4.15 and 4.16 of the Indenture provide
that upon the occurrence of a Change of Control (as defined in the Indenture) and after certain Asset Sales (as defined in the
Indenture), and subject to further limitations contained therein, the Issuer will make an offer to purchase certain amounts of
the Securities in accordance with the procedures set forth in the Indenture.


 


12.       Denominations;
Transfer; Exchange


 


The Securities are in registered form, without
coupons, and subject to the Minimum Denominations Requirement. A Holder shall register the transfer of or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted
by the Indenture. The Registrar need not register the transfer of or exchange any Securities or portions thereof (i) during a period
beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close
of business on the day of such mailing and (ii) selected for redemption, except the unredeemed portion of any Security being redeemed
in part.


 


13.       Persons Deemed
Owners


 


The registered Holder of this Security shall
be treated as the owner of it for all purposes.


 


14.       Unclaimed Funds


 


If funds for the payment of principal or interest
remain unclaimed for one year, the Trustee and the Paying Agent will repay the funds to the Issuer at its request. After that,
all liability of the Trustee and such Paying Agent with respect to such funds shall cease.


 


15.       Legal Defeasance
and Covenant Defeasance


 


The Issuer may be discharged from its Obligations
under the Indenture and the Securities except for certain provisions thereof, and may be discharged from its Obligations to comply
with certain covenants contained in the Indenture and the Securities, in each case upon satisfaction of certain conditions specified
in the Indenture.


 


16.       Amendment; Supplement;
Waiver


 


Subject to certain exceptions, the
Indenture and the Securities may be amended or supplemented with the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding, and any existing Default or Event of Default or compliance
with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the
Securities then outstanding. Without notice to or consent of any Holder, the parties thereto may amend or supplement the
Indenture and the Securities to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Securities in addition to or in place of certificated Securities, or make any other change that does not adversely affect the
rights of any Holder in any material respect.


 






    Appendix A-1-9


     


    

 


17.       Restrictive
Covenants


 


The Indenture contains certain covenants that,
among other things, limit the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, create certain
liens, pay dividends or make certain other restricted payments, consummate certain asset sales, enter into certain transactions
with affiliates and merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of the assets of the Issuer or the Company. The limitations are subject to a number of important qualifications
and exceptions. The Issuer must annually report to the Trustee on compliance with such covenants.


 


18.       Defaults and
Remedies


 


If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of Securities then outstanding may declare the principal
of and accrued interest on all the Securities to be due and payable immediately in the manner and with the effect provided in the
Indenture. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee
is not obligated to enforce the Indenture or the Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Securities
then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Securities
notice of certain continuing Defaults or Events of Default if it determines that withholding notice is in their interest.


 


19.       Trustee Dealings
with Issuer


 


The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer, the Company, the Subsidiaries
of the Company or their respective Affiliates as if it were not the Trustee.


 


20.       No Recourse
Against Others


 


No stockholder, director, officer, employee
or incorporator, as such, of the Issuer shall have any liability for any obligation of the Issuer under the Securities or the Indenture
or for any claim based on, in respect of or by reason of, such Obligations or their creation. Each Holder of a Security by accepting
a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the
Securities.


 


21.       Authentication


 


This Security shall not be valid until the
Trustee or authenticating agent signs the certificate of authentication on this Security by its manual signature.


 






    Appendix A-1-10


     


    

 


22.       Guarantees


 


The payment by the Issuer of the principal
of and interest on the Securities is fully and unconditionally guaranteed on a joint and several senior unsecured basis by each
of the Guarantors to the extent set forth in the Indenture.


 


23.       Abbreviations


 


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


 


24.       CUSIP Numbers


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuer has caused a CUSIP number to be printed on the Securities
as a convenience to the Holders. No representation is made as to the accuracy of such numbers as printed on the Securities and
reliance may be placed only on the other identification numbers printed hereon.


 


25.       Governing Law


 


This Security and the Indenture shall be governed
by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts
of laws to the extent that the application of the law of another jurisdiction would be required thereby. Each of the parties hereto
agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating
to this Security.


 






    Appendix A-1-11


     


    

 


ASSIGNMENT FORM


 


To assign this Security, fill in the form below:


 


I or we assign and transfer this Security 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 Security 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
Security.


 


In connection with any transfer of any of the Securities evidenced
by this certificate, the undersigned confirms that such Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	1.	 ̈	to the Issuer; or



 


		 ̈	pursuant to an effective registration statement under
the Securities Act of 1933; or



		 	 



		 ̈	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



 


	4.	 ̈	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; or



 


	5.	 ̈	pursuant
                                to the 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 Securities evidenced by this certificate in the name of any person other than the registered holder thereof;
provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and other information as the Issuer has 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.


 


	                                                                                                 	 
	 	Your Signature



 






    Appendix A-1-12


     


    

 


Signature Guarantee:


 


	Date:	 	                                                                                                 
	 	 
	 	 
	Signature
    of Signature Guarantee	 




 


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security
Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined
by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.


 






    Appendix A-1-13


     


    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that
it is purchasing this Security 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 Issuer and the Guarantors 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.


 


	Dated: 	 	 	 
	 	 	Notice:
    To be executed by an executive officer




 






    Appendix A-1-14


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security
purchased by the Issuer pursuant to Section 4.15 (Change of Control) or 4.16 (Asset Sales) of the Indenture, check the box:


 


 ̈
Change of Control


 


 ̈
Asset Sales


 


If you want to elect to have only part of
this Security purchased by the Issuer pursuant to Section 4.15 or 4.16 of the Indenture, state the amount in principal amount:
$   


 


	Dated:	 	 	Your
    Signature: 	 
	 	 	 	 	(Sign
    exactly as your name appears on the other side of this Security.)



 


	Signature Guarantee:	 
	 	(Signature must be guaranteed)




 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 






    Appendix A-1-15