Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5below, the Company will shall not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option be entitled to redeem the Notes. On and after January 15, in whole 2010, the Company shall be entitled at its option to redeem all or in part, a portion of the Notes upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed as in percentages of principal amount thereof) set forth below on the redemption date), plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable redemption relevant interest payment date), if redeemed during the twelve12-month period beginning commencing on March January 15 of the years indicated set forth below: 2008 104.125 Redemption Period Price ------ ---------- 2010 105.50% 2009 102.063 2011 102.75% 2010 2012 and thereafter 100.000 100.00% Unless In addition, prior to January 15, 2009, the Company defaults in the payment of the redemption price, interest and the Liquidated Damagesshall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any, will cease ) in an aggregate principal amount not to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to exceed 35% of the initially outstanding aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture at a redemption price in cash (expressed as a percentage of 108.250% principal amount) of the principal amount thereof111.00%, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of from one or more Public Equity Offerings of the CompanyOfferings; provided provided, however, that (1) at least 65% of the initially outstanding such aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given (other than Notes held, directly or indirectly, by the Company to the Holders or its Affiliates); and the Trustee (2) each such redemption occurs within 15 90 days after the consummation date of any such the related Public Equity Offering. Prior to January 15, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2010, the Company shall have the right at any time from or after March 15, 2004, be entitled at its option: (1) option to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authorityredeem all, or (2) to call for the redemption but not less than all, of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) 100.00% of the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensedplus the Applicable Premium as of, qualified or found suitable or is denied a license, qualification or finding of suitabilityand accrued and unpaid interest to, the Holder or beneficial owner will not have any further rights with respect redemption date (subject to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by of Holders on the Notes; or (2) relevant record date to receive any interest, any Liquidated Damages, or any other distribution or interest due on the relevant interest payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notesdate). The Company shall notify the Trustee in writing cause notice of any such redemption as soon as practicable. The Holder or beneficial owner applying for licenseto be mailed by first-class mail to each Holder's registered address, qualification or a finding of suitability must pay all costs of not less than 30 nor more than 60 days prior to the licensure or investigation for such qualification or finding of suitabilityredemption date.

Optional Redemption. (a) Except as set forth in subparagraphs At any time prior to September 1, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Supplemental Indenture at a redemption price of 107.875% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of the Company or contributions to the Company’s common equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Supplemental Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such sale of Equity Interests by the Company or the date of contribution to the Company’s equity capital made with net cash proceeds of one or more sales of Equity Interests of Parent. (b) and [intentionally omitted]. (c) of this Paragraph 5On or after September 1, 2014, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 (or such shorter period as may be permitted by the eligibility rules of the Depositary) nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 September 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date for periods prior to such redemption date: 2008 104.125 2014 103.938 % 2009 102.063 2015 101.969 % 2010 2016 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bd) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph Sections 3.01 through 3.06 hereof. (ae) of this Paragraph 5, at At any time prior to March 15September 1, 20072014, the Company may also redeem up to 35% all or a part of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereofNotes, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within upon not less than 30 days (or such shorter period as may be required permitted by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption eligibility rules of the Notes of such Holder Depositary) nor more than 60 days prior notice sent electronically or beneficial owner mailed by first-class mail to each Holder’s registered address, at a redemption price equal to the least of: (A) 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notesand accrued and unpaid interest to, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityredemption.

Optional Redemption. (a) Except as set forth in subparagraphs At any time prior to December 1, 2015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to December 1, 2015, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, 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 and Additional Amounts, if any, to, 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. (c) of this Paragraph 5Except pursuant to the two preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to December 1, 2015. (d) On or after December 1, 2015, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 December 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2008 104.125 Year Percentage 2015 106.375 % 2009 102.063 2016 104.250 % 2010 2017 102.125 % 2018 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (be) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 3.01 through 3.06 hereof. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs At any time prior to January 15, 2013 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 112.25% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings of the Company (or of Holdings or any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or contribution. (b) At any time prior to January 15, 2013 the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, 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 and Special Interest, if any, to the Redemption Date, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) of this Paragraph 5Except pursuant to the preceding paragraphs, the Company Notes will not have be redeemable at the Company’s option to redeem the Notes prior to March January 15, 2008. 2013. (d) On or after March January 15, 2008, 2013 the Company will have may redeem all or a part of the option to redeem the Notes, in whole or in part, Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated DamagesSpecial Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March January 15 of the years indicated below, subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2008 104.125 2013 106.125 % 2009 102.063 % 2010 2014 and thereafter 100.000 % % (e) Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bf) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 5.1 through 5.6 hereof. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs At any time prior to September 1, 2012, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 110.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption), with the net cash proceeds of an Equity Offering by the Company; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) and (c) of this Paragraph 5On or after September 1, 2012, the Company will not have the option to may on any one or more occasions redeem the Notes prior to March 15, 2008. On all or after March 15, 2008, the Company will have the option to redeem a part of the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated DamagesSpecial Interest, if any, on the Notes redeemed, to the applicable redemption datedate of redemption, if redeemed during the twelve-month period beginning on March 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption: 2008 104.125 Year Percentage 2012 105.313 % 2009 102.063 % 2010 2013 and thereafter 100.000 % (c) At any time prior to September 1, 2012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of redemption). Except pursuant to Sections 3.07(a) and 3.07(c) hereof, the Notes will not be redeemable at the Company’s option prior to September 1, 2012. The Company is not, however, prohibited under this Indenture from acquiring Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of this Indenture. Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bd) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 3.01 through 3.06 hereof. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) Except as set forth At any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in subparagraphs an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and (c) of this Paragraph 5after July 15, 2024, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve12-month period beginning on March July 15 of the years indicated below: 2008 104.125 YEAR Percentage 2024 102.625 % 2009 102.063 2025 101.313 % 2010 2026 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice.% (c) In addition At any time and from time to the foregoingtime prior to July 15, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2024, the Company shall have the right at any time from or after March 15, 2004may, at its option: (1) to require any such Holder , redeem all or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption a portion of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) 100% of the principal amount thereof, (B) thereof plus the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights Applicable Premium with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any plus accrued and unpaid interest, any Liquidated Damagesif any, or any other distribution or payment with thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as soon as practicableany or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. The Holder or beneficial owner applying for licenseIn addition, qualification or a finding of suitability must pay all costs the Company may provide in such notice that payment of the licensure redemption or investigation for purchase price and performance of the Company’s obligations with respect to such qualification redemption or finding of suitabilitypurchase may be performed by another Person.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5On or after April 15, 2020, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemedredeemed to, to but not including, the applicable redemption date, if redeemed during the twelve-twelve month period beginning on March April 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date for periods prior to such redemption date: 2008 104.125 2020 102.563 % 2009 102.063 2021 101.281 % 2010 2022 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. At any time prior to April 15, 2020, the Company may also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, 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 to, but not including, the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such date of redemption. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March April 15, 20072020, the Company may on any one or more occasions redeem up to 3540% of the initially outstanding aggregate principal amount of Notes issued under this the Indenture at a redemption price in cash of 108.250105.125% of the principal amount thereofamount, plus accrued and unpaid interest and Liquidated Damagesto, if anybut not including, to the redemption date, with the net cash proceeds of one or more sales of Equity Offerings Interests (other than Disqualified Stock) of the Company or contributions to the Company’s common equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that that: (1) at least 6550% of the initially outstanding aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such ; and (2) the redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 180 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate closing of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner sale of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required Equity Interests by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect contribution to the Notes to: (1) exercise, directly Company’s common equity capital made with net cash proceeds of one or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price more sales of the Notes. The Company shall notify the Trustee in writing Equity Interests of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityParent.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at At any time prior to March June 15, 20072017, the Company may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this the Indenture at a redemption price in cash of 108.250106% of the principal amount thereof, plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, to the redemption dateRedemption Date, with using cash in an amount up to the amount of the net cash proceeds of one or more a sale of common Equity Offerings Interests (other than Disqualified Stock) of the Company; provided that (i) at least 65% of the initially outstanding aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such ; and (ii) the redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 90 days of the date of the closing of such noticesale of Equity Interests. (cb) In addition At any time prior to the foregoingJune 15, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2017, the Company shall have the right at any time from may also redeem all or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption a part of the Notes of such Holder or beneficial owner upon not less than 30 nor more than 60 days’ written notice, at a redemption price equal to the least of: (A) 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, to the earlier Redemption Date, subject to the rights of Holders of Notes on the relevant record date of redemption to receive interest due on the relevant interest payment date. (c) On or after June 15, 2017, the date of the denial of license Company may redeem all or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner part of the Notes upon not less than 30 nor more than 60 days’ written notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the periods indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage From June 15, 2017 through June 14, 2018 103.00 % From June 15, 2018 through June 14, 2019 101.50 % From June 15, 2019 and thereafter 100.00 % (d) The Company may at its option at any time, upon giving not less than 30 nor more than 60 days’ written notice to Holders, redeem all (but not less than all) of the Notes then outstanding, at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to such Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Company has become, or an Affiliate thereof) will not would become, obligated to pay, on the next interest payment date on which any amount would be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights payable with respect to such Notes, any Additional Amounts in excess of the Additional Amounts the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Mexican taxes at a rate in excess of 4.9 percent (“Excess Additional Amounts”) as a result of: (a) any change in, or amendment to: , the laws (including any regulations promulgated thereunder) of the relevant Tax Jurisdiction; or (b) any change in the official application, administration or interpretation of such laws or regulations in the relevant Tax Jurisdiction (each of (a) and (b) a “Change of Tax Law”), if (1) exercisethe above-mentioned change or amendment is announced on or after the Issue Date (or, directly or indirectlyif later, through any Personthe date on which a jurisdiction becomes a relevant Tax Jurisdiction), any right conferred by the Notes; or (2) receive any interestthere has been a further issuance, any Liquidated Damages, or any other distribution or payment with respect such obligation to pay Excess Additional Amounts would have arisen absent a further issuance of the Notes pursuant to the NotesIndenture, or any remuneration in any form from and (3) such obligation to pay Excess Additional Amounts cannot be avoided by the Company for services rendered taking reasonable measures available to it (including, without limitation, changing the jurisdiction from or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitythrough which payments are made).

Optional Redemption. (a) Except as set forth in subparagraphs (b), (c) and (cd) of this Paragraph 5, the Company will Issuers shall not have the option to redeem the Notes prior to March 15June 1, 20082017. On or after March 15June 1, 20082017, the Company will Issuers shall have the option to redeem the Notes, in whole or in partpart at any time, upon not less than 30 nor more than 60 days’ noticeprior notice as set forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on March 15 June 1 of the years indicated below: 2008 104.125 2017 103.313 % 2009 102.063 2018 101.656 % 2010 2019 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (b) Notwithstanding the provisions of subparagraph (a) of a)of this Paragraph 5, at any time prior to March 15June 1, 20072016, the Company Issuers may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes (including any Additional Notes) issued under this the Indenture at a redemption price in cash of 108.250106.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings of by the Company; provided that (i) at least 65% of the initially outstanding aggregate principal amount of Notes (including any Additional Notes) originally issued under the Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and (ii) each such redemption shall occur occurs within 60 180 days of the date of the closing of each such noticeEquity Offering. (c) In addition Prior to the foregoingJune 1, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2017, the Company shall have the right at any time from Issuers may redeem all or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption part of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: sum of (A1) the principal amount thereof, plus (B2) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damagesunpaid interest, if any, to the earlier of the redemption date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect subject to the Notes to: (1) exercise, directly right of Holders on the relevant record date to receive interest due on an interest payment date that is on or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect prior to the Notesredemption date), or any remuneration in any form from plus (3) the Company for services rendered or otherwiseMake Whole Premium at the redemption date. (d) The Notes may also be redeemed, except as a whole, following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(f) of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5The 2026 Notes will be redeemable, at the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the NotesCompany’s option, in whole or in part, upon not less than 30 nor more than 60 days’ noticeat any time and from time to time on and after August 15, 2021 at the applicable redemption price set forth below. The 2026 Notes will be so redeemable at the following redemption prices (expressed as percentages a percentage of principal amount), plus accrued and unpaid interest, if any, to, but not including, the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the Indenture), if redeemed during the 12-month period commencing on August 15 of the years set forth below: 2021 105.063 % 2022 103.375 % 2023 101.688 % 2024 and thereafter 100.000 % (b) In addition, at any time and from time to time prior to August 15, 2021, the Company at its option may, on one or more occasions, redeem the 2026 Notes in an aggregate principal amount equal to up to 40.0% of the original aggregate principal amount of the 2026 Notes (including the principal amount of any Additional 2026 Notes), in an amount not to exceed the Net Cash Proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof106.750%, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to, but not including, the Redemption Date (subject to the redemption date, with right of Holders of record on the net cash proceeds of one relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or more Equity Offerings on the Redemption Date pursuant to Section 307 of the CompanyIndenture); provided provided, however, that at least 65% of the initially outstanding an aggregate principal amount of 2026 Notes equal to at least 50.0% of the original aggregate principal amount of 2026 Notes (excluding Notes held by including the Company and its Subsidiariesprincipal amount of any Additional 2026 Notes) remains outstanding must remain Outstanding immediately after the occurrence each such redemption of such redemption, 2026 Notes. Any notice of any such redemption shall may be given by prior to, and conditioned on, the Company to completion of the Holders and the Trustee within 15 related Equity Offering, but in no event may be given more than 180 days after the consummation completion of any such the related Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoingaddition, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time and from or after March time to time prior to August 15, 20042021, the 2026 Notes may be redeemed, in whole or in part, at its the Company’s option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price (the “Redemption Price”) equal to the least of: (A) 100.0% of the principal amount thereofthereof plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued interest and Liquidated Damagesunpaid interest, if any, to, but not including, the Redemption Date (subject to the earlier right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date pursuant to Section 307 of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture).

Optional Redemption. (a) Except as set forth in subparagraphs At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that: (1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of this Paragraph 5Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Company Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date). (e) Except pursuant to the preceding paragraphs, the Notes will not have be redeemable at the Issuer’s option to redeem the Notes prior to March May 15, 2008. 2024. (f) On or after March May 15, 20082024, the Company will have Issuer may on any one or more occasions redeem all or a portion of the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, Notes at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to (but not including) the applicable redemption datedate of redemption, if redeemed during the twelve12-month period beginning on March May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2008 104.125 2024 102.375 % 2009 102.063 2025 101.188 % 2010 2026 and thereafter 100.000 % % (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption datedate (whether or not a Business Day). (bh) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, The Issuer or its Affiliates may at any time prior and from time to March 15, 2007, the Company time purchase Notes. Any such purchases may redeem up be made through open market or privately negotiated transactions with third parties or pursuant to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder tender or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered exchange offers or otherwise, except upon such terms and at such prices as well as with such consideration as the redemption price of the Notes. The Company shall notify the Trustee in writing of Issuer or any such redemption as soon as practicableAffiliates may determine. The Holder To the extent Notes are purchased or beneficial owner applying for licenseotherwise acquired by the Issuer, qualification or a finding of suitability must pay such Notes may be canceled and all costs of the licensure or investigation for such qualification or finding of suitabilityobligations thereunder terminated.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) The Issuer may redeem all or, from time to time, part of this Paragraph 5, the Company will not have the option to redeem the 2021 September Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages a percentage of the principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if anyto, on the Notes redeemedbut not including, to the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on March 15 June 15, of the years indicated below: 2008 104.125 2018 101.281 % 2009 102.063 % 2010 2019 and thereafter 100.000 % % (b) Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the relevant series of 2021 September Notes or portions the portion thereof called for redemption on the applicable redemption date. (bc) Notwithstanding Any redemption notice given in respect of the provisions redemption of subparagraph any series of the 2021 September Notes (aincluding upon an Equity Offering or in connection with a transaction (or series of related transactions) or an event that constitutes a Change of this Paragraph 5Control) may, at any time prior the Issuer’s discretion, be subject to March 15the satisfaction of one or more conditions precedent, 2007including, but not limited to, the Company completion or occurrence of the related transaction, as the case may redeem up be. (d) Any redemption pursuant to 35this paragraph 5 shall be made pursuant to Sections 3.01 through 3.06 of the Indenture. (e) If a series of 2021 September Notes is listed on an exchange, and the rules of the exchange so require, the Issuer will notify the exchange of any such redemption and the principal amount of such 2021 September Notes outstanding following any partial redemption of such series of 2021 September Notes. In no event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of 2021 September Notes eligible under the Indenture to be redeemed. (f) In connection with any tender offer or other offer to purchase for all of the 2021 September Notes of a series, if Holders of not less than 90% of the initially outstanding aggregate principal amount of the then outstanding 2021 September Notes issued under this Indenture of such series validly tender and do not validly withdraw such 2021 September Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the 2021 September Notes of such series validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ notice following such purchase date, to redeem all 2021 September Notes of such series that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder in cash of 108.250% of such tender offer, plus, to the principal amount thereofextent not included in the tender offer payment, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the redemption datethereon, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionto, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitablebut excluding, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityrepurchase date.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes At any time prior to March 15, 2008. 2013, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Supplemental Indenture at a Redemption Price of 107.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided, that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Supplemental Indenture (excluding Notes held by Suburban Propane and its Subsidiaries or by the General Partner of Suburban Propane) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On or after March 15, 20082015, the Company will have Issuers may redeem all or a part of the option to redeem the Notes, in whole or in part, Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption dateRedemption Date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 below (subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date): Year Percentage 2015 103.688 % 2009 102.063 2016 102.458 % 2010 2017 101.229 % 2018 and thereafter 100.000 % (c) Notwithstanding the provisions contained in paragraphs (a) and (b) of this Section 11.08, the Issuers may redeem the Notes, in whole or in part, at any time prior to March 15, 2015, upon not less than 30 nor more than 60 days’ notice, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date). (d) Any redemption pursuant to this Section 11.08 shall be made pursuant to the provisions of Article XI hereof. (e) Unless the Company defaults Issuers default in the payment of the redemption priceRedemption Price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5At any time prior to February 15, 2024, the Company will not have Issuer may on any one or more occasions redeem up to 40% of the option to redeem the aggregate principal amount of Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in partissued under this Indenture, upon giving not less than 30 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 hereof), at a redemption price equal to 105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of an Equity Offering; provided that (1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Issuer) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to Section 3.07(a), Section 3.07(b), Section 3.10 and Section 3.11 hereof, the Notes will not be redeemable at the Issuer’s option prior to February 15, 2024. (d) On or after February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, on the Notes redeemed, to the applicable redemption datedate of redemption, if redeemed during the twelve-month period beginning on March February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2008 104.125 2024 102.813 % 2009 102.063 2025 101.406 % 2010 2026 and thereafter 100.000 % % (e) Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bf) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5Sections 3.01 through 3.06 hereof and notice may, at any time prior to March 15in the Issuer’s discretion, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, be subject to the redemption date, with the net cash proceeds satisfaction of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeconditions precedent. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at At any time prior to March 15November 1, 20072009, the Company may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250109.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more sales of Equity Offerings Interests (other than Disqualified Stock) of the Company or contributions to the Company’s common equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that that: (1) at least 65% of the initially outstanding aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such ; and (2) the redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 90 days of the date of the closing of such noticesale of Equity Interests. (b) [intentionally omitted]. (c) In addition to the foregoingOn or after November 1, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2010, the Company shall have the right at any time from may redeem all or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption a part of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of such Holder principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2010 104.625 % 2011 102.313 % 2012 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or beneficial owner 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. (e) At any time prior to November 1, 2010, the Company may also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to the least of: (A) 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the applicable date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authorityredemption, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect subject to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by rights of Holders on the Notes; or (2) relevant record date to receive any interest, any Liquidated Damages, or any other distribution or interest due on the relevant interest payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitydate.

Optional Redemption. (a) Except as set forth in subparagraphs (b), (c) and (cd) of this Paragraph 5, the Company will Issuers shall not have the option to redeem the Notes prior to March 15June 1, 20082017. On or after March 15June 1, 20082017, the Company will Issuers shall have the option to redeem the Notes, in whole or in partpart at any time, upon not less than 30 nor more than 60 days’ noticeprior notice as set forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on March 15 June 1 of the years indicated below: 2008 104.125 2017 103.313 % 2009 102.063 2018 101.656 % 2010 2019 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15June 1, 20072016, the Company Issuers may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes (including any Additional Notes) issued under this the Indenture at a redemption price in cash of 108.250106.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings of by the Company; provided that (i) at least 65% of the initially outstanding aggregate principal amount of Notes (including any Additional Notes) originally issued under the Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and (ii) each such redemption shall occur occurs within 60 180 days of the date of the closing of each such noticeEquity Offering. (c) In addition Prior to the foregoingJune 1, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2017, the Company shall have the right at any time from Issuers may redeem all or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption part of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: sum of (A1) the principal amount thereof, plus (B2) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damagesunpaid interest, if any, to the earlier of the redemption date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect subject to the Notes to: (1) exercise, directly right of Holders on the relevant record date to receive interest due on an interest payment date that is on or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect prior to the Notesredemption date), or any remuneration in any form from plus (3) the Company for services rendered or otherwiseMake Whole Premium at the redemption date. (d) The Notes may also be redeemed, except as a whole, following certain Change of Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(f) of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5The Notes will be redeemable, at the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the NotesCompany’s option, in whole at any time or in partpart from time to time, on or after May 1, 2009 and prior to maturity, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first class mail to each Holders’ last address as it appears in the Note Register, at the redemption prices following Redemption Prices (expressed as in percentages of principal amount thereof) set forth below amount), plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the Redemption Date (subject to the right of Holders of record on the Notes redeemed, relevant Regular Record Date that is on or prior to the applicable redemption dateRedemption Date to receive interest due on an Interest Payment Date), if redeemed during the twelve12-month period beginning on March 15 commencing May 1, of the years indicated set forth below: 2008 104.125 % Year Redemption Price 2009 102.063 104.688% 2010 and thereafter 100.000 102.344% Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 52011 100.000% In addition, at any time prior to March 15May 1, 20072008, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of the Notes issued under this Indenture with the Net Cash Proceeds of one or more Equity Offerings by (1) the Company or (2) Grupo TFM to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption price in cash of 108.250Redemption Price equal to 109.375% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesliquidated damages thereon (as determined by the Company), if any, to the redemption dateRedemption Date; provided, with the net cash proceeds of one or more Equity Offerings of the Company; provided however, that after giving effect to any such redemption: (1) at least 65% of the initially outstanding original aggregate principal amount of the Notes remains outstanding; and (excluding Notes held by the Company and its Subsidiaries2) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall must be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur made within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) Equity Offering and must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding made in accordance with certain procedures set forth in the Indenture. Upon completion of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitableExchange Offer, the Company shall have may also redeem any Notes which were not surrendered in the right at any time from or after March 15, 2004, at its option: (1) Exchange Offer in an amount up to require any such Holder or beneficial owner to dispose 1.0% of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption original aggregate principal amount of the Notes of such Holder or beneficial owner issued at a redemption price equal to the least of: (A) the of 100% of their principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityRedemption Date.

Optional Redemption. (a) Except as set forth in subparagraphs (b) below and (c) of this Paragraph 5as set forth under Section 3.07 above, the Company will not have the option be entitled to redeem the Notes at its option prior to March July 15, 2008. On or after March 2019. (a) At any time prior to July 15, 20082019, the Company will have may redeem all or a part of the option Notes upon notice pursuant to Section 3.03, at a redemption price equal to 100% of the principal amount of Notes to be 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 Regular Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after July 15, 2019, the Company may redeem the Notes, in whole or in part, upon notice pursuant to Section 3.03 above, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, if redeemed beginning on July 15 of the years indicated below: 2019 104.125 % 2020 102.750 % 2021 101.375 % 2022 and thereafter 100.000 % (c) In addition, until July 15, 2019, the Company may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued by it at a redemption price equal to 105.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) remains Outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of the applicable Equity Offering. (d) Notwithstanding the foregoing, in connection with any tender offer for all of the Outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any Change of Control Offer), if Holders of not less than 90% in aggregate principal amount of the Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a price equal to the redemption prices (expressed as percentages of principal amount thereof) set forth below plus price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemedthereon, to the applicable redemption dateto, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption pricebut excluding, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeredemption. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs subsection (b), (c) and (cd) of this Paragraph 5Section 3.07, the Company will Issuers shall not have the option be entitled to redeem the Notes prior to March at their option. (b) On and after June 15, 2008. On or after March 15, 20082014, the Company will have the option to Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior written notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-twelve month period beginning on March June 15 of each of the years indicated set forth below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bc) Notwithstanding the provisions of subparagraph subsection (a) of this Paragraph 5Section 3.07, at any time prior to March June 15, 20072013, the Company Issuers may redeem up to 35% of the initially outstanding aggregate principal amount of the Notes issued under this Indenture at a redemption price in cash of 108.250112.625% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the redemption date, date if: (1) such redemption is made with the net cash proceeds of one or more Equity Offerings of the Company; provided that Offerings; (2) at least 65% of the initially outstanding aggregate principal amount of the Notes (excluding Notes held by the Company and its Subsidiaries) remains issued under this Indenture remain outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given (excluding Notes held by the Company to Issuers or any of their Subsidiaries); and (3) the Holders and the Trustee redemption occurs within 15 90 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (cd) In addition At any time prior to the foregoingJune 15, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2014, the Company Issuers shall have the right be entitled at any time from their option to redeem some or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption all of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) 100% of the principal amount thereofof the Notes plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to, the redemption date. Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or date. (Ce) such other lesser amount as may Any redemption pursuant to this Section 3.07 shall be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect made pursuant to the Notes to: (1) exercise, directly or indirectly, provisions of Section 3.01 through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability3.06 hereof.

Optional Redemption. (a) Except At any time prior to February 1, 2019, the Company may redeem the Notes in whole or in part, at its option, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as set forth in subparagraphs percentages of principal amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) At any time and from time to time prior to February 1, 2019, the Company may, on one or more occasions, upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 109.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received from one or more Equity Offerings; provided that not less than 50.0% of the original aggregate principal amount of Notes initially issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to clauses (a) and (b) of this Paragraph 5Section 5.7 or pursuant to Section 5.9, the Notes will not be redeemable at the Company’s option prior to February 1, 2019. (d) At any time and from time to time on or after February 1, 2019, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to may redeem the Notes, in whole or in part, upon not less than 30 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount thereofof the Notes to be redeemed) set forth below in the table below, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable redemption relevant interest payment date, if redeemed during the twelve-month twelve‑month period beginning on March 15 February 1 of each of the years indicated in the table below: 2008 104.125 Period Percentage 2019 104.750% 2009 102.063 2020 102.375% 2010 2021 and thereafter 100.000 100.000% (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 15 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 15 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to but not including, the date of such redemption. (f) Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date. (bg) Notwithstanding Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 5.1 through 5.6. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth At any time prior to January 15, 2024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. Any redemption notice given in subparagraphs respect of the redemption referred to in the preceding paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent, including the completion of the Equity Offering. (b) At any time prior to January 15, 2024, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, 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. Any such redemption and notice may, at the discretion of the Company, be subject to satisfaction of one or more conditions precedent. (c) of this Paragraph 5Except pursuant to the two preceding paragraphs and the provisions under Section 3.10 and Section 3.11 hereof, the Notes will not be redeemable at the Company’s option prior to January 15, 2024. (d) On or after January 15, 2024, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelveperiods indicated below, subject to the rights of holders of the Notes on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 or after January 15, 2024 102.500 % 2009 102.063 Twelve-month period on or after January 15, 2025 101.250 % 2010 and thereafter On or after January 15, 2026 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (be) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5Section 3.01 through Section 3.06 hereof and may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s discretion, the redemption date may be delayed until such time (provided, however, that any time prior to March 15delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, 2007or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may redeem up to 35% provide in such notice that payment of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings performance of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights ’s obligations with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitymay be performed by another Person.

Optional Redemption. (a) Except as set forth At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 107.00% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Parent Guarantor, the Company and their respective Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. Any redemption notice given in subparagraphs respect of the redemption referred to in the preceding paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent, including the completion of the Equity Offering. (b) At any time prior to February 15, 2024, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, 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 and Additional Amounts, if any, to, 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. Any such redemption and notice may, at the discretion of the Company, be subject to satisfaction of one or more conditions precedent. (c) of this Paragraph 5Except pursuant to the two preceding paragraphs, and the provisions under Section 3.10 and Section 3.11 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024. (d) On or after February 15, 2024, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelveperiods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period beginning on March 15 or after February 15, 2024 103.500 % Twelve-month period on or after February 15, 2025 101.750 % On or after February 15, 2026 100.000 % (e) In connection with any tender offer or other offer (including a Change of Control Offer, an Asset Sale Offer or a Compliance Sale Offer) to purchase for all of the years indicated below: 2008 104.125 Notes, if Holders of not less than 90% 2009 102.063 % 2010 of the aggregate principal amount of the then outstanding Notes validly tender and thereafter 100.000 % do not validly withdraw such Notes in such tender offer or other offer and the Company, or any third party making such tender offer or other offer in lieu of the Company, purchases all of such Notes validly tendered and not validly withdrawn by such Holders, all of the Holders of such Notes will be deemed to have consented to such tender or other offer and, accordingly, the Company or such third party will have the right upon not less than 10 days’ and no more than 60 days’ prior written notice, given not more than 30 days following the expiration date of such tender offer or other offer, to holders of the Notes following such purchase date, to redeem all, but not some, Notes that remain outstanding following such purchase at a price equal to the price paid (excluding any early tender premium or similar payment) to each other Holder in such tender offer or other offer, plus, to the extent not included in the tender offer payment or other offer, accrued and unpaid interest, if any, on Notes so redeemed, to, but excluding such redemption date. (f) Any redemption set forth in this Section 3.07 may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s discretion, the redemption date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations under this Indenture with respect to such redemption may be performed by another Person. (g) Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bh) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 3.01 through 3.06 hereof. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15November 1, 20082010, the Company will have the option to redeem all or a part of the Notes, in whole or in part, Notes upon not less than 30 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 November 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2008 104.125 Year Percentage 2010 104.625 % 2009 102.063 2011 102.313 % 2010 2012 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. At any time prior to November 1, 2010, the Company may also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days prior notice mailed by first-class mail to each Holder’s registered address, 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 and Liquidated Damages, if any, to the applicable 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) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15November 1, 20072009, the Company may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this the Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more sales of Equity Offerings Interests (other than Disqualified Stock) of the Company or contributions to the Company’s common equity capital made with the net cash proceeds of one or more sales of Equity Interests (other than Disqualified Stock) of Parent; provided that at least 65% of the initially outstanding in aggregate principal amount of the Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any redemption and that such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 90 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate closing of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner sale of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityEquity Interests.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5At any time prior to April 15, 2021, the Company will may, at its option, redeem all or any portion of the Notes on not have less than 15 nor more than 60 days’ prior notice mailed (or, in the option case of Global Notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and (ii) the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption. b) At any time and from time to time on or after April 15, 2021, the Company may redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, at the Company’s option, upon not less than 30 15 nor more than 60 days’ noticeprior notice mailed (or, in the case of global notes, delivered electronically in accordance with the procedures of the Depositary) to Holders of the Notes to be redeemed at a redemption price equal the redemption prices (expressed as percentages percentage of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to to, but excluding, the applicable redemption datedate of redemption, if redeemed during the twelve-month period beginning on March April 15 of the years year indicated below: 2008 104.125 2021 102.688 % 2009 102.063 2022 101.344 % 2010 2023 and thereafter 100.000 % c) At any time and from time to time prior to April 15, 2021, the Company may redeem Notes with the Net Cash Proceeds received by the Company from any Equity Offering at a redemption price equal to 105.375% plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (ii) not less than 60% of the original aggregate principal amount of the Notes remain outstanding immediately thereafter (including Notes that are being called for redemption but excluding Notes held by the Company or any of its Restricted Subsidiaries). d) Any redemption and notice of redemption may, at the Company’s option, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to an equity offering, the consummation of such equity offering). Such notice shall state that, at the Company’s option, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed. e) If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. f) Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bg) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSection 3.01 through 3.06. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth described below under clauses 5(b), 5(c) and 5(d) hereof and in subparagraphs Section 4.14(f) of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to December 15, 2016. (b) At any time prior to December 15, 2016, the Issuer may on one or more occasions redeem all or a part of the Notes upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to the sum of (i) 100.0% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as of the date of redemption (the “Redemption Date”), plus (iii) accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) of this Paragraph 5On and after December 15, 2016, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticenotice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, thereon to the applicable redemption dateRedemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on March December 15 of each of the years indicated below: 2008 104.125 2016 104.031 % 2009 102.063 2017 102.688 % 2010 2018 101.344 % 2019 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (bd) Notwithstanding Until December 15, 2016, the provisions of subparagraph (a) of this Paragraph 5Issuer may, at any time prior to March 15its option, 2007and on one or more occasions, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this the Indenture at a redemption price in cash of 108.250equal to 105.375% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the redemption dateRedemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of received by it from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of the Companya concurrent Equity Offering; provided provided, that (A) at least 65% of the initially outstanding aggregate principal amount of Notes (excluding originally issued under the Indenture on the Issue Date and any Additional Notes held by issued under the Company and its Subsidiaries) Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption, notice of any ; and (B) each such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 180 days of the date of closing of each such noticeEquity Offering. In addition to any redemption pursuant to this paragraph 5, the Issuer may at any time and from time to time purchase Notes in the open market or otherwise. (ce) In addition Any redemption pursuant to this paragraph 5 shall be made pursuant to the foregoingprovisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, if (1) whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof, and any Gaming Authority makes a determination such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of unsuitability of a Holder or beneficial owner of the related Equity Offering. If any Notes (or of are listed on an Affiliate exchange, and the rules of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do exchange so by the Gaming Authority, or (B) is denied such license or qualification or not found suitablerequire, the Company Issuer shall have notify the right at any time from or after March 15, 2004, at its option: (1) to require exchange of any such Holder or beneficial owner to dispose notice of its Notes within 30 days (or such earlier date as may be required by redemption. In addition, the applicable Gaming Authority) Issuer shall notify the exchange of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any Notes outstanding following any partial redemption of such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityNotes.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5At any time prior to January 15, 2027, the Company will not have Issuer may on any one or more occasions redeem up to 40% of the option to redeem aggregate principal amount of the Notes issued under this Indenture prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in partredemption date, upon not less than 30 10 nor more than 60 days’ notice, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date with an amount not to exceed the amount of net cash proceeds of one or more Equity Offerings consummated after the Issue Date; provided that: (1) at least 50% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (unless all such Notes are otherwise repurchased or redeemed pursuant to another provision described under this Article 3); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to January 15, 2027, the Issuer may on any one or more occasions redeem all or any part of the Notes upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Redemption Premium as of, and accrued and unpaid interest, if any, to the date of redemption. (c) On or after January 15, 2027, the Issuer may on any one or more occasions redeem all or any part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages a percentage of principal amount thereofof the Notes) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March January 15 of the years indicated below: 2008 104.125 Year Percentage 2027 103.500% 2009 102.063 2028 101.750% 2010 2029 and thereafter 100.000 100.000% Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bd) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (e) Notwithstanding the provisions foregoing, in connection with any tender offer for the Notes, including a Change of subparagraph (a) Control Offer or Asset Sale Offer for the Notes, if Holders of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35not less than 90% of the initially outstanding in aggregate principal amount of the then outstanding Notes issued under this Indenture validly tender and do not validly withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuer, purchase all of the Notes validly tendered and not validly withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer, and accordingly the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in cash of 108.250% of such offer (which may be less than par) plus, to the principal amount thereofextent not included in the offer payment, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to thereon, to, but excluding, the redemption date, with subject to the net cash proceeds right of one Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date falling prior to or more Equity Offerings on the redemption date. In determining whether the Holders of the Company; provided that at least 6590% of the initially outstanding aggregate principal amount of the then outstanding Notes (excluding have validly tendered and not validly withdrawn such Notes held in a tender offer, including a Change of Control Offer or Asset Sale Offer, as applicable, Notes owned by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder the Issuer or beneficial owner), by funds controlled or (2) managed by any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated DamagesIssuer, or any other distribution successor thereof, shall be deemed to be outstanding for the purposes of such tender offer, including a Change of Control Offer or payment with respect to the NotesAsset Sale Offer, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityapplicable.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes At any time prior to March 15, 2008. On or after March December 15, 2008, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including the principal amount of any Additional Notes issued under this Indenture) at a redemption price equal to 111.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiaries, but including any Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days after the date of the closing of any such Equity Offering. (b) Except pursuant to the preceding paragraph and clause (e) below, the Notes will have not be redeemable at the Company's option prior to December 15, 2009. (c) On or after December 15, 2009, the Company may redeem all or a part of the Notes, in whole or in part, Notes upon not less than 30 nor more than 60 days’ notice' notice (except that redemption notices may be mailed more than 60 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 Article 8 or 11 hereof), at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March December 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless , subject to the Company defaults in the payment rights of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue Holders of Notes on the Notes or portions thereof called for redemption relevant record date to receive interest on the applicable redemption relevant interest payment date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.:

Optional Redemption. (a) Except as set forth in subparagraphs (b), (c) and (cd) of this Paragraph 5Section 3.07 and Section 4.15 (h), the Company Notes will not have be redeemable at the Issuers’ option. (b) At any time prior to July 15, 2015, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 109.250% of the aggregate principal amount of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to but not including, the redemption date using an amount of cash equal to the net cash proceeds of one or more Equity Offerings, provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by an Issuer or a Subsidiary of an Issuer) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to July 15, 2015, the Notes may be redeemed in whole or in part at the option of the Issuers upon not less than 30 days nor more than 60 days’ prior notice mailed by first-class mail to redeem each Holder’s registered address (or transmitted otherwise in accordance with the applicable procedures of DTC), with a copy to the Trustee, at a redemption price equal to 100% of the principal amount of the Notes prior to March 15be redeemed plus the Applicable Premium as of, 2008. and accrued and unpaid interest and Additional Interest, if any, to but not including the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the interest payment date). (d) On or after March July 15, 20082015, the Company will have the option to Issuers may redeem the Notes, in whole or in part, upon not less than 30 days nor more than 60 days’ noticenotice by first-class mail, postage prepaid (or transmitted otherwise in accordance with the applicable procedures of DTC), with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register (or otherwise in accordance with the procedures of DTC), at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on the Notes redeemed, to to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning set forth below, subject to the rights of holders of Notes on March 15 of the years indicated belowrelevant record date to receive interest on the relevant interest payment date: 2008 104.125 On or after July 15, 2015 to January 14, 2016 104.625 % 2009 102.063 On or after January 15, 2016 to July 14, 2016 103.469 % 2010 and thereafter On or after July 15, 2016 to January 14, 2017 102.313 % On or after January 15, 2017 to July 14, 2017 101.156 % On or after July 15, 2017 100.000 % % (e) Unless the Company defaults Issuers default in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bf) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 3.01 through 3.06 hereof. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the The Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will shall have the option to redeem the Notes, in whole or in part, in cash from time to time, upon not less than 30 days' nor more than 60 days’ ' notice, prior to March 1, 2007 at a redemption price equal to the greater of (i) 104.875% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest (and Liquidated Damages, if any) and (ii) the Make-Whole Premium, plus to the extent not included in the Make-Whole Premium, accrued and unpaid interest (and Liquidated Damages, if any) to, but not including, the redemption date. (b) The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at any time on or after March 1, 2007, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing March 1 of the years indicated below, in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the corresponding Interest Payment Date that is on or prior to such redemption date) together with accrued and unpaid interest (and Liquidated Damages, if any), thereon to the date of redemption of the Notes (the "Redemption Date"): 2007 104.875 % 2008 103.250 % 2009 101.625 % 2010 and thereafter 100.000 % (c) Notwithstanding the provisions of clauses (a) and (b) of this Section, at any time or from time to time until March 1, 2005, upon one or more public equity offerings of the Parent's Qualified Capital Stock, up to 35% of the aggregate principal amount thereofof the Notes issued pursuant to the Indenture (only as necessary to avoid any duplication, excluding any replacement Notes) set forth below plus may be redeemed at the Company's option within 90 days of such public equity offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash in an amount not in excess of the Net Cash Proceeds of such public equity offering, at a redemption price equal to 109.750% of principal, together with accrued and unpaid interest and Liquidated Damages, if any, to, but not including, the Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the aggregate principal amount of the Notes (but in no event less than $100 million aggregate principal amount of the Notes) originally issued pursuant to the Indenture on the Issue Date remain outstanding (only as necessary to avoid any duplication, excluding any replacement Notes). (d) Notice of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes redeemedare to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 unless all of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 Notes held by a Holder are to be redeemed. On and thereafter 100.000 % Unless the Company defaults in the payment of after the redemption price, date interest and the Liquidated Damages, if any, will cease ceases to accrue on the Notes or portions thereof called for redemption unless the Company defaults in such payments due on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under the Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that: (1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of the Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of this Paragraph 5Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Company Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes of such series at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date). (e) Except pursuant to the preceding paragraphs, the Notes will not have be redeemable at the Issuer’s option to redeem the Notes prior to March May 15, 2008. 2024. (f) On or after March May 15, 20082024, the Company will have Issuer may on any one or more occasions redeem all or a portion of the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, Notes at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to (but not including) the applicable redemption datedate of redemption, if redeemed during the twelve12-month period beginning on March May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2008 104.125 2024 102.375% 2009 102.063 2025 101.188% 2010 2026 and thereafter 100.000 % 100.000% (g) In connection with any redemption of Notes (including with cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met, by providing notice to the Holders of Notes. Notes called for redemption become due on the applicable redemption date (as such date may be extended or delayed). Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. date (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification whether or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (BBusiness Day), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs described under clauses (b), (c) and (d) below, the Notes will not be redeemable at the Issuers’ option before the maturity date of the Notes. (b) At any time and from time to time prior to April 15, 2027, the Issuers may redeem all or a part of the Notes at a redemption price, calculated by the Issuer, equal to the greater of: (1)(A) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the applicable redemption date (assuming the Notes matured on the First Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (B) interest accrued to the applicable date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the applicable date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) of this Paragraph 5On or after April 15, 2027, the Company will not have the option to Issuers may redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notesat their option, in whole at any time or in part, upon not less than 30 nor more than 60 days’ noticepart from time to time, at the following redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% percentage of the principal amount thereofof the Notes to be redeemed), plus accrued and unpaid interest and Liquidated Damagesto, but excluding, the applicable redemption date (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if anyredeemed during the 12-month period commencing on April 15 of the years set forth in the table below: 2027 104.8750% 2028 102.4375% 2029 and thereafter 100.0000% (d) Notwithstanding the foregoing, at any time and from time to time on or prior to April 15, 2027, the redemption date, Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the CompanyIssuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 109.750%, plus accrued and unpaid interest to thereon, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided provided, however, that at least 6550% of the initially outstanding original aggregate principal amount of the Notes (excluding Notes held by the Company and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offeringfurther, and that such redemption shall occur within 60 120 days of after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of such noticeNotes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. (ce) In addition Any redemption notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the foregoing, if (1) any Gaming Authority makes a determination provisions of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption Sections 3.01 through 3.06 of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs clauses (b), (d) and (e) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to March 1, 2020. (b) At any time prior to March 1, 2020, the Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling on or prior to the Redemption Date. (c) of this Paragraph 5On and after March 1, 2020, the Company will not have the Issuers may, at their option to redeem the Notes prior to March 15and on one or more occasions, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticenotice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable redemption dateRedemption Date, if redeemed during the twelve-month twelvemonth period beginning on March 15 1 of each of the years indicated below: 2008 104.125 2020 102.875 % 2009 102.063 2021 101.438 % 2010 2022 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (bd) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5In addition, at any time prior to March 151, 20072020, the Company may Issuers may, at their option, upon notice in accordance with Section 3.03 hereof, on one or more occasions, redeem up to 35% of the initially outstanding an aggregate principal amount of the Notes (including, for the avoidance of doubt, any Additional Notes) issued under this Indenture not to exceed an amount equal to the aggregate net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer at a redemption price in cash (as a percentage of 108.250% principal amount of the principal amount thereofNotes to be redeemed) of 105.75%, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to, but excluding, the Redemption Date, subject to the redemption dateright of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided, with that (i) the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65amount redeemed shall not exceed 40% of the initially outstanding aggregate principal amount of the Notes issued under this Indenture; (excluding ii) at least 50% of the aggregate principal amount of the Notes held by originally issued under this Indenture on the Company and its Subsidiaries) Issue Date remains outstanding immediately after the occurrence of each such redemption, notice of any ; and (iii) each such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 180 days of the date of such noticeclosing of the applicable Equity Offering or contribution. (ce) In addition to Notwithstanding the foregoing, in connection with any Change of Control Offer, Asset Sale Offer or other tender offer for the Notes, if (1) any Gaming Authority makes a determination Holders of unsuitability not less than 90.0% in aggregate principal amount of a Holder the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Asset Sale Offer or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner)other tender offer and the Issuers, or (2) any Gaming Authority requires that a Holder third party making such Change of Control Offer, Asset Sale Offer or beneficial owner other tender offer in lieu of the Issuers, purchases all of the Notes (or an Affiliate thereof) must be licensedvalidly tendered and not validly withdrawn by such Holders, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (the Issuers or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall third party will have the right at any time from or after March 15upon not less than 10 nor more than 60 days’ prior notice, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within given not more than 30 days (or following such earlier date as may be required by the applicable Gaming Authority) of receipt of purchase date, to redeem all Notes that remain outstanding following such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner purchase at a redemption price equal to the least of: (A) price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer plus, to the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, extent not included in the case Change of either clause (A) above Control Offer, Asset Sale Offer or this clause (B)other tender offer payment, together with accrued interest and Liquidated Damagesunpaid interest, if any, thereon, to, but excluding, the Redemption Date or purchase date, subject to the earlier right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice of any redemption, whether in connection with an Equity Offering, Change of Control, Asset Sale, other transaction or event or otherwise, may, at the Issuers’ discretion, be given prior to the completion or occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time (which may be more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the Redemption Date, or by the Redemption Date so delayed, or that such notice may be rescinded at any time in the Issuer’s discretion if the Issuers determine that any or all of such conditions will not be satisfied. For the avoidance of doubt, if any Redemption Date shall be delayed pursuant to this Section 3.07 and the terms of the applicable notice of redemption, such Redemption Date as so delayed may occur at any time after the original Redemption Date set forth in the applicable notice of redemption and after the satisfaction of any applicable conditions precedent, including, without limitation, on a date that is less than 10 days after the original Redemption Date and/or more than 60 days after the date of the denial applicable notice of license or qualification or redemption. In addition, the Issuers may provide in such notice that payment of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner redemption price and performance of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights Issuers’ obligations with respect to such redemption may be performed by another Person. (g) The Issuers, the Investors and their respective Affiliates may, at their discretion, at any time and from time to time acquire Notes to: (1) exerciseby means other than a redemption, directly or indirectlywhether by tender offer, through any Personin the open market, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damagesnegotiated transactions, or any other distribution otherwise. (h) The Trustee shall have no duty to calculate or payment with respect to verify the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price calculation of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityApplicable Premium.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5below, the Company will shall not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option be entitled to redeem the Notes. On and after January 15, in whole 2010, the Company shall be entitled at its option to redeem all or in part, a portion of the Notes upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed as in percentages of principal amount thereof) set forth below on the redemption date), plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable redemption relevant interest payment date), if redeemed during the twelve12-month period beginning commencing on March January 15 of the years indicated set forth below: 2008 104.125 Redemption Period Price ------ ---------- 2010 105.50% 2009 102.063 2011 102.75% 2010 2012 and thereafter 100.000 100.00% Unless In addition, prior to January 15, 2009, the Company defaults in the payment of the redemption price, interest and the Liquidated Damagesshall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any, will cease ) in an aggregate principal amount not to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to exceed 35% of the initially outstanding aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture at a redemption price in cash (expressed as a percentage of 108.250% principal amount) of the principal amount thereof111.00%, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of from one or more Public Equity Offerings of the Companyfollowing which there is a Public Market; provided provided, however, that (1) at least 65% of the initially outstanding such aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given (other than Notes held, directly or indirectly, by the Company to the Holders or its Affiliates); and the Trustee (2) each such redemption occurs within 15 90 days after the consummation date of any such the related Public Equity Offering. Prior to January 15, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2010, the Company shall have the right at any time from or after March 15, 2004, be entitled at its option: (1) option to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authorityredeem all, or (2) to call for the redemption but not less than all, of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) 100.00% of the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensedplus the Applicable Premium as of, qualified or found suitable or is denied a license, qualification or finding of suitabilityand accrued and unpaid interest to, the Holder or beneficial owner will not have any further rights with respect redemption date (subject to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by of Holders on the Notes; or (2) relevant record date to receive any interest, any Liquidated Damages, or any other distribution or interest due on the relevant interest payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notesdate). The Company shall notify the Trustee in writing cause notice of any such redemption as soon as practicable. The Holder or beneficial owner applying for licenseto be mailed by first-class mail to each Holder's registered address, qualification or a finding of suitability must pay all costs of not less than 30 nor more than 60 days prior to the licensure or investigation for such qualification or finding of suitabilityredemption date.

Optional Redemption. (a) With respect to the 2019 Notes: (1) At any time, prior to June 1, 2014, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of 2019 Notes issued under this Indenture (including any additional 2019 Notes issued after the issue date) at a redemption price of 106.000% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (A) at least 65% of the aggregate principal amount of 2019 Notes issued under this Indenture (excluding 2019 Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (B) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (2) Except pursuant to the preceding paragraph or as otherwise set forth in subparagraphs (b) and (c) below, the 2019 Notes will not be redeemable at the Issuer’s option prior to June 1, 2014; provided, however, the Issuer may acquire the 2019 Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March 15, 2008. Indenture. (3) On or after March 15June 1, 20082014, the Company will have Issuer may redeem all or a part of the option to redeem the Notes, in whole or in part, 2019 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the 2019 Notes redeemed, to to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 June 1 of the years indicated below, subject to the rights of holders of 2019 Notes on the relevant record date to receive interest on the relevant interest payment date: 2008 104.125 2014 103.000 % 2009 102.063 2015 101.500 % 2010 2016 and thereafter 100.000 % Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the 2019 Notes or portions thereof called for redemption on the applicable redemption date. (4) At any time, prior to June 1, 2014, the Issuer may also redeem all or a part of the 2019 Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to 100% of the principal amount of 2019 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of holders of 2019 Notes on the relevant record date to receive interest due on the relevant interest payment date. (b) Notwithstanding With respect to the provisions of subparagraph 2021 Notes: (a1) of this Paragraph 5At any time, at any time prior to March 15June 1, 20072016, the Company Issuer may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of 2021 Notes issued under this Indenture (including any additional 2021 Notes issued after the issue date) at a redemption price in cash of 108.250106.250% of the principal amount thereofamount, plus accrued and unpaid interest and Liquidated Damagesto, if anybut not including, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the CompanyOfferings; provided that that: (A) at least 65% of the initially outstanding aggregate principal amount of 2021 Notes issued under this Indenture (excluding 2021 Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such ; and (B) the redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 180 days of the date of the closing of such noticeEquity Offering. (c2) In addition Except pursuant to the foregoingpreceding paragraph or as otherwise set forth below, the 2021 Notes will not be redeemable at the Issuer’s option prior to June 1, 2016; provided, however, the Issuer may acquire the 2021 Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of this Indenture. (3) On or after June 1, 2016, the Issuer may redeem all or a part of the 2021 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2021 Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of holders of 2021 Notes on the relevant record date to receive interest on the relevant interest payment date: 2016 103.125 % 2017 102.083 % 2018 101.042 % 2019 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the 2021 Notes or portions thereof called for redemption on the applicable redemption date. (4) At any time prior to June 1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed2016, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification the Issuer may also redeem all or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption part of the Notes of such Holder or beneficial owner 2021 Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at a redemption price equal to the least of: (A) 100% of the principal amount thereofof 2021 Notes redeemed plus the Applicable Premium as of, (B) and accrued and unpaid interest to, but not including, the price at which such Holder or beneficial owner acquired the NotesRedemption Date, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, subject to the earlier rights of holders of 2021 Notes on the relevant record date of to receive interest due on the relevant interest payment date. (c) Any redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may pursuant to this Section 3.07 shall be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect made pursuant to the Notes to: (1) exercise, directly or indirectly, provisions of Sections 3.01 through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability3.06 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) The Company may, at its option, redeem all or a part of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to to, but not including, the applicable redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date, if redeemed during ): Prior to the twelve-month period beginning on March 15 first anniversary of the years indicated below: 2008 104.125 Issue Date 103.00 % 2009 102.063 % 2010 and thereafter 100.000 % Unless On or after the Company defaults in the payment first anniversary of the redemption price, interest and Issue Date but prior to the Liquidated Damages, if any, will cease second anniversary of the Issue Date 102.00 % On or after the second anniversary of the Issue Date but prior to accrue on the Notes or portions thereof called for redemption on third anniversary of the applicable redemption date.Issue Date 101.00 % After the third anniversary of the Issue Date 100.00 % (b) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 3.01 through 3.06 hereof. (c) In addition Notwithstanding anything to the foregoingcontrary in this Indenture, if (1) any Gaming Authority makes a determination each redemption or distribution in respect of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption principal amount of the Notes of such Holder after acceleration thereof pursuant to Section 6.02 hereof (including automatically pursuant to Section 6.02(a) hereof), shall be accompanied by, and there shall become due and payable automatically upon acceleration, a payment premium payable in cash on the principal amount so redeemed or beneficial owner at a redemption price distributed or on the principal amount that has become or is declared accelerated pursuant to Section 6.02 hereof (including automatically pursuant to Section 6.02(a) hereof), in an amount equal to the least of: (A) Redemption Price Premium, calculated on the aggregate principal amount thereofof the Notes so redeemed, (B) the price at which such Holder distributed or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B)accelerated, together with all accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by on such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5The Notes will be redeemable, at the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the NotesCompany’s option, in whole at any time or in partpart from time to time, on or after May 1, 2009 and prior to maturity, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first class mail to each Holder’s last address as it appears in the Note Register, at the redemption prices following Redemption Prices (expressed as in percentages of principal amount thereof) set forth below amount), plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the Redemption Date (subject to the right of Holders of record on the Notes redeemed, relevant Regular Record Date that is on or prior to the applicable redemption dateRedemption Date to receive interest due on an Interest Payment Date), if redeemed during the twelve12-month period beginning on March 15 commencing May 1 of the years indicated set forth below: 2008 104.125 % Year Redemption Price 2009 102.063 104.688 % 2010 and thereafter 102.344 % 2011 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5In addition, at any time prior to March 15May 1, 20072008, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of the Notes issued under this Indenture with the Net Cash Proceeds of one or more Equity Offerings by (1) the Company or (2) Grupo TFM to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption price in cash of 108.250Redemption Price equal to 109.375% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesliquidated damages thereon (as determined by the Company), if any, to the redemption dateRedemption Date; provided, with the net cash proceeds of one or more Equity Offerings of the Company; provided however, that after giving effect to any such redemption: (1) at least 65% of the initially outstanding original aggregate principal amount of the Notes remains outstanding; and (excluding Notes held by the Company and its Subsidiaries2) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall must be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur made within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) Equity Offering and must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding made in accordance with the provisions of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by Article Three. Upon completion of the Gaming Authority, or (B) is denied such license or qualification or not found suitableExchange Offer, the Company shall have may also redeem any Notes which were not exchanged in the right at any time from or after March 15, 2004, at its option: (Exchange Offer in an amount up to 1) to require any such Holder or beneficial owner to dispose % of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption original aggregate principal amount of the Notes of such Holder or beneficial owner issued at a redemption price equal to the least of: (A) the of 100% of their principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityRedemption Date.

Optional Redemption. (a) Except At any time prior to January 15, 2023, the Issuer may, at its option, on one or more occasions redeem all or a part of the Notes, upon notice as set forth in subparagraphs described under Section 3.03 hereof, at a redemption price (as calculated by the Issuer) equal to the sum of (i) 100.0% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium calculated as of the date the notice of redemption is given plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to January 15, 2023, the Issuer may, at its option and on one or more occasions, redeem, upon notice as described under Section 3.03 hereof, up to 40.0% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 105.750% of the aggregate principal amount thereof, with an amount equal to or less than the cash proceeds less underwriting fees from one or more Equity Offerings to the extent such cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided, (A) at least 50.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (and excluding any Additional Notes issued under this Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed (or to be repurchased or redeemed) in accordance with the terms of this Indenture); (B) that for purposes of calculating the principal amount of the Notes able to be redeemed with such cash proceeds of such Equity Offering or Equity Offerings, such amount shall include the principal amount of the Notes to be redeemed plus the premium on such Notes to be redeemed; and (C) each such redemption occurs within 180 days of the date of closing of each such Equity Offering or contribution. (c) In connection with any tender offer or other offer to purchase the Notes (including a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not withdraw such Notes in such offer and the Issuer, or any third party making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders will be deemed to have consented to such tender offer or other offer to purchase and, accordingly, the Issuer or such third party will have the right upon notice, given not more than 90 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer or other offer to purchase (which may be less than par and shall exclude any early tender premium and any accrued and unpaid interest paid to any Holder in such offer payment), plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date. (d) Except pursuant to clause (a), (b) or (c) of this Paragraph 5Section 3.07, the Company Notes will not have be redeemable at the Issuer’s option to redeem the Notes prior to March January 15, 2008. 2023. (e) On or and after March January 15, 20082023, the Company will have the Issuer may, at its option to redeem the Notes, in whole or in part, on one or more occasions, upon not less than 30 nor more than 60 days’ noticenotice as described under Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable redemption daterelevant Interest Payment Date, if redeemed during the twelve-month period beginning on March January 15 of each of the years indicated below: 2008 104.125 2023 102.875 % 2009 102.063 2024 101.438 % 2010 2025 and thereafter 100.000 % Unless % (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the Company defaults in the payment provisions of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateSections 3.01 through 3.06 hereof. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (cg) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails redemption pursuant to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitablethis Section 3.07, the Company shall have the right Issuer or its Affiliates may at any time and from or after March 15, 2004, at its option: (1) time to require any such Holder or beneficial owner to dispose of its time acquire Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at means other than a redemption price equal or offer to the least of: (A) the principal amount thereofpurchase, (B) the price at which such Holder or beneficial owner acquired the Noteswhether by tender offer, in the case open market, negotiated transaction or otherwise. (h) Any notice of either clause redemption made in connection with a related transaction or event (Aincluding an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) above or this clause (B)may, together with accrued interest and Liquidated Damagesat the Issuer’s discretion, if any, be given prior to the earlier of the date of redemption completion or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authorityoccurrence thereof, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of and any such redemption as soon as practicable. The Holder or beneficial owner applying for licensenotice may, qualification at the Issuer’s discretion, be subject to one or a finding of suitability must pay all costs more conditions precedent, including, but not limited to, the completion or occurrence of the licensure related transaction or investigation for such qualification or finding of suitabilityevent, as the case may be.

Optional Redemption. (a) Except At any time prior to May 1, 2015, the Issuer may redeem all or a part of the Notes, upon notice as set forth in subparagraphs described under Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding the date of redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and (c) of this Paragraph 5after May 1, 2015, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticenotice as described under Section 3.03, at the redemption prices (expressed as percentages of principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable redemption daterelevant Interest Payment Date, if redeemed during the twelve12-month period beginning on March 15 May 1 of each of the years indicated below: 2008 104.125 2015 105.375 % 2009 102.063 2016 102.688 % 2010 2017 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (bc) Notwithstanding Until May 1, 2014, the provisions of subparagraph (a) of this Paragraph 5Issuer may, at any time prior to March 15its option, 2007upon notice as described under Section 3.03, the Company may on one or more occasions, redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250equal to 110.750% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to, but excluding the applicable Redemption Date, subject to the redemption dateright of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of to the Companyextent such net cash proceeds are received by or contributed to the Issuer; provided that (a) at least 65% of the initially outstanding $165 million in aggregate principal amount of Notes issued under this Indenture (excluding including any Exchange Notes held by the Company and its Subsidiariesissued in exchange therefor) remains outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and (b) each such redemption shall occur occurs within 60 90 days of the date of closing of each such noticeEquity Offering. (cd) In addition During each 12-month period, commencing with the 12-month period from the Issue Date to May 1, 2012, to and including the foregoing12-month period from May 1, if (2014 to May 1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2015, the Company shall have Issuer will be entitled to redeem up to 10% of the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption aggregate principal amount of the Notes of such Holder or beneficial owner issued under this Indenture at a redemption price equal to 103.000% of the least of: (A) the aggregate principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with plus accrued interest and Liquidated Damagesthereon, if any, to, but excluding, the Redemption Date, subject to the earlier right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that at least $165 million in aggregate principal amount of Notes issued under this Indenture (including any Exchange Notes issued in exchange therefor) remains outstanding immediately after the occurrence of each such redemption. (e) Notice of any redemption upon any Equity Offering or other securities offering or financing, or in connection with a transaction (or series of related transactions) that constitutes a Change of Control may, at the Issuer’s discretion, be given prior to the completion thereof and be subject to one or more conditions precedent, including, but not limited to, completion of the date related Equity Offering, securities offering, financing or Change of Control. (f) Any redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may pursuant to this Section 3.07 shall be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect made pursuant to the Notes to: (1) exercise, directly or indirectly, provisions of Sections 3.01 through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability3.06.

Optional Redemption. (a) Except as set forth At any time prior to February 11, 2021, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 107.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. Any redemption notice given in subparagraphs respect of the redemption referred to in the preceding paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent, including the completion of the Equity Offering. (b) At any time prior to February 11, 2021, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, 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. Any such redemption and notice may, at the discretion of the Company, be subject to satisfaction of one or more conditions precedent. (c) of this Paragraph 5Except pursuant to the two preceding paragraphs and the provisions under Section 3.10 and Section 3.11 hereof, the Notes will not be redeemable at the Company’s option prior to February 11, 2021. (d) On or after February 11, 2021, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelveperiods indicated below, subject to the rights of holders of the Notes on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 or after February 11, 2021 103.625 % 2009 102.063 Twelve-month period on or after February 11, 2022 101.813 % 2010 and thereafter On or after February 11, 2023 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (be) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5Section 3.01 through Section 3.06 hereof and may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s discretion, the redemption date may be delayed until such time (provided, however, that any time prior to March 15delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, 2007or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may redeem up to 35% provide in such notice that payment of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings performance of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights ’s obligations with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitymay be performed by another Person.

Optional Redemption. (a) Except as set forth At any time prior to September 1, 2027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 107.375% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), in subparagraphs an amount equal to the amount of cash proceeds of any Equity Offering; provided that: (1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to September 1, 2027, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of this Paragraph 5Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Company Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) Prior to September 1, 2027, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date). (e) Except pursuant to the preceding paragraphs, the Notes will not have be redeemable at the Issuer’s option to redeem the Notes prior to March 15September 1, 2008. 2027. (f) On or after March 15September 1, 20082027, the Company will have Issuer may on any one or more occasions redeem all or a portion of the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, Notes at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to (but not including) the applicable redemption datedate of redemption, if redeemed during the twelve12-month period beginning on March 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2008 104.125 2027 103.688 % 2009 102.063 2028 101.844 % 2010 2029 and thereafter 100.000 % % (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if any redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption datedate (whether or not a Business Day). (bh) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, The Issuer or its Affiliates may at any time prior and from time to March 15, 2007, the Company time purchase Notes. Any such purchases may redeem up be made through open market or privately negotiated transactions with third parties or pursuant to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder tender or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered exchange offers or otherwise, except upon such terms and at such prices as well as with such consideration as the redemption price of the Notes. The Company shall notify the Trustee in writing of Issuer or any such redemption as soon as practicableAffiliates may determine. The Holder To the extent Notes are purchased or beneficial owner applying for licenseotherwise acquired by the Issuer, qualification or a finding of suitability must pay such Notes may be cancelled and all costs of the licensure or investigation for such qualification or finding of suitabilityobligations thereunder terminated.

Optional Redemption. (a) Except as set forth in subparagraphs (b) On and (c) of this Paragraph 5after July 15, 2013, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the redemption date (subject to the right of Holders on the Notes redeemedrelevant record date to receive interest and Additional Interest, to if any, due on the applicable redemption relevant interest payment date), if redeemed during the twelve-month period beginning on March July 15 of each of the years indicated set forth below: 2008 104.125 . 2013 106.625 % 2009 102.063 % 2010 2014 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior Prior to March July 15, 20072013, the Company Issuers may redeem up to 35% of the initially outstanding aggregate principal amount of the Notes (including Additional Notes) originally issued under this the Indenture at a redemption price in cash of 108.250113.250% of the principal amount thereofof the Notes redeemed, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date, ) if: (1) such redemption is made with the net cash proceeds of one or more Equity Offerings of the Company; provided that Offerings; (2) at least 65% of the initially outstanding aggregate principal amount of the Notes (including any Additional Notes) originally issued under the Indenture remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and or any of its Subsidiaries); and (3) remains outstanding immediately after the occurrence redemption occurs within 90 days of such redemption, notice the Issuers’ receipt of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation proceeds of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition Prior to the foregoingJuly 15, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2013, the Company shall have Issuers may redeem the right at any time from Notes, in whole or after March 15in part, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) 100% of the principal amount thereofof the Notes plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to, the redemption date (subject to the earlier right of Holders on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date). (d) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Section 3.01 through 3.06 of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5At any time prior to January 15, 2009, the Company will not have the may at its option to redeem all or part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ ' prior notice at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes being redeemed and (2) as determined by the Quotation Agent, the sum of the present values of 104% of the principal amount of the Notes being redeemed, plus all scheduled payments of interest on such Notes to and including January 15, 2009 (but not including accrued and unpaid interest to the redemption date), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together in each case with accrued and unpaid interest and Special Interest, if any, to the applicable redemption date. (b) At any time prior to July 15, 2006, the Company may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Notes issued on the date of this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering. (c) Except pursuant to Sections 3.07(a) or (b) above, the Notes shall not be redeemable at the Company's option prior to January 15, 2009. (d) On or after January 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated DamagesSpecial Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March January 15 of the years indicated below: 2008 104.125 Year Percentage ---- ---------- 2009......................................... 104.000% 2009 102.063 2010......................................... 102.667% 2010 2011......................................... 101.333% 2012 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.thereafter.......................... 100.000% (be) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSection 3.01 through 3.06 hereof. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5the following two paragraphs, the Company will Securities shall not have be redeemable at the option to redeem of the Notes Issuers prior to March June 15, 20082019. On or after March 15, 2008Thereafter, the Company will have Securities shall be redeemable at the option to redeem of the NotesIssuers, in whole at any time or in partpart from time to time, upon not less than 30 nor more than 60 days’ noticeprior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the Securities or the satisfaction and discharge of the Indenture), at the following redemption prices (expressed as percentages a percentage of principal amount thereof) set forth below amount), plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date (subject to the right of the Holders of record on the Notes redeemed, relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the applicable redemption date), if redeemed during the twelve12-month period beginning commencing on March June 15 of the years indicated set forth below: 2008 104.125 2019 104.969 % 2009 102.063 2020 103.313 % 2010 2021 101.656 % 2022 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5In addition, at any time prior to March June 15, 20072019, the Company Issuers may redeem up the Securities at their option, in whole at any time or in part from time to 35% time, upon not less than 30 nor more than 60 days’ prior notice (except that notices of redemption may be sent more than 60 days prior to a redemption date if the notice is delivered in connection with a defeasance of the initially outstanding aggregate principal amount Securities or the satisfaction and discharge of Notes issued under this Indenture the Indenture), at a redemption price in cash of 108.250equal to 100% of the principal amount thereofof the Securities redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest and Liquidated Damagesto, if any, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date). Notwithstanding the foregoing, at any time and from time to time on or prior to June 15, 2019, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held 1) by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) by any Gaming Authority requires that a Holder direct or beneficial owner indirect parent of Notes (or an Affiliate thereof) must be licensedthe Company, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails in each case, to apply for a license, qualification or a finding the extent the net cash proceeds thereof are contributed to the common equity capital of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: used to purchase Capital Stock (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authorityother than Disqualified Stock) of receipt of such notice or finding by such Gaming Authoritythe Company from it, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the expressed as a percentage of principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with equal to 106.625% plus accrued interest and Liquidated Damagesunpaid interest, if any, to the earlier redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date); provided, however, that at least 50% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 180 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed or otherwise in accordance with the procedures of the Depository and otherwise in accordance with the procedures set forth in the Indenture. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or the date of the denial of license or qualification or of the finding of unsuitability by all such Gaming Authorityconditions shall be satisfied, or (C) such other lesser amount as redemption may not occur and such notice may be required by rescinded in the event that any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed. Notice of any further rights with redemption in respect of an Equity Offering may be given prior to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitycompletion thereof.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5At any time prior to February 15, 2023, the Company will not have Issuer may redeem all or a portion of the option Notes, at a redemption price equal to redeem 100% of the principal amount of the Notes prior redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to March the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). On and after February 15, 2008. On or after March 15, 20082023, the Company will have the option to Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of principal amount thereofof Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the Notes redeemed, relevant Regular Record Date to receive interest due on the applicable redemption daterelevant Interest Payment Date, if redeemed during the twelve-month period beginning on March February 15 of each of the years indicated below: 2008 104.125 2023 103.063 % 2009 102.063 2024 101.531 % 2010 2025 and thereafter 100.000 % Unless In addition, until February 15, 2023, the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5Issuer may, at any time prior to March 15its option, 2007, the Company may on one or more occasions redeem up to 3540% of the initially outstanding aggregate principal amount of Notes issued under this the Indenture at a redemption price in cash of 108.250equal to 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to, but excluding, the applicable Redemption Date, subject to the redemption dateright of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of to the Companyextent such net cash proceeds are received by or contributed to the Issuer; provided that at least 6560% of the initially outstanding sum of the aggregate principal amount of Notes originally issued under the Indenture (excluding including any Additional Notes held by issued under the Company and its SubsidiariesIndenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, notice of any further, that each such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 120 days of the date of closing of each such notice. (c) In addition Equity Offering. Any redemption pursuant to this Section 5 shall be made pursuant to the foregoing, if (1) any Gaming Authority makes a determination provisions of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption Section 3.07 of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5below, the Company will shall not have the option be entitled to redeem the Notes at its option prior to March 15May 1, 20082013. On or and after March 15May 1, 20082013, the Company will have the shall be entitled at its option to redeem all or a portion of the Notes, in whole or in part, Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as in percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if anyamount, on the Notes redeemed, redemption date) plus accrued interest to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve12-month period beginning commencing on March 15 May 1 of the years indicated set forth below: 2008 104.125 Period Redemption Price 2013 104.750 % 2009 102.063 2014 102.375 % 2010 2015 and thereafter 100.000 % Unless In addition, prior to May 1, 2012, the Company defaults in the payment of the redemption price, interest and the Liquidated Damagesshall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any, will cease ) in an aggregate principal amount not to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to exceed 35% of the initially outstanding aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture prior to the redemption date at a redemption price in cash (expressed as a percentage of 108.250% principal amount) of the principal amount thereof109.5%, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of from one or more Public Equity Offerings of the CompanyOfferings; provided that (1) at least 65% of the initially outstanding such aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given (other than Notes held, directly or indirectly, by the Company to the Holders or its Affiliates); and the Trustee (2) each such redemption occurs within 15 180 days after the consummation date of any such the related Public Equity Offering. Prior to May 1, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2013, the Company shall have the right at any time from or after March 15, 2004, may at its option: option redeem all (1but not less than all) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner (which includes the Additional Notes, if any) at a redemption price equal to the least sum of: : (A1) the principal amount thereof, plus (B2) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damagesunpaid interest, if any, to the earlier of redemption date, plus (3) the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except Applicable Premium at the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitydate.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5The Notes are subject to redemption, the Company will not have at the option to redeem of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the NotesCompany, in whole or in part, at any time on or after July 15, 2013, upon not less than 30 nor more than 60 days’ notice, at the redemption prices following Redemption Prices (expressed as percentages of the principal amount thereofto be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date), if redeemed during the twelve12-month period beginning on March July 15 of the years indicated below: 2008 104.125 2013 105.375 % 2009 102.063 2014 102.688 % 2010 2015 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5In addition, at any time prior to March July 15, 20072013, the Company may, upon not less than 30 nor more than 60 days’ notice, redeem the Notes, in whole at any time or in part from time to time, at a Redemption Price equal to the principal amount of the Notes plus the Applicable Premium plus accrued and unpaid interest, if any, to but not including the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date). (b) In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to July 15, 2012, the Company may on one or more occasions, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the initially outstanding aggregate principal amount of the outstanding Notes issued under this Indenture at a redemption price in cash of 108.250Redemption Price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company); provided that at least 65% of the initially outstanding aggregate principal amount of Notes remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company and or its Subsidiaries) remains outstanding immediately after and that any such redemption occurs within 90 days following the occurrence of such redemption, notice closing of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Qualified Equity Offering. The Company or any of its Affiliates may, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time and from or after March 15time to time, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its purchase Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered open market or otherwise, except subject to compliance with this Indenture and compliance with all applicable securities laws. Any redemption pursuant to this Section 3.7 shall be made pursuant to the redemption price provisions of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitySections 3.1 through 3.6 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March August 15, 20082009. On or after March August 15, 20082009, the Company will have the option to redeem all or a part of the Notes, in whole or in part, Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March August 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2008 104.125 % 2009 102.063 104.438 % 2010 102.958 % 2011 101.479 % 2012 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March August 15, 2007, the Company may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this the Indenture at a redemption price in cash of 108.250equal to 108.875% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, date with the net cash proceeds of one or more Equity Offerings of the CompanyOfferings; provided that at least 65% of the initially outstanding aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any redemption and that such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 90 days of the date of the closing of such noticeEquity Offering. (c) In addition Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to the foregoingAugust 15, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2009, the Company shall have the right at any time from may also redeem all or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption a part of the Notes of such Holder or beneficial owner Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to the least of: (A) 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming AuthorityRedemption Date, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect subject to the rights of Holders of Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by on the Notes; or (2) relevant record date to receive any interest, any Liquidated Damages, or any other distribution or interest due on the relevant interest payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitydate.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the The Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will shall have the option to redeem the Notes, in whole or in part, in cash from time to time, upon not less than 30 days' nor more than 60 days’ ' notice, prior to March 1, 2007 at a redemption price equal to the greater of (i) 104.875% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest (and Liquidated Damages, if any) and (ii) the Make-Whole Premium, plus to the extent not included in the Make-Whole Premium, accrued and unpaid interest (and Liquidated Damages, if any) to, but not including, the redemption date. (b) The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at any time on or after March 1, 2007, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing March 1 of the years indicated below, in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the corresponding Interest Payment Date that is on or prior to such redemption date) together with accrued and unpaid interest (and Liquidated Damages, if any), thereon to the date of redemption of the Notes (the "Redemption Date"): 2007 104.875 % 2008 103.250 % 2009 101.625 % 2010 and thereafter 100.000 % (c) Notwithstanding the provisions of clauses (a) and (b) of this Section 3.7, at any time or from time to time on or prior to March 1, 2005, upon one or more public equity offerings of the Parent's Qualified Capital Stock, up to 35% of the aggregate principal amount thereofof the Notes issued pursuant to this Indenture (only as necessary to avoid any duplication, excluding any replacement Notes) set forth below plus may be redeemed at the Company's option within 90 days of such public equity offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash in an amount not in excess of the Net Cash Proceeds of such public equity offering, at a redemption price equal to 109.750% of principal, together with accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemedto, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007but not including, the Company may redeem up to 35Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the initially outstanding aggregate principal amount of the Notes issued under this Indenture at a redemption price (but in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding no event less than $100 million aggregate principal amount of Notes the Notes) originally issued pursuant to this Indenture on the Issue Date remain outstanding (only as necessary to avoid any duplication, excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticereplacement Notes). (cd) In addition Any redemption pursuant to this Section 3.7 shall be made pursuant to the foregoing, if (1) any Gaming Authority makes a determination provisions of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, Sections 3.1 through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability3.6 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs below, the Issuer will not be entitled to redeem Series B Second Lien Notes at its option prior to October 1, 2015. (b) and (c) of this Paragraph 5At any time prior to October 1, 2015, the Company will not have the option to Issuer may redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Series B Second Lien Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Series B Second Lien Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of Series B Second Lien Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) From and after October 1, 2015, the Issuer may redeem the Series B Second Lien Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at the redemption prices (expressed as percentages of the principal amount thereofof the Series B Second Lien Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, on the Notes redeemed, to the applicable redemption dateRedemption Date, subject to the right of Holders of Series B Second Lien Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date if redeemed during the twelve-month period beginning on March 15 October 1 of each of the years indicated below: 2008 104.125 Year Percentage 2015 107.50 % 2009 102.063 2016 105.00 % 2010 2017 102.50 % 2018 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.100.00 % (bd) Notwithstanding Prior to October 1, 2013, the provisions of subparagraph (a) of this Paragraph 5Issuer may, at any time prior to March 15its option, 2007on one or more occasions, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Series B Second Lien Notes issued under this Indenture at a redemption price in cash of 108.250equal to 115.00% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the redemption dateRedemption Date, subject to the right of Holders of Series B Second Lien Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the CompanyOfferings; provided that at least 6550% of the initially outstanding sum of the original aggregate principal amount of Initial Series B Second Lien Notes (excluding and any Additional Series B Second Lien Notes held by issued under the Company and its Subsidiaries) Indenture remains outstanding immediately after the occurrence of each such redemption, notice of any ; and provided further that each such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 90 days of the date of closing of each such noticeEquity Offering. Notice of any redemption upon any Equity Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (ce) In addition If the Issuer redeems less than all of the outstanding Series B Second Lien Notes, the Trustee shall select the Series B Second Lien Notes to be redeemed in the manner described under Section 3.02 of the Indenture. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the foregoing, if (1) any Gaming Authority makes a determination provisions of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption Sections 3.01 through 3.06 of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5below, the Company will shall not have the option be entitled to redeem the Notes at its option prior to March 15December 1, 20082010. On or and after March 15December 1, 20082010, the Company will have the shall be entitled at its option to redeem all or a portion of the Notes, in whole or in part, Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as in percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if anyamount, on the Notes redeemed, redemption date) plus accrued interest to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve12-month period beginning commencing on March 15 December 1 of the years indicated set forth below: 2008 104.125 Period Redemption Price 2010 103.625 % 2009 102.063 2011 102.417 % 2010 2012 101.208 % 2013 and thereafter 100.000 % Unless In addition, prior to December 1, 2008, the Company defaults in the payment of the redemption price, interest and the Liquidated Damagesshall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any, will cease ) in an aggregate principal amount not to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to exceed 35% of the initially outstanding aggregate principal amount of the Notes (which includes Additional Notes, if any) issued under this Indenture prior to the redemption date at a redemption price in cash (expressed as a percentage of 108.250% principal amount) of the principal amount thereof107.25%, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of from one or more Public Equity Offerings of the CompanyOfferings; provided that (1) at least 65% of the initially outstanding such aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given (other than Notes held, directly or indirectly, by the Company to the Holders or its Affiliates); and the Trustee (2) each such redemption occurs within 15 180 days after the consummation date of any such the related Public Equity Offering. Prior to December 1, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2010, the Company shall have the right at any time from or after March 15, 2004, may at its option: option redeem all (1but not less than all) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner (which includes the Additional Notes, if any) at a redemption price equal to the least sum of: : (A1) the principal amount thereof, plus (B2) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damagesunpaid interest, if any, to the earlier of redemption date, plus (3) the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except Applicable Premium at the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitydate.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5On or after February 11, 2021, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelveperiods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 or after February 11, 2021 103.625 % 2009 102.063 Twelve-month period on or after February 11, 2022 101.813 % 2010 and thereafter On or after February 11, 2023 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (b) Notwithstanding the provisions of subparagraph (ab) of this Paragraph (5), at any time prior to March 15February 11, 20072021, the Company may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250equal to 107.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings of the CompanyOfferings; provided that at least 65% of the initially outstanding in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any redemption and that such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 45 days of the date of the closing of such noticeEquity Offering. (c) In addition At any time prior to the foregoingFebruary 11, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2021, the Company shall have the right at any time from may also redeem all or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption a part of the Notes of such Holder or beneficial owner Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to the least of: (A) 100% of the principal amount thereofof the Notes redeemed plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authorityredemption, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect subject to the Notes to: rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (1d) exerciseAny redemption pursuant to subparagraphs (a), directly or indirectly, through any Person, any right conferred by the Notes; or (2b) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price and (c) of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.this Paragraph

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15February 1, 20082022, the Company will have Issuers may redeem all or a part of the option to redeem Notes of this series upon giving notice as provided in the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticeIndenture, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes of this series redeemed, to the applicable redemption dateRedemption Date, if redeemed during the twelve-month period beginning on March 15 February 1 of each year indicated below, subject to the rights of Holders of the years indicated belowNotes of this series on the relevant record date to receive interest on an Interest Payment Date that is on or prior to the Redemption Date: 2008 104.125 Year Percentage 2022 102.688 % 2009 102.063 2023 101.792 % 2010 2024 100.896 % 2025 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15February 1, 20072020, the Company Issuers may on any one or more occasions redeem up to 35% of the initially outstanding aggregate principal amount of this series of Notes (including any Additional Notes of this series) issued under this the Indenture upon giving notice as provided in the Indenture, at a redemption price in cash of 108.250105.375% of the principal amount thereofamount, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption dateRedemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with in an amount not greater than the net cash proceeds of one or more Equity Offerings of the Companyby Targa Resources Partners; provided that at least 65% of the initially outstanding aggregate principal amount of this series of Notes (including any Additional Notes of this series) issued under the Indenture (excluding Notes of this series held by the Company Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee redemption occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 180 days of the date of the closing of such noticeEquity Offering. (c) In addition to Notwithstanding the foregoingprovisions of subparagraph (a) of this Paragraph 5, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from prior to February 1, 2022, the Issuers may also redeem all or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption a part of the Notes of such Holder or beneficial owner this series, upon giving notice as provided in the Indenture, at a redemption price equal to the least of: (A) 100% of the principal amount thereofof Notes of this series redeemed plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming AuthorityRedemption Date, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect subject to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by rights of Holders on the Notes; or (2) relevant record date to receive any interest, any Liquidated Damages, or any other distribution or payment with respect interest due on an Interest Payment Date that is prior to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityRedemption Date.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5the following paragraphs, the Company Notes will not have be redeemable at the option to redeem of the Notes Issuers prior to March 15the Stated Maturity. Before August 1, 2008. On or after March 15, 20082004, the Company will have the Issuers may at their option to redeem the Notes, in whole on one or in partmore occasions, upon not less than 30 nor more than 60 days’ ' notice, at redeem the redemption prices (expressed as percentages of Notes in an aggregate principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, not to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to exceed 35% of the initially outstanding aggregate principal amount of the relevant series of Notes originally issued under this Indenture at a redemption price in cash (expressed as a percentage of 108.250% principal amount) of the principal amount thereof110.75%, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of from one or more Public Equity Offerings of the CompanyOfferings; provided that that (i) at least 65% of the initially outstanding such aggregate principal amount originally issued of the Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of other than Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exerciseheld, directly or indirectly, through any Person, any right conferred by the NotesCompany or its Affiliates); and (ii) each such redemption occurs within 60 days after the date of the related Public Equity Offering. Further, at any time on or (2) receive any interestprior to December 31, any Liquidated Damages2002, or any other distribution or payment with respect the Issuers may, at their option, give written notice to redeem the Notes, which notice shall be no less than 30 nor more than 60 days prior to the redemption date, in whole or any remuneration in any form from part at a redemption price (expressed as a percentage of principal amount) of 101%, plus accrued and unpaid interest to the redemption date; provided that (i) the Board of Directors shall have determined not to proceed with the Separation (and the Guarantee of the Guarantor will stay in effect until the Notes are fully paid); (ii) if the Issuers elect to redeem the Notes in part, they may redeem up to an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes originally issued; and (iii) at least 65% of such aggregate principal amount originally issued of the Notes remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityits Affiliates).

Optional Redemption. (a) Except as set forth in subparagraphs clause (b) and (c) of this Paragraph 5Section 3.7, the Company will Issuers shall not have the option to redeem the Notes pursuant to this Section 3.7 prior to March January 15, 20082009. On or after March 15, 2008, the Company will have The Notes shall be redeemable for cash at the option to redeem of the NotesIssuers, in whole or in part, at any time on or after January 15, 2009, upon not less than 30 days nor more than 60 days’ noticedays prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve12-month period beginning on March commencing January 15 of the years indicated below: 2008 104.125 % , in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest due on the corresponding Interest Payment Date that is on or prior to such Redemption Date) together with accrued and unpaid interest thereon to the date of redemption of the Notes (the “Redemption Date”): 2009 102.063 103.875 % 2010 101.938 % 2011 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (b) Notwithstanding the provisions of subparagraph clause (a) of this Paragraph 5Section 3.7, at any time or from time to time on or prior to March January 15, 20072008, upon the Company may redeem consummation of one or more Equity Offerings for cash, up to 35% of the initially outstanding aggregate principal amount of the Notes issued under pursuant to this Indenture (only as necessary to avoid any duplication, excluding any replacement Notes) may be redeemed at a redemption price in cash the Issuers’ option within 90 days of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within on not less than 30 days, but not more than 60 days of the date of such notice. (c) In addition days, notice to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a each Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes to be redeemed, with cash received by the Issuers from the Net Cash Proceeds of such Holder or beneficial owner Equity Offering, at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case 107.750% of either clause (A) above or this clause (B)principal, together with accrued and unpaid interest and Liquidated Damages, if any, thereon to the earlier Redemption Date; provided, however, that immediately following such redemption not less than 65% of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser aggregate principal amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes originally issued pursuant to this Indenture on the Issue Date remains outstanding (or an Affiliate thereofonly as necessary to avoid any duplication, excluding any replacement Notes). (c) will not Any redemption pursuant to this Section 3.7 shall be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect made pursuant to the Notes to: (1) exercise, directly or indirectly, provisions of Sections 3.1 through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability3.6 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs below, the Issuer will not be entitled to redeem Notes at its option prior to February 15, 2015. (b) and (c) of this Paragraph 5At any time prior to February 15, 2015, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticeprior notice mailed by first class mail to the registered address of each Holder of Notes to be redeemed or otherwise delivered in accordance with procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest (including Additional Interest, if any) to the date of redemption (the “Redemption Date”), subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) From and after February 15, 2015, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder of Notes to be redeemed or otherwise delivered in accordance with the procedures of DTC, at the redemption prices (expressed as percentages of the principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damages(including Additional Interest, if any, on the Notes redeemed, ) to the applicable redemption dateRedemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on March February 15 of each of the years indicated below: 2008 104.125 Year Percentage 2015 103.438 % 2009 102.063 2016 101.719 % 2010 and thereafter 2017 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (bd) Notwithstanding Prior to February 15, 2015, the provisions of subparagraph (a) of this Paragraph 5Issuer may, at any time prior to March 15its option, 2007on one or more occasions, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of all Notes issued under this Indenture at a redemption price in cash of 108.250equal to 106.875% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages(including Additional Interest, if any, ) to the redemption dateRedemption Date, subject to the right of Holders of Notes to be redeemed of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the CompanyOfferings; provided that at least 6550% of the initially outstanding sum of the original aggregate principal amount of Initial Notes (excluding and any Additional Notes held by issued under the Company and its Subsidiaries) Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption, notice of any ; provided further that each such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 90 days of the date of closing of each such noticeEquity Offering. Notice of any redemption upon any Equity Offerings may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. (ce) In addition If the Issuer redeems less than all of the outstanding Notes, the Trustee shall select the Notes to be redeemed in the manner described under Section 3.02 of the Indenture. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the foregoing, if (1) any Gaming Authority makes a determination provisions of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption Sections 3.01 through 3.06 of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs pursuant to this Section 3.07, the Notes shall not be redeemable at the Issuer’s option. (b) and (c) of this Paragraph 5At any time prior to July 20, 2027, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to Issuer may redeem the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ noticeprior notice mailed or otherwise delivered to each Holder (with a copy to the Trustee) in accordance with the procedures of DTC at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee. (c) At any time on and after July 20, 2027, the Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ notice mailed or otherwise delivered to each Holder (with a copy to the Trustee) in accordance with the applicable procedures of DTC, at the following redemption prices (expressed as percentages a percentage of principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damageson the Notes, if any, on the Notes redeemedto, to but excluding, the applicable redemption date, if redeemed during the twelve12-month period beginning on March 15 July 20 of each of the years indicated below: 2008 104.125 2027 102.156% 2009 102.063 2028 102.156% 2010 2029 and thereafter 100.000 % Unless 100.000% (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the Company defaults in the payment provisions of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateSections 3.01 through 3.06. (be) Notwithstanding the provisions foregoing, in connection with any tender offer for the Notes, including a Change of subparagraph (a) Control Offer, an Alternate Offer or an Asset Disposition Offer, if Holders of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35not less than 90% of the initially outstanding in aggregate principal amount of the outstanding Notes issued under this Indenture at validly tender and the Issuer or a redemption price third party in cash of 108.250% lieu of the principal amount thereofIssuer purchases all of the Notes validly tendered and not withdrawn by such Holders, plus accrued and unpaid interest and Liquidated Damages, if any, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (except that such notice may be delivered or mailed more than 60 days prior to the redemption date, with date or purchase date if the net cash proceeds of notice is subject to one or more Equity Offerings of conditions precedent as described in the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes foregoing paragraph), given not more than 30 days following such purchase date, to redeem (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company with respect to the Holders and the Trustee within 15 days after the consummation of any Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner purchase at a redemption price equal to the least of: price offered to each other Holder (Aexcluding any early tender or incentive fee) in such tender offer plus, to the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, extent not included in the case of either clause (A) above or this clause (B)tender offer payment, together with accrued interest and Liquidated Damagesunpaid interest, if any, to the earlier of thereon to, but excluding, the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityredemption.

Optional Redemption. (a) Except as set forth in subparagraphs described under clauses (b), (c) and (d) below, the Notes will not be redeemable at the Issuers’ option before the maturity date of the Notes. (b) At any time and from time to time prior to April 15, 2025, the Issuers may redeem all or a part of the Notes at a redemption price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) of this Paragraph 5On or after April 15, 2025, the Company will not have the option to Issuers may redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notesat their option, in whole at any time or in part, upon not less than 30 nor more than 60 days’ noticepart from time to time, at the following redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% percentage of the principal amount thereofof the Notes to be redeemed), plus accrued and unpaid interest and Liquidated Damagesto, but excluding, the applicable redemption date (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if anyredeemed during the 12-month period commencing on April 15 of the years set forth in the table below: 2025 102.625% 2026 101.313% 2027 and thereafter 100.000% (d) Notwithstanding the foregoing, at any time and from time to time on or prior to April 15, 2025, the redemption date, Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the CompanyIssuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.250%, plus accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided provided, however, that at least 6550% of the initially outstanding original aggregate principal amount of the Notes (excluding Notes held by the Company and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offeringfurther, and that such redemption shall occur within 60 120 days of after the date on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of such noticeNotes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. (ce) In addition Any redemption notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction. (f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the foregoing, if (1) any Gaming Authority makes a determination provisions of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption Sections 3.01 through 3.06 of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. Except pursuant to Sections 3.07(b) through Section 3.07(e) and 4.15(f) of the Indenture, the Notes will not be optionally redeemable by the Issuer; provided, however, the Issuer may acquire the Notes by means other than an optional redemption. (a) Except as set forth in subparagraphs (b) At any time and (c) of this Paragraph 5from time to time prior to September 1, 2025, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticeat a redemption price equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the record date to receive interest due on the related Interest Payment Date). (b) At any time and from time to time on or after September 1, 2025, the Issuer may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages a percentage of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the record date to receive interest due on the related Interest Payment Date): 2025 102.938% 2026 101.469% 2027 and thereafter 100.000% (c) At any time and from time to time prior to September 1, 2025, the Issuer may redeem up to 40% of the principal amount of the outstanding Notes redeemed, (including Additional ________________________________ 5 To be used for Initial Notes; to be revised to refer to “one of the applicable redemption dateAdditional Notes” in the case of any Additional Notes Notes, if redeemed during any) with the twelve-month period beginning on March 15 net cash proceeds of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) of 105.875%, plus accrued and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damagesunpaid interest, if any, will cease to accrue on to, but excluding, the Notes or portions thereof called for redemption on the applicable redemption date. ; provided that (bi) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35least 60% of the initially outstanding aggregate principal amount of Notes issued on the Issue Date and any Additional Notes originally issued under this the Indenture after the Issue Date remains outstanding immediately after each such redemption, and (ii) notice of any such redemption is given to the Holders within 90 days of the closing of each such Equity Offering. (d) The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 10 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 of the Indenture), at a redemption price in cash of 108.250equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to to, but excluding, the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemptionpremium, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offeringif any, and such redemption shall occur within 60 days of all Additional Amounts, if any, then due and which will become due on the date of such notice. (c) In addition to redemption as a result of the foregoingredemption or otherwise, if (1) the Issuer determines in good faith that the Issuer or any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner)Guarantor is, or (2) on the next date on which any Gaming Authority requires that a Holder or beneficial owner amount would be payable in respect of Notes (or an Affiliate thereof) must the Notes, would be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails obligated to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption pay Additional Amounts in respect of the Notes of such Holder or beneficial owner at a redemption price equal pursuant to the least of: terms and conditions thereof (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notesbut, in the case of either clause (A) above a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or this clause (Banother Guarantor without the obligation to pay Additional Amounts), together with accrued interest and Liquidated Damageswhich the Issuer or such Guarantor, if anyas the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the earlier laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of redemption assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the denial of license or qualification or successor person of the finding obligations thereunder). Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes and the Issuer is obligated to pay Additional Amounts as a result of unsuitability by a Change in Tax Law of such Gaming AuthorityRelevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given (i) earlier than 90 days prior to the earliest date on which the Issuer or (C) any Guarantor, would be obliged to make such other lesser amount as may be required by any Gaming Authority. Immediately upon payment of Additional Amounts or withholding if a determination by a Gaming Authority that a Holder or beneficial owner payment in respect of the Notes or the relevant Note Guarantee, as the case may be, were then due and (or an Affiliate thereofii) will not be licensed, qualified or found suitable or unless at the time such notice is denied a license, qualification or finding of suitabilitygiven, the obligation to pay Additional Amounts remains in effect. (e) Notices of optional redemption will be given at least 10 but not more than 30 days before the redemption date to each Holder or beneficial owner will not have any further rights of Notes to be redeemed in accordance with respect Section 12.02 of the Indenture, except that redemption notices may be given more than 30 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price a satisfaction and discharge of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except At any time and from time to time prior to January 15, 2024, the Issuers may redeem all or a part of the Notes at a redemption price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as set forth in subparagraphs of, and accrued and unpaid interest to, but not including, the applicable date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (b) and (c) of this Paragraph 5On or after January 15, 2024, the Company will not have the option to Issuers may redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notesat their option, in whole at any time or in part, upon not less than 30 nor more than 60 days’ noticepart from time to time, at the following redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% percentage of the principal amount thereofof the Notes to be redeemed), plus accrued and unpaid interest and Liquidated Damagesto, but not including, the applicable redemption date (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if anyredeemed during the 12-month period commencing on January 15 of the years set forth in the table below: 2024 102.875% 2025 101.438% 2026 and thereafter 100.000% (c) Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2024, the redemption date, Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the CompanyIssuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.750%, plus accrued and unpaid interest to, but not including, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided provided, however, that at least 6550% of the initially outstanding original aggregate principal amount of the Notes (excluding Notes held by the Company and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offeringfurther, and that such redemption shall occur within 60 120 days of after the date on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of such noticeNotes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. (d) Any redemption notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction. (e) Except pursuant to clauses (a), (b) and (c) In addition of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the maturity date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or Notes. (Cf) such other lesser amount as may Any redemption pursuant to this Section 3.07 shall be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect made pursuant to the Notes to: (1) exercise, directly or indirectly, provisions of Sections 3.01 through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability3.06.

Optional Redemption. Except as described in this Section 3.07 and in Section 4.14(d), the Notes will not be redeemable at the Company’s option prior to May 1, 2022. (a) Except as set forth At any time prior to May 1, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 108.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in subparagraphs an amount equal to the net cash proceeds of one or more Equity Offerings by the Company, provided that: (i) at least 60% of the principal amount of Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) On and (c) of this Paragraph 5after May 1, 2022, the Company will not have the option to may redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve12-month period beginning on March 15 May 1 of the years indicated below: 2008 104.125 2022 104.375% 2009 102.063 2023 102.188% 2010 2024 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice.100.000% (c) In addition At any time and from time to the foregoingtime prior to May 1, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2022, the Company shall have the right at any time from or after March 15, 2004may, at its option: (1) to require any such Holder , redeem all or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption a portion of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) 100% of the principal amount thereof, (B) thereof plus the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights Applicable Premium with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any plus accrued and unpaid interest, any Liquidated Damagesif any, or any other distribution or payment with thereon to the redemption date. Notice of such redemption need not set forth the Applicable Premium but only the manner of calculation of the redemption price. With respect to any such redemption, the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of the Applicable Premium with respect to the Notes promptly after the calculation and the Trustee shall not be responsible for such calculation. (d) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as soon as practicableany or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. The Holder or beneficial owner applying for licenseIn addition, qualification or a finding of suitability must pay all costs the Company may provide in such notice that payment of the licensure redemption or investigation for purchase price and performance of the Company’s obligations with respect to such qualification redemption or finding of suitabilitypurchase may be performed by another Person.

Optional Redemption. (a) Except as set forth in subparagraphs described under clauses (b), (c) and (d) below, the Notes will not be redeemable at the Issuers’ option before the maturity date of the Notes. (b) At any time and from time to time prior to January 15, 2024, the Issuers may redeem all or a part of the Notes at a redemption price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the applicable date of redemption (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) of this Paragraph 5On or after January 15, 2024, the Company will not have the option to Issuers may redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notesat their option, in whole at any time or in part, upon not less than 30 nor more than 60 days’ noticepart from time to time, at the following redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% percentage of the principal amount thereofof the Notes to be redeemed), plus accrued and unpaid interest and Liquidated Damagesto, but not including, the applicable redemption date (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if anyredeemed during the 12-month period commencing on January 15 of the years set forth in the table below: 2024 102.875% 2025 101.438% 2026 and thereafter 100.000% (d) Notwithstanding the foregoing, at any time and from time to time on or prior to January 15, 2024, the redemption date, Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the CompanyIssuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.750%, plus accrued and unpaid interest to, but not including, the redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided provided, however, that at least 6550% of the initially outstanding original aggregate principal amount of the Notes (excluding Notes held by the Company and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; provided, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offeringfurther, and that such redemption shall occur within 60 120 days of after the date of on which any such notice. Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (cor electronically transmitted) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a each Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws being redeemed and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by otherwise in accordance with the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, procedures set forth in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5The Notes are subject to redemption, the Company will not have at the option to redeem of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the NotesCompany, in whole or in part, at any time on or after December 1, 2013, upon not less than 30 nor more than 60 days’ notice, at the redemption prices following Redemption Prices (expressed as percentages of the principal amount thereofto be redeemed) set forth below below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on December 1 of the years indicated below: 2013 104.250 % 2014 102.125 % 2015 and thereafter 100.000 % (b) Prior to December 1, 2013, the Company may redeem during each 12-month period commencing with December 1, 2009 up to 10% of the aggregate principal amount of the Notes issued on the Issue Date (or any Exchange Notes therefor) at its option, from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Liquidated Damagesadditional interest, if any, to the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the relevant interest payment date that is on or prior to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date). (bc) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5In addition, at any time prior to March 15December 1, 20072013, the Company may, upon not less than 30 nor more than 60 days’ notice, redeem the Notes, in whole at any time or in part from time to time, at a Redemption Price equal to the principal amount of the Notes plus the Applicable Premium plus accrued and unpaid interest, if any, to but not including the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date). (d) In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraphs, prior to December 1, 2012, the Company may on one or more occasions, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the initially outstanding aggregate principal amount of the outstanding Notes issued under this Indenture (including any Additional Notes) at a redemption price in cash of 108.250Redemption Price equal to 108.500% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company); provided that at least 65% of the initially outstanding aggregate principal amount of Notes remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company and or its Subsidiaries) remains outstanding immediately after and that any such redemption occurs within 90 days following the occurrence of such redemption, notice closing of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Qualified Equity Offering. The Company or any of its Affiliates may, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time and from or after March 15time to time, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its purchase Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered open market or otherwise, except subject to compliance with this Indenture and compliance with all applicable securities laws. Any redemption pursuant to this Section 3.7 shall be made pursuant to the redemption price provisions of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilitySections 3.1 through 3.6 hereof.

Optional Redemption. (a) Except as set forth in subparagraphs described below under clauses 5(b), 5(c) and 5(e) hereof, the Notes will not be redeemable at the Issuer’s option before December 15, 2016. (b) At any time prior to December 15, 2016, the Issuer may, at its option, on one or more occasions, redeem all or a part of the Notes, upon notice provided as described in Section 7, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) of this Paragraph 5Until December 15, 2016, the Company will Issuer may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (including the aggregate principal amount of Notes issued after the Issue Date), upon notice provided as described in Section 7, at a redemption price equal to 105.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but not have including, the option applicable Redemption Date, subject to redeem the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the aggregate principal amount of Notes prior to March be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings; provided that (i) each such redemption occurs within 120 days of the date of closing of each such Equity Offering; (ii) proceeds in an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any of its Restricted Subsidiaries and (iii) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption. (d) On and after December 15, 2008. On or after March 15, 20082016, the Company will have the option to Issuer may, at its option, on one or more occasions, redeem all or a part of the Notes, upon notice provided as described in whole or in part, upon not less than 30 nor more than 60 days’ noticeSection 7, at the redemption prices (expressed as percentages of principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesthereon to, if anybut not including, the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable redemption daterelevant Interest Payment Date, if redeemed during the twelve-month period beginning on March December 15 of each of the years indicated below: 2008 104.125 2016 102.938 % 2009 102.063 2017 101.469 % 2010 2018 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (be) Notwithstanding the provisions If Holders of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35not less than 90% of the initially outstanding in aggregate principal amount of the outstanding Notes issued under this Indenture validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described in Section 4.14(c) of the Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon prior notice given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.14 of the Indenture, to redeem all Notes that remain outstanding following such purchase at a redemption price in cash of 108.250equal to 101.000% of the principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damagesto, if anybut not including, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeredemption. (cf) In addition Any redemption pursuant to this paragraph 5 shall be made pursuant to the foregoing, if (1) any Gaming Authority makes a determination provisions of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption Sections 3.01 through 3.06 of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityIndenture.

Optional Redemption. (a) Except as set forth in subparagraphs clauses (b), (d) and (e) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to June 1, 2020. (b) At any time prior to June 1, 2020, the Issuers may, at their option and on one or more occasions, redeem all or a part of the Notes, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date. (c) of this Paragraph 5On and after June 1, 2020, the Company will not have the Issuers may, at their option to redeem the Notes prior to March 15and on one or more occasions, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticenotice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable redemption daterelevant Interest Payment Date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on March 15 June 1 of each of the years indicated below: 2008 104.125 2020 103.375 % 2009 102.063 2021 101.688 % 2010 2022 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (bd) Notwithstanding Prior to June 1, 2020, the provisions of subparagraph (a) of this Paragraph 5Issuers may, at any time prior to March 15their option and on one or more occasions, 2007, redeem the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% equal to the amount of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, net cash proceeds received by the Issuer from one or more Equity Offerings or a contribution to the redemption date, Issuer’s common equity capital made with the net cash proceeds of one or more an Equity Offerings of the Company; provided that Offering at least 65a redemption price equal to (i) 106.750% of the initially outstanding aggregate principal amount of the Notes redeemed, plus (excluding ii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the Notes held by on the Company and its Subsidiariesrelevant Interest Payment Date falling prior to or on the Redemption Date; provided that (A) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under this Indenture; (B) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date remains outstanding immediately after the occurrence of each such redemption, notice of any ; and (C) each such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 180 days of the date of closing of each such noticeEquity Offering. (ce) In addition to Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer or Asset Sale Offer for the Notes, if (1) any Gaming Authority makes a determination Holders of unsuitability not less than 90% in aggregate principal amount of a Holder or beneficial owner of the then outstanding Notes (or of an Affiliate of validly tender and do not validly withdraw such Holder or beneficial owner)Notes in such tender offer and the Issuers, or (2) any Gaming Authority requires that a Holder or beneficial owner third party making such tender offer in lieu of the Issuers, purchases all of the Notes (or an Affiliate thereof) must be licensedvalidly tendered and not validly withdrawn by such Holders, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (the Issuers or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall third party will have the right at any time from or after March 15upon not less than 10 days nor more than 60 days prior notice, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within given not more than 30 days (or following such earlier date as may be required by the applicable Gaming Authority) of receipt of purchase date, to redeem all Notes that remain outstanding following such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner purchase at a redemption price equal to the least of: (A) price offered to each other Holder in such tender offer plus, to the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, extent not included in the case of either clause (A) above or this clause (B)tender offer payment, together with accrued interest and Liquidated Damagesunpaid interest, if any, thereon, to, but excluding, the Redemption Date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the earlier provisions of Sections 3.01 through 3.06 hereof. Notice of any redemption, whether in connection with an Equity Offering, Change of Control, other transaction or event or otherwise, may, at the Issuer’s discretion, be given prior to the completion or occurrence thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed, or that such notice may be rescinded at any time in the Issuer’s discretion if the Issuer determines that any or all of such conditions will not be satisfied. For the avoidance of doubt, if any redemption date shall be delayed pursuant to this Section 3.07 and the terms of the applicable notice of redemption, such redemption date as so delayed may occur at any time after the original redemption date set forth in the applicable notice of redemption or and after the satisfaction of any applicable conditions precedent, including, without limitation, on a date that is less than 30 days after the original redemption date but not more than 60 days after the date of the denial applicable notice of license or qualification or redemption. In addition, the Issuer may provide in such notice that payment of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner redemption price and performance of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights Issuer’s obligations with respect to such redemption may be performed by another Person. (g) The Issuer, the Investors and their respective Affiliates may acquire the Notes to: (1) exerciseby means other than a redemption pursuant to this Article 3, directly or indirectlywhether by tender offer, through any Personopen market purchases, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered negotiated transactions or otherwise, except . (h) The Trustee shall have no duty to calculate or verify the redemption price calculation of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityApplicable Premium.

Optional Redemption. (a1) Except The Company may not redeem Preference Shares prior to October 1, 2024, except as set forth provided in subparagraphs (bSections 7(a)(2), 7(a)(3), 7(a)(4) and (c) of this Paragraph 57(a)(5). On October 1, 2024 and at any time thereafter, the Company will not have Preference Shares shall be redeemable at the option Company’s option, subject to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notescompliance with Bermuda law, in whole or from time to time in part, upon not less than 30 nor more than 60 days’ noticenotice given as provided in Section 7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the redemption prices (expressed as percentages portion of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damagesthe quarterly dividend attributable to the then-current dividend period, if any, on to, but excluding, the Notes redeemedRedemption Date, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 without accumulation of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateany undeclared dividends. (b2) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at At any time prior to March 15October 1, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing2024, if (1i) any Gaming Authority makes the Company submits to the holders of its Ordinary Shares a determination of unsuitability of a Holder proposal for an amalgamation or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner)merger, or (2ii) if the Company submits any Gaming Authority requires proposal for any other matter that requires, as a Holder result of any change in Bermuda law after August 6, 2019, for its validation or beneficial owner effectuation an affirmative vote of Notes (the holders of the Preference Shares at the time in issue, whether voting as a separate series or an Affiliate thereof) must be licensed, qualified together with any other series or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for class of preference shares as a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitablesingle class, the Company shall have the right option, subject to compliance with Bermuda law, upon notice given as provided in Section 7(c), to redeem all of the issued Preference Shares at a cash redemption price of $26,000 per Preference Share, plus an amount equal to the portion of the quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any time from or after March 15undeclared dividends; provided that no such redemption shall occur prior to October 1, 2004, at its option: 2024 unless (1) the Company has sufficient funds in order to require any such Holder or beneficial owner to dispose meet the Enhanced Capital Requirement and the BMA approves of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, redemption or (2) the Company replaces the capital represented by Preference Shares to call for be redeemed with capital having equal or better capital treatment as the redemption of Preference Shares under the Notes of such Holder Enhanced Capital Requirement (the conditions described in clauses (1) and (2), the “Redemption Requirements”). (3) At any time prior to October 1, 2024, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in whole or beneficial owner from time to time in part, upon notice given as provided in Section 7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the least of: (A) portion of the principal amount thereof, (B) quarterly dividend attributable to the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damagesthen-current dividend period, if any, to to, but excluding, the earlier Redemption Date, without accumulation of any undeclared dividends, at any time within 90 days of the date on which the Company has reasonably determined that, as a result of (i) any amendment to, or change in, the laws or regulations of Bermuda that is enacted or becomes effective after the Issue Date; (ii) any proposed amendment to, or change in, those laws or regulations that is announced or becomes effective after the Issue Date; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the Issue Date, a Capital Disqualification Redemption Event has occurred; provided that any such redemption or in part may only be made if (x) the date Company has reasonably determined that the portion of the denial of license or qualification or Preference Shares to be redeemed are the subject of the finding of unsuitability by Capital Disqualification Redemption Event and (y) after giving effect to such Gaming Authorityredemption, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority the Company has reasonably determined that a Holder or beneficial owner of the Notes (or an Affiliate thereof) Capital Disqualification Redemption Event will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights exist with respect to the Notes to: then-issued Preference Shares and such redemption will not result in the suspension or removal of the Preference Shares from listing on the New York Stock Exchange; provided further that no such redemption may occur prior to October 1, 2024 unless one of the Redemption Requirements is satisfied. (4) At any time prior to October 1) exercise, directly 2024, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in whole or indirectlyfrom time to time in part, through any Personupon notice given as provided in Section 7(c), any right conferred by the Notes; or (2) receive any interestat a cash redemption price equal to $25,000 per Preference Share, any Liquidated Damages, or any other distribution or payment with respect plus an amount equal to the Notesportion of the quarterly dividend attributable to the then-current dividend period, or if any, to, but excluding, the Redemption Date, without accumulation of any remuneration undeclared dividends, at any time following the occurrence of a Tax Event; provided that no such redemption may occur prior to October 1, 2024 unless one of the Redemption Requirements is satisfied. (5) At any time prior to October 1, 2024, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in any form from the Company for services rendered or otherwisewhole, except the upon notice given as provided in Section 7(c), at a cash redemption price of $25,500 per Preference Share, plus an amount equal to the Notes. The Company shall notify portion of the Trustee in writing quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends, within 90 days after the occurrence of a Rating Agency Event; provided that no such redemption as soon as practicable. The Holder or beneficial owner applying for licensemay occur prior to October 1, qualification or a finding of suitability must pay all costs 2024 unless one of the licensure Redemption Requirements is satisfied. (6) Unless dividends on all issued Preference Shares and all Parity Stock shall have been declared and paid (or investigation declared and a sum sufficient for the payment thereof set apart for payment) for the latest completed Dividend Period on all issued Preference Shares and the latest completed dividend period on all issued Parity Stock, no Preference Shares or any Parity Stock shall be redeemed, purchased or otherwise acquired by the Company unless all issued Preference Shares and any Parity Stock are redeemed (or purchased or otherwise acquired); provided, that the Company may acquire fewer than all of the issued Preference Shares or Parity Stock pursuant to a written purchase or exchange offer made to all holders of issued Preference Shares and Parity Stock upon such qualification terms as the Board of Directors in its sole discretion, after consideration of the respective annual dividend rate and other relative rights and preferences of the respective classes or finding of suitabilityseries, shall determine (which determination shall be final and conclusive) will result in fair and equitable treatment among the respective classes or series.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5described below, the Company will Notes are not have redeemable at the Issuers’ option to redeem the Notes prior to March 15until December 1, 20082012. On or From and after March 15December 1, 20082012, the Company will have the option to Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ noticeprior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the redemption prices Redemption Prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, on the Notes redeemed, to but excluding the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on March 15 December 1 of each of the years indicated below: 2008 104.125 Year Percentage 2012 106.000 % 2009 102.063 2013 103.000 % 2010 2014 and thereafter 100.000 % Unless In addition, prior to December 1, 2012, the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5Issuers may, at any time prior to March 15their option, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this the Indenture at a redemption price in cash of 108.250equal to 112.000% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damagesthereon, if any, to but excluding, the redemption dateRedemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the CompanyIssuers or any direct or indirect parent of the Issuers to the extent such net proceeds are contributed to the Issuers; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by originally issued under the Company and its Subsidiaries) Indenture remains outstanding immediately after the occurrence of each such redemption, notice of any ; provided further that each such redemption shall be given by the Company to the Holders and the Trustee occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 90 days of the date of closing of each such notice. (c) In addition Equity Offering. At any time prior to the foregoingfinal maturity date of the Notes, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification the Issuers may also redeem all or a finding part of suitability within the Notes, upon not less than 30 days (or such shorter period as may be required nor more than 60 days’ prior notice mailed by the applicable Gaming Authority) after being requested first-class mail to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004each Holder’s registered address, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price Redemption Price equal to the least of: (A) 100% of the principal amount thereofof Notes redeemed plus the Applicable Premium as of, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with and accrued interest and Liquidated Damagesunpaid interest, if any, to but excluding the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming AuthorityRedemption Date, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect subject to the rights of Holders of Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by on the Notes; or (2) relevant record date to receive any interest, any Liquidated Damages, or any other distribution or payment with respect to interest due on the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityrelevant Interest Payment Date.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5At any time prior to February 15, 2024, the Company will not have Issuer may on any one or more occasions redeem up to 40% of the option to redeem aggregate principal amount of Notes issued under the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in partIndenture, upon giving not less than 30 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 hereof) at a redemption price equal to 105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 60% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Issuer) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including 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. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraphs 10 and 11 hereof, the Notes will not be redeemable at the Issuer’s option prior to February 15, 2024. (d) On or after February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, on the Notes redeemed, to the applicable redemption datedate of redemption, if redeemed during the twelve-month period beginning on March February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2008 104.125 2024 102.813 % 2009 102.063 2025 101.406 % 2010 2026 and thereafter 100.000 % % (e) Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company The Notes will not have be redeemable at the Company's option to redeem the Notes prior to March 15, 2008_____________. On or after March 15, 2008, the Company will have the option to redeem the NotesThe Notes may be redeemed, in whole or in part, at the option of the Company on or after _____________, at the redemption prices specified below (expressed as percentages of the principal amount thereof), in each case, together with accrued and unpaid interest, hereon to the date of redemption, upon not less than 30 nor more than 60 days’ ' notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 ___________ of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.REDEMPTION YEAR PRICE (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5foregoing, at any time prior to March 15, 2007____________, the Company may may, on any one or more occasions, use the net proceeds of one or more offerings of its capital stock to redeem up to 35__% of the initially outstanding aggregate principal amount of Notes all notes that had been issued under this the Indenture up to the time of redemption at a redemption price in cash of 108.250__% of the principal amount thereofof the notes redeemed, plus accrued and unpaid interest and Liquidated Damages, if anyinterest, to the redemption date, with the net cash proceeds date of one or more Equity Offerings of the Companyredemption; provided that at least 65% of that, after any such redemption, the initially outstanding aggregate principal amount of the Notes outstanding (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after must equal at least __% of the occurrence of such redemption, notice of any such redemption shall be given by Notes that had been issued under the Company Indenture up to the Holders time of redemption; and the Trustee within 15 days after the consummation of provided further, that any such Equity Offering, and such redemption shall occur within 60 90 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate closing of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner offering of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption Capital Stock of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityCompany.]

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5At any time prior to February 15, 2024, the Company will not have Issuer may on any one or more occasions redeem up to 40% of the option to redeem aggregate principal amount of Notes issued under the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in partIndenture, upon giving not less than 30 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 hereof), at a redemption price equal to 105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that: (i) at least 60% of the aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Issuer) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including 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. (c) Except pursuant to paragraph 6(a) and 6(b) and paragraphs 10 and 11 hereof, the Notes will not be redeemable at the Issuer’s option prior to February 15, 2024. (d) On or after February 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, on the Notes redeemed, to the applicable redemption datedate of redemption, if redeemed during the twelve-month period beginning on March February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date: 2008 104.125 2024 102.813 % 2009 102.063 2025 101.406 % 2010 2026 and thereafter 100.000 % % (e) Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except At any time prior to April 15, 2014, the Issuer may redeem all or a part of the Notes, upon notice in accordance with Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as set forth in subparagraphs of, and accrued and unpaid interest, if any, to, the date of redemption (the “Redemption Date’), subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (b) Until April 15, 2013, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 109.25% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, the Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by it from one or more Equity Offerings; provided that (i) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date remain outstanding immediately after the occurrence of each such redemption; and (ii) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (c) Except pursuant to clause (a) or (b) of this Paragraph 5Section 3.07, the Company Notes will not have be redeemable at the Issuer’s option to redeem the Notes prior to March April 15, 2008. 2014. (d) On or and after March April 15, 20082014, the Company will have the option to Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, notice in accordance with Section 3.03 at the redemption prices (expressed as percentages of principal amount thereofof the Notes to be redeemed) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant record date to receive interest due on the applicable redemption relevant interest payment date, if redeemed during the twelve-month period beginning on March April 15 of each of the years indicated below: 2008 104.125 2014 104.625 % 2009 102.063 2015 102.313 % 2010 2016 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.% (be) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 3.01 through 3.06 hereof. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs At any time prior to June 15, 2014, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 108.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date) with the net cash proceeds of an Equity Offering by Eldorado or a contribution to Eldorado’s common equity capital made with the net cash proceeds of a concurrent Equity Offering by Eldorado’s direct or indirect parent; provided that: (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by Eldorado and Eldorado’s subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) In addition, not more than once during each twelve-month period ending on June 15 of 2012, 2013 and 2014, the Issuers may redeem up to $18.0 million in principal amount of the Notes in each such twelve-month period, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date). (c) of this Paragraph 5At any time prior to June 15, 2015, the Company Issuers, at their option, may on one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant payment date. (d) Except pursuant to the three preceding paragraphs, the Notes will not have be redeemable at the Issuers’ option to redeem the Notes prior to March June 15, 2008. 2015. (e) On or after March June 15, 20082015, the Company will have Issuers may on any one or more occasions redeem all or a part of the option to redeem the Notes, in whole or in part, Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, any on the Notes redeemed, to the applicable redemption datedate of redemption, if redeemed during the twelve-month period beginning on March June 15 of the years indicated below: 2008 104.125 below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date): 2015 104.313 % 2009 102.063 2016 102.156 % 2010 2017 and thereafter 100.000 % Unless the Company defaults Issuers default in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (bf) Notwithstanding Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeSections 3.01 through 3.06 hereof. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the The Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to may redeem the Notes, at its option, in whole at any time or in part, upon not less than 30 nor more than 60 days’ noticepart from time to time (the “Make-Whole Redemption”), at a redemption price equal to the redemption prices greater of: (expressed as percentages 1) 100% of the principal amount thereofof the Notes to be redeemed, and (2) set forth below the present value of the sum of the principal amount that would be payable on such Notes on September 1, 2011 and all remaining interest payments to and including September 1, 2011 (but excluding any interest accrued to the Make-Whole Redemption Date), discounted on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) from September 1, 2011 to the Make-Whole Redemption Date at a per annum interest rate equal to the Applicable Treasury Rate on such Make-Whole Redemption Date plus 0.50%, in each case, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5foregoing, at any time on or prior to March 15September 1, 2007, the Company may Company, on one or more occasions, may, at its option, redeem up to 35% of the initially outstanding in aggregate principal amount of the Notes (including Additional Notes) originally issued under this the Indenture at a redemption price in cash of 108.250equal to 106.250% of the their principal amount thereofamount, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, to the redemption dateRedemption Date, in each case with the net cash proceeds of one or more Equity Offerings by Parent to the extent that the net cash proceeds thereof are contributed to the common equity capital of the Company or are used to subscribe from the Company shares of Qualified Capital Stock of the Company; provided that (1) at least 65% of the initially outstanding in aggregate principal amount of the Notes (excluding Notes held by including Additional Notes) originally issued under the Company and its Subsidiaries) remains Indenture remain outstanding immediately after the occurrence of such redemption, notice of any each such redemption shall be given by and (2) such redemption occurs within 90 days of the Company to date of the Holders and the Trustee within 15 days after the consummation closing of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) On and (c) after July 15, 2020 the Issuers may redeem all or, from time to time, part of this Paragraph 5, the Company will not have the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 10 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages a percentage of the principal amount thereofamount) set forth below plus accrued and unpaid interest and Liquidated Damagesto, if anybut not including, on the Notes redeemed, to the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on March July 15 of the years indicated below: 2008 104.125 2020 103.875 % 2009 102.063 2021 102.583 % 2010 2022 101.292 % 2023 and thereafter 100.000 % Unless the Company defaults Issuers default in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions the portion thereof called for redemption on the applicable redemption date. Any such redemption and notice may, in the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior Prior to March July 15, 20072018, the Company Issuers may on any one or more occasions redeem up to 3540% of the initially outstanding aggregate original principal amount of the Notes issued under this Indenture (including, in each case, the principal amount of any Additional Notes denominated in such currencies), upon not less than 10 nor more than 60 days’ notice, with funds in an aggregate amount (the “Redemption Amount”) not exceeding the Net Cash Proceeds of one or more Equity Offerings at a redemption price in cash of 108.250107.750% of the principal amount thereofof the Notes, plus accrued and unpaid interest and Liquidated Damagesto, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (1) at least 60% of the original principal amount of the Notes (including the principal amount of any Additional Notes) remains outstanding after each such redemption; and (2) the redemption occurs within 180 days after the closing of such Equity Offering. Any redemption notice given in respect of the redemption of the Notes (including upon an Equity Offering or in connection with a transaction (or series of related transactions) or an event that constitutes a Change of Control) may, at the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, the completion or occurrence of such transaction or event, as the case may be. In addition, if anysuch redemption or purchase is subject to satisfaction of one or more conditions precedent, to such notice shall describe each such condition, and if applicable, shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or waived, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, with or by the net cash proceeds of one redemption date as so delayed, or more Equity Offerings such notice may be rescinded at any time in the Issuers’ discretion if in the good faith judgment of the Company; provided Issuers any or all of such conditions will not be satisfied. In addition, the Issuers may provide in such notice that at least 65% payment of the initially outstanding redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. In no event shall the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate principal amount of the Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall eligible under this Indenture to be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such noticeredeemed. (c) In addition Prior to the foregoingJuly 15, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable2020, the Company shall have the right at any Issuers may redeem all or, from time from or after March 15to time, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption a part of the Notes of such Holder or beneficial owner upon not less than 10 nor more than 60 days’ notice at a redemption price equal to the least of: (A) 100% of the principal amount thereofthereof plus the Applicable Premium and accrued and unpaid interest to, but not including, the applicable redemption date (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, subject to the earlier right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). Any such redemption and notice may, at the Issuers’ discretion, be subject to the satisfaction of one or more conditions precedent. (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through Section 3.06 hereof. (e) If any Notes are listed on an exchange, and the rules of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitabilityexchange so require, the Holder or beneficial owner Issuers will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing exchange of any such redemption as soon as practicableand the principal amount of any Notes outstanding following any partial redemption of such Notes. The Holder In no event will the Trustee be responsible for monitoring, or beneficial owner applying for licensecharged with knowledge of, qualification or a finding the maximum aggregate amount of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityNotes eligible under this Indenture to be redeemed.

Optional Redemption. (a) Except as set forth At any time prior to September 1, 2027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under the Indenture at a redemption price equal to 107.375% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), in subparagraphs an amount equal to the amount of cash proceeds of any Equity Offering; provided that: (1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $325.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of the Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to September 1, 2027, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of this Paragraph 5Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Company Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) Prior to September 1, 2027, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date). (e) Except pursuant to the preceding paragraphs, the Notes will not have be redeemable at the Issuer’s option to redeem the Notes prior to March 15September 1, 2008. 2027. (f) On or after March 15September 1, 20082027, the Company will have Issuer may on any one or more occasions redeem all or a portion of the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, Notes at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemed, to (but not including) the applicable redemption datedate of redemption, if redeemed during the twelve12-month period beginning on March 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2008 104.125 2027 103.688 % 2009 102.063 2028 101.844 % 2010 2029 and thereafter 100.000 % % (g) In connection with any redemption of Notes (including with net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met, by providing notice to the Holders of Notes. Notes called for redemption become due on the applicable redemption date (as such date may be extended or delayed). Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. date (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification whether or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (BBusiness Day), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) At any time and (c) of this Paragraph 5from time to time prior to two years from the Issue Date, the Company will not have Issuer may redeem all or a part of the option to redeem the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the 2024 Notes, in whole or in part, upon not less than 30 15 days’ nor more than 60 days’ notice, at a Redemption Price equal to 100% of the redemption prices (expressed as percentages of aggregate principal amount thereof) set forth below of the 2024 Notes redeemed, plus the Applicable Premium and accrued and unpaid interest and Liquidated Damagesinterest, if any, to but excluding the applicable date of redemption (subject to the rights of Holders on the Notes redeemed, relevant Record Date to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, receive interest and the Liquidated Damages, if any, will cease to accrue due on the Notes or portions thereof called for redemption on the applicable redemption daterelevant Interest Payment Date). (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at At any time prior to March 15, 2007two years from the Issue Date, the Company may Issuer may, on one or more occasions, redeem up to 35% of the initially outstanding aggregate principal amount of 2024 Notes issued under this Indenture (including any Additional 2024 Notes), upon not less than 15 days’ nor more than 60 days’ notice, at a redemption price in cash Redemption Price of 108.250112.5% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption dateRedemption Date, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings of the CompanyOfferings; provided that that: (i) 2024 Notes in an aggregate principal amount equal to at least 65% of the initially outstanding aggregate principal amount of 2024 Notes issued under this Indenture (excluding Notes held by the Company and its Subsidiariesany Additional 2024 Notes) remains remain outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given (excluding 2024 Notes held by the Company to Issuer or its Affiliates); and (ii) the Holders and the Trustee redemption occurs within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 90 days of the date of the closing of such noticeEquity Offering. (c) In addition At any time and from time to time after two years from the Issue Date, the Issuer may redeem all or a part of the 2024 Notes upon not less than 15 days’ nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2024 Notes redeemed, to the foregoingapplicable Redemption Date, if redeemed during the twelve- month period beginning on December 10 of the years indicated below, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date: Year Percentage 2022 106.25% 2023 and thereafter 100.00% (1d) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitableUnless otherwise specifically provided in this Section 3.7, the Company terms of Article 5 shall have the right at any time from or after March 15, 2004, at its option: (1) apply to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the any 2024 Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, and in the case event of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitabilityinconsistency, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price terms of the Notes. The Company this Section 3.7 shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitabilityprevail.

Optional Redemption. (a) Except as set forth At any time prior to May 1, 2027, the Issuer may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price of 107.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), in subparagraphs an amount not greater than the net cash proceeds of one or more Equity Offerings; provided that: (i) at least 60% of the aggregate principal amount of the Notes issued on the date of the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Issuer and its Subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of each such Equity Offering. (b) On and (c) of this Paragraph 5after May 1, 2027, the Company will not have the option to Issuer may, on one or more occasions, redeem all or a part of the Notes prior to March 15, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereofamount) set forth below below, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, on the Notes redeemedredeemed to, but excluding, the applicable Redemption Date (subject to the applicable redemption dateright of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the twelve-month period beginning on March 15 May 1 of the years indicated below: 2008 104.125 2027 103.625 % 2009 102.063 2028 101.813 % 2010 2029 and thereafter 100.000 % (c) Prior to May 1, 2027, the Issuer may, on one or more occasions, redeem all or part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date). (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer or other tender offer, and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, Alternate Offer or other offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of the Holders of the Notes on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (e) Any such optional redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if such optional redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such Redemption Date be delayed to a date later than 60 days after the date on which such notice was sent), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Redemption Date, or by the Redemption Date as so delayed. (f) Unless the Company Issuer defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the initially outstanding aggregate principal amount of Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, notice of any such redemption shall be given by the Company to the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (c) In addition to the foregoing, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitable, the Company shall have the right at any time from or after March 15, 2004, at its option: (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) the principal amount thereof, (B) the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with accrued interest and Liquidated Damages, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied a license, qualification or finding of suitability, the Holder or beneficial owner will not have any further rights with respect to the Notes to: (1) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price of the Notes. The Company shall notify the Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner applying for license, qualification or a finding of suitability must pay all costs of the licensure or investigation for such qualification or finding of suitability.

Optional Redemption. (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes At any time prior to March 15April 1, 2008. On or after March 15, 2008, the Company will have the option to redeem the Notes, in whole or in part2015, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, Issuer may on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 2008 104.125 % 2009 102.063 % 2010 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest and the Liquidated Damages, if any, will cease to accrue on the Notes any one or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 15, 2007, the Company may more occasions redeem up to 35% of the initially outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price in cash of 108.250110.25% of the their principal amount thereofamount, plus accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, to the redemption date, with the net cash proceeds of from one or more Equity Offerings of the CompanyOfferings; provided that provided, that: (i) at least 65% of the initially outstanding aggregate principal amount of Notes that were initially issued under the Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains would remain outstanding immediately after the occurrence of such proposed redemption, notice of any such ; and (ii) the redemption shall be given by the Company to the Holders and the Trustee occurs within 15 90 days after the consummation closing of any such Equity Offering, and such redemption shall occur within 60 days of the date of such notice. (cb) In addition At any time prior to the foregoingApril 1, if (1) any Gaming Authority makes a determination of unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner)2015, or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an Affiliate thereof) must be licensed, qualified or found suitable under any applicable Gaming Laws and such Holder or beneficial owner (or Affiliate thereof): (A) fails to apply for a license, qualification or a finding of suitability within upon not less than 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority, or (B) is denied such license or qualification or not found suitablenor more than 60 days’ notice, the Company shall have the right at Issuer may, on any time from one or after March 15more occasions, 2004, at its option: (1) to require any such Holder redeem all or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of such notice or finding by such Gaming Authority, or (2) to call for the redemption part of the Notes of such Holder or beneficial owner at a redemption price equal to the least of: (A) 100% of the principal amount thereof, (B) thereof plus the price at which such Holder or beneficial owner acquired the Notes, in the case of either clause (A) above or this clause (B), together with Applicable Redemption Premium and accrued and unpaid interest and Liquidated DamagesAdditional Amounts, if any, to the earlier redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to subparagraphs (a) and (b) of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authoritythis Paragraph 5 and pursuant to Paragraph 6, or (C) such other lesser amount as may be required by any Gaming Authority. Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes (or an Affiliate thereof) will not be licensedredeemable at the Issuer’s option prior to April 1, qualified 2015. (d) At any time on or found suitable or is denied a licenseafter April 1, qualification or finding of suitability2015, and prior to maturity, upon not less than 30 nor more than 60 days’ notice, the Holder Issuer may, on any one or beneficial owner will not have any further rights with respect to the Notes to: (1) exercisemore occasions, directly redeem all or indirectly, through any Person, any right conferred by the Notes; or (2) receive any interest, any Liquidated Damages, or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Company for services rendered or otherwise, except the redemption price part of the Notes. The Company shall notify These redemptions will be in amounts of $200,000 or integral multiples of $1,000 in excess thereof at the Trustee in writing following redemption prices (expressed as percentages of any such their principal amount at maturity), plus accrued and unpaid interest and Additional Amounts, if any, to the redemption as soon as practicable. The Holder or beneficial owner applying for licensedate, qualification or a finding of suitability must pay all costs if redeemed during the 12-month period commencing on April 1 of the licensure or investigation for such qualification or finding years set forth below, subject to the rights of suitability.Holders on the relevant record date to receive interest on the relevant interest payment date: 2015 105.125 % 2016 and thereafter 100.000 %