Subordinated Indenture



 Exhibit 4.13 

  
 ISLE OF CAPRI CASINOS, INC. 
 as ISSUER 
  

  
 SUBORDINATED INDENTURE 
  
 Dated as of
                                        

  

  

  
 [NAME OF TRUSTEE] 
  
 as TRUSTEE 
  

  








 TABLE OF CONTENTS 
  

					
	 	  	Page


		
	ARTICLE 1	  	 
		
	DEFINITIONS AND INCORPORATION BY REFERENCE	  	 
			
	 Section 1.01.
	  	 Definitions
	  	1
			
	 Section 1.02.
	  	 Other Definitions
	  	7
			
	 Section 1.03.
	  	 Incorporation by Reference of Trust Indenture Act
	  	7
			
	 Section 1.04.
	  	 Rules of Construction
	  	8
		
	ARTICLE 2	  	 
		
	THE NOTES	  	 
			
	 Section 2.01.
	  	 Issuable in Series
	  	8
			
	 Section 2.02.
	  	 Execution and Authentication
	  	9
			
	 Section 2.03.
	  	 Registrar and Paying Agent
	  	9
			
	 Section 2.04.
	  	 Paying Agent to Hold Money in Trust
	  	9
			
	 Section 2.05.
	  	 Holder Lists
	  	10
			
	 Section 2.06.
	  	 Transfer and Exchange
	  	10
			
	 Section 2.07.
	  	 Replacement Notes
	  	13
			
	 Section 2.08.
	  	 Outstanding Notes
	  	13
			
	 Section 2.09.
	  	 Treasury Notes
	  	13
			
	 Section 2.10.
	  	 Temporary Notes
	  	14
			
	 Section 2.11.
	  	 Cancellation
	  	14
			
	 Section 2.12.
	  	 Defaulted Interest
	  	14
		
	ARTICLE 3	  	 
		
	REDEMPTION AND PREPAYMENT	  	 
			
	 Section 3.01.
	  	 Notices to Trustee
	  	14
			
	 Section 3.02.
	  	 Selection of Notes to Be Redeemed
	  	15
			
	 Section 3.03.
	  	 Notice of Redemption
	  	15
			
	 Section 3.04.
	  	 Effect of Notice of Redemption
	  	16
			
	 Section 3.05.
	  	 Deposit of Redemption Price
	  	16
			
	 Section 3.06.
	  	 Notes Redeemed in Part
	  	16
			
	 Section 3.07.
	  	 Gaming Redemption
	  	17

  

 -i- 








 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	Page


		
	ARTICLE 4	  	 
		
	COVENANTS	  	 
			
	 Section 4.01.
	  	 Payment of Notes
	  	17
			
	 Section 4.02.
	  	 Maintenance of Office or Agency
	  	17
			
	 Section 4.03.
	  	 Commission Reports and Reports to Holders
	  	18
			
	 Section 4.04.
	  	 Compliance Certificate
	  	18
			
	 Section 4.05.
	  	 Taxes
	  	19
			
	 Section 4.06.
	  	 Stay, Extension and Usury Laws
	  	19
			
	 Section 4.07.
	  	 Corporate Existence
	  	19
		
	ARTICLE 5	  	 
		
	SUCCESSORS	  	 
			
	 Section 5.01.
	  	 Merger, Consolidation or Sale of Assets
	  	20
			
	 Section 5.02.
	  	 Successor Corporation Substituted
	  	20
		
	ARTICLE 6	  	 
		
	DEFAULTS AND REMEDIES	  	 
			
	 Section 6.01.
	  	 Events of Default
	  	20
			
	 Section 6.02.
	  	 Acceleration
	  	22
			
	 Section 6.03.
	  	 Other Remedies
	  	22
			
	 Section 6.04.
	  	 Waiver of Past Defaults
	  	22
			
	 Section 6.05.
	  	 Control by Majority
	  	23
			
	 Section 6.06.
	  	 Limitation on Suits
	  	23
			
	 Section 6.07.
	  	 Rights of Holders of Notes to Receive Payment
	  	23
			
	 Section 6.08.
	  	 Collection Suit by Trustee
	  	23
			
	 Section 6.09.
	  	 Trustee May File Proofs of Claim
	  	24
			
	 Section 6.10.
	  	 Priorities
	  	24
			
	 Section 6.11.
	  	 Undertaking for Costs
	  	25
		
	ARTICLE 7	  	 
		
	TRUSTEE	  	 
			
	 Section 7.01.
	  	 Duties of Trustee
	  	25
			
	 Section 7.02.
	  	 Rights of Trustee
	  	26
			
	 Section 7.03.
	  	 Individual Rights of Trustee
	  	27

  

 -ii- 








 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page


			
	 Section 7.04.
	  	 Trustee’s Disclaimer
	  	27
			
	 Section 7.05.
	  	 Notice of Defaults
	  	27
			
	 Section 7.06.
	  	 Reports by Trustee to Holders of the Notes
	  	27
			
	 Section 7.07.
	  	 Compensation and Indemnity
	  	28
			
	 Section 7.08.
	  	 Replacement of Trustee
	  	29
			
	 Section 7.09.
	  	 Successor Trustee by Merger, Etc
	  	30
			
	 Section 7.10.
	  	 Eligibility; Disqualification
	  	30
			
	 Section 7.11.
	  	 Preferential Collection of Claims Against Company
	  	30
		
	ARTICLE 8	  	 
		
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	 
			
	 Section 8.01.
	  	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	30
			
	 Section 8.02.
	  	 Legal Defeasance and Discharge
	  	30
			
	 Section 8.03.
	  	 Covenant Defeasance
	  	31
			
	 Section 8.04.
	  	 Conditions to Legal or Covenant Defeasance
	  	31
			
	 Section 8.05.
	  	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	32
			
	 Section 8.06.
	  	 Repayment to Company
	  	33
			
	 Section 8.07.
	  	 Reinstatement
	  	33
		
	ARTICLE 9	  	 
		
	AMENDMENT, SUPPLEMENT AND WAIVER	  	 
			
	 Section 9.01.
	  	 Without Consent of Holders of Notes
	  	34
			
	 Section 9.02.
	  	 With Consent of Holders of Notes
	  	34
			
	 Section 9.03.
	  	 Compliance with Trust Indenture Act
	  	36
			
	 Section 9.04.
	  	 Revocation and Effect of Consents
	  	36
			
	 Section 9.05.
	  	 Notation on or Exchange of Notes
	  	36
			
	 Section 9.06.
	  	 Trustee to Sign Amendments, Etc
	  	36
		
	ARTICLE 10	  	 
		
	SUBORDINATION	  	 
			
	 Section 10.01.
	  	 Agreement to Subordinate
	  	37
			
	 Section 10.02.
	  	 Liquidation; Dissolution; Bankruptcy
	  	37
			
	 Section 10.03.
	  	 Default On Designated Senior Indebtedness
	  	38

  

 -iii- 








 TABLE OF CONTENTS 
 (continued) 
  

					
	 	  	 	  	Page


			
	 Section 10.04.
	  	 Acceleration of Notes
	  	38
			
	 Section 10.05.
	  	 When Distribution Must Be Paid Over
	  	38
			
	 Section 10.06.
	  	 Notice by Company
	  	39
			
	 Section 10.07.
	  	 Subrogation
	  	39
			
	 Section 10.08.
	  	 Relative Rights
	  	39
			
	 Section 10.09.
	  	 Subordination May Not Be Impaired By Company
	  	40
			
	 Section 10.10.
	  	 Distribution Or Notice to Representative
	  	40
			
	 Section 10.11.
	  	 Rights of Trustee and Paying Agent
	  	40
			
	 Section 10.12.
	  	 Authorization To Effect Subordination
	  	41
			
	 Section 10.13.
	  	 Amendments
	  	41
		
	ARTICLE 11	  	 
		
	SUBSIDIARY GUARANTEES	  	 
			
	 Section 11.01.
	  	 Subsidiary Guarantee
	  	41
			
	 Section 11.02.
	  	 Subordination of Subsidiary Guarantee
	  	42
			
	 Section 11.03.
	  	 Limitation on Subsidiary Guarantor Liability
	  	42
		
	ARTICLE 12	  	 
		
	MISCELLANEOUS	  	 
			
	 Section 12.01.
	  	 Trust Indenture Act Controls
	  	43
			
	 Section 12.02.
	  	 Notices
	  	43
			
	 Section 12.03.
	  	 Communication by Holders of Notes with Other Holders of Notes
	  	44
			
	 Section 12.04.
	  	 Certificate and Opinion as to Conditions Precedent
	  	44
			
	 Section 12.05.
	  	 Statements Required in Certificate or Opinion
	  	44
			
	 Section 12.06.
	  	 Rules by Trustee and Agents
	  	45
			
	 Section 12.07.
	  	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	45
			
	 Section 12.08.
	  	 Governing Law
	  	45
			
	 Section 12.09.
	  	 No Adverse Interpretation of Other Agreements
	  	45
			
	 Section 12.10.
	  	 Successors
	  	45
			
	 Section 12.11.
	  	 Severability
	  	45
			
	 Section 12.12.
	  	 Counterpart Originals
	  	46
			
	 Section 12.13.
	  	 Table of Contents, Headings, Etc
	  	46

  

 -iv- 








 SUBORDINATED INDENTURE dated as of
                     among Isle of Capri Casinos, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on
the signature page hereto and [Name of Trustee], as trustee (the “Trustee”). 
  
 The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the [Title of Subordinated Debt Securities] (the “Notes”): 
  
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
  
 Section 1.01. Definitions. 
  
 “Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance
with Section 2.02 and subject to compliance with Article 4 hereof, as part of the same series as the Initial Notes. 
  
 “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect
common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. 
  
 “Agent” means any Registrar, Paying Agent or co-registrar.

  
 “Applicable Procedures” means, with respect to any
transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange. 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
  
 “Board of Directors” means the Board of Directors of the Company,
or any authorized committee of the Board of Directors. 
  
 “Business Day” means any day other than a Legal Holiday. 
  
 “Closing Date” means the date on which the Notes are originally issued under the Indenture. 
  
 “Company” means Isle of Capri Casinos, Inc., a Delaware corporation. 
  
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof
or such other address as to which the Trustee may give notice to the Company. 
  









 “Credit Facility” means the Credit Agreement dated
                    , among the Company, the Subsidiary Guarantors, and
[                    ], as administrative agent bank and the lenders referred to therein, together with any agreements, instruments and
documents executed or delivered pursuant to or in connection with such Credit Facility (including, without limitation, any Guarantees and security documents), in each case as such Credit Facility or such agreements, instruments or documents may be
amended, supplemented, extended, renewed, refinanced or otherwise modified from time to time. 
  
 “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement. 
  
 “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity
thereto. 
  
 “Default” means any event that is, or after
notice or passage of time or both would be, an Event of Default. 
  
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Article 2 hereof. 
  
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof
as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 
  
 “Designated Senior Indebtedness” means (i) any Indebtedness
outstanding under the Credit Facility (except that any Indebtedness which represents a partial refinancing of Indebtedness theretofore outstanding pursuant to the Credit Facility, rather than a complete refinancing thereof, shall only constitute
Designated Senior Indebtedness if such partial refinancing meets the requirements of clause (ii) below) and (ii) any other Senior Indebtedness that, at the date of determination, has an aggregate principal amount outstanding of at least
$                     million and that had been specifically designated by the Company as “Designated Senior Indebtedness.”

  
 “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
  
 “Fair Market Value” means the
price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors,
whose determination shall be conclusive if evidenced by a resolution of the Board of Directors. 
  
 “GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Closing Date, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations contained or referred to in the Indenture shall be computed in conformity with GAAP applied on a consistent basis.

  

 2 








 “Gaming Authority” means any agency, authority, board, bureau, commission, department, office
or instrumentality of any nature whatsoever of the United States federal or any foreign government, any state, province or any city or other political subdivision or otherwise and whether now or hereafter in existence, or any officer or official
thereof, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed, or operated by the Company or any of its Subsidiaries. 
  

“Global Notes” means, individually and collectively, the Global Notes issued in accordance with Article 2 hereof. 
  
 “Global Note Legend” means the legend set forth in Section 2.06(f),
which is required to be placed on all Global Notes issued under this Indenture. 
  
 “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. 
  
 “Guarantee” means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person: (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase
arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the
obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 
  
 “Holder” means a Person in whose name a Note is registered. 
  
 “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become
liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness, including an “Incurrence” of Acquired Indebtedness; provided that neither the accrual of interest nor the accretion of
original issue discount shall be considered an Incurrence of Indebtedness. 
  
 “Indebtedness” means, with respect to any Person at any date of determination (without duplication): (i) all indebtedness of such Person for borrowed money; (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments; (iii) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto, but excluding obligations with
respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in this definition) entered into in the ordinary course of business of such Person to the extent such letters of credit are not
drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for 

  

 3 








 
reimbursement following payment on the letter of credit); (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or
services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except trade payables; (v) all capitalized lease obligations; (vi)
all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset
at such date of determination and (B) the amount of such Indebtedness; (vii) all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person; and (viii) to the extent not otherwise included in
this definition, obligations under Currency Agreements and Interest Rate Agreements. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with
respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided (A) that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face
amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, (B) that money borrowed and set aside at the time of the Incurrence of any
Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such interest and (C) that Indebtedness shall not include any
liability for federal, state, local or other taxes. 
  
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
  
 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant. 
  
 “Initial Notes” means the initial
$                     aggregate principal amount of Notes issued under this Indenture on the date hereof. 
  
 “Interest Rate Agreement” means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement
or arrangement. 
  
 “Legal Holiday” means a Saturday, a
Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 
  
 “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional
sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest). 
  

 4 








 “Notes” has the meaning assigned to it in the preamble to this Indenture, and shall include the
Initial Notes and the Additional Notes, which shall be treated as a single class for all purposes under this Indenture. 
  
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the
documentation governing any Indebtedness. 
  
 “Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, the Secretary or any Vice-President of such Person. 
  
 “Officers’ Certificate” means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05
hereof. 
  
 “Opinion of Counsel” means an opinion from
legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 
  
 “Participant” means, with respect to the Depositary, a Person who
has an account with the Depositary. 
  
 “Person” means
any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity
or substantially all of the assets of any such entity, subdivision or business). 
  
 “Representative” means the indenture trustee or other trustee, agent or representative for any Senior Indebtedness. 
  
 “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Senior Indebtedness” means the following obligations of the Company or a Subsidiary Guarantor, whether
outstanding on the Closing Date or thereafter Incurred: (i) all Indebtedness and all other monetary obligations (including, without limitation, expenses, fees, principal, interest reimbursement obligations under letters of credit and indemnities
payable in connection therewith) of the Company or a Subsidiary Guarantor under (or in respect of) the Credit Facility 

  

 5 








 
or any Interest Rate Agreement or Currency Agreement relating to the Indebtedness under the Credit Facility and (ii) all other Indebtedness and all other
monetary obligations of the Company or a Subsidiary Guarantor (other than the Notes), including principal and interest on such Indebtedness, unless such Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such
Indebtedness is issued, is on a parity with, or subordinated in right of payment to, the Notes or any Subsidiary Guarantee. 
  
 “Senior Subordinated Obligations” means any principal of, premium, if any, or interest on, or the redemption or the acquisition of, the Notes
payable pursuant to the terms of the Notes or the Subsidiary Guarantees or upon acceleration, including any amounts received upon the exercise of rights of rescission or other rights of action (including claims for damages) or otherwise, to the
extent relating to the redemption or purchase price of the Notes and the Subsidiary Guarantees or amounts corresponding to such principal, premium, if any, or interest on the Notes. 
  
 “Significant Subsidiary” means, at any date of determination, any Subsidiary that, together with its Subsidiaries:
(i) for the most recent fiscal year of the Company, accounted for more than 10% of the consolidated revenues of the Company and its Subsidiaries or (ii) as of the end of such fiscal year, was the owner of more than 10% of the consolidated assets of
the Company and its Subsidiaries, all as set forth on the most recently available consolidated financial statements of the Company for such fiscal year. 
  
 “Stated Maturity” means (i) with respect to any debt security, the date specified in such debt security as the fixed date on which the final
installment of principal of such debt security is due and payable and (ii) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such
installment is due and payable. 
  
 “Subsidiary” means,
with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such
Person. 
  
 “Subsidiary Guarantee” means any Guarantee
by each Subsidiary Guarantor of the Company’s payment obligations under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture. 
  
 “Subsidiary Guarantors” means any Subsidiary of the Company that guarantees the Company’s obligations with
respect to the Notes or this Indenture. 
  
 “TIA” means
the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA. 
  
 “Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder. 
  
 “U.S.
Government Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) 

  

 6 








 
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof at any time prior to the Stated Maturity of the Notes, and
shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Governmental Obligation evidenced by such depository receipt. 
  
 “U.S. Person” means a U.S. person as defined in Rule 902(o) under
the Securities Act. 
  
 Section 1.02. Other Definitions. 
  

			
	 Term

	  	Defined in
Section


	 “Authentication Order”
	  	2.02
	 “Covenant Defeasance”
	  	8.03
	 “Event of Default”
	  	6.01
	 “Legal Defeasance”
	  	8.02
	 “Paying Agent”
	  	2.03
	 “Payment Blockage Notice”
	  	10.03
	 “Registrar”
	  	2.03

  
 Section 1.03. Incorporation by
Reference of Trust Indenture Act. 
  
 Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 The following TIA terms used in this Indenture have the following meanings: 
  
 “indenture securities” means the Notes; 
  
 “indenture security Holder” means a Holder of a Note; 
  
 “indenture to be qualified” means this Indenture; 
  
 “indenture trustee” or “institutional trustee” means the
Trustee; and 
  
 “obligor” on the Notes and the
Subsidiary Guarantees means the Company and the Subsidiary Guarantors, respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively. 
  

 7 








 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  
 Section 1.04. Rules of Construction. 
  
 Unless the
context otherwise requires: 
  
 (a) a term has the meaning
assigned to it; 
  
 (b) an accounting term not otherwise defined
has the meaning assigned to it in accordance with GAAP; 
  
 (c)
“or” is not exclusive; 
  
 (d) words in the singular
include the plural, and in the plural include the singular; 
  
 (e) provisions apply to successive events and transactions; and 
  
 (f) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time. 
  
 ARTICLE 2 
 THE NOTES 
  
 Section 2.01.
Issuable in Series. 
  
 The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is unlimited. All Notes shall be identical except as may be set forth in a resolution of the Board of Directors of the Company, a supplemental indenture of an Officers’ Certificate
detailing the adoption of the terms thereof pursuant to the authority granted under a Board Resolution. In the case of Notes to be issued from time to time, the Board Resolution, Officers’ Certificate or supplemental indenture may provide for
the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Notes shall be equally and ratably entitled to the benefits of the Indenture. 
  
 Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
  

 8 








 Section 2.02. Execution and Authentication. 
  
 An Officer shall sign the Notes for the Company by manual or facsimile signature. The Company’s seal shall be
reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by
the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an “Authentication
Order”), authenticate Notes for original issue. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. 
  
 Section 2.03. Registrar and Paying Agent. 
  
 The Company shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Company may act as its own Registrar or Paying Agent. The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 
  
 The Company initially appoints The Depository Trust Company (“DTC”)
to act as Depositary with respect to the Global Notes. 
  
 The
Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 
  
 Section 2.04. Paying Agent to Hold Money in Trust. 
  
 The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all 

  

 9 








 
money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the
Notes. 
  
 Section 2.05. Holder Lists. 
  
 The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each
interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA Section 312(a). The Trustee, the Registrar and the Company shall provide a current list of all Holders to any Gaming Authority upon demand. 
  
 Section 2.06. Transfer and Exchange. 
  
 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a
nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for
Definitive Notes if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a
successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for
Definitive Notes and delivers a written notice to such effect to the Trustee. Upon the occurrence of either of the preceding events in (i) or (ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.
Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section
2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however, beneficial interests
in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
  
 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest
in a Global Note. 
  
 (c) Transfer of Beneficial Interests in
Global Notes to Definitive Notes. If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form
of a Definitive Note, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly, and the Company shall execute and the 

  

 10 








 
Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive
Note issued in exchange for a beneficial interest pursuant to this section shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Person in whose names such Notes are registered. 
  
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. A Holder of a Definitive Note may exchange such Note
for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes. 
  
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with
the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 
  
 (f) Legends. The following legend shall appear on the face of all Global Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture. 
  
 “THIS GLOBAL
NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ISLE OF CAPRI CASINOS, INC.” 
  
 (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a 

  

 11 








 
beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such increase. 
  
 (h) General Provisions
Relating to Transfers and Exchanges. 
  
 (i) To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request. 
  
 (ii) No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, and 9.05 hereof). 
  
 (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or upon the order of any Gaming Authority. 
  
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
  
 (v) The Company shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of
selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a
record date and the next succeeding Interest Payment Date. 
  
 (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of and interest on such Notes and for 

  

 12 








 
all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
  
 (vii) The Trustee shall authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.02 hereof. 
  
 Section 2.07. Replacement Notes. 
  
 If any mutilated
Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. 
  
 Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued hereunder. 
  
 Section 2.08. Outstanding Notes. 
  
 The Notes
outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the
provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on
that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 
  
 Section 2.09. Treasury Notes. 
  
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, amendment, supplement, waiver or consent,
Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, amendment, supplement, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded. 
  

 13 








 Section 2.10. Temporary Notes. 
  

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
  
 Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. 
  
 Section 2.11. Cancellation. 
  
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy canceled Notes
(subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes shall be delivered to the Company. Subject to Section 2.07, the Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation. 
  

	Section	2.12. Defaulted Interest. 

  
 If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount
of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10
days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or
cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 
  
 ARTICLE 3 
 REDEMPTION AND PREPAYMENT

  

	Section	3.01. Notices to Trustee. 

  
 In addition to Section 3.07 hereof, the Company may, with respect to any Notes, reserve the right to redeem and pay the Notes or may covenant to redeem
and pay the Notes or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Notes. If a Series of Notes is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity
thereof all or part of the Notes pursuant to the Terms of such Notes, it shall notify the Trustee of the redemption date and the principal amount of Notes to be 

  

 14 








 
redeemed. The Company shall give the notice at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).

  
 Section 3.02. Selection of Notes to Be Redeemed. 
  
 If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro
rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than
30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 
  
 The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount
of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for
redemption. 
  
 Section 3.03. Notice of Redemption. 
  
 At least 30 days but not more than 60 days before a redemption date, or such
other time as shall be required by order of any applicable Gaming Authority, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

  
 The notice shall identify the Notes to be redeemed and shall
state: 
  
 (a) the redemption date; 
  
 (b) the redemption price; 
  
 (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 
  
 (d) the name and address of the Paying Agent; 
  
 (e) that Notes called for redemption must be surrendered to the Paying Agent
to collect the redemption price; 
  
 (f) that, unless the Company
defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 
  

 15 








 (g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for
redemption are being redeemed; and 
  
 (h) that no representation
is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
  
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the
Company shall have delivered to the Trustee pursuant to Section 3.01, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

  
 Section 3.04. Effect of Notice of Redemption. 
  
 Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
  
 Section 3.05. Deposit of Redemption Price. 
  
 One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary
to pay the redemption price of, and accrued interest on, all Notes to be redeemed. 
  
 If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is
redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.
If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such
principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
  
 Section 3.06. Notes Redeemed in Part. 
  
 Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 
  

 16 








 Section 3.07. Gaming Redemption 
  

(a) Notwithstanding any other provision of this Indenture, if any Gaming Authority: (1) requests or requires a holder or beneficial owner of Notes to
appear before, submit to the jurisdiction of or provide information to, such Gaming Authority and such holder or beneficial owner either refuses to do so or otherwise fails to comply with such request or requirement within a reasonable period of
time; or (2) determines that any holder or beneficial owner of Notes is not suitable or qualified with respect to beneficial ownership of the Notes, then the Company may: (1) require that such holder or beneficial owner dispose of its Notes within
30 days (or such earlier date as required by the Gaming Authority) of (A) termination of the 30-day period described above for the holder or beneficial owner to apply for a license, qualification or finding of suitability or (B) the receipt of the
notice from the Gaming Authority that the holder or beneficial owner will not be licensed, qualified or found suitable; or (2) redeem the Notes of such holder or beneficial owner at a price equal to the lesser of (A) the price at which such holder
or beneficial owner acquired such Notes or (B) the Fair Market Value of such Notes or, if the Notes are listed on a national securities exchange, the last reported sale price on the date the Company notifies such holder or beneficial owner of the
redemption. 
  
 (b) Immediately upon a determination that a holder
or beneficial owner will not be licensed, qualified or found suitable, the holder or beneficial owner will have no further rights (1) to exercise any right conferred by the Notes, directly or indirectly, through any trustee, nominee or any other
Person or entity, or (2) to receive any interest or other distribution or payment with respect to the Notes or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The holder or
beneficial owner applying for a licenses, qualification or finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability. 
  
 ARTICLE 4 
 COVENANTS 
  
 Section 4.01. Payment of Notes. 
  
 The Company shall pay or cause to be paid the principal of, premium, if any,
and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 
  
 Section 4.02. Maintenance of Office or Agency. 
  
 The Company shall maintain in the Borough of Manhattan, the City of New York,
an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to 

  

 17 








 
maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee. 
  
 The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03.

  
 Section 4.03. Commission Reports and Reports to Holders. 
  
 Whether or not required by the rules and regulations of the SEC, so long as
any Notes are outstanding, the Company shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to
file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent
accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations. In
addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and
regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a). 
  
 Section 4.04. Compliance Certificate. 
  
 (a) The Company shall deliver to the Trustee, within 90 days after the end of
each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of or 

  

 18 








 
interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to
take with respect thereto. 
  
 (b) So long as not contrary to the
then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Company’s independent public
accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has
violated any provisions of Article 4 or Article 5 hereof 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) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect thereto. 
  

	Section	4.05. Taxes. 

  
 The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies except such as are contested in good faith and by appropriate
proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 
  
 Section 4.06. Stay, Extension and Usury Laws. 
  
 The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted. 
  
 Section
4.07. Corporate Existence. 
  
 Subject to Article 5 hereof, the
Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 
  

 19 








 ARTICLE 5 
 SUCCESSORS 
  
 Section 5.01. Merger, Consolidation
or Sale of Assets. 
  
 The Company will not consolidate with,
merge with or into or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any Person or
permit any Person to merge with or into the Company unless: (i) the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or that acquired or leased such
property and assets of the Company shall be a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to
the Trustee, all of the obligations of the Company on all of the Notes and under the Indenture; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. 
  
 The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. 
  
 Section 5.02. Successor Corporation Substituted. 
  
 Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such
sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets that meets
the requirements of Section 5.01 hereof. 
  
 ARTICLE 6 

DEFAULTS AND REMEDIES 
  
 Section 6.01. Events of Default 
  
 Each of the following constitutes an Event of Default: 
  
 (a) default in the payment of principal of or premium, if any, on any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise whether or not such payment is prohibited by Article 10; 
  

 20 








 (b) default in the payment of interest on any Note when the same becomes due and payable, and such
default continues for a period of 30 days whether or not such payment is prohibited by Article 10; 
  
 (c) failure by the Company or any of its Subsidiaries to comply with the provisions of Section 5.01 hereof; 
  
 (d) failure by the Company or any of the Subsidiary Guarantors to observe or
perform any covenant or agreement in this Indenture or the Notes (other than a default under clause (a), (b) or (c) of this Section 6.01) for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; 
  
 (e) the occurrence with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount
of $             million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (i) an event of default
that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such
acceleration and/or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; 
  
 (f) a court having jurisdiction in the premises enters a decree or order for
(A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the
Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days; 
  
 (g) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or 
  
 (h) except as permitted by the Indenture, any Subsidiary Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its
obligations under its Subsidiary Guarantee. 
  

 21 








 Section 6.02. Acceleration 
  
 If an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs with respect to the Company) occurs and
is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the
Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued
interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (e) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically
rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (e) of Section 6.01 shall be remedied or cured by the Company or the relevant Significant Subsidiary or waived by the holders of the relevant
Indebtedness within 60 days after the declaration of acceleration with respect thereto. If an Event of Default specified in clause (g) or (h) of Section 6.01 occurs with respect to the Company, the principal of, premium, if any, and accrued interest
on the Notes then outstanding 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. The Holders of at least a majority in principal amount of the outstanding Notes
by written notice to the Company and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal of, premium,
if any, and accrued interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived and (ii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

  
 Section 6.03. Other Remedies. 
  
 If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law. 
  
 Section 6.04. Waiver
of Past Defaults. 
  
 Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium, or interest on, the Notes (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon 

  

 22 








 
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  
 Section 6.05. Control by Majority. 
  
 Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Notes or that may involve the Trustee in personal liability. 
  
 Section 6.06. Limitation on Suits. 
  
 A Holder of a Note
may pursue a remedy with respect to this Indenture or the Notes only if: 
  
 (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 
  
 (b) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; 

 
 (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; 
  
 (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity;
and 
  
 (e) during such 60-day period the Holders of a majority in
principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. 
  
 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note. 
  
 Section 6.07. Rights of Holders of Notes to Receive Payment.

  
 Notwithstanding any other provision of this Indenture, but
subject to Article 10 hereof, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
  
 Section 6.08. Collection Suit by Trustee. 
  
 If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust 

  

 23 








 
against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

  
 Section 6.09. Trustee May File Proofs of Claim. 
  
 The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes
allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under
any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  

Section 6.10. Priorities. 
  
 If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: 
  
 First: to the Trustee, its agents and attorneys for amounts
due under Sections 6.08 and 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
  
 Second: to Holders of Notes for amounts due and unpaid on
the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and 
  
 Third: to the Company or to such party as a court of
competent jurisdiction shall direct. 
  

 24 








 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.10. 
  
 Section 6.11. Undertaking for Costs. 
  
 In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
  
 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 its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

  
 (i) the duties of the Trustee shall be
determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and 
  
 (ii) in the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Indenture. 
  
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that: 
  
 (i) this
paragraph does not limit the effect of paragraph (b) of this Section; 
  
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  

 25 








 (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
  
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section. 
  
 (e) No provision of this
Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 
  
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  
 (g) The Trustee, at the expense of the Company, shall reasonably cooperate with any Gaming Authority of any jurisdiction in which the Company or any of
its Subsidiaries conducts or proposes to conduct gaming and shall produce any document or information in its possession as any of them may request. 
  
 Section 7.02. Rights of Trustee. 
  
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
  
 (d) The Trustee shall not be liable for any action it takes or omits to take
in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
  
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company. 
  
 (f) The Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders 

  

 26 








 
shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction. 
  
 Section 7.03. Individual Rights of Trustee.

  
 The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee has or acquires any conflicting interest within
the meaning of the TIA and the Notes are in default, it must eliminate such conflict within 90 days if the default to which such conflicting interest relates has not been cured or duly waived or otherwise eliminated before the end of such 90-day
period, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  
 Section 7.04. Trustee’s Disclaimer. 
  
 The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other
document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
  
 Section 7.05. Notice of Defaults. 
  
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes and the agent bank
under the Credit Facility (the “Agent Bank”), a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any
Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. Any change in the identity or address of the
Agent Bank shall be effective only if the Trustee receives written notice of the change, specifically providing that the change is effective for any notices to the Agent Bank under the Indenture. If payment of the Notes is accelerated because of an
Event of Default, the Trustee shall promptly notify the Agent Bank in accordance with this Section of such acceleration. 
  
 Section 7.06. Reports by Trustee to Holders of the Notes. 
  
 Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c). 
  

 27 








 A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company
and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange. 
  
 Section 7.07. Compensation and Indemnity. 
  
 The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder or as agreed to in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation for ordinary
and extraordinary services, disbursements and expenses of the Trustee’s agents and counsel. 
  
 The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company
or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The
Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent; provided that the Company 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 Company and the Trustee in connection with such defense. The Company need not reimburse any expense or indemnify
any loss or liability to the extent incurred by the Trustee through its gross negligence, bad faith or willful misconduct. 
  
 The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. 
  
 To secure the Company’s payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

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

 28 








 The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

  
 Section 7.08. Replacement of Trustee. 
  
 A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 
  
 The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 
  
 (a) the Trustee fails to comply with Section 7.10 hereof; 
  
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law; 
  
 (c) a custodian or public officer takes
charge of the Trustee or its property; or 
  
 (d) the Trustee
becomes incapable of acting. 
  
 If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
  
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the
Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
  
 If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with
Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
  

 29 








 Section 7.09. Successor Trustee by Merger, Etc. 
  
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any further act shall be the successor Trustee. 
  
 Section 7.10. Eligibility; Disqualification. 
  
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

  
 This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b). 
  
 Section 7.11. Preferential Collection of Claims Against Company. 
  
 The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed
shall be subject to TIA Section 311(a) to the extent indicated therein. 
  
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. 
  
 The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 
  
 Section 8.02. Legal Defeasance and Discharge. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes
of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust
fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the 

  

 30 








 
principal of, interest, and premium, if any, on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Subsidiary Guarantors’ obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
  
 Section 8.03. Covenant Defeasance. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.03, 4.04 and 4.07 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, amendment, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or
an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default. 
  
 Section 8.04. Conditions to Legal or Covenant Defeasance. 
  
 The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes: 
  
 In order to
exercise either Legal Defeasance or Covenant Defeasance: 
  
 (a)
the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

  
 (b) in the case of an election under Section 8.02 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or
(B) since the date of this Indenture, there has been a change 

  

 31 








 
in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred; 
  
 (c) in the
case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred; 
  
 (d) no Default or Event of
Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to
this Article 8 concurrently with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; 
  
 (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
  
 (f) the Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that, assuming no intervening bankruptcy of the Company or any Subsidiary between the date of deposit and the 91st day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy
law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; 
  
 (g) the Company shall have delivered to the Trustee an Officers’
Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company
or others; and 
  
 (h) the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  
 Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. 
  
 Subject to Section 8.06 hereof, all
money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through 

  

 32 








 
any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
  
 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
  
 Section 8.06. Repayment to
Company. 
  
 Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall
be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  
 Section 8.07. Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section
8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall 

  

 33 








 
be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
  
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
  
 Section 9.01. Without Consent of Holders of Notes. 
  
 Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note: 

 
 (a) cure any ambiguity, defect or inconsistency in the Indenture; provided
that such amendments do not adversely affect the interests of the Holders in any material respect; 
  
 (b) comply with the provisions of Article 5 hereof; 
  
 (c) comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; 
  
 (d) evidence and provide for the acceptance of appointment by a successor
Trustee; or 
  
 (e) make any change that, in the good faith
opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder; 
  
 (f) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially and adversely affect the rights of any Holder; or 
  
 (g) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes. 
  
 Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
  
 Section 9.02. With Consent of Holders of Notes. 
  
 Except as provided below in this Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender 

  

 34 








 
offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than
a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 
  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. 
  
 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance thereof. 
  
 After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
  
 (a) change the Stated Maturity of the principal of, or any installment of interest on, any Note; 
  
 (b) reduce the principal amount of, or premium, if any, or interest on, any
Note; 
  
 (c) change the place or currency of payment of principal
of, or premium, if any, or interest on, any Note; 
  
 (d) impair
Holders’ right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the date of such redemption) of any Note; 
  
 (e) waive a Default or Event of Default in the payment of principal of or
premium or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a 

  

 35 








 
majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted
from such acceleration); 
  
 (f) modify Article 10 in any manner
adverse to the Holders; or 
  
 (g) reduce the principal amount or
percentage of Notes whose Holders must consent to an amendment, supplement or waiver hereunder. 
  
 Section 9.03. Compliance with Trust Indenture Act. 
  
 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect. 
  
 Section 9.04. Revocation and Effect of Consents. 
  
 Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
  
 Section 9.05. Notation on or Exchange of Notes. 
  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
  
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 
  
 Section 9.06. Trustee to Sign Amendments, Etc. 
  
 The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be
entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this Indenture. 
  

 36 








 ARTICLE 10 
 SUBORDINATION 
  
 Section 10.01. Agreement to
Subordinate. 
  
 The Company agrees, and each Holder by accepting
a Note agrees, that the payment of the Senior Subordinated Obligations will, to the extent set forth herein, be subordinated in right of payment to the prior payment in full, in cash or cash equivalents, of all Obligations due in respect of existing
and future Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness. 
  
 Section 10.02. Liquidation; Dissolution; Bankruptcy. 
  
 Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and
liabilities: 
  
 (i) holders of Senior
Indebtedness will be entitled to receive payment in full in cash or cash equivalents of all Obligations due in respect of Senior Indebtedness (including, with respect to Designated Senior Indebtedness, any interest accruing after the commencement of
any proceeding described below at the rate specified in the applicable Designated Senior Indebtedness whether or not interest is an allowed claim enforceable against the Company in such proceeding) before the Holders of Notes will be entitled to
receive any payment on account of Senior Subordinated Obligations or any payment to acquire any of the Notes for cash, property or securities, or any distribution with respect to the Notes of any cash, property or securities (except that Holders of
Notes may receive and retain payments made from the trust described in Article 8 hereof), in the event of any distribution to creditors of the Company: (1) in a liquidation or dissolution of the Company; (2) in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its property; (3) in an assignment for the benefit of creditors; or (4) in any marshaling of the Company’s assets and liabilities. 
  
 (ii) until all Obligations due with respect to Senior
Indebtedness (including, with respect to Designated Senior Indebtedness, any interest accruing after the commencement of any proceeding described before at the rate specified in the applicable Designated Senior Indebtedness whether or not interest
is an allowed claim enforceable against the Company in such proceeding) are paid in full in cash or cash equivalents, any such distribution to which Holders would be entitled shall be made to the holders of Senior Indebtedness (except that Holders
may receive and retain payments made from the trust described in Article 8 hereof). 
  

 37 








 Section 10.03. Default On Designated Senior Indebtedness. 
  
 (a) The Company and the Subsidiary Guarantors may not make any payment in respect of any Senior Subordinated Obligations
(except in (A) Permitted Junior Securities or (B) from the trust described in Article 8 hereof) nor may any amounts be set aside or deposited pursuant to Article 8 if: 
  
 (i) a payment default on Designated Senior Indebtedness occurs and is continuing beyond any applicable grace
period; or 
  
 (ii) any other default occurs and
is continuing on any series of Designated Senior Indebtedness that permits holders of that series of Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”)
from the trustee or other representative for the holders of any Designated Senior Indebtedness, or the holders of at least a majority of the outstanding principal amount of such Designated Senior Indebtedness. No new Payment Blockage Notice may be
delivered unless and until: (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (B) all scheduled payments of principal, interest and premium on the Notes that have come due have been paid in full in
cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. 
  
 (b) Payments on the Notes and the Subsidiary Guarantees may and shall be
resumed: 
  
 (i) in the case of a payment
default, upon the date on which such default is cured or waived; and 
  
 (ii) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received. 
  
 Section 10.04. Acceleration of Notes. 
  
 If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Indebtedness of the acceleration. 
  
 Section 10.05. When Distribution Must Be Paid Over. 
  
 In the event that the Trustee or any Holder receives any payment of any Senior Subordinated Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited
by Section 10.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness as their interests may
appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to
Senior Indebtedness 

  

 38 








 
remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness. 
  
 With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to
the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if the Trustee
shall pay over or distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 10, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee. 
  
 Section 10.06. Notice
by Company. 
  
 The Company shall promptly notify the Trustee,
holders of Senior Indebtedness and the Paying Agent of any facts known to the Company that would cause a payment of any Senior Subordinated Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not
affect the subordination of the Notes to the Senior Indebtedness as provided in this Article 10. 
  
 Section 10.07. Subrogation. 
  
 Subject to the payment in full, in cash or cash equivalents, of all Senior Indebtedness, the Holders of Notes shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the
Company applicable to the Senior Indebtedness until all amounts owing on the Notes shall be paid in full, in cash or cash equivalents, and for the purpose of such subrogation no payments or distributions to the holders of Senior Indebtedness by or
on behalf of the Holders by virtue of this Article 10, which otherwise would have been made to the Holders, shall, as between the Company and the Holders, be deemed to be payment by the Company to holders or on account of the Senior Indebtedness, it
being understood that the provisions of this Article 10 are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior Indebtedness, on the other hand. 
  
 If any payment or distribution to which the Holders would otherwise have been
entitled but for the provisions of this Article 10 shall have been applied, pursuant to the provisions of this Article 10, to the payment of all amounts payable under the Senior Indebtedness, then the Holders shall be entitled to receive from the
holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all amounts payable under or in respect of the Senior Indebtedness in full, in cash or cash
equivalents. 
  
 Section 10.08. Relative Rights. 
  
 This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Indebtedness. Nothing in this Indenture shall: 
  
 (i) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms; 
  

 39 








 (ii) affect the relative rights of Holders of Notes and creditors of the Company other
than their rights in relation to holders of Senior Indebtedness; or 
  
 (iii) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Indebtedness to receive distributions
and payments otherwise payable to Holders of Notes. 
  
 If the
Company fails because of this Article 10 to pay principal of or interest on a Note on the due date, the failure is still a Default or Event of Default. 
  
 Section 10.09. Subordination May Not Be Impaired By Company. 
  
 No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture. 
  
 Section 10.10. Distribution Or Notice to Representative. 
  
 Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their
Representative. 
  
 Upon any payment or distribution of assets of
the Company referred to in this Article 10, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. 
  
 Section 10.11. Rights of Trustee and Paying Agent. 
  

Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at its Corporate Trust
Office at least two Business Days prior to the date of such payment written notice of facts that would cause the payment of any Senior Subordinated Obligations with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. 
  


 40 








 The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights. 
  
 Section 10.12. Authorization To Effect Subordination. 
  
 Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section
6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes. 
  
 Section 10.13. Amendments. 
  
 The provisions of this Article 10 shall not be amended or modified without the written consent of the holders of all Senior
Indebtedness. 
  
 ARTICLE 11 
 SUBSIDIARY GUARANTEES 
  
 Section 11.01. Subsidiary Guarantee. 
  
 Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the
principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection. 
  
 The Subsidiary Guarantors hereby
agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary
Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that this 

  

 41 








 
Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
  
 If any Holder or the Trustee is required by any court or otherwise to return
to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary
Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
  
 Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed
hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in
Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary
Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. 
  
 Section 11.02. Subordination of Subsidiary Guarantee. 
  
 The Obligations of each Subsidiary Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 shall be junior and subordinated to the Senior Indebtedness of such Subsidiary Guarantor on the same basis as the Notes are junior and subordinated to Senior Indebtedness of the Company, as if and to the same extent the
same provisions were set out in this Article 11. For the purposes of the foregoing sentence, but without limiting the generality thereof, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Subsidiary
Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof, and are subject to the same turnover provisions. 
  
 Section 11.03. Limitation on Subsidiary Guarantor Liability. 
  
 Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in 

  

 42 








 
respect of the obligations of such other Subsidiary Guarantor under this Article 11, result in the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 
  
 ARTICLE 12 
 MISCELLANEOUS 
  
 Section 12.01. Trust Indenture Act Controls. 
  
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control.

  
 Section 12.02. Notices. 
  
 Any notice or communication by the Company, any Subsidiary Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the
others’ address: 
  
 If to the Company and/or any Subsidiary
Guarantor: 
  
 Isle of Capri Casinos, Inc. 
 1641 Popps Ferry Road 
 Biloxi, Mississippi
39532 
 Attention: Chief Financial Officer 
  
 With a copy to: 
  
 Mayer, Brown, Rowe & Maw LLP 
 190 South
LaSalle Street 
 Chicago, Illinois 60603 
 Attention: Paul W. Theiss 
  
 If to the Trustee:

  
 _____________________________________ 
 _____________________________________ 
 _____________________________________ 
 _____________________________________ 
 _____________________________________ 
 _____________________________________ 
 _____________________________________ 
  
 The Company, any Subsidiary Guarantor or the Trustee, by notice to the others
may designate additional or different addresses for subsequent notices or communications. 
  
 All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; 

  

 43 








 
when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next
day delivery. 
  
 Any notice or communication to a Holder shall be
mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed
to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
  
 If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it. 
  
 If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 
  

Section 12.03. Communication by Holders of Notes with Other Holders of Notes. 
  

Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company,
the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 
  
 Section 12.04. Certificate and Opinion as to Conditions Precedent. 
  
 Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

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

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

 44 








 (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
  
 (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 
  
 Section 12.06. Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  
 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. 
  
 No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company or such Subsidiary Guarantor under the Notes, the Subsidiary Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
  
 Section 12.08. Governing Law. 
  
 THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 Section 12.09. No Adverse Interpretation of Other Agreements. 
  
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 Section 12.10. Successors. 
  
 All agreements of the
Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Subsidiary Guarantor in this Indenture shall bind its successors. 
  
 Section 12.11. Severability. 
  
 In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  

 45 








 Section 12.12. Counterpart Originals. 
  
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. 
  
 Section 12.13. Table of Contents, Headings, Etc.

  
 The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
  
 [Signatures on following page] 
  

 46 








 SIGNATURES 
  


									
	 Dated as of _______________________________________
	 	 	 	 ISLE OF CAPRI CASINOS, INC.

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title:


  

									
	 	 	 	 	 [SUBSIDIARY GUARANTORS]

					
	 	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 	 	 Title: