Common use of Special Put Option Clause in Contracts

Special Put Option. (a) Upon a Special Put Option Triggering Event, each Holder will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms set forth in this Section 4.21. In the Special Put Option Offer, the Company will offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full as described under Section 3.07 hereof. (b) Within ten days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under Section 3.07 hereof the Company shall mail a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and (3) the instructions determined by the Company, consistent with this Section 4.21, that a Holder must follow in order to have its Notes repurchased. (c) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) The Paying Agent will promptly mail to each Holder properly tendered the Special Put Option Payment for such Notes, and the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (e) The provisions described in this Section 4.21 that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with Section 3.07 and Section 3.10 hereof pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Special Put Option. In the event that the 2020 Notes are not refinanced or repaid in full by June 1, 2020 in accordance with the terms of this Indenture (aand in the case of a refinancing, with refinancing indebtedness with a Weighted Average Life to Maturity no earlier than 90 days after the stated maturity date of the Notes) Upon (a “Special Put Option Triggering Event”), each Holder holder of the Notes will have the right to require the Company to repurchase all or any part of such Holderholder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms set forth in this Section 4.21. In the Special Put Option Offer, the Company will offer to purchase the Notes at a purchase price in cash equal to 100101% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full as described under Section 3.07 hereof. (b) . Within ten days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under Section 3.07 hereof the Company shall mail a notice (a “Special Put Option Offer”) to each Holder holder of the Notes with a copy to the Trustee and the Paying Agent stating: (1a) that a Special Put Option Triggering Event has occurred and that such holder has the right to require the Company to repurchase such Holderholder’s Notes at a repurchase price in cash equal to 100101% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, interest to but excluding the date of repurchase (subject to the right of Holders holders of record on a record date to receive interest on the relevant interest payment date); (2b) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and (3c) the instructions determined by the Company, consistent with this Section 4.21covenant, that a Holder holder must follow in order to have its Notes repurchased. (c) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) The Paying Agent will promptly mail to each Holder properly tendered the Special Put Option Payment for such Notes, and the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (e) The provisions described in this Section 4.21 that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with Section 3.07 and Section 3.10 hereof pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provisioncovenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provisioncovenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof. On the date of repurchase, the Company will, to the extent lawful: (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (b) deposit with the Paying Agent an amount equal to the purchase price (plus accrued and unpaid interest) in respect of all Notes or portions of Notes properly tendered; and (c) deliver or cause to be delivered to the Trustee and Paying Agent an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company.

Special Put Option. (a) Upon the occurrence of a Special Put Option Triggering Event, each Holder will shall have the right to require the Company Issuer to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms as set forth in this Section 4.21below. In the Special Put Option Offer, the Company will Issuer shall offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding excluding) the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company Issuer has previously or concurrently elected exercised its right to redeem the Notes in full as described under by delivery of a notice of redemption pursuant to Section 3.07 3.03 hereof. (b) . Within ten (10) days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company Issuer has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under pursuant to Section 3.07 hereof 3.03 or Section 3.09 hereof, the Company Issuer shall mail a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder Holder has the right to require the Company Issuer to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding excluding) the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed); and (3) the instructions determined by the CompanyIssuer, consistent with this Section 4.21covenant, that a Holder must follow in order to have its Notes repurchased. (c) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) The Paying Agent will promptly mail to each Holder properly tendered the Special Put Option Payment for such Notes, and the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (e) The provisions described in this Section 4.21 that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with Section 3.07 and Section 3.10 hereof pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Special Put Option. (a) Upon a Special Put Option Triggering Event, each Holder will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms set forth in this Section 4.21. In the Special Put Option Offer, the Company will offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full as described under Section 3.07 hereof. (b) Within ten days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under Section 3.07 hereof the Company shall mail a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and (3) the instructions determined by the Company, consistent with this Section 4.21, that a Holder must follow in order to have its Notes repurchased. (c) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (d) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (de) The Paying Agent will promptly mail to each Holder properly tendered the Special Put Option Payment for such Notes, and the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (ef) The provisions described in this Section 4.21 that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (fg) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with Section 3.07 and Section 3.10 hereof pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Special Put Option. (a) Upon a Special Put Option Triggering Event, each Holder will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms set forth in this Section 4.21. In the Special Put Option Offer, the Company will offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full as described under Section 3.07 hereof. (b) Within ten days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under Section 3.07 hereof the Company shall mail a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and (3) the instructions determined by the Company, consistent with this Section 4.21, that a Holder must follow in order to have its Notes repurchased. (c) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) The Paying Agent will promptly mail to each Holder properly tendered the Special Put Option Payment for such Notes, and the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (e) The provisions described in this Section 4.21 that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with Section 3.07 and Section 3.10 hereof pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Special Put Option. (a) Upon a Special Put Option Triggering Event, each Holder holder of the Notes will have the right to require the Company to repurchase all or any part of such Holderholder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms set forth in this Section 4.21Indenture. In the Special Put Option Offer, the Company will offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full as described under Section 3.07 hereof. (b) . Within ten days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under Section 3.07 hereof the Company shall mail a notice (a “Special Put Option Offer”) to each Holder holder of the Notes with a copy to the Trustee and the Paying Agent stating: (1a) that a Special Put Option Triggering Event has occurred and that such holder has the right to require the Company to repurchase such Holderholder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders holders of record on a record date to receive interest on the relevant interest payment date); (2b) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and (3c) the instructions determined by the Company, consistent with this Section 4.21covenant, that a Holder holder must follow in order to have its Notes repurchased. (c) . On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2b) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3c) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) . The Paying Agent will promptly mail to each Holder properly tendered make payment of the Special Put Option Payment for such Notes to the accounts specified by DTC or its nominee, for onward payment to the relevant holders of Notes, and the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (e) . The provisions described in this Section 4.21 above that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the this Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer with respect to the Notes upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the this Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with the terms of this Indenture, as described above in Section 3.07 and Section 3.10 hereof 3.10, pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) . Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 the preceding paragraph will have the status of Notes issued and outstanding. (h) . The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Special Put Option. (ai) Upon a If any of the circumstances set forth under Article 7.2 (b)(iii) (the “Special Put Option Triggering Event, each Holder will have the right Events”) occurs to require the Company and fails to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms set forth in this Section 4.21. In the Special Put Option Offer, the Company will offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected to redeem the Notes in full as described under Section 3.07 hereof. (b) Within ten days be cured within three months following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company has exercised its right to redeem the Notes in full by delivery of a written remedy notice of redemption as described under Section 3.07 hereof by the Investors, then the Investors shall be entitled to give the Company shall mail a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that Existing Shareholders a Special Put Option Triggering Event has occurred and that such holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such written notice is mailed); and (3) the instructions determined by the Company, consistent with this Section 4.21, that a Holder must follow in order to have its Notes repurchased. (c) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option PaymentNotice”), requiring the Controlling Shareholders to purchase all or part of the equity interest the Investors hold in respect of all Notes or portions of Notes properly tendered; and the Company at the price specified in Article 7.2 (3b)(iii) deliver or cause (the “Special Put Option Price”) (the “Special Put Option”). The Controlling Shareholders shall be obligated to be delivered purchase and accept from the Investors the equity interest/shares subject to the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) The Paying Agent will promptly mail to each Holder properly tendered the Special Put Option Payment for such Notes, and at the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (e) The provisions described in this Section 4.21 that require the Company to make a applicable Special Put Option Offer Price within three (3) months following a Special Put Option Triggering Event will be applicable whether or not any other provisions their receipt of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable Notice (including but not limited to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under full payment of the Special Put Option OfferPrice and completion of all change registration, or (2) notice of redemption has been given in accordance with Section 3.07 filing, approval and Section 3.10 hereof pursuant to which other legal procedures necessary for the equity transfer within such period); the Company has exercised its right shall have joint and several liability for the performance by the Controlling Shareholders of their obligations under such Special Put Option. In case of failure to redeem fully pay the Notes in fullSpecial Put Option Price within the above-stated period, unless and until there is the Controlling Shareholders shall pay for each day of delay late payment penalty at a default in payment rate of 0.1% of the applicable redemption priceSpecial Put Option Price payable but not paid. (gii) Notes repurchased The Investors’ Special Put Option Price shall be the Investor Capital Increase Subscription Price already paid by the Investors to the Company plus the interest calculated at an annual (compound) rate of 10% (for the period from the Closing Date through the date of receipt by the Investors of the Put Option Price) and any dividend declared but not paid by the Company pursuant which belongs to a the Investors. (iii) Special Put Option Offer will have Triggering Events include the status following: a) the Company’s Qualified IPO fails to occur within 4 years following the consummation of Notes issued but not outstanding or will be retired and cancelled at this transaction (which is formalized by the option completion of the Company. Notes purchased ’s industrial and commercial change registration procedures for this Capital Increase), or an M&A Event occurs, or there exist major obstacles to the Qualified IPO or M&A Event for any reason attributable to the Company or the Existing Shareholders, which cannot be removed; b) the Company seriously breaches the business development planning, capital expenditure plan or budget proposal adopted by the general shareholders’ meeting or the Board in the course of its business; c) a third party pursuant major change in the Key Employees of the Company (a major change refers to sub-clause (b)(3) the circumstance where half or more of the Key Employees of the Company leave the Company within three years following the Execution Date of this Section 4.21 will have Agreement, and the status management fails to take any remedial measures; a list of Notes issued and outstanding. (h) The Company will comply, such Key Employees is attached to the extent applicable, with Capital Increase Agreement as Exhibit 3); d) the requirements Company remains unable to provide the auditor’s report issued by an accounting firm qualified to practice in the securities and futures sectors 6 months after the end of Section 14(eany fiscal year; e) the Controlling Shareholders or De Facto Controller of the Exchange Act and any other securities laws or regulations Company seriously violate the principle of good faith, in connection with particular in case of off-the-book cash sales revenue unknown to the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.Investors;

Special Put Option. (a) Upon the occurrence of a Special Put Option Triggering Event, each Holder will shall have the right to require the Company Issuer to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms as set forth in this Section 4.21below. In the Special Put Option Offer, the Company will Issuer shall offer to purchase the Notes at a purchase price in cash equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to to, but excluding not including, the date of repurchase (subject to the right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company Issuer has previously or concurrently elected to redeem the Notes in full as described under in Section 3.07 hereof. (b) or Section 3.10. Within ten (10) days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company Issuer has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under pursuant to Section 3.07 hereof 3.03 or Section 3.10 hereof, the Company Issuer shall mail a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder Holder has the right to require the Company Issuer to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to to, but excluding not including, the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is mailed); and (3) the instructions determined by the CompanyIssuer, consistent with this Section 4.21covenant, that a Holder must follow in order to have its Notes repurchased. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance. (cb) On the date of repurchase pursuant to a Special Put Option Offer, the Company willIssuer shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to to, but excluding not including, the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) Issuer. The Paying Agent will shall promptly mail to each Holder of Notes properly tendered the Special Put Option Payment for such Notes, and upon receipt of an Authentication Order, the Trustee, or its authenticating agent, will Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (ec) The provisions described Notwithstanding anything to the contrary in this Section 4.21 that require 4.10, the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company Issuer will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company Issuer and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with the terms of the Indenture, as described above under Section 3.07 and hereof or Section 3.10 3.09 hereof pursuant to which the Company Issuer has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Special Put Option. (a) Upon the occurrence of a Special Put Option Triggering Event, each Holder will shall have the right to require the Company Issuer to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms as set forth in this Section 4.21below. In the Special Put Option Offer, the Company will Issuer shall offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding excluding) the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company Issuer has previously or concurrently elected exercised its right to redeem the Notes in full as described under by delivery of a notice of redemption pursuant to Section 3.07 3.03 hereof. (b) . Within ten (10) days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company Issuer has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under pursuant to Section 3.07 hereof 3.03 or Section 3.09 hereof, the Company Issuer shall mail deliver a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder Holder has the right to require the Company Issuer to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding excluding) the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered); and (3) the instructions determined by the CompanyIssuer, consistent with this Section 4.21covenant, that a Holder must follow in order to have its Notes repurchased. (cb) On the date of repurchase pursuant to a Special Put Option Offer, the Company willIssuer shall, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) Issuer. The Paying Agent will shall promptly mail deliver to each Holder of Notes properly tendered the Special Put Option Payment for such Notes, and upon receipt of an Authentication Order, the Trustee, or its authenticating agent, will Trustee shall promptly authenticate and mail deliver (or cause to be transferred by book book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (ec) The provisions described Notwithstanding anything to the contrary in this Section 4.21 that require 4.10, the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company Issuer will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company Issuer and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with the terms of the Indenture, as described above under Section 3.07 and hereof or Section 3.10 3.09 hereof pursuant to which the Company Issuer has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (gd) Notes repurchased by the Company Issuer pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled canceled at the option of the CompanyIssuer. Subject to Section 2.09 hereof, Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 the preceding paragraph will have the status of Notes issued and outstanding. (he) The Company provisions described above that require the Issuer to make a Special Put Option Offer following a Special Put Option Triggering Event will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and be applicable whether or not any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provisionIndenture are applicable. (f) For the avoidance of doubt, following the Company will comply with repurchase date applicable to a Special Put Option Offer, holders of Notes who did not properly tender their Notes in the applicable securities laws and regulations and Special Put Option Offer will not be deemed have the further right to have breached its obligations under this covenant by virtue thereofrequire Xxxx Macau to repurchase such holders’ Notes with respect to that Special Put Option Triggering Event.

Special Put Option. (a) Upon the occurrence of a Special Put Option Triggering Event, each Holder will shall have the right to require the Company Issuer to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms as set forth in this Section 4.21below. In the Special Put Option Offer, the Company will Issuer shall offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding excluding) the date of ASIA 33616188 50 repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company Issuer has previously or concurrently elected exercised its right to redeem the Notes in full as described under by delivery of a notice of redemption pursuant to Section 3.07 3.03 hereof. (b) . Within ten (10) days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company Issuer has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under pursuant to Section 3.07 hereof 3.03 or Section 3.09 hereof, the Company Issuer shall mail deliver a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder Holder has the right to require the Company Issuer to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding excluding) the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered); and (3) the instructions determined by the CompanyIssuer, consistent with this Section 4.21covenant, that a Holder must follow in order to have its Notes repurchased. (c) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) The Paying Agent will promptly mail to each Holder properly tendered the Special Put Option Payment for such Notes, and the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (e) The provisions described in this Section 4.21 that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with Section 3.07 and Section 3.10 hereof pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Special Put Option. (a) Upon the occurrence of a Special Put Option Triggering Event, each Holder will shall have the right to require the Company Issuer to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms as set forth in this Section 4.21below. In the Special Put Option Offer, the Company will Issuer shall offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding excluding) the date of repurchase (subject to the right of Holders of record on ASIA 33951818 44 the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company Issuer has previously or concurrently elected exercised its right to redeem the Notes in full as described under by delivery of a notice of redemption pursuant to Section 3.07 3.03 hereof. (b) . Within ten (10) days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company Issuer has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under pursuant to Section 3.07 hereof 3.03 or Section 3.09 hereof, the Company Issuer shall mail deliver a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder Holder has the right to require the Company Issuer to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to (but excluding excluding) the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 10 days nor later than 60 days from the date such notice is maileddelivered); and (3) the instructions determined by the CompanyIssuer, consistent with this Section 4.21covenant, that a Holder must follow in order to have its Notes repurchased. (c) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) The Paying Agent will promptly mail to each Holder properly tendered the Special Put Option Payment for such Notes, and the Trustee, or its authenticating agent, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (e) The provisions described in this Section 4.21 that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with Section 3.07 and Section 3.10 hereof pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (g) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 will have the status of Notes issued and outstanding. (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

Special Put Option. (a) Upon a Special Put Option Triggering Event, each Holder will have the right to require the Company to repurchase all or any part of such Holder’s Notes pursuant to a Special Put Option Offer (as defined below) on the terms as set forth in this Section 4.21below. In the Special Put Option Offer, the Company will offer to purchase the Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), except to the extent the Company has previously or concurrently elected exercised its right to redeem the Notes in full as described under by delivery of a notice of redemption pursuant to Section 3.07 3.03 hereof. (b) . Within ten (10) days following the occurrence of a Special Put Option Triggering Event, except to the extent that the Company has exercised its right to redeem the Notes in full by delivery of a notice of redemption as described under pursuant to Section 3.07 3.03 hereof or Section 3.09 hereof, the Company shall mail a notice (a “Special Put Option Offer”) to each Holder with a copy to the Trustee and the Paying Agent stating: (1) that a Special Put Option Triggering Event has occurred and that such holder Holder has the right to require the Company to repurchase such Holder’s Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date); (2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and (3) the instructions determined by the Company, consistent with this Section 4.21covenant, that a Holder must follow in order to have its Notes repurchased. (cb) On the date of repurchase pursuant to a Special Put Option Offer, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Special Put Option Offer; (2) deposit with the Paying Agent an amount equal to the repurchase price, plus accrued and unpaid interest, if any, and Additional Amounts, if any, to but excluding the date of repurchase (the “Special Put Option Payment”), in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee, the Notes properly accepted together with an Officers’ Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes properly tendered and being purchased by the Company. (d) . The Paying Agent will promptly mail to each Holder of Notes properly tendered the Special Put Option Payment for such Notes, and the Trustee, or its authenticating agent, Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. (ec) The provisions described Notwithstanding anything to the contrary in this Section 4.21 that require 4.10, the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of the Indenture are applicable. Except as described this Section 4.21 with respect to a Special Put Option Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Company repurchase or redeem the Notes in the event of a termination, rescission or expiration of any Gaming License. (f) The Company will not be required to make a Special Put Option Offer upon a Special Put Option Triggering Event if (1) a third party makes the Special Put Option Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Special Put Option Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Special Put Option Offer, or (2) notice of redemption has been given in accordance with the terms of the Indenture, as described above under Section 3.07 and hereof or Section 3.10 3.09 hereof pursuant to which the Company has exercised its right to redeem the Notes in full, unless and until there is a default in payment of the applicable redemption price. (gd) Notes repurchased by the Company pursuant to a Special Put Option Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Company. Subject to Section 2.09 hereof, Notes purchased by a third party pursuant to sub-clause (b)(3) of this Section 4.21 the preceding paragraph will have the status of Notes issued and outstanding. (he) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this provision. To the extent that the provisions of any securities laws or regulations conflict with provisions of this provision, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof. (f) The provisions described above that require the Company to make a Special Put Option Offer following a Special Put Option Triggering Event will be applicable whether or not any other provisions of this Indenture are applicable.