EXHIBIT 4.1

FULL HOUSE RESORTS, INC.

as Company

THE GUARANTORS (AS NAMED HEREIN)

AND

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee, Collateral Agent

and Calculation Agent

TABLE OF CONTENTS

This INDENTURE, dated as of February 2, 2018 (this " Indenture "), is by and among Full House Resorts, Inc., a Delaware corporation (such company and any successor, the " Company "), the Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (such institution and any successor, the " Trustee "), as Collateral Agent (as defined herein) and as Calculation Agent (as defined herein).

WITNESSETH:

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Senior Secured Notes due 2024 to be issued by the Company and guaranteed by the Guarantors (the " Notes ").

WHEREAS, the Company and the Guarantors are entering into this Indenture to establish the form and terms of the Notes.

WHEREAS, all conditions necessary to authorize the execution and delivery of this Indenture and to make it a valid and binding obligation of the Company and the Guarantors have been done or performed and the Company and the Guarantors have done or performed all things necessary to make the Notes and the guarantee by the Guarantors, when the Notes are executed by the Company and authenticated and delivered by or on behalf of the Trustee and duly issued by the Company, the valid obligations of the Company and the Guarantors.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01     Definitions.

The following are definitions used in this Indenture:

" 144A Global Note " means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

" Additional Amount " means any payments made under or with respect to the Notes or any Note Guarantee, including payments of principal, redemption price, interest or premium.

" Additional Notes " means any Notes (other than Initial Notes) issued under this Indenture in accordance with Sections 2.01 , 2.02 and 2.13 of this Indenture, as part of the same series as the Initial Notes.

" Affiliate " means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

" Agent " means any Registrar, co-registrar, Paying Agent, Calculation Agent or any other agent appointed pursuant to this Indenture.

" Anti-Corruption Laws " shall mean all laws, rules, and regulations of any jurisdiction applicable to the Company or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including without limitation the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010 and other similar legislation in any other jurisdictions.

" Anti-Terrorism Laws " shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced).

" Applicable Premium" means, with respect to any Note on any redemption date, the greater of:

1.0% of the principal amount of the Note; or

the excess, if any, of:

(a)    the present value at such redemption date of (x) the redemption price of such Note at February 2, 2019 (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (y) all required interest payments due on the Note through February 2, 2019 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)    the principal amount of the Note.

The Applicable Premium shall be reasonably determined by the Company or on behalf of the Company by such Person as the Company shall designate. The Trustee shall have no duty to calculate or verify the calculations of the Applicable Premium.

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

" Applicable Rate " means a rate equal to the sum of (i) LIBOR plus (ii) 7.000%, as determined by the Calculation Agent; provided that such Applicable Rate shall increase by 0.500% from and after any CEO Divestment Date.

" Assignment of Entitlements " means each of the assignments of entitlements, contracts, rents and revenues in relation to each of Bronco Billy’s Casino, Grand Lodge Casino, Rising Star Casino Resort, Silver Slipper Casino and Stockman’s Casino.

" Attributable Indebtedness " means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

" Bankruptcy Law " means any applicable bankruptcy, insolvency or other similar law now or hereafter in effect.

" Beneficial Holder " means, a holder of a beneficial interest in a Global Note or a Holder of a Definitive Note.

" beneficial owner " has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms "beneficially owns" and "beneficially owned" have a corresponding meaning.

" Blocked Person " means any of the following:

(a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;

(c) a Person with which the Trustee, the Collateral Agent or any Holder is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(d) a Person that commits, threatens or conspires to commit or supports "terrorism" (as defined in the Executive Order No. 13224);

(e) a Person that is named as a "specially designated national" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

(f) a Person affiliated or associated with any Person in clauses (a) through and including (e) above.

" Board of Directors " means:

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

(b) with respect to a partnership, the board of directors of the general partner of the partnership;

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

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

" Board Resolution " means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

" Bond Documents " means, collectively, (a) this Indenture, (b) the Notes, (c) the Note Guarantees, (d) the Collateral Documents, and (e) any other document or certificate executed by the Company or any Related Party, for the benefit of the Trustee, the Collateral Agent, any Holder or any other Secured Party in connection with this Indenture or any other Bond Document.

" Bronco Billy’s Casino " means, collectively, the Bronco Billy’s Hotel & Casino, Buffalo’s Casino, and Billy’s Casino, each located in Cripple Creek, Colorado, but excluding in all cases the Cripple Creek Expansion Project.

" Business Day " means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or the jurisdiction of the place of payment are authorized or required by law to close.

" Calculation Agent " means Wilmington Trust, National Association.

" Called Premium " means, with respect to any Note, the relevant percentage corresponding to the time period shown in the table appearing in Section 3.07(b).

" Capital Expenditures " means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase

price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such insurance proceeds, as the case may be.

" Capitalized Leases " means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

" Cash Equivalents " means any of the following types of Investments, to the extent owned by the Company or any of its Restricted Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Holder or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(c) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least "Prime-1" (or the then equivalent grade) by Moody’s or at least "A-1" (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

(d) Investments, classified in accordance with GAAP as current assets of the Company or any of its Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

" CEO Divestment Date " means any date that Dan Lee, during a period he is acting as Chief Executive Officer of the Company, reduces his Equity Interests in the Company by 50% or more from his Equity Interests held on the Issue Date (excluding any impact of dilution).

" Change of Control " means an event or series of events by which:

(a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the beneficial owner (except that a person or group shall be deemed to have "beneficial ownership" of all securities that such

person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an " option right ")), directly or indirectly, of (i) in the case of the Permitted Holders or any "group" that includes a Permitted Holder, 49.9% and (ii) in all other cases, 35% or more of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such "person" or "group" has the right to acquire pursuant to any option right); or

(b) during any consecutive twelve-month period commencing on or after the Issue Date, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of at least a majority of the members of the Board of Directors then in office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office, except for any such change resulting from (x) death or disability of any such member, (y) satisfaction of any requirement for the majority of the members of the Board of Directors of the Company to qualify under applicable law as independent directors, or (z) the replacement of any member of the Board of Directors who is an officer or employee of the Company with any other officer or employee of the Company or any of its Affiliates; or

(c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Company, or control over the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such Person or Persons have the right to acquire pursuant to any option right) representing (i) in the case of Permitted Holders or any Persons acting in concert with the Permitted Holders, 49.9% and (ii) in all other cases, 35% or more of the combined voting power of such securities; or

(d) Dan Lee is no longer serving as chief executive officer of the Company, unless the Company appoints a replacement chief executive officer reasonably acceptable to the Required Noteholders within the consecutive twelve months following the date of departure of Dan Lee as chief executive officer, provided that any of Lewis Fanger and Ellis Landau shall be deemed acceptable to the Required Noteholders; or

(e) a "change of control" or any comparable term under, and as defined in, any Indebtedness in an aggregate principal amount in excess of $2,000,000 shall have occurred.

" Clearstream " means Clearstream Banking, S.A. or its successors.

" Code " means the Internal Revenue Code of 1986, as amended from time to time, the regulations promulgated thereunder and any successor thereto.

" Collateral " means all of the "Collateral" and "Mortgaged Property" referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties. For the avoidance of doubt, the Excluded Collateral shall not constitute Collateral for any purpose.

" Collateral Agent " means Wilmington Trust, National Association, in its capacity as collateral agent for the Secured Parties and its successors in such capacity as provided in Article VII .

" Collateral Documents " means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, the Assignments of Entitlements, the Environmental Indemnity Agreements, each of the mortgages, collateral assignments, Security Agreement Supplements, IP Security Agreement Supplements, security agreements, pledge agreements, deposit account control agreements, securities account control agreements or other similar agreements delivered to the Collateral Agent or the Trustee pursuant to Section 4.18 , and each of the other agreements, instruments or documents that creates or purports to create or perfect a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

" Commodity Exchange Act " means the Commodity Exchange Act (7 U.S.C. ß 1 et seq.) as amended from time to time, and any successor statute.

" Common Stock " means, with respect to any Person, any and all shares of such Person’s common stock or ordinary shares, whether or not outstanding on the Issue Date, and include without limitation all series and classes of such common stock or ordinary shares.

" Compliance Certificate " means a certificate substantially in the form of Exhibit F .

" Consolidated EBITDA " means, at any date of determination, an amount equal to Consolidated Net Income of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income taxes payable, (iii) depreciation and amortization expense, (iv) other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the Company and its Restricted Subsidiaries for such Measurement Period), (v) stock compensation expense, (vi) non-cash warrant-related expense, (vii) costs or expenses related to the consummation of the Transactions, (viii) pre-opening and other non-recurring expenses incurred in connection with the construction of the Cripple Creek Expansion Project contemplated as of the Issue Date, not to exceed $1,000,000 in the aggregate during the term of this Indenture, (ix) costs and expenses associated with development of the Indiana Project in an amount not to exceed $200,000 for the trailing four consecutive fiscal quarters and (x) non-recurring development expenses for new initiatives in an aggregate amount not to exceed $500,000 for the trailing four consecutive fiscal quarters, minus (b) the following to the extent included in

calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits, (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Company and its Restricted Subsidiaries for such Measurement Period), (iii) any interest income and (iv) any exceptional, unusual or nonrecurring gains. Pro forma credit shall be given for an acquired Person’s Consolidated EBITDA as if owned on the first day of the applicable period to the extent such acquisition of such Person was made by the Company or a Restricted Subsidiary; companies (or identifiable business units or divisions) sold, transferred or otherwise disposed of by the Company or a Restricted Subsidiary during any period will be treated as if not owned during the entire applicable period. Notwithstanding the foregoing, for purposes of determining Consolidated EBITDA for any period that includes the quarterly periods ending March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, the Consolidated EBITDA for each such quarterly period shall be deemed to be $4,594,000, $3,688,000, $6,379,000 and $2,339,000, respectively.

" Consolidated Funded Indebtedness " means, as of any date of determination, for the Company and its Restricted Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations under the Notes) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) all Attributable Indebtedness (excluding Specified Leases), (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Company or any Restricted Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than any joint venture that is itself a corporation or limited liability company) to the extent that the Company or a Restricted Subsidiary is liable or obligated in its capacity as a member, partner or other joint venture investor in such partnership or joint venture.

" Consolidated Interest Charges " means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with Indebtedness (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations, (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, and (d) without duplication, the net amounts payable (or minus the net amounts receivable) under Swap Contracts accrued during such period (whether or not actually paid or received during such period), in each case, of or by the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

" Consolidated Net Income " means, at any date of determination, the net income (or loss) of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) any after-tax effect of any extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income of any Restricted Subsidiary during such Measurement Period to the extent

that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Restricted Subsidiary during such Measurement Period, except that the Company’s equity in any net loss of any such Restricted Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary or such Person is an Unrestricted Subsidiary, except that the Company’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Company or a Restricted Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to the Company as described in clause (b) of this proviso), and (d) any income (or loss) for such Measurement Period of any Person accrued prior to the date such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any of its Restricted Subsidiaries or such Person’s assets are acquired by the Company or any of its Restricted Subsidiaries; provided further , that Estimated Business Interruption Insurance shall be included for such Measurement Period, provided , that (i) Consolidated Net Income shall exclude the amount of any business interruption insurance proceeds received in cash in respect of Estimated Business Interruption Insurance amounts previously included in Consolidated Net Income and (ii) to the extent that the amount of business interruption insurance proceeds ultimately determined to be payable in respect of the applicable event is greater or less than the Estimated Business Interruption Insurance previously included in the Consolidated Net Income in respect of such event, the amount of such surplus or shortfall, respectively, shall be added to or subtracted from Consolidated Net Income in the fiscal quarter in which such determination is made.

" Consolidated Working Capital " shall mean, at any date, the difference of (a) all amounts (other than cash and Cash Equivalents) that would be set forth opposite the caption "total current assets" (or any like caption) on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with GAAP on such date less (b) all amounts that would be set forth opposite the caption "total current liabilities" (or any like caption) on the consolidated balance sheet of the Company and its Restricted Subsidiaries in accordance with GAAP on such date, but excluding the current portion of any Indebtedness.

" continuing " means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

" Contractual Obligation " means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

" Control " means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. " Controlling " and " Controlled " have meanings correlative thereto.

" Controlled Account " means any Deposit Account or Securities Account (each as defined in the Security Agreement) of one or more of the Company and the Guarantors maintained at Capital One, National Association, Nevada State Bank, or another commercial bank selected in compliance with Section 4.37 , in the name of the Company or the applicable Guarantor, in which the Collateral Agent has a security interest perfected by "control" within the meaning of Section 9-104 of the Uniform Commercial Code.

" Corporate Trust Office " means the corporate trust office of the Trustee at which at any time its corporate trust business shall be administered, which office at the Issue Date is located at 50 South Sixth Street, Suite 1290, Minneapolis, MN, Attention: Full House Resorts Account Manager, or such other address as the Trustee may designate from time to time by notice to the Company, or the corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

" Covered Entities " means, collectively, (a) the Company and its Subsidiaries and all Guarantors and all pledgors of Collateral and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

" Cripple Creek Expansion Project " means the additional parking structure and hotel, casino and related amenities proposed for construction after the date hereof in Cripple Creek, Colorado substantially adjacent to the Bronco Billy Casino.

" Custodian " 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 Custodian with respect to the Notes, any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

" Debtor Relief Laws " means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

" Default " means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the 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 Section 2.06 hereof, in substantially the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto.

" 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 provisions of this Indenture.

" Designated Noteholders " means, at any time, the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding voting as a single class.

" Determination Date " means, with respect to an Interest Period, the second London Banking Day preceding the first day of such Interest Period.

" Disposition " or " Dispose " means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

" Dollar " and " $ " mean lawful money of the United States.

" Environmental Claim " shall mean any investigation, written notice, written notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

" Environmental Indemnity Agreement " means each of the environmental indemnity agreements in relation to each of Bronco Billy’s Casino, Grand Lodge Casino, Rising Star Casino Resort, Silver Slipper Casino and Stockman’s Casino.

" Environmental Laws " means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

" Environmental Liability " means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any Guarantor or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials, (e) any Hazardous Materials Activity or (f) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

" Environmental Permit " means any permit, approval, identification number, license or other authorization required under any Environmental Law.

" Equity Interests " means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time, the regulations promulgated thereunder and any successor thereto.

" ERISA Affiliate " means (i) any corporation that is a member of a controlled group of corporations with the Company or any Guarantor within the meaning of Section 414(b) of the Code; (ii) any trade or business (whether or not incorporated) under common control with the Company or any Guarantor within the meaning of Section 414(c) of the Code; and (iii) any Person treated as a single employer with the Company or any Guarantor under Section 414 of the Code for purposes of provisions relating to Section 412 or 430 of the Code. Any former ERISA Affiliate of the Company and its Restricted Subsidiaries shall continue to be considered an ERISA Affiliate of the Company and its Restricted Subsidiaries within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Company or any of its Restricted Subsidiaries and with respect to liabilities arising after such period for which the Company or any of its Restricted Subsidiaries could be liable under the Code or ERISA.

" ERISA Event " means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company, any Guarantor or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer" (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) by the Company, any Guarantor or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is "insolvent" (within the meaning of Section 4245 of ERISA); (d) the filing of a notice of intent to terminate or the treatment of any Plan amendment as a termination under Section 4041 or 4041A of ERISA of a Pension Plan or Multiemployer Plan; (e) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan is considered in "at-risk" status or in "endangered" or "critical status" within the meanings of Sections 430 or 432 of the Code or Sections 303 or 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company, any Guarantor or any ERISA Affiliate; (i) the failure by the Company, any Guarantor or any ERISA Affiliate to meet the minimum funding requirements of Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA with respect to any Pension Plan, whether or not waived; (j) the failure to make by its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA with respect to any Pension Plan, or the failure to make any required contribution or installment with respect to

withdrawal liability under Section 4201 of ERISA to a Multiemployer Plan; (k) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (l) the imposition of a Lien upon the assets of the Company, any Guarantor or any ERISA Affiliate pursuant to the Code or ERISA with respect to any Pension Plan; (m) the disqualification by the Internal Revenue Service of any Pension Plan under Section 401(a) of the Code or the receipt from the Internal Revenue Service of notice of failure of any Pension Plan (or any other Plan intended to be qualified under Section 401(a) of the Code) to qualify as such, or the determination by the Internal Revenue Service that any trust forming part of any Pension Plan (or any other Plan intended to qualify under Section 401(a) of the Code) fails to qualify for exemption from taxation under Section 501(a) of the Code or the receipt from the Internal Revenue Service of notice of failure to qualify as such; or (n) a violation of Section 436 of the Code.

" Estimated Business Interruption Insurance " means the amount (determined in good faith by senior management of the Company) of business interruption insurance the Company or any Restricted Subsidiary expects to collect with respect to any loss of, or damage to, or destruction of, any of the Company’s or any Restricted Subsidiary’s properties which has been closed or had its operations curtailed during the applicable Measurement Period and which amount is reasonably anticipated in good faith to be received no later than 9 months after such loss, damage or destruction; provided , that with respect to damage to any such property, such amount shall not, together with the actual Consolidated EBITDA generated at such property for the applicable Measurement Period, exceed the historical Consolidated EBITDA for the previous four complete quarters for such property ending prior to the date the damage occurred for which the financial results are available (or annualized if such property has less than four full quarters of operations, including for growth projects described on Schedule 1.01(a) ); provided further , that at any such time of determination or application, the relevant insurer has not denied coverage in writing or provided written notice of its intention to contest its obligation to provide coverage (but a written notice by an insurer of its intention to contest the amount of coverage shall not of itself disqualify any amount).

" Euroclear " means Euroclear Bank, S.A./N.V., as operator of the Euroclear system, or its successors.

" Excess Cash Flow " means, for any period, an amount (to the extent positive) equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

(iii) decreases in Consolidated Working Capital for such period, and

(iv) (A) the amount of business interruption insurance actually received in cash during such period (or portion thereof) in respect of any Estimated Business Interruption Insurance amounts previously included in Consolidated Net

Income in a prior period (or portion thereof) and (B) the amount of any reduction to Consolidated Net Income during such period (or portion thereof) due to clause (ii) of the proviso to the definition of "Consolidated Net Income";

minus

(b) the sum, without duplication, of

(i) an amount equal to the amount of all non-cash gains and credits included in arriving at such Consolidated Net Income,

(ii) the aggregate amount of all principal payments of Indebtedness of the Company and its Restricted Subsidiaries during such period made from Internally Generated Cash but excluding all redemptions of Notes (other than (x) any installments of Mandatory Amortization pursuant to Section 3.10(a) and (y) redemptions pursuant to Section 3.10(b) , but solely to the extent that the Disposition in question increased Consolidated Net Income, and not in excess of such increase); provided that with respect to any principal payments made in connection with revolving Indebtedness, solely to the extent accompanied by a permanent reduction in the related revolving commitment,

(iii) an amount equal to the aggregate net gain on Dispositions by the Company and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(iv) increases in Consolidated Working Capital for such period,

(v) (A) maintenance Capital Expenditures actually made by the Company and its Restricted Subsidiaries during such period to the extent funded from Internally Generated Cash in an aggregate amount not to exceed $4,500,000 in any fiscal year, and (B) any Capital Expenditures made in respect of the growth projects set forth on Schedule 1.01(a) to the extent funded from Internally Generated Cash; and

(vi) the Estimated Business Interruption Insurance which is included in Consolidated Net Income for such period and not received in cash during such period (or portion thereof).

For purposes of calculating Excess Cash Flow for any Excess Cash Flow Period, for each Permitted Acquisition or other similar acquisition permitted hereunder consummated during such Excess Cash Flow Period, (x) the Consolidated Net Income of a target of any Permitted Acquisition shall be included in such calculation only from and after the date of the consummation of such Permitted Acquisition and (y) for the purposes of calculating Consolidated Working Capital, the (A) total assets of a target of such Permitted Acquisition (other than cash and Cash Equivalents), as calculated as at the date of consummation of the applicable Permitted Acquisition, which may properly be classified as current assets on a consolidated balance sheet of Company and its Restricted Subsidiaries in accordance with GAAP

(assuming, for the purpose of this clause (A) , that such Permitted Acquisition has been consummated) and (B) the total liabilities of Company and its Restricted Subsidiaries, as calculated as at the date of consummation of the applicable Permitted Acquisition, which may properly be classified as current liabilities (other than the current portion of any long term liabilities and accrued interest thereon) on a consolidated balance sheet of Company and its Restricted Subsidiaries in accordance with GAAP (assuming, for the purpose of this clause (B) , that such Permitted Acquisition has been consummated), shall, in the case of both immediately preceding clauses (A)  and (B) , be calculated as the difference between the Consolidated Working Capital at the end of the applicable Excess Cash Flow Period from the date of consummation of the Permitted Acquisition or other similar acquisition permitted hereunder.

" Excess Cash Flow Period " shall mean each fiscal year of Company starting with the fiscal year ending December 31, 2018.

" Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

" Excluded Bank Accounts " means (i) any Deposit Account (as defined in the Security Agreement) that is a zero balance account and (ii) any deposit account or securities account so long as the average daily balance in all such deposit accounts or securities accounts does not exceed $250,000 in the aggregate for all such accounts.

" Excluded Collateral " means the "Excluded Collateral" as defined in Section 1.01 of the Security Agreement.

" Excluded Swap Obligation " means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

" Excluded Taxes " means, with respect to the Trustee or any Beneficial Holder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by the jurisdiction in which the Beneficial Holder is located, (c) U.S. federal withholding taxes to which payments to such recipient are subject under FATCA, (d) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Beneficial Holder that has failed to comply with clause (A) of Section 4.05(e)(2) , and (e) in the case of a Foreign Beneficial

Holder, any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Beneficial Holder pursuant to the Laws in force at the time such Foreign Beneficial Holder acquired its interest in a Note or (ii) is attributable to such Foreign Beneficial Holder’s failure to comply with clause (B) of Section 4.05(e)(2) , in each case, except to the extent that the assignor to such Foreign Beneficial Holder was entitled, at the time of such assignment, to receive additional amounts from the Company with respect to such withholding tax pursuant to Section 4.05 .

" Existing Senior Credit Facilities " means each of (i) that certain Amended and Restated First Lien Credit Agreement dated as of May 13, 2016, by and among Full House Resorts, Inc., as borrower, the lenders from time to time parties thereto and Capital One, National Association, as administrative agent for the lenders party thereto, and (ii) that certain Amended and Restated Second Lien Credit Agreement dated as of May 13, 2016, by and among Full House Resorts, Inc., as borrower, the lenders from time to time parties thereto and ABC Funding, LLC, as administrative agent for the lenders party thereto.

" Extraordinary Receipt " means any proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments; provided, however , that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, to the extent that such proceeds, awards or payments (a) in respect of loss or damage to equipment, fixed assets or real property are applied (or in respect of which expenditures were previously incurred) to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received in accordance with the terms of Section 3.10(d)(III) or (b) are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.

" FATCA " means Sections 1471 through 1474 of the Code, as of the date of this Indenture, and any regulations or official interpretations thereof.

" Flood Hazard Property " means a Mortgaged Property located in an area designated by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto).

" Flood Insurance Laws " means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

" Foreign Beneficial Holder " means any Beneficial Holder that is not a "United States person" as defined in Section 7701(a)(30) of the Code.

" FRB " means the Board of Governors of the Federal Reserve System of the United States.

" GAAP " means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

" Gaming Authorities " shall mean, in any jurisdiction in which the Company or any of its Subsidiaries owns, manages or conducts any racing, video lottery, riverboat and/or casino gaming operations or activities, the applicable gaming board, commission or other Governmental Authority which (a) has, or may at any time after the date hereof have, jurisdiction over any racing, video lottery, riverboat and/or casino gaming operations or activities of the Company or any of its Subsidiaries or any successor to such Governmental Authority or (b) is, or may at any time after the date hereof be, responsible for interpreting, administering and enforcing the Gaming Laws and which shall include, without limitation, the Nevada Gaming Commission, the Nevada Gaming Control Board, the Mississippi Gaming Commission, the Mississippi Department of Revenue, the Colorado Division of Gaming, the Colorado Limited Gaming Control Commission, and/or the Indiana Gaming Commission.

" Gaming Laws " shall mean all constitutions, treaties, laws, rules, regulations, orders, resolutions and other enactments applicable to racing, video lottery, riverboat and/or casino gaming operations or activities, including all laws, rules, regulations or orders involving the sale or distribution of liquor, beer or wine, as in effect from time to time, including the policies, interpretations and administration thereof by any Gaming Authorities, including, but not limited to the Nevada Gaming Control Act (NRS 463.010, et. seq. ), the Mississippi Gaming Control Act (Miss. Code Ann. ß 75-76-1 et. seq .), the Colorado Limited Gaming Act (Colo. Rev. Stat. ß 12-47.1-101 et seq.), and/or the Indiana Riverboat Gaming Act (Ind. Code ß 4-33 et seq.), in each case, together with any rules or regulations promulgated thereunder or related thereto.

" Gaming Licenses " shall mean any licenses, waivers, exemptions, findings, permits, franchises, approvals or other authorizations from any Gaming Authority or other Governmental Authority required at any time to own, lease, operate or otherwise conduct the racing, video lottery, riverboat and/or casino gaming operations or activities of the Company and/or any of its Subsidiaries, including all licenses, waivers, exemptions, findings, permits, franchises or other authorizations granted under Gaming Laws or any other applicable Law.

" Gaming Reserves " shall mean any mandatory gaming security reserves or other reserves required under applicable Gaming Laws or by directive of any Gaming Authorities.

" Global Note Legend " means the legend set forth in Section 2.06(f)(2) , which is required to be placed on all Global Notes issued under this Indenture.

" Global Notes " means the global Notes in the form of Exhibit A hereto issued in the name of the Depositary.

" Governmental Authority " means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority (including any Gaming Authority), instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

" Grand Lodge Casino " means the Grand Lodge Casino in Incline Village, Nevada.

" Guarantee " means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the " primary obligor ") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term " Guarantee " as a verb has a corresponding meaning.

" Guarantee Termination Date " means the date on which the indefeasible payment in full in cash and performance in full of the Obligations of each Guarantor has been received and completed.

" Guarantor " means, collectively, the Subsidiaries of the Company listed on Schedule 4.18 and each other Subsidiary of the Company that shall be required to execute and deliver a guarantee or guarantee supplement pursuant to Section 4.18(a) .

" Hazardous Materials " means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature defined as hazardous or regulated pursuant to any Environmental Law.

" Hazardous Materials Activity " shall mean any past, current or proposed activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession,

storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

" Holder " means a Person in whose name a Note is registered on the books and records of the Registrar.

" Immaterial Real Property " means (a) in the case of real property owned (or to be owned) by the Company or any of its Restricted Subsidiaries, the fair market value of such real property does not exceed $1,000,000 and (b) in the case of real property leased (or to be leased) by the Company or any of its Restricted Subsidiaries, the applicable lease is a space lease (as opposed to a ground lease) or the annual rental payment thereunder does not exceed $750,000.

" Indebtedness " means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than 60 days after the date on which such trade account was created);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; provided that any obligations to repurchase the Warrants at the option of the holder of such Warrants shall not constitute Indebtedness except to the extent the holders of the Warrants have exercised such put rights and the Company has failed to pay such put rights in cash; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than any joint venture that is itself a corporation or limited liability company) to the extent that the Company or a Restricted Subsidiary is liable or obligated in its capacity as a member, partner or other joint venture investor in such partnership or joint venture. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

" Indemnified Taxes " means Taxes other than Excluded Taxes.

" Indiana Project " the proposed satellite casino and multipurpose development in the State of Indiana.

" Indirect Participant " means a Person who holds a beneficial interest in a Global Note through a Participant.

" Initial Notes " means $100,000,000 aggregate principal amount of Notes issued under this Indenture on the Issue Date.

" Intellectual Property Security Agreement " means an intellectual property security agreement, in substantially the form of Exhibit H (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered from time to time pursuant to Section 4.18 , in each case as amended),

" Interest Amount " shall have the meaning set forth in paragraph 1 of the Note.

" Interest Payment Date " shall have the meaning set forth in paragraph 1 of the Note.

" Interest Period " means the period commencing on and including an Interest Payment Date and ending on and including the day immediately preceding the next succeeding Interest Payment Date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and exclude March 31, 2018; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date.

" Internally Generated Cash " shall mean cash resulting from operations of the Company and its Restricted Subsidiaries (including returns on Investments) and not constituting (w) proceeds of the issuance of (or contributions in respect of) Equity Interests, (x) proceeds of

Dispositions (other than in the ordinary course of business) and casualty events, (y) proceeds of the incurrence of Indebtedness or (z) Extraordinary Receipts.

" Investments " means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

" IP Rights " means trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights.

" IP Security Agreement Supplement " has the meaning specified in the applicable Intellectual Property Security Agreement.

" Issue Date " means the date of the original issuance of the Notes under this Indenture.

" Laws " means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

" LIBOR " means, with respect to an Interest Period, the rate per annum determined by the Calculation Agent to be the offered rate which appears on the page of the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page currently being the Reuters Page LIBOR 01 page) (the " LIBO rate ") for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time), on the Determination Date. If the LIBO rate does not appear on such page or service or if such page or service shall cease to be available, the Calculation Agent will request the principal London office of four of the banks described as "primary banks" on Schedule 1.01(e), to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount of Dollars for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, the rate for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request three of the banks described as "New York City banks" on Schedule 1.01(e), to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a Representative Amount in Dollars to

leading European banks for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, the rate for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then the rate for the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period. If adequate and reasonable means do not exist for ascertaining the LIBO rate for any requested Interest Period, including, without limitation, because the Reuters Page LIBOR 01 page is not available or published on a current basis and such circumstances are unlikely to be temporary, the Required Noteholders shall reasonably determine in consultation with the Company an alternate rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) taking into account and giving due consideration to the then prevailing market convention for determining a rate of interest for floating rate debt, which may be a screen rate, a fixed rate or a base/prime rate and such alternate rate shall become effective for all purposes of the Indenture and the other Bond Documents, as applicable, the Company agreeing to take all steps that the Required Noteholders may require to amend the Bond Documents, as provided in Section 9.02 of the Indenture to give effect to such alternate rate. Notwithstanding the foregoing provisions of this definition, LIBOR shall in no event be less than 1.00% per annum. The Calculation Agent shall have (i) no responsibility for the selection of an alternative rate as a successor or replacement benchmark for the LIBO rate and (ii) no liability for any failure or delay in performing its obligations hereunder as a result of the unavailability of a LIBO rate as described in this definition.

" License Revocation " shall mean the revocation, failure to renew or suspension of, or the appointment of a receiver, trustee or similar official with respect to, any Gaming License or the racing, video lottery, riverboat and/or casino gaming operations or activities of the Company or any of its Restricted Subsidiaries.

" Lien " means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

" London Banking Day " is any day on which dealings in Dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

" Material Adverse Effect " shall mean (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, or condition (financial or otherwise) of the Company and its Restricted Subsidiaries taken as a whole, (b) a material impairment of the rights and remedies of the Trustee, the Collateral Agent or any of the Holders under any Bond Document or any related document, instrument or agreement; (c) a material and adverse effect on the ability of the Borrower and the Guarantors to perform their obligations under any Bond Document, (d) a material adverse effect upon the legality, validity, binding effect or enforceability against the Company or any Guarantor of any Bond Document to which it is a party, or (e) a material adverse change in the Trustee’s, the Collateral Agent’s or any Holder’s security interest in the Collateral or the perfection or priority of such security interests.

" Material Contract " means, (a) initially, each of the contracts listed on Schedule 1.01(b) and (b) each other contract to which the Company or any of its Restricted Subsidiaries becomes a party after the Issue Date for which breach, nonperformance, cancellation or failure to renew would reasonably be expected to have a Material Adverse Effect.

" Maturity Date " means the sixth anniversary of the Issue Date; provided, however , that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

" Measurement Period " means, at any date of determination, the most recently completed four fiscal quarters of the Company.

" Moody’s " means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

" Mortgaged Properties " means, initially, the owned real properties and leasehold and subleasehold interests of the Company and the Guarantors specified on Schedule 1.01(c) , and shall include each other parcel of real property and improvements thereto and fixtures thereon with respect to which a Mortgage is required to be granted pursuant to Section 4.18 .

" Mortgages " means the deeds of trust, trust deeds, deeds to secure debt, mortgages, ship mortgages, leasehold mortgages and leasehold deeds of trust, in the form reasonably satisfactory to the Collateral Agent and the Required Noteholders (together with the Assignments of Leases and Rents referred to therein and each other mortgage delivered from time to time pursuant to Section 4.18 , in each case as amended).

" Multiemployer Plan " means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company, any Guarantor or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six (6) plan years, has made or been obligated to make contributions.

" Multiple Employer Plan " means a Plan which has two or more contributing sponsors (including the Company, any Guarantor or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

" Net Cash Proceeds " means,

(a) with respect to any Disposition by the Company or any of its Restricted Subsidiaries, or any Extraordinary Receipt received or paid to the account of the Company or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Bond Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Company or such Restricted Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in

connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and

(b) with respect to the incurrence or issuance of any Indebtedness by the Company or any of its Restricted Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable out-of-pocket expenses, incurred by the Company or such Restricted Subsidiary in connection therewith.

" Non-Recourse Debt " means Indebtedness for borrowed money incurred by any Unrestricted Subsidiary that is incurred to finance the development, construction, ownership or operation of the Cripple Creek Expansion Project; provided that (a) such Debt is without recourse to the Company or any Restricted Subsidiary or to any property or assets of the Company or any Restricted Subsidiary (other than any Equity Interests in the Unrestricted Subsidiary that are owned by the Company or any of its Restricted Subsidiaries), (b) neither the Company nor any other Restricted Subsidiary provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or is directly or indirectly liable as a guarantor or otherwise in respect of such Indebtedness or in respect of the development, construction, ownership or operation of the Cripple Creek Expansion Project or the Unrestricted Subsidiary, (c) no default with respect to such Indebtedness (including any rights that the holders of such Indebtedness may have to take enforcement action against the Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries (other than Indebtedness outstanding under the Notes) to declare a default on such other Indebtedness or cause the payment of such Indebtedness to be accelerated or payable prior to its stated maturity and (d) the Liens securing such Indebtedness shall exist only on (i) the property and assets of the Unrestricted Subsidiary and (ii) the Equity Interests in the Unrestricted Subsidiary (and shall not apply to any other property or assets of the Company or any of its Restricted Subsidiaries).

" Non-U.S. Person " means a Person who is not a U.S. Person.

" Note Guarantee " means any guarantee of the Notes pursuant to Article X and any additional Note Guarantee of the Notes to be executed by any Subsidiary of the Company pursuant to Section 4.18 or Article X .

" Notes Purchase Agreement " means the notes purchase agreement that is entered into on the Issue Date among the Company, the Guarantors, and the Notes Purchasers.

" Notes Purchasers " means the several purchasers defined in the Notes Purchase Agreement.

" Obligations " means all advances to, and debts, liabilities, obligations, covenants and duties of, the Company or any of its Restricted Subsidiaries arising under any Bond Document or otherwise with respect to any Notes, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter

arising and including interest and fees that accrue after the commencement by or against the Company or any of its Restricted Subsidiaries or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

" Officer " means the chief executive officer, director, the principal executive officer, the principal financial officer, the president, the principal accounting officer, any vice president, the treasurer, the controller, the secretary or an assistant treasurer, assistant controller or assistant secretary of the Company or any Guarantor, as applicable.

" 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, a director, the principal financial officer, the treasurer or the principal accounting officer of the Company that meets the requirements set forth in this Indenture.

" On-Site Cash " shall mean amounts held in cash on-site at the gaming establishments of the Company and its Restricted Subsidiaries in connection with and necessary for the ordinary course operations of their business.

" Opinion of Counsel " means an opinion from legal counsel who is reasonably acceptable to the Trustee and the Collateral Agent that meets the requirements of this Indenture. Such legal counsel may also be an employee of or counsel to the Company or any of its Subsidiaries.

" Organization Documents " means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

" Other Taxes " means all present or future stamp, court or documentary, intangible, recording, filing, excise, transfer, sales and use, value added, property or similar Taxes arising from any payment made hereunder or under any other Bond Document or from the execution, delivery, performance, registration or enforcement of, or from the receipt or perfection of a security interest under or otherwise with respect to, this Indenture or any other Bond Document.

" Participant " means, with respect to the Depositary, a Person who has an account with the Depositary.

" PATRIOT Act " shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

" PBGC " means the Pension Benefit Guaranty Corporation.

" Pension Plan " means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is established, maintained, sponsored or contributed to by the Company, any Guarantor or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code, or, in the case of a Multiple Employer Plan or other plan described in Section 4064(a) of ERISA, that Company, any Guarantor or any ERISA Affiliate has established, maintained, sponsored or contributed to at any time during the immediately preceding six (6) plan years.

" Permits " means any and all actions, approvals, certificates, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights, registrations or licenses of or from any Governmental Authority, including any Gaming License or Environmental Permit.

" Permitted Acquisition " means any Investment permitted under Section 4.39(g) .

" Permitted Holder " means, collectively, (a) (i) each Person listed on Schedule 1.01(d) and such Person’s children and other lineal descendants; (ii) the spouses or former spouses, widows or widowers and estates of any of the Persons referred to in clause (i) above; (iii) any trust having as its sole beneficiaries one or more of the persons listed in clauses (i) and (ii) above; and (iv) any Person a majority of the voting power of the outstanding Equity Interest of which is owned by one or more of the Persons referred to in clauses (i) , (ii) or (iii) above and (b) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members.

" Permitted Liens " means the Liens permitted by Section 4.10 .

" Permitted Refinancing Indebtedness " means, with respect to any Indebtedness, refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further , that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Holders, the Trustee, or the Collateral Agent than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate.

" Person " means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

" Plan " means any "employee benefit plan" within the meaning of Section 3(3) of ERISA, other than a Multiemployer Plan, that is established, maintained, sponsored or contributed to by the Company, any Guarantor or any ERISA Affiliate, or with respect to which the Company, any Guarantor or any ERISA Affiliate, may have any liability (whether actual or contingent).

" Pledged Debt " has the meaning specified in Section 1.01 of the Security Agreement.

 

" Pledged Equity Interests " has the meaning specified in Section 1.01 of the Security Agreement.

" Private Placement Legend " means the legend set forth in Section 2.06(f)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

" QIB " means a "qualified institutional buyer" as defined by Rule 144A.

" Qualified ECP Guarantor " means, in respect of any Swap Obligation, each of the Company and the Guarantors that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

" Redemption Notice " means a written notice of redemption given to the Holders at least 5 Business Days prior to the contemplated redemption, with a copy to the Trustee in the manner provided under Section 3.03.

" Refinancing " means the repayment in full and termination of the Existing Senior Credit Facilities on the Issue Date.

" Regular Record Date " for the interest payable on any Interest Payment Date means the date specified on the face of the Note.

" Regulation S " means Regulation S promulgated under the Securities Act.

" Regulation S Global Note " means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

" Related Parties " means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, representatives and advisors of such Person and of such Person’s Affiliates.

" Release " shall mean any release, spill, seepage, emission, leaking, pumping, injection, pouring, emptying, deposit, disposal, discharge, dispersal, dumping, escaping or leaching into or through the environment or within or upon any building, structure, facility or fixture.

" Representative Amount " means a principal amount of not less than $1,000,000 for a single transaction in the relevant market at the relevant time.

" Required Noteholders " means, at any time, the Holders of at least 75% in aggregate principal amount at maturity of the Notes then outstanding voting as a single class.

" Required Percentage " means, with respect to any fiscal year of the Company, the percentage set forth to the right of the Company’s Total Leverage Ratio for such fiscal year as set forth in the table below:

" Responsible Officer " when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee)), including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer 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 and, in each case, who shall have direct responsibility for the administration of this Indenture.

" Restricted Definitive Note " means a Definitive Note bearing the Private Placement Legend.

" Restricted Global Note " means a Global Note bearing the Private Placement Legend.

" Restricted Payment " means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Restricted Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

" Restricted Period " means the 40-day distribution compliance period as defined in Regulation S.

" Restricted Subsidiaries " means, collectively, Subsidiaries other than Unrestricted Subsidiaries.

" Reuters Page LIBOR 01 "means the display page so designated on the Reuters service or equivalent information reporting service or any successor service (or such successor display page, other published source, information vendor or provider).

" Rising Star Casino Resort " means the Rising Star Casino Resort in Rising Sun, Indiana.

" Rising Star Vessel " shall mean the vessel known as the Grand Victoria II, official number 1027644.

" Rising Star Vessel Security Document " shall mean the first preferred ship mortgage on the Rising Star Vessel made or to be made by Gaming Entertainment (Indiana), LLC in favor of the Collateral Agent

" S&P " means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto.

" SEC " means the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

" Secured Parties " means, collectively, the Trustee, the Collateral Agent, the Holders, each co-agent or sub-agent appointed by the Trustee from time to time pursuant to Section 7.02(c) , and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

" Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

" Security Agreement " means a security agreement, substantially in the form of Exhibit G .

" Security Agreement Supplement " has the meaning specified in Section 7.14 of the Security Agreement.

" Ship Mortgage Releases " means the release of mortgage documents executed by or on behalf of each of ABC Funding LLC and Capital One National Association with respect to ship mortgages covering the Rising Star Vessel.

" Significant Subsidiary " means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

" Silver Slipper Casino " means Silver Slipper Casino and Hotel in Hancock County, Mississippi.

" Specified Leases " means Capitalized Leases entered into in connection with the Rising Star Casino Resort and existing on the Issue Date in an aggregate principal amount not to exceed $5,700,000.

" Stockman’s Casino " means the Stockman's Casino in Fallon, Nevada.

" Subsidiary " of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Company.

" Swap Contract " means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (together with any related schedules), including any such obligations or liabilities under any such master agreement.

" Swap Obligations " means, with respect to any Guarantor, any obligation to pay or perform under any Swap Contract or any other agreement, contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.

" Swap Termination Value " means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and

termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

" Synthetic Debt " means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of "Indebtedness" or as a liability on the consolidated balance sheet of such Person and its Restricted Subsidiaries in accordance with GAAP. For the avoidance of doubt, "Synthetic Debt" shall not include real property lease obligations (or applicable portion thereof) to the extent such obligations (or applicable portion thereof) are expensed in accordance with GAAP.

" Synthetic Lease Obligation " means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). For the avoidance of doubt, "Synthetic Lease Obligations" shall not include real property lease obligations (or applicable portion thereof) to the extent such obligations (or applicable portion thereof) are expensed in accordance with GAAP.

" Taxes " means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

" Threshold Amount " means $1,000,000.

" Total Leverage Ratio " means, as of the date of the end of the most recently completed Measurement Period, the ratio of (a) Consolidated Funded Indebtedness as of such date, less cash and Cash Equivalents (other than On-Site Cash and in each case free and clear of all Liens, other than (x) nonconsensual liens provided for by Law and permitted by Section 4.10 , (y) Liens permitted under Section 4.10(a) and (z) Liens permitted under Section 4.10(l) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness) as of such date to the extent not exceeding $15,000,000 in the aggregate, to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

" Transactions " shall mean collectively, the transactions to occur on or prior to the Issue Date pursuant to the Bond Documents, including (a) the execution, delivery and performance of the Bond Documents, the borrowings on the Issue Date hereunder and the use of proceeds thereof; (b) the Refinancing; and (c) the payment of all fees and expenses to be paid on or prior to the Issue Date and owing in connection with the foregoing, and the other transactions contemplated hereby.

" Treasury Rate " means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 2, 2019; provided, however , that if the period from the redemption date to February 2, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

" Uniform Commercial Code " or " UCC " means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, " Uniform Commercial Code " means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

" United States " and " U.S. " mean the United States of America.

" Unrestricted Definitive Note " means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

" Unrestricted Global Note " means a Global Note that does not bear and is not required to bear the Private Placement Legend.

" Unrestricted Subsidiary " means any Subsidiary formed after the Issue Date by the Company that the Company designates as an "Unrestricted Subsidiary" and that is formed solely for the purpose of developing, constructing, owning and operating the Cripple Creek Expansion Project and incurring Non-Recourse Debt in connection therewith; provided that the designation of such Subsidiary as an Unrestricted Subsidiary at such time is permitted under Section 4.15 .

" U.S. Government Obligations " means direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is guaranteed by or direct obligations of, the United States, or to the payment of which obligations or guarantees the full faith and credit of the United States is pledged, or beneficial interests in a trust the corpus of which consists exclusively of money or such obligations or a combination thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

" U.S. Person " means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

" Voting Stock " means, as to any Person, at any time, the outstanding securities of such Person entitled to vote generally in the election of directors of such Person, or of any Persons performing similar functions, even if the right to so vote has been suspended by the happening of any contingency.

" Warrant Put Debt " means Indebtedness incurred by the Company in accordance with the Warrant Purchase Agreement.

" Warrant Put Replacement Equity " means Equity Interests issued by the Company after the date of this Indenture, net proceeds of which shall be used to pay the Company’s obligations under the Warrants, including the Warrant Put Debt.

" Warrants " means, for so long as they remain outstanding, those certain warrants outstanding on the Issue Date issued by the Company to acquire shares of common stock of the Company, issued pursuant to a certain warrant purchase agreement dated May 13, 2016 (the " Warrant Purchase Agreement "), among the Company and certain purchasers thereto.

Other Definitions.

Section 1.03     [Reserved].

Section 1.04     Rules of Construction.

Unless the context otherwise requires:

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

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

(3)    the word "or" is not exclusive;

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

(5)    the word "will" shall be construed to have the same meaning and effect as the word "shall";

(6)    provisions apply to successive events and transactions;

(7)    references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time;

(8)    whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms;

(9)    the words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation";

(10)    any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Bond Document);

(11)    any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(12)    the words "hereto," "herein," "hereof" and "hereunder," and words of similar import when used in any Bond Document, shall be construed to refer to such Bond Document in its entirety and not to any particular provision thereof;

(13)    all references in a Bond Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Bond Document in which such references appear;

(14)    any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference

to any law or regulation shall refer to such law or regulation as amended, modified or supplemented from time to time,

(15)    the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; and

(16)    in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including";

(17)    section headings herein and in the other Bond Documents are included for convenience of reference only and shall not affect the interpretation of this Indenture or any other Bond Document; and

(18)    all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE 2

THE NOTES

Section 2.01     Form and Dating.

(a) General . The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage in addition to those set forth on Exhibit A . Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Book-Entry Provisions . This Section 2.01(b) shall only apply to Global Notes deposited with the Custodian for the Depositary. Participants and Indirect Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Custodian for the Depositary or under such Global Note, and the Depositary shall be treated by the Company, the Trustee, each Agent and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Agent or any other agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a Participant or Indirect

Participant in, the Depositary or other Person with respect to the accuracy of the records of Depositary or its nominee or of any Participant or Indirect Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, Indirect Participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners, Participants and Indirect Participants in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Participants, Indirect Participants and any beneficial owners.

(c) Global Notes . Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Definitive Notes will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents 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 will 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.

(d) Euroclear and Clearstream Procedures Applicable . The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

For absence of doubt, the provisions of Sections 2.01(c) and (d) are subject to the requirements relating to notations, legends or endorsements on Notes required by law, stock exchange rule, or agreements to which the Company is subject, if any.

Section 2.02     Execution and Authentication.

(a) One Officer shall sign the Notes on behalf of the Company by manual or facsimile signature.

(b) 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.

(c) 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.

(d) The Trustee shall, upon a written order of the Company signed by an Officer (an " Authentication Order "), authenticate Notes for original issue in aggregate principal amount of $100,000,000. In addition, at any time, and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes (or increases in the principal amount of any Notes), for an aggregate principal amount specified in such Authentication Order (or increases in the principal amount of such Notes).

(e) 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, the Company or an Affiliate of the Company or any of their respective Subsidiaries.

Section 2.03.     Registrar, Paying Agent and Calculation Agent.

(a) The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (" Registrar ") and an office or agency where Notes may be presented for payment (" Paying Agent "). The Registrar shall keep a register 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. For as long as the Notes are outstanding, the Company will also maintain, with respect to the Notes, a calculation agent (the " Calculation Agent "). The Company hereby appoints the Trustee as Calculation Agent, and the Trustee hereby accepts such appointment. The Company may not change any Paying Agent, Registrar or Calculation Agent without the consent of the Required Noteholders. 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, Paying Agent or Calculation Agent, the Trustee shall act as such.

(b) The Company initially appoints The Depository Trust Company (" DTC ") to act as Depositary with respect to the Global Notes.

(c) The Company appoints the Trustee to act as the Registrar, the Paying Agent, and Custodian for DTC with respect to the Global Notes, and the Trustee hereby initially agrees so to act.

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 shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest or Additional Amounts, if any, on the Notes, and shall notify the Trustee of any Default or Event of Default by the Company in making any such payment. While any such Default or Event of 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 shall have no further liability for the money.

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. 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 or such shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and addresses of the Holders.

Section 2.06     Transfer and Exchange.

(a) Transfer and Exchange of Global Notes . A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or 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 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.

Upon the occurrence of any of the preceding events above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee in writing. 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 will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subclause (1) or (2) below, as applicable, as well as one or more of the other following subclauses, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend;

provided , however , that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person. Beneficial interests in the Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1) .

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes . In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in subclause (i) above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act (as notified by the Company to the Trustee), the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

(3) Transfer of Beneficial Interests in a Restricted Global Note for Beneficial Interests in Another Restricted Global Note . A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note . A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subclause (4) , if the Registrar or the Company (when it is acting in capacity as the Registrar) so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company (when it is acting in capacity as the Registrar) to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subclause (4) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subclauses (4) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes .

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes . If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) [ reserved ];

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and the 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 in a Restricted Global Note pursuant to this Section 2.06(c) 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 Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a

Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes . A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subclause (2) , if the Registrar or the Company (when it is acting in capacity as the Registrar) so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company (when it is acting in capacity as the Registrar) to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes . If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company will execute and the Trustee will 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 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests . Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(d) , the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must 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 must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(d).

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes . If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) [ reserved ];

(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note and, in the case of clause (C) above, the Regulation S Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subclause (2) , if the Registrar or the Company (when it is acting in capacity as the Registrar) so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company (when it is acting in capacity as the Registrar) to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subclauses in this Section 2.06(d)(2) , the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest in an Unrestricted Global Note is effected pursuant to subclauses (d)(2) or (d)(3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the

Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(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 will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must 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 must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e) .

(1) Restricted Definitive Notes to Restricted Definitive Notes . Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and, to the extent requested by the Registrar in its sole discretion, the Opinion of Counsel, required by item (3) thereof.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes . Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subclause (e)(2) , if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes . A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Legends . The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subclause (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT "), OR ANY U.S. STATE OR NON-U.S. SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A " QUALIFIED INSTITUTIONAL BUYER " (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE " RESALE RESTRICTION TERMINATION DATE ") THAT IS, IN THE CASE OF SECURITIES PURCHASED UNDER RULE 144A UNDER THE SECURITIES ACT, SIX MONTHS OR, IN THE CASE OF SECURITIES PURCHASED PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, 40 DAYS, IN EACH CASE AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON IT REASONABLY BELIEVES IS A " QUALIFIED INSTITUTIONAL BUYER " AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT

PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO A NON-U.S. PERSON THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE RIGHTS ATTACHING TO THIS NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subclauses (b)(4) , (c)(2) , (c)(3), (d)(2) , (d)(3) , (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend . Each Global Note will bear a legend in substantially the following form:

"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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A

NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (" DTC" ), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

(3) OID Legend . Each Note issued hereunder that has original issue discount that is not less than a de minimis amount for U.S. federal income tax purposes shall bear a legend in substantially the following form:

"THIS NOTE WAS ISSUED WITH " ORIGINAL ISSUE DISCOUNT" FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: FULL HOUSE RESORTS, INC., ONE SUMMERLIN, 1980 FESTIVAL PLAZA DR., SUITE 680, LAS VEGAS, NEVADA 89135, ATTN: LEWIS FANGER, CHIEF FINANCIAL OFFICER."

(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 will 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 beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will 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 will be increased accordingly and an endorsement will 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 .

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof if such Authentication Order has been requested by the Trustee.

(2) No service charge will 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 charges payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07 , 2.10 , 3.06 , 3.07 , 3.10 and 9.05 hereof).

(3) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will 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.

(4) Neither the Registrar nor the Company will 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 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 Regular Record Date and the next succeeding Interest Payment Date.

(5) 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 all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(6) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof; provided that an Authentication Order is not required unless the Trustee so requests.

(7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronically.

(8) Neither the Trustee nor the Registrar, nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any tax or

securities laws with respect to any restrictions on transfer imposed under this Indenture or under applicable law (including any transfers between or among Depositary Participants, Indirect Participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(9) Neither the Trustee nor the Registrar, nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

(i) Provisions Related to Global Notes . Members of, or participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee, the Collateral Agent and any agent of the Company, Collateral Agent or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, Collateral Agent or any agent of the Company, Collateral Agent or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

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, security or an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee (with respect to the Trustee) and the Company (with respect to the Company) to protect the Trustee, the Company, any Agent and any authenticating agent to protect the Trustee, the Company, any Agent or any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge for its fees and expenses in replacing a Note including amounts to cover any tax, assessment, fee or other governmental charge that may be imposed in relation thereto.

In case any such mutilated, destroyed, lost or stolen Note had become or is about to become due and payable, the Company, in its discretion, may, instead of issuing a new Note, pay such Note, upon satisfaction of the conditions set forth in the preceding paragraph.

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.

(a)    The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled 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 2.08 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. Any Notes acquired by the Company or any of its Subsidiaries by redemption, repurchase or otherwise shall be delivered to the Trustee for cancellation. Notes may not be acquired by the Company by redemption, repurchase or otherwise except in accordance with the terms of this Indenture.

(b) 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 protected purchaser.

(c) 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.

(d) If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or Maturity Date, money sufficient to pay all principal, premium, if any, and interest payable on that date and Additional Amounts, if any, with respect to the 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 or held by the Company, or by any Affiliate of 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 a Responsible Officer of the Trustee actually knows are so owned or held shall be so disregarded. Upon request of the Trustee, the Company shall promptly furnish to the Trustee an Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned by any of the above-described Persons, and the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

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 together with a written order from the Company to cancel such Notes so delivered. Any Notes acquired by the Company by redemption, repurchase or otherwise shall be delivered to the Trustee for cancellation. Notes may not be acquired by the Company by redemption, repurchase or otherwise except in accordance with the terms of this Indenture. 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 dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirements of the Exchange Act). Certification of the cancellation of cancelled Notes shall be delivered to the Company upon written request. 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     CUSIP or ISIN Numbers.

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

Section 2.13     Additional Notes.

In addition to the Notes issuable as set forth in Sections 2.06 , 2.07 and 3.06 , the Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes, which, subject to the terms and conditions of this Section 2.13 , shall have identical terms as the Initial Notes, other than with respect to the date of issuance and issue price and first payment of interest. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to "Notes" for all purposes under this Indenture include any Additional Notes that are actually issued, and references to "principal amount" of the Notes includes any increases in the principal amount of the outstanding Notes as a result of an issuance of Additional Notes.

With respect to any Additional Notes, the Company shall set forth in a supplemental indenture, or Board Resolution and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information: the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and the issue price, the issue date and the CUSIP number(s) of such Additional Notes; provided , however , that no Additional Notes may be issued other than in a "qualified reopening" (as defined in U.S. Treasury Regulations section 1.1275-2(k)(3)) without the consent of the Required Noteholders.

Section 2.14     Defaulted Interest.

If the Company defaults in a payment of interest on the Notes (including any failure to pay the increased Applicable Rate as described in the proviso of the definition of Applicable Rate), it will 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 will 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 will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may 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) will 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.

Section 2.15     Computation of Interest.

(a) All Notes will bear interest at the Applicable Rate from the Issue Date until the Maturity Date as determined by the Calculation Agent, provided that the Calculation Agent shall not increase the Applicable Rate as described in the proviso contained in the definition of Applicable Rate until the Calculation Agent has received written notice from the Company or a Holder of the CEO Divestment Date. The Company shall provide the Calculation Agent with prompt written notice of the occurrence of the CEO Divestment Date and any failure by the Company to provide such notice (i) shall not relieve the Company of its obligation to pay interest at the increased rate or for interest to accrue at such increased rate, in each case, from the occurrence of the CEO Divestment Date, and (ii) shall constitute a Default (with standard right to cure) under Section 6.01(c). The Company will pay interest quarterly in arrears on each Interest Payment Date.

(b) The Calculation Agent shall, as soon as practicable after 11:00 a.m., London time, on each Determination Date, determine the Applicable Rate, and calculate the aggregate amount of interest payable on the Notes in respect of the following Interest Period (the " Interest Amount "). The Interest Amount shall be calculated by applying the Applicable Rate to the principal amount of the Notes outstanding at the commencement of the Interest Period, multiplying each such amount by the actual number of days in the Interest Period concerned divided by 360, as the case may be. All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 4.876545% (or 0.04876545) being rounded to 4.87655% (or 0.0487655)). All Dollar amounts used in or resulting from such calculations will be rounded to the nearest cent on the Dollar (with one-half cents on the Dollar being rounded upwards). The determination of the Applicable Rate and the Interest Amount by the Calculation Agent shall, in the absence of willful default, bad faith or manifest error, be binding on all parties.

(c) The Trustee will, upon the written request of the Holder of any Note, provide the interest rate then in effect with respect to the Notes. The Applicable Rate on the Notes will in no event be higher than the maximum rate permitted by applicable law.

ARTICLE 3

REDEMPTION

Section 3.01     Notices to Trustee.

If the Company elects to redeem Notes pursuant to the redemption provisions of Section 3.07 hereof and paragraph 6 of the Notes, it shall furnish to the Trustee an Officers’ Certificate setting forth:

(a) the Section of this Indenture pursuant to which the redemption shall occur,

(b) the redemption date,

(c) the principal amount of Notes to be redeemed, and

(d) the redemption price.

Section 3.02     Selection of Notes to be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee, upon prior notice, will select Notes for redemption or purchase based on a method that most nearly approximates a pro rata selection or by lot (or, in the case of Global Notes, in accordance with the procedures of the Depositary), unless otherwise required by law or applicable stock exchange or Depositary requirements.

In the event of partial redemption, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 5 nor more than 10 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase, subject to procedures of the Depositary.

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased subject to procedures of the Depositary. Notes and portions of Notes selected will be in amounts of $1,000 or integral multiples of $1,000 in excess thereof; provided that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not $1,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03     Notice of Redemption.

At least 5 Business Days but not more than 10 Business Days before a redemption date, the Company will mail or cause to be mailed, by first class mail (or, in the case of Global Notes, in accordance with the procedures of the Depositary), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 10 days prior to a redemption date if the notice is issued in connection with a

defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles VII or XII hereof.

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

(a) the CUSIP or ISIN number, if any, of the Notes;

(b) the redemption date;

(c) the redemption price;

(d) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed (subject to procedures of the Depositary) and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

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

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

(g) 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;

(h) the paragraph of the Notes and Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(i) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN 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 that, the Company shall have delivered to the Trustee, at least five Business Days before notice of redemption is required to be mailed or caused to be mailed or delivered to Holders pursuant to this Section 3.03 (unless a shorter notice period shall be agreed to by the Trustee), 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 Upon Redemption.

Once notice of redemption is mailed or delivered in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the related Interest Payment Date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

Section 3.05     Deposit of Redemption or Purchase Price.

By 10:00 am on the Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent money in cash or by wire transfer in immediately payable funds sufficient to pay the redemption or purchase price of and accrued interest on all Notes (or portions of Notes) to be redeemed or purchased 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 or purchase price of, and accrued interest on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase, whether or not such Notes are presented for payment. If a Note is redeemed or purchased on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid on such Interest Payment Date to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption or purchase 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 or Purchased in Part.

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

Section 3.07     Optional Redemption.

(a) At any time prior to February 2, 2019, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice delivered in accordance with Section 3.03, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(b) On or after February 2, 2019, the Company may redeem all or a part of the Notes upon notice delivered in accordance with Section 3.03 , at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed to, but excluding, the applicable redemption date, if redeemed during the time periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

(c) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08     [Reserved].

Section 3.09     [Reserved].

Section 3.10     Mandatory Redemption.

(a) Subject to Section 3.10(f) , the Company will, after giving a Redemption Notice, redeem on each Interest Payment Date prior to the Maturity Date, commencing March 31, 2018, $250,000 aggregate principal amount of Notes (which amount shall not be reduced as a result of the application of redemptions in accordance with clauses (b) , (c) , (d) , and (e) below and Section 3.07 ) at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to the redemption date (the " Mandatory Amortization ").

(b) If the Company or any of its Restricted Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 4.12(a)(1) through (a)(6) and other Dispositions resulting in the realization by the Company and its Restricted Subsidiaries of Net Cash Proceeds not in excess of $2,500,000 in the aggregate for all such Dispositions) which results in the realization by such Person of Net Cash Proceeds, the Company will, notwithstanding Section 3.03 , after giving a Redemption Notice, redeem an aggregate principal amount of Notes equal to 100% of such Net Cash Proceeds within five (5) days after receipt thereof by such Person (such redemption to be applied as set forth in clause (f) below); provided, however , that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 3.10(b) , at the election of the Company (as notified by the Company to the Trustee within three (3) Business Days after the date of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Company or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by the Company in an Officers’ Certificate to the Trustee); and provided further, however , that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the redemption of the Notes as set forth in this Section 3.10(b) . The redemption price for the Notes to be redeemed will be equal to 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to the redemption date.

(c) Upon the incurrence or issuance by the Company or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 4.09 ), the Company will, after giving a Redemption Notice, redeem an aggregate principal amount of Notes equal to 100% of all Net Cash Proceeds received therefrom within five (5) days after receipt thereof by the Company or such Restricted Subsidiary (such redemption to be applied as set forth in clause (f) below). The redemption price for the Notes to be redeemed will be equal to 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest and Additional Amounts thereon, if any, to the redemption date, which for the avoidance of doubt includes, to the extent payable in accordance with the last paragraph of Section 6.02 , Applicable Premium (which, for the avoidance of doubt, shall only apply within the first anniversary of the Issue Date) and Called Premium, as applicable (including to the extent payable in accordance with the last paragraph of Section 8.02 of this Indenture), if any, to the redemption date.

(d) Upon any Extraordinary Receipt received by or paid to or for the account of the Company or any of its Restricted Subsidiaries, and not otherwise provided for in clause (b) or (c) of this Section 3.10 , the Company will, notwithstanding Section 3.03 , after giving a Redemption Notice, redeem an aggregate principal amount of Notes equal to 100% of all Net Cash Proceeds received therefrom within five (5) days after receipt thereof by the Company or such Restricted Subsidiary (such redemption to be applied as set forth in clause (f) below), provided , that, notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, (x) if the Net Cash Proceeds of such event are less than $25,000,000, the Company shall not be required to make a redemption pursuant to this Section 3.10(d) in respect of any Extraordinary Receipt relating to a casualty or condemnation event, and (y) if the Net Cash Proceeds of such event are greater than or equal to $25,000,000 but gaming operations at the affected property can be restored for an amount less than $25,000,000, the Company shall be required to make a redemption pursuant to this Section 3.10(d) only to the extent and in the amount of such Extraordinary Receipt that exceeds the amount necessary to restore such gaming operations (which excess amount shall, for the avoidance of doubt, be applied to redeem the Notes within three (3) Business Days after receipt thereof); in each case if and to the extent that the Company certifies to the Trustee in an Officers’ Certificate within three (3) Business Days after the date of receipt of such Net Cash Proceeds (the " Receipt Date ") that it or a Guarantor intends to repair, restore or replace the assets from which such Net Cash Proceeds were derived and, with respect to any Extraordinary Receipt, if the Net Cash Proceeds of which are greater than $7,500,000 in the aggregate, (I) such repair, restoration or replacement shall be commenced within 180 days after the related Receipt Date, (II) such repair, restoration or replacement can reasonably be completed within 540 days after the related Receipt Date, (III) the Net Cash Proceeds, together with other unrestricted cash available to the Company, are sufficient to defray the entire cost of such repair, restoration or replacement, and (IV) no Default or Event of Default is expected to occur (including under Section 4.41 hereof) prior to completion of such repair, restoration or replacement. Any Net Cash Proceeds not applied as contemplated in the previous sentence shall be immediately applied to the redemption of the Notes as set forth in the first sentence of this Section 3.10(d) . If the Company has provided the Officers’ Certificate contemplated by the proviso contained in first sentence of this Section 3.10(d) , then until such Net Cash Proceeds are needed to pay for the related repair, restoration or replacement such Net Cash Proceeds shall be held by the Trustee as Collateral, and the Trustee shall release such proceeds (or portion thereof) at the direction of the Company contained in an Officers’

Certificate. The redemption price for the Notes to be redeemed will be equal to 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to the redemption date.

(e) Following the end of each Excess Cash Flow Period of the Company, the Company shall redeem the Notes in an aggregate amount equal to the Required Percentage of Excess Cash Flow for such Excess Cash Flow Period, provided that such amount shall be reduced by the aggregate principal amount of redemptions made with Internally Generated Cash (other than redemptions pursuant to this Section 3.10 ), of Notes made during the Excess Cash Flow Period. Each redemption pursuant to this subsection shall be made not later than five Business Days after the earlier of the required delivery date or actual delivery of the financial statements referred to in Section 4.03(a)(1) for the Excess Cash Flow Period with respect to which such redemption is made and shall be applied as set forth in clause (f) below. The redemption price for the Notes to be redeemed will be equal to 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to the redemption date.

(f) Each mandatory redemption of Notes pursuant to the foregoing clauses (b), (c), (d) and (e) of this Section 3.10 shall not reduce the installments of Mandatory Amortization on the Notes.

(g) Any redemption pursuant to this Section 3.10 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

(h) None of the Company nor its subsidiaries, nor any of the Company’s Affiliates may, at any time, purchase Notes in the open market or otherwise.

SECTION 4

COVENANTS

Section 4.01     Payment of Notes.

(a) The Company and the Guarantors covenant and agree for the benefit of the Holders that they shall duly and punctually pay the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the date due if, by 10:00 am on such date, the Trustee or the Paying Agent (other than the Company or any of its Affiliates) holds, in accordance with this Indenture, money sufficient to pay all principal, premium, if any, interest and Additional Amounts, if any then due. If the Company or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.04 .

(b) The Company or a Guarantor shall pay interest on overdue principal at the rate specified therefor in the Notes. The Company or a Guarantor shall pay interest on overdue installments of interest at the same rate to the extent lawful.

Section 4.02     Maintenance of Office or Agency.

(a) The Company shall maintain in the United States an office or agency (which may be an office or drop facility of the Trustee or an Affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices in respect of the Notes and this Indenture may be made. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices may be made at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, and notices.

(b) 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. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Company hereby designates the Corporate Trust Office of the Trustee, as one such office, drop facility or agency of the Company in accordance with Section 2.03 .

Section 4.03     Financial Information; Notices.

(a) The Company shall deliver to each Holder:

(1) as soon as available, but in any event within 90 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of Piercy Bowler Taylor & Kern or another independent certified public accountant of regionally or nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit, and such statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Company to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company and its Restricted Subsidiaries;

(2) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such

consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Restricted Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Company to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company and its Restricted Subsidiaries;

(3) as soon as available, but in any event within 30 days after the end of each of the first 11 months of each fiscal year of the Company (commencing with the fiscal month ended January 31, 2018), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such month, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such month and for the portion of the Company’s fiscal year then ended setting forth in each case in comparative form the figures for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail; and

(4) as soon as available, but in any event not more than 45 days after the end of each fiscal year of the Company, an annual business plan and budget of the Company and its Restricted Subsidiaries on a consolidated basis, including forecasts prepared by management of the Company of consolidated balance sheets and statements of income or operations and cash flows of the Company and its Restricted Subsidiaries on a quarterly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs).

As to any information contained in materials furnished pursuant to Section 4.04(d) , the Company shall not be separately required to furnish such information under Section 4.03(a)(1) or (2) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in Section 4.03(a)(1) or (2) above at the times specified therein.

The Trustee may (without any obligation) request any of the foregoing information, and the Company shall deliver such information to the Trustee in the form and at the times required to be delivered to the Holders.

(b) The Company shall promptly, and in no event later than five Business Days, notify each Holder and the Trustee:

(1) of the occurrence of any Default or Event of Default;

(2) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Restricted Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any