Form 8-K

8-K — Ryman Hospitality Properties, Inc.

Accession: 0001104659-26-100822

Filed: 2026-08-25

Period: 2026-08-25

CIK: 0001040829

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2623756d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2623756d1_ex4-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2623756d1_8k.htm · Sequence: 1

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0001040829

2026-08-25

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2026

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact name of registrant as specified

in its charter)

Delaware

1-13079

73-0664379

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One

Gaylord Drive

Nashville, Tennessee

37214

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number,

including area code: (615) 316-6000

(Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on

Which Registered

Common

Stock, par value $.01

RHP

New York Stock Exchange

Indicate by check mark whether the

registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)

of the Exchange Act. ¨

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Indenture

On August 25, 2026,

Ryman Hospitality Properties, Inc., a Delaware corporation (the “Company”), its subsidiaries RHP Hotel Properties, LP,

a Delaware limited partnership (the “Operating Partnership”), and RHP Finance Corporation (together with the Operating Partnership,

the “Issuers”), and certain of the Company’s other subsidiaries named as guarantors (each such subsidiary and the Company

individually, a “Guarantor” and, collectively the “Guarantors”) entered into an indenture (the “Indenture”)

with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), pursuant to which the Issuers issued $700

million aggregate principal amount of 6.250% Senior Notes due 2035 (the “Notes”), which are guaranteed by the Guarantors (the

“Guarantees”).

The Operating Partnership

intends to use the net proceeds from the Notes offering to fund a portion of the approximately $1.38 billion purchase price to acquire

the JW Marriott Orlando Grande Lakes Resort and The Ritz-Carlton Orlando, Grande Lakes located in Orlando, Florida (collectively, the

“Grande Lakes Acquisition”) and to pay related fees and expenses. The balance of the purchase price of the Grande Lakes Acquisition

will be funded with a combination of the net proceeds of the Company’s underwritten registered public offering of 5,865,000 shares

of common stock (which includes the full exercise of the underwriters’ option to purchase additional shares) at the public offering

price of $117.00 per share, which closed on August 12, 2026, and cash on hand.

If the Grande Lakes Acquisition

is not consummated, the Notes will be redeemed in accordance with a special mandatory redemption at a redemption price equal to 100% of

the issue price of the Notes plus accrued and unpaid interest, if any, up to, but excluding, the special mandatory redemption date.

The Notes are general

unsecured senior obligations of the Issuers, ranking equal in right of payment with existing and future senior unsecured indebtedness,

including the Issuers’ existing senior notes, and senior in right of payment to any future subordinated indebtedness. The Notes

will be effectively junior to any of the Issuers’ secured indebtedness, including the Operating Partnership’s existing credit

facility, to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other

obligations of the Operating Partnership’s subsidiaries that do not guarantee the Notes. The Guarantees rank equally in right of

payment with the applicable Guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any

future subordinated indebtedness of such Guarantor. The Notes are effectively junior to any secured indebtedness of any Guarantor to the

extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of

the Operating Partnership’s subsidiaries that do not guarantee the Notes.

Interest on the Notes

will be payable on February 15 and August 15 of each year, beginning on February 15, 2027, with the Notes maturing on February 15,

2035.

The Issuers may redeem

the Notes at any time prior to August 15, 2029, in whole or in part, at a redemption price equal to 100% of the principal amount

plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The

Issuers may redeem the Notes at any time on or after August 15, 2029, in whole or in part, at the redemption prices (expressed as

percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, up to, but excluding, the redemption

date, if redeemed during the 12-month period beginning on August 15 of each of the years indicated below:

Year

Percentage

2029

103.125 %

2030

101.563 %

2031 and thereafter

100.000 %

In addition, the Issuers

may redeem up to 40% of the Notes before August 15, 2029 with the cash proceeds of certain equity offerings at a redemption price

equal to 106.250% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. However,

the Issuers may only make such redemptions if at least 60% of the original aggregate principal amount of the Notes issued under the Indenture

remains outstanding immediately after the occurrence of such redemption. In the event of a Change of Control Triggering Event (as defined

in the Indenture) of the Company or the Issuers, the Issuers will be required to offer to repurchase some or all of the Notes at 101%

of their principal amount, plus accrued and unpaid interest, if any, up to, but excluding, the repurchase date.

The terms of the Indenture

restrict the ability of the Company and certain of its subsidiaries to borrow money, create liens on assets, make distributions and pay

dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements

that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of debt, and sell

assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in

the Indenture.

The Indenture provides

for customary events of default which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal

or interest or premium; breach of covenants or other agreements in the Indenture; defaults in failure to pay certain other indebtedness;

the failure to pay certain final judgments; and certain events of bankruptcy, insolvency or reorganization. Generally, if an event of

default occurs and is continuing under the Indenture, either the Trustee or the holders of at least 25% in aggregate principal amount

of the Notes then outstanding may declare the principal amount plus accrued and unpaid interest on the Notes to be immediately due and

payable.

The foregoing description

of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, including the form of

Note attached thereto, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively,

and are incorporated by reference herein.

Certain Relationships

Certain affiliates of

the Trustee act as lenders and/or agents under the Operating Partnership’s existing credit facility and may hold the Notes and the

Issuers’ existing senior notes.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF

A REGISTRANT.

To the extent applicable,

the information included above in Item 1.01 is incorporated by reference into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

4.1 Indenture, dated as of August 25, 2026, among RHP Hotel Properties, LP, RHP Finance Corporation,

Ryman Hospitality Properties, Inc., as a guarantor, each of the other guarantors named therein and U.S. Bank Trust Company, National

Association, as trustee.

4.2 Form of 6.250% Senior Note due 2035 (incorporated by reference to Exhibit A to Exhibit 4.1

hereof).

104 Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RYMAN HOSPITALITY PROPERTIES, INC.

Date: August 25, 2026

By:

/s/ Scott J. Lynn

Name:

Scott J. Lynn

Title:

Executive Vice President, General Counsel and Secretary

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2623756d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution Version

RHP HOTEL PROPERTIES, LP

and

RHP FINANCE CORPORATION,

as Issuers,

RYMAN HOSPITALITY PROPERTIES, INC.,

as Parent and a Guarantor,

the other GUARANTORS named herein,

as Guarantors,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of August 25, 2026

6.250% Senior Notes due 2035

Table

of Contents

Page

Article I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.03

Incorporation by Reference

of Trust Indenture Act

Section 1.04

Rules of Construction

Section 1.05

Certain Compliance Calculations

Article II

THE NOTES

Section 2.01

Form and Dating

Section 2.02

Execution, Authentication

and Denomination; Additional Notes

Section 2.03

Registrar and Paying

Agent

Section 2.04

Paying Agent To Hold

Assets in Trust

Section 2.05

Holder Lists

Section 2.06

Transfer and Exchange

Section 2.07

Replacement Notes

Section 2.08

Outstanding Notes

Section 2.09

Treasury Notes

Section 2.10

Temporary Notes

Section 2.11

Cancellation

Section 2.12

Defaulted Interest

Section 2.13

CUSIP and ISIN Numbers

Section 2.14

Book-Entry Provisions

for Global Notes

Section 2.15

Special Transfer and

Exchange Provisions

Article III

REDEMPTION

Section 3.01

Notices to Trustee

Section 3.02

Selection of Notes To

Be Redeemed

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of

Redemption

Section 3.05

Deposit of Redemption

Price

Section 3.06

Notes Redeemed in Part

Section 3.07

Mandatory

Redemption

Section 3.08

Special Mandatory Redemption

Article IV

COVENANTS

Section 4.01

Payment of Notes

Section 4.02

Maintenance of Office

or Agency

Section 4.03

Corporate Existence

Section 4.04

Further Instruments

and Acts

Section 4.05

Compliance Certificate;

Notice of Default

Section 4.06

Waiver of Stay, Extension

or Usury Laws

Section 4.07

Change of Control Triggering

Event

Section 4.08

Limitation on Indebtedness

Section 4.09

Limitation on Restricted

Payments

Section 4.10

Liens

Section 4.11

Limitation on Asset

Sales

Section 4.12

Limitation on Transactions

with Affiliates

Section 4.13

Limitation on Dividend

and Other Payment Restrictions Affecting Restricted Subsidiaries

Section 4.14

Future Guarantees by

Restricted Subsidiaries

Section 4.15

Reports to Holders

Section 4.16

Suspension of Covenants

Section 4.17

Limitation on Activities

of Finco

Section 4.18

Financial Calculations

for Limited Condition Transactions

Article V

SUCCESSOR CORPORATION

Section 5.01

Consolidation, Merger

and Sale of Assets

Article VI

DEFAULT AND REMEDIES

Section 6.01

Events of Default

Section 6.02

Acceleration

Section 6.03

Other Remedies

Section 6.04

Waiver of Past Defaults

Section 6.05

Control by Majority

Section 6.06

Limitation on Suits

Section 6.07

Rights of Holders To

Receive Payment

Section 6.08

Collection Suit by Trustee

Section 6.09

Trustee

May File Proofs of Claim

Section 6.10

Priorities

Section 6.11

Undertaking for Costs

Section 6.12

Restoration of Rights

and Remedies

Article VII

TRUSTEE

Section 7.01

Duties of Trustee

Section 7.02

Rights of Trustee

Section 7.03

Individual Rights of

Trustee

Section 7.04

Trustee’s Disclaimer

Section 7.05

Notice of Default

Section 7.06

[Reserved]

Section 7.07

Compensation and Indemnity

Section 7.08

Replacement of Trustee

Section 7.09

Successor Trustee by

Merger, Etc

Section 7.10

Eligibility, Disqualification

Section 7.11

Preferential Collection

of Claims Against the Issuers

Article VIII

DISCHARGE OF INDENTURE, DEFEASANCE

Section 8.01

Termination of the Issuers’

Obligations

Section 8.02

Legal Defeasance and

Covenant Defeasance

Section 8.03

Conditions to Legal

Defeasance or Covenant Defeasance

Section 8.04

Application of Trust

Money

Section 8.05

Repayment to the Issuers

Section 8.06

Reinstatement

Article IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01

Without Consent of Holders

Section 9.02

With Consent of Holders

Section 9.03

Compliance with the

Trust Indenture Act

Section 9.04

Revocation and Effect

of Consents

Section 9.05

Notation on or Exchange

of Notes

Section 9.06

Trustee To Sign Amendments,

Etc

Article X

GUARANTY

Section 10.01

Guaranty

Section 10.02

Limitation on Guarantor

Liability

iii

Section 10.03

Execution

and Delivery of Guaranty

Section 10.04

Release of a Guarantor

Article XI

MISCELLANEOUS

Section 11.01

Trust Indenture Act

Controls

Section 11.02

Notices

Section 11.03

Communications by Holders

with Other Holders

Section 11.04

Certificate and Opinion

as to Conditions Precedent

Section 11.05

Statements Required

in Certificate or Opinion

Section 11.06

Rules by Paying

Agent or Registrar

Section 11.07

Legal Holidays

Section 11.08

Governing Law; Waiver

of Jury Trial

Section 11.09

No Adverse Interpretation

of Other Agreements

Section 11.10

No Recourse Against

Others

Section 11.11

Successors

Section 11.12

Duplicate Originals;

Electronic Signatures

Section 11.13

Severability

Section 11.14

U.S.A. Patriot Act

Section 11.15

Force Majeure

EXHIBITS:

Exhibit A

– Form of Note

Exhibit B

– Form of Legends

Exhibit C

– Form of Certificate

Exhibit D

– Form of Guaranty

Exhibit E

– Form of Supplemental Indenture in Respect of Subsidiary Guaranty

Note: This Table of Contents shall not, for any purpose, be deemed

to be part of this Indenture.

INDENTURE, dated as of August 25,

2026, by and among RHP Hotel Properties, LP, a Delaware limited partnership (“Opco”), RHP Finance Corporation, a Delaware

corporation (“Finco” and, together with Opco, the “Issuers”, each, an “Issuer”),

Ryman Hospitality Properties, Inc., a Delaware corporation (“Parent”), as a Guarantor, each of the other Guarantors

named herein, as Guarantors, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws

of the United States of America, as Trustee (the “Trustee”).

The Issuers have duly authorized

the creation of an issue of 6.250% Senior Notes due 2035 and, to provide therefor, the Issuers, Parent and the other Guarantors have

duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by

the Issuers and authenticated and delivered hereunder, the valid and binding obligations of the Issuers and to make this Indenture a

valid and binding agreement of the Issuers and the Guarantors have been done.

THIS INDENTURE WITNESSETH

For and in consideration of the premises and the

purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders,

as follows:

Article I

DEFINITIONS

AND INCORPORATION BY REFERENCE

Section 1.01      Definitions.

Set forth below are certain defined terms used in this Indenture.

“Acquired Indebtedness”

means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or that is assumed in connection with

an Asset Acquisition from such Person by a Restricted Subsidiary; provided, however, that Indebtedness of such Person that

is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such

Person becomes a Restricted Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness.

“Adjusted Total

Assets” means, for any Person, the sum of:

(1)            Total

Assets for such Person as of the end of the fiscal quarter preceding the Transaction Date; and

(2)            any

increase in Total Assets following the end of such quarter determined on a pro forma basis, including any pro forma increase

in Total Assets resulting from the application of the proceeds of any additional Indebtedness.

“Affiliate”

means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common

control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”

“controlled by” and “under common control with”), as applied to any Person, means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership

of voting securities, by contract or otherwise.

“Agent”

means any Registrar or Paying Agent.

“Applicable Premium”

means with respect to any Note on any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the

excess of (a) the present value at such redemption date of (i) the Redemption Price of the Note at August 15, 2029 (such

Redemption Price being set forth in the table appearing in Section 5 of the Notes) plus (ii) all required interest payments

due on the Note through August 15, 2029 (excluding interest paid prior to the redemption date and accrued but unpaid interest, if

any, to, but excluding, the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus

50 basis points, over (b) the principal amount of the Note on such redemption date.

“Asset Acquisition” means:

(1)            an

Investment by Parent or any of the Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted

Subsidiary or shall be merged, amalgamated or consolidated with and into Parent or any of the Restricted Subsidiaries; provided,

however, that such Person’s primary business is related, ancillary, incidental or complementary to the businesses of Parent

or any of the Restricted Subsidiaries on the date of such investment; or

(2)            an

acquisition by Parent or any of the Restricted Subsidiaries from any other Person of assets or one or more properties of such Person;

provided, however, that the assets and properties acquired are related, ancillary, incidental or complementary to the businesses

of Parent or any of the Restricted Subsidiaries on the date of such acquisition.

“Asset Disposition”

means the sale or other disposition by Parent or any of the Restricted Subsidiaries, other than to Parent or a Restricted Subsidiary,

of:

(1)            all

or substantially all of the Capital Stock of such Restricted Subsidiary, whether in a single transaction or a series of transactions;

(2)            all

or substantially all of the assets that constitute a division or line of business, or one or more properties, of Parent or any of the

Restricted Subsidiaries, whether in a single transaction or a series of transactions.

“Asset Sale”

means any sale, transfer or other disposition, including by way of merger, consolidation or Sale and Leaseback Transaction, in one transaction

or a series of related transactions by Parent or any of the Restricted Subsidiaries to any Person other than Parent or any of the Restricted

Subsidiaries of:

(1)            all

or any of the Capital Stock of any Restricted Subsidiary;

(2)            all

or substantially all of the assets that constitute a division or line of business of Parent or any of the Restricted Subsidiaries; or

(3)            any

property and assets of Parent or any of the Restricted Subsidiaries outside the ordinary course of business of Parent or such Restricted

Subsidiary;

that (in each of (1), (2) and (3)), is not

governed by the provisions of Section 5.01; provided, however, that “Asset Sale” shall not include:

(1)            the

lease or sublease of any Real Estate Asset;

(2)            sales,

leases, assignments, licenses, sublicenses, subleases or other dispositions of inventory, receivables and other current assets;

(3)            the

sale, conveyance, transfer, lease, disposition or other transfer of all or substantially all of the assets of the Issuers as permitted

under Section 5.01;

(4)            the

license or sublicense of intellectual property or other general intangibles;

(5)            the

issuance of Capital Stock by a Restricted Subsidiary in which the percentage interest (direct and indirect) in the Capital Stock of such

Restricted Subsidiary owned directly or indirectly by the Issuers after giving effect to such issuance, is at least equal to the percentage

interest prior to such issuance;

(6)            the

surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary

course of business;

(7)            any

Restricted Payment permitted by Section 4.09 or that constitutes a Permitted Investment;

(8)            sales,

transfers or other dispositions of assets or the issuance of Capital Stock of a Restricted Subsidiary with a fair market value not in

excess of $55,000,000 in any transaction or series of related transactions;

(9)            sales

or other dispositions of assets (including Capital Stock of a Restricted Subsidiary) for consideration at least equal to the fair market

value of the assets sold or disposed of, to the extent that the consideration received would satisfy Section 4.11(c)(ii);

(10)          sales

or other dispositions of cash or Temporary Cash Investments;

(11)          the

creation, granting, perfection or realization of any Lien permitted under this Indenture;

(12)          the

lease, assignment or sublease of property in the ordinary course of business so long as the same does not materially interfere with the

business of Parent and the Restricted Subsidiaries, taken as a whole;

(13)          sales,

exchanges, transfers or other dispositions of damaged, worn-out or obsolete or otherwise unsuitable or unnecessary equipment or assets

that, in Parent’s reasonable judgment, are no longer used or useful in the business of Parent or the Restricted Subsidiaries and

any sale or disposition of property in connection with scheduled turnarounds, maintenance and equipment and facility updates;

(14)          the

voluntary unwinding of any hedging agreements or other derivative instruments (including any Interest Rate Agreements) other than those

entered into for speculative purposes;

(15)          dispositions

of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in the bankruptcy

or similar proceedings and exclusive factoring or similar arrangements;

(16)          dispositions

of Opry Assets in one or a series of transaction for consideration in an amount not less than the fair market value of such assets;

(17)          dispositions

of property or assets in connection with the granting of state or local tax or economic development incentives, provided that

(a) the use of such property or assets by Parent or any of its Restricted Subsidiaries is not materially limited or restricted thereby,

and (b) such dispositions are either (i) for nominal consideration pursuant to arrangements that also provide for the return

of such property or assets to Parent or one of its Restricted Subsidiaries for nominal consideration at the conclusion of the related

agreements, or (ii) for consideration that is no less favorable to Parent or its Restricted Subsidiaries than would be achieved

in an arms’ length transaction with a Person that is not an Affiliate of Parent;

(18)          any

issuance or sale of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary (or a Restricted Subsidiary which

owns an Unrestricted Subsidiary so long as such Restricted Subsidiary owns no material assets other than the Capital Stock of such Unrestricted

Subsidiary); and

(19)          dispositions

of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in the bankruptcy

or similar proceedings and exclusive factoring or similar arrangements.

“Attributable Debt”

in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the total obligations of the

lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction. For purposes hereof

such present value shall be calculated using a discount rate equal to the rate of interest implicit in such Sale and Leaseback Transaction,

determined by lessee in good faith on a basis consistent with comparable determinations of Capitalized Lease Obligations under GAAP;

provided, however, that if such Sale and Leaseback Transaction results in a Capitalized Lease Obligation, the amount of

Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligations.”

“Average Life”

means at any date of determination with respect to any debt security, the quotient obtained by dividing:

(1)            the

sum of the products of:

(x) the number

of years from such date of determination to the dates of each successive scheduled principal payment of such debt security, and

(y) the amount

of such principal payment; by

(2)            the

sum of all such principal payments.

“Bankruptcy Law”

means Title 11 of the United States Code, as amended, or any insolvency or other similar federal or state law for the relief of debtors.

“Board of Directors”

means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.

“Board Resolution”

means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have

been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and

delivered to the Trustee.

“Business Day”

means a day other than a Saturday, Sunday or any other day on which banking institutions in New York City or the location of the Corporate

Trust Office of the Trustee are authorized or required by law, regulation or executive order to close.

“Capital Markets

Indebtedness” means Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a

public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance

with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of

such debt securities to registration thereof with the SEC or (c) a private placement of securities to institutional investors; provided

that notwithstanding the foregoing, the term “Capital Markets Indebtedness” does not include any Indebtedness under commercial

bank facilities, Indebtedness Incurred in connection with a Sale and Leaseback Transaction, Indebtedness Incurred in the ordinary

course of business of the issuer, Capitalized Lease Obligations, recourse transfer of any financial asset, obligations secured by a single

property or any other type of Indebtedness Incurred in a manner not customarily viewed as a “securities offering.”

“Capital Stock”

means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting

or non-voting), including partnership or limited liability company interests, whether general or limited, in the equity of such Person,

whether outstanding on the Issue Date or issued thereafter, including all Common Stock and Preferred Stock; provided, for the

avoidance of doubt, that any debt security convertible into or exchangeable for such shares, interests or participations, shall not be

treated as Capital Stock.

“Capitalized Lease”

means, as applied to any Person, any lease of any property, whether real, personal or mixed, of which the discounted present value of

the rental obligations of such Person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such

Person.

“Capitalized Lease

Obligations” means, at the time any determination is to be made, the amount of the liability in respect of a Capitalized Lease

that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Change of Control”

means the occurrence of one or more of the following events:

(1)            any

sale, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of

Parent and its Subsidiaries taken as a whole to any “person” or “group” (as such terms are defined in Sections

13(d) and l4(d)(2) of the Exchange Act), together with any Affiliates thereof (whether or not otherwise in compliance with

the provisions of this Indenture) other than (a) Parent or a Subsidiary of Parent or (b) in any such transaction where the

Voting Stock of Parent outstanding immediately prior to such transaction constitutes or is converted or exchanged for a majority of shares

of the Voting Stock of such surviving or transferee Person; provided, however, that for the avoidance of doubt, the lease

of all or substantially all of the assets of Parent and its Subsidiaries taken as a whole shall not constitute a Change of Control;

(2)            a

“person” or “group” (as such terms are defined in Sections 13(d) and l4(d)(2) of the Exchange Act),

other than Parent or any Subsidiary of Parent, becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under

the Exchange Act) of more than 50% of the total voting power of the Voting Stock of Opco or any of its direct or indirect parent companies

on a fully diluted basis; or

(3)            the

approval by the holders of Capital Stock of an Issuer of any plan or proposal for the liquidation or dissolution of Parent or an Issuer

(whether or not otherwise in compliance with the provisions of this Indenture).

“Change of Control

Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Common Stock”

means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting

or non-voting) that have no preference on liquidation or with respect to distributions over any other class of Capital Stock, including

partnership interests, whether general or limited, of such Person’s equity, whether outstanding on the Issue Date or issued thereafter,

including all series and classes of common stock.

“Common Units”

means any common units of Opco.

“Consolidated EBITDA”

means, for any period, the aggregate net income (or loss) attributable to Parent and the Restricted Subsidiaries for such period determined

on a consolidated basis in conformity with GAAP, increased by, to the extent such amount was deducted in calculating such net income

(without duplication):

(1)            net

income from discontinued operations;

(2)            provision

for income taxes;

(3)            loss

from unconsolidated entities;

(4)            interest

expense, net (other than interest income on the bonds referenced in the definition of Opry Assets);

(5)            depreciation

and amortization;

(6)            preopening

costs;

(7)            non-cash

ground lease expense;

(8)            equity-based

compensation expense;

(9)            impairment

charges;

(10)          closing

costs of completed acquisition;

(11)          any

(gain) or loss, together with any related provision for taxes on such (gain) or loss, realized in connection with: (a) any disposition

of assets by Parent or any Restricted Subsidiary outside the ordinary course of business; or (b) the disposition of any securities

by Parent or any Restricted Subsidiary or the extinguishment of any Indebtedness of Parent or a Restricted Subsidiary;

(12)          pension

settlement charges; and

(13)          all

other non-cash expenses (including, but not limited to, the non-cash portion of (a) non-cash write-offs of goodwill, intangibles

and long-lived assets, (b) ground rents expense, but excluding any other such non-cash expense to the extent that it represents

an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period,

and (c) non-cash equity-based compensation).

“Consolidated Interest

Expense” means, for any period, the aggregate amount of interest expense, less the aggregate amount of interest income for

such period, in respect of Indebtedness of Parent and the Restricted Subsidiaries during such period, all as determined on a consolidated

basis in conformity with GAAP including (without duplication):

(1)            the

interest portion of any deferred payment obligations;

(2)            all

commissions, discounts and other fees and expenses owed with respect to letters of credit and bankers’ acceptance financing;

(3)            the

net cash costs associated with Interest Rate Agreements and Indebtedness that is Guaranteed or secured by assets of Parent or any Restricted

Subsidiary; and

(4)            all

but the principal component of rentals in respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be accrued

by Parent and the Restricted Subsidiaries;

excluding, to the extent included in interest

expense above, (i) accretion of accrual of discounted liabilities not constituting Indebtedness, (ii) any expense resulting

from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition,

(iii) amortization of debt discount, amortization of deferred financing charges, debt issuance costs, commissions, fees and expenses,

(iv) any expensing of bridge, commitment or other financing fees and (v) non-cash costs associated with Interest Rate Agreements

or attributable to mark-to-market valuation of derivative instruments pursuant to GAAP.

“Construction Indebtedness”

means, with respect to any Person, any Indebtedness Incurred to finance the cost of design, development, construction and opening of

new or redeveloped assets that will be used or useful in a Permitted Business, including the cost of acquisition of related property,

plant or equipment, to be owned by such Person or any of its Restricted Subsidiaries and which is designated by such Person as “Construction

Indebtedness.”

“Corporate Trust

Office” for administration of this Indenture means the corporate trust office of the Trustee, 111 Fillmore Ave E, Saint-Paul,

MN 55107, Attention: Corporate Trust Services, Ryman Administrator, or such other office, designated by the Trustee by written notice

to the Issuers, at which at any particular time its corporate trust business shall be administered.

“Credit Agreement”

means the Credit Agreement, dated as of May 18, 2023, as modified pursuant to (i) that certain Letter Agreement, dated as of

July 28, 2023, (ii) that certain Incremental Tranche B Term Loan Agreement, dated as of April 12, 2024, (iii) that

certain Second Incremental Tranche B Term Loan Agreement, dated as of December 19, 2024, and (iv) that certain Amendment No. 1

to Credit Agreement, dated as of January 28, 2026, by and among Opco and the Restricted Subsidiaries now or hereafter party thereto

as borrowers or guarantors, Parent, as guarantor, the lenders party thereto in their capacities as lenders thereunder and Wells Fargo

Bank, National Association, as administrative agent, together with the related documents thereto (including any guarantee agreements

and security documents), including the Revolving Credit Facility and the Term Loan B.

“Credit Facility”

means one or more credit or debt facilities (including any credit or debt facilities provided under the Credit Agreement), financings,

commercial paper facilities, note purchase agreements or other debt instruments, indentures or agreements, providing for revolving credit

loans, term loans, swing line loans, notes, securities, letters of credit, swaps, treasury management agreements or other debt obligations,

in each case, as amended, restated, modified, renewed, refunded, restructured, supplemented, replaced or refinanced in whole or in part

from time to time, including any amendment increasing the amount of Indebtedness Incurred or available to be borrowed thereunder, extending

the maturity of any Indebtedness Incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties

thereto (whether or not such added or substituted parties are banks or other lenders or investors).

“Default”

means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Derivative Instrument”

with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which

such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment

in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or

cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the notes and/or the

creditworthiness of either Issuer and/or any one or more of the Guarantors (the “Performance References”).

“Depository”

means The Depository Trust Company, New York, New York, or a successor thereto registered under the Exchange Act or other applicable

statute or regulation.

“Designated Non-Cash

Consideration” means the fair market value of non-cash consideration received by an Issuer or any of its Restricted Subsidiaries

in connection with an Asset Sale (other than Replacement Assets and Indebtedness described in the proviso in Section 4.11(a)(ii) of

this Indenture) that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth

the basis of such valuation, executed by the principal financial officer of Parent, less the amount of cash or Temporary Cash Investments

received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Disqualified Stock”

means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1)            required

to be redeemed on or prior to the date that is 91 days after the Stated Maturity of the Notes;

(2)            redeemable

at the option of the holder of such class or series of Capital Stock, at any time on or prior to the date that is 91 days after the Stated

Maturity of the Notes (other than into shares of Capital Stock that is not Disqualified Stock); or

(3)            convertible

into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity on

or prior to the date that is 91 days after the Stated Maturity of the Notes;

provided,

however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof

the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change

of control” occurring prior to the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale”

or “change of control” provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock

than the provisions contained in Sections 4.07 and 4.11 and such Capital Stock specifically provides that such Person shall not repurchase

or redeem any such stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.09. Disqualified

Stock shall not include (i) Capital Stock that is issued to any plan for the benefit of employees of Parent or its Subsidiaries

or by any such plan to such employees solely because it may be required to be repurchased by Parent or its Subsidiaries in order to satisfy

applicable statutory or regulatory obligations and (ii) Capital Stock issued to any future, present or former employee, director,

officer or consultant of Parent, an Issuer (or any of their respective direct or indirect parents or Subsidiaries) that is redeemable

or subject to repurchase pursuant to any management equity subscription agreement, stock option agreement, stock ownership plan, put

agreement, stockholder agreement or similar agreement that may be in effect from time to time. Disqualified Stock shall not include Common

Units.

“Equity Offering”

means a public or private offering of Capital Stock (other than Disqualified Stock) of Opco or Parent (other than Disqualified Stock).

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“fair market value”

means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to

sell and an informed and willing buyer under no compulsion to buy. For purposes of determining compliance with Article IV of this

Indenture, any determination that the fair market value of assets other than cash or Temporary Cash Investments is equal to or greater

than $15,000,000 will be as determined in good faith by the Board of Directors of Parent, whose determination shall be conclusive if

evidenced by a Board Resolution, and otherwise by the principal financial officer of Parent acting in good faith, each of whose determination

will be conclusive.

“Fitch”

means Fitch, Inc. and its successors.

“Four Quarter Period”

means, for purposes of calculating the Interest Coverage Ratio with respect to any Transaction Date, the then most recent four fiscal

quarters prior to such Transaction Date for which reports have been filed with the SEC or provided to the Trustee pursuant to Section 4.15.

“Funds From Operations”

for any period means the consolidated net income attributable to Parent and the Restricted Subsidiaries for such period determined in

conformity with GAAP, excluding REIT conversion costs and plus depreciation and amortization (excluding amortization of deferred financing

costs and debt discounts) and impairment losses.

“GAAP”

means generally accepted accounting principles in the United States of America as in effect as of the Issue Date (without giving effect

to SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities”), including those set forth in

the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements

and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant

segment of the accounting profession. Except as otherwise specifically provided in this Indenture, all ratios and computations contained

or referred to in this Indenture shall be computed in conformity with GAAP applied on a consistent basis.

If there occurs subsequent

to the Issue Date a change in generally accepted accounting principles and such change would cause a change in the method of calculation

of any term or measure used in any covenant in this Indenture (an “Accounting Change”) then the Issuers may elect,

as evidenced by a written notice of the Issuers to the Trustee, that such term or measure shall be calculated as if such Accounting Change

had not occurred.

“Grande

Lakes Acquisition” means the acquisition of the JW Marriott Orlando Grande Lakes Resort and the Ritz Carlton Orlando,

Grande Lakes located in Orlando, Florida from GLO Hotel Owner LLC for an aggregate purchase price of approximately $1.38 billion.

“Guarantee”

means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect,

in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in

respect thereof, of all or any part of any Indebtedness or other obligations.

“Guarantor”

means Parent and each Subsidiary Guarantor.

“Guaranty”

means a Guarantee by a Guarantor of the payment of the Notes by such Guarantor.

“Holder”

means any registered holder on the books of the Registrar, from time to time, of the Notes.

“Incur”

means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to,

or become responsible for, the payment of, contingently or otherwise, such Indebtedness, including an “Incurrence” of Acquired

Indebtedness; provided, however, that (1) the committed but undrawn portion of any Construction Indebtedness available

to any Person will be deemed to be Incurred by such Person at the time of such commitment, will not be deemed to be Incurred upon being

subsequently drawn, and will be deemed to be no longer Incurred to the extent such commitment terminates or is withdrawn without being

subsequently drawn and (2) neither the accrual of interest, the payment of interest on any Indebtedness in the form of additional

Indebtedness with the same terms, nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness.

“Indebtedness”

means, with respect to any Person at any date of determination (without duplication):

(1)            all

indebtedness of such Person for borrowed money;

(2)            all

obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)            the

face amount of letters of credit or other similar instruments (excluding obligations with respect to letters of credit (including trade

letters of credit) securing obligations (other than obligations described in (1) or (2) above or (5), (6) or (7) below)

entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon,

to the extent such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement);

(4)            all

unconditional obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price

is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion

of such services, except trade payables;

(5)            all

Capitalized Lease Obligations and Attributable Debt;

(6)            all

Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;

provided, however, that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset

at that date of determination and (B) the amount of such Indebtedness;

(7)            all

Indebtedness of other Persons Guaranteed by such Person (excluding Permitted Non-Recourse Guarantees) to the extent such Indebtedness

is Guaranteed by such Person; and

(8)            to

the extent not otherwise included in this definition or the definition of Consolidated Interest Expense, obligations under Interest Rate

Agreements.

The amount of Indebtedness of any Person at any

date shall be the outstanding balance at such date of all unconditional obligations of the type described above and, with respect to

obligations under any Guarantee, the maximum liability upon the occurrence of the contingency giving rise to the obligation; provided,

however, that:

(1)            the

amount outstanding at any time of any Indebtedness issued with original issue discount shall be deemed to be the face amount with respect

to such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at the date of determination

in conformity with GAAP;

(2)            Indebtedness

shall not include any liability for foreign, federal, state, local or other taxes;

(3)            Indebtedness

shall not include any obligations in respect of indemnification, adjustment of purchase price or similar obligations, or from Guarantees

or letters of credit, surety bonds or performance bonds, in each case securing any such obligations of the Issuers or any of the Restricted

Subsidiaries, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees

of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose

of financing such acquisition) in a principal amount not in excess of the gross proceeds including non-cash proceeds (the fair market

value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually

received by the Issuers and the Restricted Subsidiaries on a consolidated basis in connection with such disposition;

(4)            Indebtedness

shall not include contingent obligations under performance bonds, performance guarantees, surety bonds, appeal bonds or similar obligations

Incurred in the ordinary course of business and consistent with past practices; and

(5)            Indebtedness

shall not include the committed but undrawn portion of any Construction Indebtedness of such Person.

“Indenture”

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

“interest”

means, unless the context otherwise requires, with respect to the Notes, interest on the Notes.

“Interest Coverage

Ratio” means, on any Transaction Date, the ratio of:

(x) the aggregate

amount of Consolidated EBITDA for the then applicable Four Quarter Period to

(y) the aggregate

Consolidated Interest Expense during such Four Quarter Period.

In making the foregoing calculation

(and without duplication),

(1)            pro

forma effect shall be given to any Indebtedness Incurred or repaid during the period (“Reference Period”) commencing

on the first day of the Four Quarter Period and ending on the Transaction Date (other than Indebtedness Incurred or repaid under a revolving

credit or similar arrangement), in each case as if such Indebtedness had been Incurred or repaid on the first day of such Reference Period;

(2)            Consolidated

Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and

bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest

Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter,

at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period;

(3)            pro

forma effect shall be given to Asset Dispositions, Asset Acquisitions and Permitted Mortgage Investments (including giving pro forma

effect to the application of proceeds of any Asset Disposition and any Indebtedness Incurred or repaid in connection with any such Asset

Acquisitions or Asset Dispositions (including any Indebtedness Incurred or repaid under a revolving credit or similar arrangement)) that

occur during such Reference Period or subsequent to the end of the related Four Quarter Period as if they had occurred and such proceeds

had been applied on the first day of such Reference Period and after giving effect to Pro Forma Cost Savings;

(4)            pro

forma effect shall be given to Asset Dispositions and Asset Acquisitions (including giving pro forma effect to (i) the application

of proceeds of any Asset Disposition and any Indebtedness Incurred or repaid in connection with any such Asset Acquisitions or Asset

Dispositions, (ii) expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act and (iii) Pro

Forma Cost Savings) that have been made by any Person that is or has become a Restricted Subsidiary or has been merged with or into an

Issuer or any of its Restricted Subsidiaries during such Reference Period or subsequent to the end of the related Four Quarter Period

and that would have constituted Asset Dispositions or Asset Acquisitions during such Reference Period or subsequent to the end of the

related Four Quarter Period had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions

or asset acquisitions were Asset Dispositions or Asset Acquisitions and had occurred on the first day of such Reference Period;

(5)            the

Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded, but

only to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the specified Person

or any of its Restricted Subsidiaries following the Transaction Date; and

(6)            Consolidated

Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and

bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any interest

rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months

or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period. Interest

on Indebtedness that may optionally be determined at an interest rate based on a factor of a prime or similar rate, a Eurocurrency interbank

offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if not, then based upon such operational

rate chosen as the Issuers may designate. Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis

shall be computed based on the average daily balance of such Indebtedness during the applicable period except as set forth in clause

(1) of this definition. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined

by a responsible financial or accounting officer of the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation

in accordance with GAAP;

provided,

however, that to the extent that clause (3) or (4) of this paragraph requires that pro forma effect be given to an Asset

Acquisition, Asset Disposition, Permitted Mortgage Investment, asset acquisition or asset disposition, as the case may be, such pro forma

calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or

line of business, or one or more properties, of the Person that is acquired or disposed of to the extent that such financial information

is available or otherwise a reasonable estimate thereof is available.

“Interest Payment

Date” means the applicable Interest Payment Date specified in the Notes.

“Interest Rate Agreement”

means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement,

interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar

agreement or arrangement with respect to interest rates.

“Investment”

in any other Person means any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar

arrangement, but excluding advances to customers and distributors and trade credit made in the ordinary course of business that are,

in conformity with GAAP, recorded as accounts receivable on the consolidated balance sheet of Parent and the Restricted Subsidiaries

and commission, travel and similar advances to employees, directors, officers, managers and consultants in each case made in the ordinary

course of business) or capital contribution to (by means of any transfer of cash or other property (tangible or intangible) to others

or any payment for property or services solely for the account or use of others, or otherwise), or any purchase or acquisition of Capital

Stock, bonds, notes, debentures or other similar instruments issued by, such Person and shall include:

(1)            the

designation of a Restricted Subsidiary as an Unrestricted Subsidiary; and

(2)            the

fair market value of the Capital Stock (or any other Investment), held by Parent or any of the Restricted Subsidiaries of (or in) any

Person that has ceased to be a Restricted Subsidiary;

provided,

however, that the fair market value of the Investment remaining in any Person shall be deemed not to exceed the aggregate amount

of Investments previously made in such Person valued at the time such Investments were made, less the net reduction of such Investments.

For purposes of the definition of “Unrestricted Subsidiary” and Section 4.09:

(i)             “Investment”

shall include the fair market value of the assets (net of liabilities (other than liabilities to Parent or any of the Restricted Subsidiaries))

of any Restricted Subsidiary at the time such Restricted Subsidiary is designated an Unrestricted Subsidiary;

(ii)            the

fair market value of the assets (net of liabilities (other than liabilities to Parent or any of the Restricted Subsidiaries)) of any

Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary shall be considered a reduction

in outstanding Investments; and

(iii)           any

property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.

“Investment Grade

Status” means, with respect to the Issuers, when the Notes have ratings from at least two Rating Agencies of (1) “Baa3”

or higher from Moody’s, (2) “BBB–” or higher from S&P and (3) “BBB–” or higher

from Fitch, in each case published by the applicable agency. The Notes will be deemed to have ceased to be rated as investment grade

by a Rating Agency during any period in which such Rating Agency is not providing a rating for the Notes.

“Issue Date”

means August 25, 2026.

“Lien”

means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such

asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention

agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or

agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Limited Condition

Transaction” means any acquisition or Investment, including by way of merger, amalgamation or consolidation, by an Issuer or

any other Restricted Subsidiary whose consummation is not conditioned upon the availability of, or on obtaining, third-party financing.

“Long Derivative

Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations

under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases,

and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Moody’s”

means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds”

means, (1) with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or Temporary Cash Investments, including

payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof)

when received in the form of cash or Temporary Cash Investments (except to the extent such obligations are financed or sold with recourse

to Parent or any of the Restricted Subsidiaries) and proceeds from the conversion or sale of other property received when converted to

or sold for cash or cash equivalents, net of brokerage and sales commissions and other fees and expenses (including fees and expenses

of counsel, accountants and investment bankers) related to such Asset Sale and (2) with respect to any issuance or sale of Capital

Stock, the proceeds of such issuance in the form of cash or Temporary Cash Investments, including payments in respect of deferred payment

obligations (to the extent corresponding to the principal but not interest, component thereof) when received in the form of cash or Temporary

Cash Investments (except to the extent such obligations are financed or sold with recourse to Parent or any of its Restricted Subsidiaries)

and proceeds from the conversion of other property received when converted to cash or Temporary Cash Investments, net of attorneys’

fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant

and other fees actually incurred in connection with such issuance or sale and net of tax paid or payable as a result thereof.

“Net Short”

means, with respect to a holder of the Notes or beneficial owner, as of a date of determination, either (i) the value of its Short

Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments

as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy

Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions)

to have occurred with respect to an Issuer or any Guarantor immediately prior to such date of determination.

“Non-U.S. Person”

has the meaning assigned to such term in Regulation S.

“Notes”

means the Issuers’ 6.250% Senior Notes due 2035 issued in accordance with Section 2.02 (whether issued on the Issue Date,

issued as Additional Notes, or otherwise issued after the Issue Date) treated as a single class of securities under this Indenture.

“Obligations”

means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation

governing any Indebtedness.

“Offering”

means the sale of the Initial Notes as described in the Offering Memorandum.

“Offering Memorandum”

means the final Offering Memorandum dated August 11, 2026, pursuant to which the Notes issued on the Issue Date were offered to

investors.

“Officer”

means any of the following with respect to any Person: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief

Financial Officer, Chief Accounting Officer, Chief Operating Officer, the President, any Vice President (whether or not designated by

a number or numbers or word or words added before or after the title “Vice President”), the Treasurer, any Assistant Treasurer,

the Controller, the General Counsel or the Secretary or any Assistant Secretary of such Person.

“Officer’s

Certificate” means a certificate signed by an Officer of Parent or each of the Issuers, as applicable.

“Opinion of Counsel”

means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of, or counsel

to the Issuers, or a Guarantor.

“Opry Assets”

means the then existing tangible and intangible assets described as the Grand Ole Opry, the Ryman Auditorium, the General Jackson Showboat,

the Gaylord Springs Golf Links, the Wildhorse Saloon, WSM-AM, Ole Red and Parent’s equity investment in Circle Media, LLC (f/k/a

New Country Ventures, LLC) in Part I of Parent’s annual report on Form 10-K for the year ended December 31, 2019,

as filed with the Securities and Exchange Commission, and subsequent filings, together with (a) the taxable special obligation bonds

of Prince George’s County, Maryland issued in 2005 in connection with the National Harbor convention center project, with an initial

principal amount of $95,000,000, (b) the taxable subordinate special obligation bonds of Prince George’s County, Maryland

issued in 2008 in connection with the National Harbor convention center project, with an initial principal amount of $50,000,000, (c) any

assets of Parent or Subsidiaries reflected in the “Entertainment” segment of Parent’s business from time to time in

filings with the Securities and Exchange Commission and (d) other assets of Parent or any Subsidiaries with an aggregate book value

of up to $200,000,000 that Parent’s Board of Directors may designate as part of the Opry Assets (after netting any debt assumed);

provided that assets designated as Opry Assets will not include the seven hotels owned as of February 17, 2021 by the Guarantors

or other Subsidiaries.

“Outstanding Senior

Notes” means the Issuers’ outstanding (i) 7.250% Senior Notes due 2028, (ii) 4.500% Senior Notes due 2029,

(iii) 6.500% Senior Notes due 2032, (iv) 6.500% Senior Notes due 2033 and (v) 5.750% Senior Notes due 2034.

“Pari Passu Indebtedness”

means any Indebtedness of an Issuer or any Subsidiary Guarantor that ranks pari passu in right of payment with the Notes or the Subsidiary

Guaranty thereof by such Subsidiary Guarantor, as applicable.

“Performance References”

has the meaning assigned to such term in the definition of “Derivative Instrument.”

“Permitted Business”

means any business activity (including Permitted Mortgage Investments) in which Parent and Restricted Subsidiaries are engaged in on

the Issue Date, any business activity related to properties customarily constituting assets of a REIT owning assets in the hospitality

or entertainment industries, or any business reasonably related, ancillary, incidental or complementary thereto, or reasonable expansions

or extensions thereof.

“Permitted Government

Revenue Bond Indebtedness” means revenue bonds issued by a state or local government or an agency, authority or other instrumentality

thereof, the proceeds of which are used to finance or refinance the acquisition, construction, equipping or improvement of facilities

or property used in a Permitted Business, and any deferred lease obligation of Parent or any of its Restricted Subsidiaries relating

thereto; provided, that (a) such revenue bonds are non-recourse to Parent and any of its Restricted Subsidiaries (unless

and to the extent Parent or a Restricted Subsidiary is the holder of such bonds) and (b) the principal of, interest on or costs

relating to such revenue bonds are payable solely from (i) proceeds of such bonds, (ii) all or an incremental portion of sales,

use, lodgers’, property and other generally applicable taxes (not including income taxes), whether generated by or levied on such

facilities or property or the activities and business conducted thereon or upon property located in a broader area, (iii) reserve

funds created with proceeds of such bonds or with revenues described in (ii), (iv) a general or “moral obligation” pledge

of a state or local government or agency, authority or other instrumentality thereof, or (v) if Parent or a Restricted Subsidiary

is the holder of such bonds, payments made by Parent or a Restricted Subsidiary.

“Permitted Investment”

means:

(1)            (a) an

Investment in Parent or any of the Restricted Subsidiaries or (b) a Person that will, upon the making of such Investment, become

a Restricted Subsidiary or be merged or consolidated with or into or transfer or convey all or substantially all its assets to, Parent

or any of the Restricted Subsidiaries and, in each case, any Investment held by such Person; provided that such Investment was

not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(2)            investments

in cash and Temporary Cash Investments;

(3)            Investments

made by Parent or the Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance

with Section 4.11 or from any other disposition or transfer of assets not constituting an Asset Sale;

(4)            Investments

represented by Guarantees that are otherwise permitted under this Indenture;

(5)            payroll,

travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance

with GAAP;

(6)            Investments

received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business;

(7)            any

Investment acquired solely in exchange for Capital Stock (other than Disqualified Stock) of Parent or Opco, which Parent or Opco did

not receive in exchange for a cash payment, Indebtedness or Disqualified Stock, but excluding any new cash Investments made thereafter;

(8)            obligations

under Interest Rate Agreements otherwise permitted under this Indenture;

(9)            Permitted

Mortgage Investments;

(10)          any

transaction that constitutes an Investment to the extent permitted and made in accordance with Section 4.12(b) (except

transactions pursuant to Sections 4.12(b)(i), (iv), (v), (viii), (ix) and (xii));

(11)          any

Investment in any Subsidiary or joint venture in which Parent or any of the Restricted Subsidiaries owns Capital Stock (including options,

warrants or other rights to acquire such shares of Capital Stock) in connection with intercompany cash management arrangements or related

activities in the ordinary course of business;

(12)          any

Investment consisting of prepaid expenses, negotiable instruments held for collection and lease, endorsements for deposit or collection

in the ordinary course of business, utility or workers’ compensation, performance and similar deposits entered into as a result

of the operations of the business in the ordinary course of business;

(13)          pledges

or deposits by a Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or deposits in connection

with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits as

security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(14)          any

Investment acquired by Parent or any of the Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable

or rents receivable held by Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization

or recapitalization of an issuer of such other Investment or accounts receivable or rents receivable or (b) as a result of a foreclosure

by Parent or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any

secured Investment in default;

(15)          any

Investment consisting of a loan or advance to officers, directors or employees of Parent or any of the Restricted Subsidiaries (a) in

connection with the purchase by such Persons of Capital Stock of Parent or (b) for additional purposes made in the ordinary course

of business, in the aggregate under this clause (15) not to exceed $5,000,000 at any one time outstanding;

(16)          any

Investment made in connection with the funding of contributions under any nonqualified employee retirement plan or similar employee compensation

plan in an amount not to exceed the amount of compensation expenses recognized by Parent and any of the Restricted Subsidiaries in connection

with such plans;

(17)          any

Investment existing on the Issue Date or made pursuant to a binding commitment in each case in effect on the Issue Date or an Investment

consisting of any extension, modification, replacement or renewal of any such Investment or binding commitment existing on the Issue

Date;

(18)          additional

Investments not to exceed the greater of (x) $360,000,000 and (y) 4.0% of Adjusted Total Assets at any time outstanding;

(19)          Investments

in Unrestricted Subsidiaries and joint ventures in an aggregate amount, taken together with all other Investments made in reliance on

this clause not to exceed the greater of (x) $360,000,000 and (y) 4.0% of Adjusted Total Assets (net of, with respect to the

Investment in any particular Person, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment,

redemption, liquidating distribution or other cash realization (not included in Consolidated EBITDA), not to exceed the amount of Investments

in such Person made after the Issue Date in reliance on this clause);

(20)          Entering

into Permitted Non-Recourse Guarantees (it being understood that any payments or other transfers made pursuant to such Permitted Non-Recourse

Guarantees will not be permitted by this clause (20));

(21)          Investments

in account receivables, trade credit, and advances to customers in the ordinary course of business; and

(22)          Investments

in bonds, notes, loans or other Investments acquired solely as a means of implementing government tax or economic incentive programs

relating to property or assets used in, and/or permitted public costs in connection with, a Permitted Business, and that shall be repaid

from tax revenues.

“Permitted Liens”

means:

(1)            Liens

on any assets (including real or personal property) of Parent and any Restricted Subsidiary securing Indebtedness and other Obligations

(A) under any Credit Facility that were permitted to be Incurred under Section 4.08(d)(i) or (B) permitted

to be Incurred under both Sections 4.08(b) and 4.08(c);

(2)            Liens

in favor of the Issuers or the Guarantors;

(3)            Liens

on property of a Person existing at the time such Person is merged with or into or consolidated with Parent or any Restricted Subsidiary

or becomes a Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger, consolidation

or acquisition and do not extend to any assets other than those of the Person merged into, consolidated with Parent or such Restricted

Subsidiary or acquired by Parent or such Restricted Subsidiary;

(4)            Liens

on property existing at the time of acquisition of the property by Parent or any Restricted Subsidiary, provided that such Liens

were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired

by Parent or such Restricted Subsidiary;

(5)            Liens

to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred

in the ordinary course of business;

(6)            Liens

to secure Indebtedness (including Capitalized Lease Obligations) Incurred under Sections 4.08(d)(xv) or 4.08(d)(xxi) covering

only the assets acquired with such Indebtedness (or refinancings thereof) and directly related assets, including proceeds and replacements

thereof;

(7)            Liens

existing on the Issue Date and Liens relating to any refinancing of the obligations secured by such Liens; provided, that such

Liens do not encumber any property other than the property (including proceeds) subject thereto on the Issue Date;

(8)            Liens

for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate

proceedings promptly instituted and diligently concluded; provided, that, any reserve or other appropriate provision as is required

in conformity with GAAP has been made therefor;

(9)            Liens

securing Permitted Refinancing Indebtedness constituting Secured Indebtedness; provided that any such Lien does not extend to

or cover any property, Capital Stock or Indebtedness other than the property, shares or debt securing the Indebtedness so refunded, refinanced

or extended;

(10)          Attachment

or judgment Liens not giving rise to a Default or an Event of Default;

(11)          Liens

on the Capital Stock of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries;

(12)          Liens

incurred with respect to obligations that do not exceed $55,000,000 at any one time outstanding and Liens to secure Indebtedness incurred

under Section 4.08(d)(xx);

(13)          pledges

or deposits under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection

with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which Parent or any Restricted Subsidiary is

a party, or deposits to secure public or statutory obligations of Parent or any Restricted Subsidiary or deposits or cash or government

securities to secure surety or appeal bonds to which Parent or any Restricted Subsidiary is a party, or deposits as security for contested

taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;

(14)          Liens

imposed by law, including carriers’, warehousemen’s, materialman’s and mechanics’ Liens, in each case for sums

not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings if a reserve or other appropriate

provision, if any, as shall be required by GAAP (or deposits made pursuant to applicable law or bonds obtained from reputable insurance

companies) shall have been made in respect thereof;

(15)          survey

exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph

and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or liens incidental

to the conduct of the business of Parent or a Restricted Subsidiary or to the ownership of its properties that do not in the aggregate

materially adversely affect the value of said properties or materially impair their use in the operation of the business of Parent or

such Restricted Subsidiary;

(16)            leases

and subleases of real property that do not materially interfere with the ordinary conduct of the business of Parent or any of the Restricted

Subsidiaries;

(17)            normal

customary rights of setoff, revocation, refund or chargeback with respect to money or instruments upon deposits of cash in favor of collecting

or payor banks or other depository institutions;

(18)            any

interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense (other than property

that is the subject of a Sale and Leaseback Transaction);

(19)            Liens

of cash or Temporary Cash Investments securing Interest Rate Agreements;

(20)            Liens,

deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases,

or other similar obligations arising in the ordinary course of business;

(21)            Liens

on property or assets used to defease Indebtedness that was not incurred in violation of this Indenture;

(22)            Liens

arising from precautionary uniform commercial code financing statements regarding operating leases and consignments;

(23)            Liens

related to Permitted Government Revenue Bond Indebtedness and the implementation of related or similar governmental tax or economic incentive

programs;

(24)            Liens

upon, and defects of title to, property, including any attachment of property or other legal process prior to adjudication of a dispute

on the merits if either (1) no amounts are due and payable and no Lien has been filed or agreed to, or (2) the validity or

amount thereof is being contested in good faith by lawful proceedings, reserve or other provision required by GAAP has been made, and

levy and execution thereon have been (and continue to be) stayed or payment thereof is covered in full (subject to the customary deductible)

by insurance;

(25)            any

extension, renewal or replacement, in whole or in part of any Lien described in clauses (3), (4), (6) and (7) of this definition

of “Permitted Liens”; provided that any such extension, renewal or replacement is no more restrictive in any material

respect, taken as a whole, than any Lien so extended, renewed or replaced and does not extend to any additional property or assets;

(26)            Liens

under licensing agreements for use of intellectual property entered into in the ordinary course of business and consistent with past

practice, including, without limitation, the licensing of any intellectual property that Parent or any of its Subsidiaries determine

to no longer utilize;

(27)            Liens

Incurred in the ordinary course of business not securing Indebtedness and that do not, individually or in the aggregate, detract from

the value of property or assets of Parent or any of its Restricted Subsidiaries in any manner material to Parent and its Restricted Subsidiaries

taken as a whole;

(28)            Liens

on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such

assets;

(29)            Liens

solely on any cash earnest money deposits made by Parent or a Restricted Subsidiary in connection with any letter of intent or purchase

agreement;

(30)            Liens

securing Interest Rate Agreements permitted under Section 4.08(d)(iii);

(31)            Liens

arising out of conditional sale, title retention, consignment or similar arrangements with vendors for the sale or purchase of goods

entered into by Parent or a Restricted Subsidiary in the ordinary course of business;

(32)            any

encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement

pursuant to any joint venture or similar agreement; and

(33)            Liens

created by or resulting from any litigation or legal proceeding involving Parent or a Restricted Subsidiary in the ordinary course of

its business which is currently being contested in good faith by appropriate proceedings; provided that adequate reserves have

been set aside by Parent or the relevant Restricted Subsidiary with respect thereto, and such Liens are discharged or stayed within 60

days of creation and no material property is subject to a material risk of loss or forfeiture.

“Permitted Mortgage

Investment” means any Investment in secured notes, mortgage, deeds of trust, collateralized mortgage obligations, commercial

mortgage-backed securities, other secured debt securities, secured debt derivative or other secured debt instruments, so long as such

investment relates directly or indirectly to real property that constitutes or is used as a hotel, resort or other property customarily

constituting an asset of a REIT specializing in properties relating to the hospitality and entertainment industries.

“Permitted

Non-Recourse Guarantees” means customary indemnities or limited contingent guarantees (including by means of separate

indemnification agreements or carve-out guarantees) provided in the ordinary course of business by Parent or any of the Restricted Subsidiaries

to finance the acquisition of real property that are directly or indirectly secured by only such real property (and any accessions, improvements

and fixtures thereto) or by a pledge of the Capital Stock, and options, warrants or other rights to acquire such shares of Capital Stock,

of a joint venture (so long as such joint venture is not a Restricted Subsidiary) or Unrestricted Subsidiary that owns such real property

and is the borrower in such financing, and that may be full recourse or non-recourse to such joint venture or Unrestricted Subsidiary,

but is non-recourse to Parent or any Restricted Subsidiary except for such indemnities and limited contingent guarantees as are consistent

with customary industry practice (such as environmental indemnities and recourse triggers based on violation of transfer restrictions).

“Permitted Refinancing

Indebtedness” means any Indebtedness of Parent or any of the Restricted Subsidiaries issued in exchange for, or the net proceeds

of which are used to extend, refinance, renew, replace, defease, discharge or refund other Indebtedness of Parent or any of the Restricted

Subsidiaries (other than intercompany Indebtedness); provided that:

(1)            the

principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or

accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased, discharged or refunded (plus

all accrued interest thereon and the amount of any fees and expenses, including premiums, incurred in connection therewith);

(2)            such

Permitted Refinancing Indebtedness has:

(a)            a

final maturity date later than the earlier of (x) the final maturity date of the Indebtedness being extended, refinanced, renewed,

replaced, defeased, discharged or refunded or (y) the date that is 91 days after the maturity of the Notes, and

(b)            an

Average Life equal to or greater than the lesser of (x) the Average Life of the Indebtedness being extended, refinanced, renewed,

replaced, defeased, discharged or refunded or (y) the date that is 91 days more than the Average Life of the Notes;

(3)            if

the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded is contractually subordinated in right

of payment to the Notes or any Guaranty, such Permitted Refinancing Indebtedness is contractually subordinated in right of payment to

the Notes on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being

extended, refinanced, renewed, replaced, defeased, discharged or refunded;

(4)            if

the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded is pari passu in right of payment with

the Notes or any Guaranty thereof, such Permitted Refinancing Indebtedness is pari passu in right of payment with, or subordinated in

right of payment to, the Notes or such Guaranty; and

(5)            such

Indebtedness is Incurred either by Parent, an Issuer, any Subsidiary Guarantor or the Restricted Subsidiary who is the obligor on the

Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded;

provided that

clause (2) of this definition shall not apply to (x) any extension, refinancing, renewal, replacement, defeasance, discharge

or refunding of any Indebtedness Incurred pursuant to Section 4.08(d)(xv) or (y) an aggregate amount of Indebtedness

not to exceed $50,000,000 at any time outstanding that otherwise qualifies as “Permitted Refinancing Indebtedness.”

“Person”

means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated

organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock”

means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting

or non-voting) that have a preference on liquidation or with respect to distributions over any other class of Capital Stock, including

preferred partnership interests, whether general or limited, or such Person’s preferred or preference stock, whether outstanding

on the Issue Date or issued thereafter, including all series and classes of such preferred or preference stock.

“principal”

means, with respect to the Notes, the principal of and premium, if any, on the Notes.

“Private Placement

Legend” means the legends initially set forth on the Notes in the form set forth in Exhibit B.

“Pro Forma Cost

Savings” means, with respect to any period, the reductions in costs (including such reductions resulting from employee terminations,

facilities consolidations and closings, standardization of employee benefits and compensation policies, consolidation of property, casualty

and other insurance coverage and policies, standardization of sales and distribution methods, reductions in taxes other than income taxes)

that occurred during such period that are (1) directly attributable to an Asset Acquisition or (2) implemented and that are

factually supportable and reasonably quantifiable by the underlying records of such business, as if, in the case of each of clauses (1) and

(2), all such reductions in costs had been effected as of the beginning of such period, decreased by any incremental expenses incurred

or to be incurred during such period in order to achieve such reduction in costs, all such costs to be determined in good faith by the

chief financial officer of Parent.

“Qualified Institutional

Buyer” or “QIB” shall have the meaning specified in Rule 144A under the Securities Act.

“Rating Agencies”

means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes

or fails to make a rating of the Notes publicly available for reasons outside of an Issuer’s control, a “nationally recognized

statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act, selected by the Issuers

as a replacement agency for Moody’s, S&P or Fitch, or any of them, as the case may be.

“Rating Decline

Period” means the 60-day period (which 60-day period shall be extended as long as the credit rating on the Notes is under publicly

announced consideration for a possible downgrade by any of the Rating Agencies) after the earliest of (a) the occurrence of a Change

of Control, (b) the first public notice of the occurrence of such Change of Control and (c) the first public notice of an Issuer’s

intention to effect such Change of Control.

“Rating Event”

means, with respect to any Change of Control, (a) the credit rating on the Notes is lowered by one or more gradations (including

gradations within ratings categories as well as between categories but excluding, for the avoidance of doubt, changes in ratings outlook)

as compared to the rating of the Notes on the Issue Date by each of the Rating Agencies during the Rating Decline Period relating to

such Change of Control and each such Rating Agency shall have put forth a public statement to the effect that such downgrade is attributable

in whole or in part to such Change of Control and (b) immediately after giving effect to the reduction in the credit rating on the

Notes by the Rating Agencies as described in clause (a), the Notes do not have an Investment Grade Status from any of the Rating Agencies.

“Real Estate Assets”

of a Person means, as of any date, the real estate assets of such Person and its Restricted Subsidiaries on such date, on a consolidated

basis determined in accordance with GAAP.

“Record Date”

means the applicable Record Date specified in the Notes.

“Redemption Date”

when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes.

“Redemption Price”

when used with respect to any Note to be redeemed, means the price fixed for such redemption, payable in immediately available funds,

pursuant to this Indenture and the Notes.

“Regulation S”

means Regulation S under the Securities Act.

“REIT”

means real estate investment trust.

“REIT conversion

costs” means any REIT conversion costs included in Parent’s consolidated statements of operations, prepared in accordance

with GAAP, for the applicable period.

“Replacement Assets”

means (1) tangible non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets

of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date

of acquisition thereof a Restricted Subsidiary (including the merger of such a Person into a Restricted Subsidiary of Parent).

“Responsible Officer”

means, when used with respect to the Trustee, any officer in the Corporate Trust Office of the Trustee who customarily performs functions

similar to those performed by the Persons who at the time shall have direct responsibility for the administration of this Indenture or

any other officer of such Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity

with the particular subject.

“Restricted Security”

means a Note that constitutes a “Restricted Security” within the meaning of Rule 144(a)(3) under the Securities

Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with

respect to whether any Note constitutes a Restricted Security.

“Restricted Subsidiary”

means, with respect to a Person, any Subsidiary of such Person other than an Unrestricted Subsidiary. Unless the context otherwise requires,

Restricted Subsidiaries refer to Restricted Subsidiaries of Parent, including, without limitation, the Issuers.

“Revolving Credit

Facility” means the $850,000,000 senior secured revolving credit facility due January 28, 2030, governed by the terms

of the Credit Agreement.

“Rule 144A”

means Rule 144A under the Securities Act.

“S&P”

means Standard & Poor’s Ratings Services and its successors.

“Sale and Leaseback

Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for

the leasing to Parent or any Restricted Subsidiary of any property, whether owned by Parent or any such Restricted Subsidiary at the

Issue Date or later acquired and held for more than 60 days, which has been or is to be sold or transferred by Parent or any such Restricted

Subsidiary to such Person or any other Person from whom funds have been or are to be advanced by such Person on the security of such

property.

“Screened Affiliate”

means any Affiliate of a holder of the Notes (i) that makes investment decisions independently from such holder and any other Affiliate

of such holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such holder

and any other Affiliate of such holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect

to Parent or its Subsidiaries, (iii) whose investment policies are not directed by such holder or any other Affiliate of such holder

that is acting in concert with such holder in connection with its investment in the Notes, and (iv) whose investment decisions are

not influenced by the investment decisions of such holder or any other Affiliate of such holder that is acting in concert with such holders

in connection with its investment in the Notes.

“SEC”

means the U.S. Securities and Exchange Commission.

“Secured Indebtedness”

means any Indebtedness secured by a Lien upon the property of Parent or any Restricted Subsidiaries.

“Securities Act”

means the U.S. Securities Act of 1933, as amended, or any successor statute or statutes thereto.

“Short Derivative

Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations

under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases,

and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant Subsidiary”

with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a “significant subsidiary”

set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act, as such regulation is in effect on the Issue Date.

“Stated Maturity”

means:

(1)            with

respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal

of such debt security is due and payable; and

(2)            with

respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the

fixed date on which such installment is due and payable,

provided

that Stated Maturity shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior

to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness”

means Indebtedness that by the terms of such Indebtedness is subordinated in right of payment to the principal of and interest and premium,

if any, on the Notes or any Guaranty.

“Subsidiary”

means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of

the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person and the

accounts of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if

such statements were prepared as of such date.

“Subsidiary Guarantors”

means (i) each Restricted Subsidiary of the Issuers on the Issue Date that Guarantees the Credit Agreement and (ii) each other

Person that is required to become a Guarantor by the terms of this Indenture after the Issue Date, in each case, until such Person is

released from its Subsidiary Guaranty.

“Subsidiary Guaranty”

means a Guaranty by a Subsidiary Guarantor.

“Supplemental Indenture”

means a Supplemental Indenture, to be entered into substantially in the form attached hereto as Exhibit E.

“Temporary Cash

Investment” means any of the following:

(1)            United

States dollars;

(2)            direct

obligations of the United States of America or any agency thereof or obligations fully and unconditionally guaranteed by the United States

of America or any agency thereof;

(3)            time

deposit accounts, term deposit accounts, time deposits, bankers’ acceptances, certificates of deposit, Eurodollar time deposits

and money market deposits maturing within twelve months or less of the date of acquisition thereof issued by (A) a bank or trust

company that is organized under the laws of the United States of America, any state thereof, and which bank or trust company has capital,

surplus and undivided profits aggregating in excess of $250,000,000 and has outstanding debt that is rated “A” (or such similar

equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under

the Securities Act) or (B) any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(4)            repurchase

obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above

entered into with a bank meeting the qualifications described in clause (3) above;

(5)            commercial

paper, maturing not more than six months after the date of acquisition, issued by a corporation (other than an Affiliate of Parent) organized

and in existence under the laws of the United States of America, any state of the United States of America with a rating at the time

as of which any investment therein is made of “P-2” (or higher) according to Moody’s, “A-2” (or higher)

according to S&P or “F-2” (or higher) according to Fitch;

(6)            securities

with maturities of twelve months or less from the date of acquisition issued or fully and unconditionally guaranteed by any state, commonwealth

or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A”

by S&P, Moody’s or Fitch;

(7)            securities

with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank

satisfying the requirements of clause (3)(A) of this definition;

(8)            any

fund investing substantially all of its assets in investments that constitute Temporary Cash Investments of the kinds described in clauses

(1) through (7) of this definition; and

(9)            money

market funds that (A) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended,

(B) are rated AAA by S&P and Aaa by Moody’s and (C) have portfolio assets of at least $5,000,000,000.

“Term

Loan B” means the $288,388,000 term loan due May 18, 2030, governed by the terms of the Credit Agreement.

“Total Assets”

means, for any Person as of any date, the sum of (a) Undepreciated Real Estate Assets plus (b) the book value of all assets

(excluding Real Estate Assets and intangibles) of such Person and its Restricted Subsidiaries as of such date of determination on a consolidated

basis determined in accordance with GAAP.

“Transaction Date”

means, with respect to the Incurrence of any Indebtedness by Parent or any of the Restricted Subsidiaries, the date such Indebtedness

is to be Incurred and, with respect to any Restricted Payment, the date such Restricted Payment is to be made.

“Treasury Rate”

means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant

maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) (“Statistical Release”)

that has become publicly available at least two Business Days prior to the redemption date or, in the case of a satisfaction, discharge

or defeasance, at least two Business Days prior to the deposit of funds with the Trustee to pay and discharge the entire Indebtedness

of the Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly

equal to the period from the redemption date to August 15, 2029; provided, however, that if the period from the redemption

date to August 15, 2029, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted

to a constant maturity of one year will be used.

“Trust Indenture

Act” means the Trust Indenture Act of 1939, as amended.

“Trustee”

means the party named as such in the Preamble of this Indenture until a successor replaces it in accordance with the provisions of this

Indenture and thereafter means such successor.

“Undepreciated Real

Estate Assets” means, as of any date, the cost (being the original cost to Parent or the Restricted Subsidiaries plus capital

improvements) of real estate assets of the Issuers and the Subsidiaries on such date, before depreciation and amortization of such real

estate assets, determined on a consolidated basis in conformity with GAAP. Notwithstanding the foregoing sentence, the cost of any real

estate assets consisting of a hotel and related or complimentary facilities (“Hotel Facilities”) shall be deemed to

be the greater of (i) the amount determined in accordance with the preceding sentence with respect to such Hotel Facilities and

(ii) the fair market value of such Hotel Facilities, as determined pursuant to an appraisal (the “Appraisal”)

by an independent qualified real estate appraisal firm or a nationally recognized investment banking, appraisal or accounting firm and

set forth in an Officer’s Certificate of Parent delivered to the Trustee no earlier than six months preceding the date of determination

of Undepreciated Real Estate Assets. The Appraisal set forth in the Officer’s Certificate must be dated within two years of the

date of such Officer’s Certificate.

“Unrestricted Subsidiary”

means

(1)            any

Subsidiary of the Issuers that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors

of Parent in the manner provided below;

(2)            OEG

Attractions Holdings, LLC, and each Subsidiary of OEG Attractions Holdings, LLC; and

(3)            any

Subsidiary of an Unrestricted Subsidiary.

Except during a Suspension

Period, the Board of Directors of Parent may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary

of the Issuers) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property

of, Parent or any of its Restricted Subsidiaries; provided, however, that:

(i)             any

Guarantee by Parent or any of its Restricted Subsidiaries of any Indebtedness of the Subsidiary being so designated shall be deemed an

“Incurrence” of such Indebtedness and an “Investment” by Parent or such Restricted Subsidiary (or all,

if applicable) at the time of such designation;

(ii)            either

(i) the Subsidiary to be so designated has total assets of $1,000 or less or (ii) if such Subsidiary has assets greater than

$1,000, such designation would be permitted under Section 4.09; and

(iii)            if

applicable, the Incurrence of Indebtedness and the Investment referred to in clause (i) above would be permitted under Section 4.09

and Section 4.08.

The Board of Directors

of Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that:

(x) no Default

or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation; and

(y) all Indebtedness

of such Unrestricted Subsidiary outstanding immediately after such designation would, if Incurred at such time, have been permitted to

be Incurred (and shall be deemed to have been Incurred) for all purposes of this Indenture.

Any such designation by the

Board of Directors of Parent shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving

effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government

Obligations” means direct obligations of, obligations guaranteed by, or participations in pools consisting solely of obligations

of or obligations guaranteed by, the United States of America for the payment of which obligations or guarantee the full faith and credit

of the United States of America is pledged and that are not callable or redeemable at the option of the issuer thereof.

“U.S. Legal Tender”

means such coin or currency of the United States of America that at the time of payment shall be legal tender for the payment of public

and private debts.

“U.S.A. Patriot

Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism

Act of 2001, Pub. L. 107-56, as amended and signed into law October 26, 2001.

“Voting Stock”

means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors,

managers or other voting members of the governing body of such Person.

“Wholly Owned”

means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other

than any director’s qualifying shares or Investments by individuals mandated by applicable law) by such Person or one or more Wholly

Owned Subsidiaries of such Person.

Section 1.02      Other

Definitions.

Term

Defined in Section

“144A Global Notes”

2.01

“Acceptable Commitment”

4.11(c)

“Additional Notes”

2.02

“Asset Sale Offer”

4.11(d)

“Authentication Order”

2.02

“Change of Control Offer”

4.07(a)

“Change of Control Payment”

4.07(b)

“Change of Control Payment Date”

4.07(b)

“Covenant Defeasance”

8.02(c)

“Event of Default”

6.01

“Excess Proceeds”

4.11(c)

“Finco”

Preamble

“Global Notes”

2.01

“Initial Global Notes”

2.01

“Initial Notes”

2.02

“Issuer” or “Issuers”

Preamble

“Legal Defeasance”

8.02(b)

“Opco”

Preamble

“Parent”

Preamble

“Participants”

2.14(a)

“Paying Agent”

2.03

“Physical Notes”

2.01

“purchase”

4.09(a)(3)

“Refunding Capital Stock”

4.09(b)(4)

“Registrar”

2.03

“Regulation S Global Notes”

2.01

“Restricted Payments”

4.09(a)(4)

“Reversion Date”

4.16

“Special Mandatory Redemption Date”

3.08(a)

“Special Mandatory Redemption End Date”

3.08(a)

“Special Mandatory Redemption Event”

3.08(a)

“Special Mandatory Redemption Price”

3.08(a)

“Suspended Covenant”

4.16

“Suspension Period”

4.16

Section 1.03      Incorporation

by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, such provision is

incorporated by reference in, and made a part of, this Indenture. The following Trust Indenture Act terms used in this Indenture have

the following meanings:

“indenture securities” means

the Notes.

“obligor” on the indenture

securities means the Issuers, any Guarantor or any other obligor on the Notes.

All other Trust Indenture Act terms used in this

Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC

rule and not otherwise defined herein have the meanings assigned to them therein.

Section 1.04      Rules of

Construction. Unless the context otherwise requires:

(a)            a

term has the meaning assigned to it;

(b)            an

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

is not exclusive;

(d)            words

in the singular include the plural, and words in the plural include the singular;

(e)            “herein,”

“hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or

other subdivision;

(f)             the

words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”;

(g)            unsecured

Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

(h)            secured

Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it has a junior priority

with respect to the same collateral;

(i)             the

principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be

shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

(j)             the

amount of any preferred stock that does not have a fixed redemption, repayment or repurchase price shall be the maximum liquidation value

of such Preferred Stock;

(k)            all

references to the date the Notes were originally issued shall refer to the Issue Date, except as otherwise specified;

(l)             references

to the Issuers mean either the Issuers or the applicable Issuer, as the context requires, and references to an Issuer mean either such

Issuer or the Issuers, as the context requires; and

(m)           whenever

in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Notes.

Section 1.05      Certain

Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness is incurred, assumed

or issued or any Lien is incurred or assumed in reliance on a ratio basket based on the Interest Coverage Ratio or Section 4.08(a) or

Section 4.08(b), such ratio(s) shall be calculated with respect to such incurrence, assumption, issuance or other transaction

without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Interest Coverage Ratio

or Section 4.08(a) or Section 4.08(b)) on the same date.

Article II

THE

NOTES

Section 2.01      Form and

Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A

hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers shall approve

the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the

date of its authentication. Each Note shall have an executed Guaranty from each of the Guarantors existing on the date of authentication

of such Note endorsed thereon substantially in the form of Exhibit D.

The terms and provisions

contained in the Notes and each Guaranty shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent

applicable, the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms

and provisions and to be bound thereby.

Notes offered and sold in

reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially

in the form set forth in Exhibit A (the “144A Global Notes”), deposited with the Trustee, as custodian

for the Depository, duly executed by the Issuers (and having an executed Guaranty from each of the Guarantors endorsed thereon) and authenticated

by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B.

Notes offered and sold in

offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered

form, substantially in the form of Exhibit A (the “Regulation S Global Notes” and, together with the 144A

Global Notes, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed

by the Issuers (and having an executed Guaranty from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter

provided and shall bear the legends set forth in Exhibit B.

Notes issued after the Issue

Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A,

deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guaranty from each

of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable

law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes.

The aggregate principal amount

of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for

the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.15 may

be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A

and bearing the applicable legends, if any (the “Physical Notes”).

Additional Notes ranking

pari passu with the Initial Notes (as defined in Section 2.02) may be created and issued from time to time by the Issuers

without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have

the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the

interest accrues) as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to

the Issuers’ compliance with Section 4.08. The Initial Notes and any Additional Notes subsequently issued under this

Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers

to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional

Notes are not fungible with the Notes for U.S. Federal income tax purposes the Additional Notes will have a separate CUSIP number, if

applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include

any Additional Notes that are actually issued.

Section 2.02      Execution,

Authentication and Denomination; Additional Notes. One Officer of each of the Issuers (who shall have been duly authorized by all

requisite corporate actions) shall sign the Notes for each Issuer by manual, facsimile, pdf attachment or other electronically transmitted

signature. One Officer of each Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign the Guaranty

for such Guarantor by manual, facsimile, pdf attachment or other electronically transmitted signature.

If an Officer whose signature

is on a Note or Guaranty, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time

the Trustee authenticates the Note, the Note shall nevertheless be valid.

A Note (and each Guaranty

in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication

on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall authenticate

(i) on the Issue Date, Notes for original issue in the aggregate principal amount of $700,000,000 (the “Initial Notes”)

and (ii) additional Notes (the “Additional Notes”) in an unlimited amount (so long as not otherwise prohibited

by the terms of this Indenture, including Section 4.08), in each case upon a written order of the Issuers in the form of

a certificate of an Officer of each Issuer (an “Authentication Order”). Each such Authentication Order shall specify

the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial

Notes or Additional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the

Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this

paragraph, each such Authentication Order from the Issuers shall be accompanied by an Opinion of Counsel of the Issuers in a form reasonably

satisfactory to the Trustee.

All Notes issued under this

Indenture shall be treated as a single class for all purposes under this Indenture. The Additional Notes shall bear any legend required

by applicable law and such other legends as may be required under the terms of this Indenture.

The Trustee may appoint an

authenticating agent reasonably acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating

agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes

authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of the

Issuers.

The Notes shall be issuable

only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Section 2.03      Registrar

and Paying Agent. The Issuers shall maintain or cause to be maintained an office or agency in the United States of America where

(a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes

may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”). The Issuers

may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or

all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission

shall in any manner relieve the Issuers of their obligation to maintain or cause to be maintained an office or agency in the United States

of America, for such purposes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III

and VIII and Sections 4.07 and 4.11, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent.

The Registrar, as an agent of the Issuers, shall keep a register, including ownership, of the Notes and of their transfer and exchange.

The Issuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable

to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional

paying agent. The Issuers initially appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or

a successor has been appointed.

The Issuers shall enter into

an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this

Indenture that relate to such Agent. The Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If

the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Section 2.04      Paying

Agent To Hold Assets in Trust. The Issuers shall require each Paying Agent other than the Trustee or the Issuers or any Subsidiary

of the Issuers to agree in writing that each Paying Agent shall hold in trust for the benefit of Holders or the Trustee all assets held

by the Paying Agent for the payment of principal of, or interest on, the Notes (whether such assets have been distributed to it by the

Issuers or any other obligor on the Notes), and shall notify the Trustee of any Default by the Issuers (or any other obligor on the Notes)

in making any such payment. The Issuers at any time may require a Paying Agent to distribute all assets held by it to the Trustee and

account for any assets disbursed and the Trustee may at any time during the continuance of any payment Default, upon written request

to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed.

Upon distribution to the Trustee of all assets that shall have been delivered by the Issuers to the Paying Agent, the Paying Agent shall

have no further liability for such assets.

Section 2.05      Holder

Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names

and addresses of Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days prior

to each Interest Payment Date and at such other times as the Trustee may request in writing a list, in such form and as of such date

as the Trustee may reasonably require, of the names and addresses of Holders, which list may be conclusively relied upon by the Trustee.

Section 2.06      Transfer

and Exchange. Subject to Sections 2.14 and 2.15, when Notes are presented to the Registrar with a request to register

the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar

shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however,

that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form

satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing.

To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s

request. No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient

to cover any transfer tax or similar governmental charge payable in connection therewith.

Without the prior written

consent of the Issuers, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period

beginning at the opening of business 15 days before the giving of a notice of redemption of Notes and ending at the close of business

on the day of such notice, (ii) selected for redemption in whole or in part pursuant to Article III, except the unredeemed

portion of any Note being redeemed in part and (iii) beginning at the opening of business on any Record Date and ending on the close

of business on the related Interest Payment Date.

Any Holder of a beneficial

interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global

Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) in accordance with

the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry

system.

Section 2.07      Replacement

Notes. If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the Note has been lost, destroyed

or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate, upon receipt of an Authentication Order, a replacement

Note if the Trustee’s and Issuers’ requirements are met. Such Holder shall provide an indemnity bond or other indemnity,

sufficient in the judgment of both the Issuers and the Trustee, to protect the Issuers, the Trustee or any Agent from any loss that any

of them may suffer if a Note is replaced.

Every replacement Note is

an additional obligation of the Issuers and every replacement Guaranty shall constitute an additional obligation of the Guarantor thereof.

The provisions of this Section 2.07

are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of lost,

destroyed or wrongfully taken Notes.

Section 2.08      Outstanding

Notes. Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it,

those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease

to be outstanding because the Issuers, the Guarantors or any of their respective Affiliates hold the Note (subject to the provisions

of Section 2.09).

If a Note is replaced pursuant

to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible

Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. A mutilated Note ceases

to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07.

If the principal amount of

any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption

Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuers or an Affiliate thereof) holds U.S. Legal Tender or U.S.

Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that

date such Notes cease to be outstanding and interest on them ceases to accrue.

Section 2.09      Treasury

Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent,

Notes owned by the Issuers or any of their Affiliates shall be disregarded as required by the Trust Indenture Act, except that, for the

purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a

Responsible Officer of the Trustee, actually knows are so owned shall be disregarded. Notes so owned which have been pledged in good

faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any

such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuers or any obligor upon the Notes or

any Affiliate of the Issuers or of such other obligor.

Section 2.10      Temporary

Notes. Until definitive Notes are ready for delivery, the Issuers may prepare and the Trustee shall authenticate temporary Notes.

Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuers consider appropriate

for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange

for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive

Notes. Notwithstanding the foregoing, so long as the Notes are represented by a Global Note, such Global Note may be in typewritten form.

Section 2.11      Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee

any Notes surrendered to them for transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the

Paying Agent (other than the Issuers or a Subsidiary of the Issuers), and no one else, shall cancel and, at the written direction of

the Issuers, shall dispose of all Notes surrendered for transfer, exchange, payment or cancellation in accordance with its customary

procedures. Subject to Section 2.07, the Issuers may not issue new Notes to replace Notes that they have paid or delivered

to the Trustee for cancellation. If the Issuers or any Guarantor shall acquire any of the Notes, such acquisition shall not operate as

a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for

cancellation pursuant to this Section 2.11.

Section 2.12      Defaulted

Interest. If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest, plus (to the extent

lawful) any interest payable on the defaulted interest, in any lawful manner. The Issuers may pay the defaulted interest to the persons

who are Holders on a subsequent special record date, which date shall be the 15th day next preceding the date fixed by the Issuers for

the payment of defaulted interest or the next succeeding Business Day if such date is not a Business Day. At least 15 days before any

such subsequent special record date, the Issuers shall mail (or otherwise deliver in accordance with the procedures of the Depository)

to each Holder, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount

of defaulted interest, and interest payable on such defaulted interest, if any, to be paid.

Section 2.13      CUSIP

and ISIN Numbers. The Issuers in issuing the Notes may use “CUSIP” or “ISIN” numbers, and if so, the Trustee

shall use the “CUSIP” or “ISIN” numbers in notices of redemption or exchange as a convenience to Holders; provided,

however, that any such notice may state that no representation is made as to the correctness or accuracy of the “CUSIP”

or “ISIN” numbers printed in the notice or on the Notes, and that reliance may be placed only on the other identification

numbers printed on the Notes. The Issuers shall promptly notify the Trustee of any change in the “CUSIP” or “ISIN”

numbers.

Section 2.14      Book-Entry

Provisions for Global Notes.

(a)            The

Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered

to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B as applicable.

Members of, or participants

in, the Depository (“Participants”) shall have no rights under this Indenture with respect to any Global Note held

on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the

Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever.

Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from

giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository

and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b)            Transfers

of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees.

Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and

procedures of the Depository and the provisions of Section 2.15. In addition, Physical Notes shall be transferred to all

beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Issuers that it

is unwilling or unable to act as Depository for any Global Note, the Issuers so notify the Trustee in writing and a successor Depository

is not appointed by the Issuers within 90 days of such notice or (ii) an Event of Default has occurred and is continuing and the

Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance

of a Physical Note in accordance with this Section 2.14(b) the Trustee is required to register such Physical Note in

the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall

bear the applicable legends, if any.

connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph

(b) of this Section 2.14, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books

and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial

interest in the Global Note to be transferred, and the Issuers shall execute, and the Trustee shall authenticate and deliver, one or

more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest

in the Global Note so transferred.

(d)            In

connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.14,

such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuers shall execute, (ii) the

Guarantors shall execute notations of each Guaranty on and (iii) the Trustee shall, upon written instructions from the Issuers,

authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global

Note, an equal aggregate principal amount of Physical Notes of authorized denominations.

(e)            Any

Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or

Legend.

(f)             The

Holder of any Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests

through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Section 2.15      Special

Transfer and Exchange Provisions.

(a)            Transfers

to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security

to a QIB:

(i)             the

Registrar shall register the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if such

transfer is being made by a proposed transferor who has checked the box provided for on the applicable Global Note stating that the sale

has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the

applicable Global Note stating that it is purchasing the Note for its own account or an account with respect to which it exercises sole

investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it

is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as it has requested

pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon

its foregoing representations in order to claim the exemption from registration provided by Rule 144A;

(ii)            if

the proposed transferee is a Participant and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced

by an interest in the 144A Global Notes, upon receipt by the Registrar of the Physical Note and written instructions given in accordance

with the Depository’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its book and

records the date and an increase in the principal amount of the 144A Global Notes in an amount equal to the principal amount of Physical

Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and

(iii)           if

the proposed transferor is a Participant seeking to transfer an interest in the Regulation S Global Notes, upon receipt by the Registrar

of written instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall register

the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Regulation S Global

Notes in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the

144A Global Notes in an amount equal to the principal amount of the Notes to be transferred.

(b)            Transfers

to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person

under Regulation S:

(i)             the

Registrar shall register any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially

in the form of Exhibit C from the proposed transferor and such certifications, legal opinions and other information as the

Trustee or the Issuers may reasonably request; and

(ii)            (a) if

the proposed transferor is a Participant holding a beneficial interest in the 144A Global Notes or the Note to be transferred consists

of Physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in

accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the

date and a decrease in the principal amount of the 144A Global Notes in an amount equal to the principal amount of the beneficial interest

in the 144A Global Notes to be transferred or cancel the Physical Notes to be transferred and (b) if the proposed transferee is

a Participant, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s

procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S

Global Notes in an amount equal to the principal amount of the 144A Global Notes or the Physical Notes, as the case may be, to be transferred.

on Transfer and Exchange of Global Notes. Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred

as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee

of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(d)            Private

Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend unless otherwise required

by applicable law, the Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement

of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) there

is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Issuers and the Trustee to the effect that neither such

legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act

or (ii) such Note has been offered and sold pursuant to an effective registration statement under the Securities Act.

(e)            General.

By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer

of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it shall transfer such Note only as provided

in this Indenture.

The Registrar shall retain

copies of all letters, notices and other written communications received pursuant to Section 2.14 or Section 2.15.

The Issuers shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable

time upon the giving of reasonable written notice to the Registrar.

The Trustee shall have no

obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or

under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants

or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or

evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the

same to determine substantial compliance as to form with the express requirements hereof.

The Trustee shall have no

responsibility for the actions or omissions of the Depository, or the accuracy of the books and records of the Depository.

(f)             Cancellation

and/or Adjustment of Global Note. At such time as all beneficial interests in a particular Global Note have been exchanged for Physical

Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be

returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation,

if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of

a beneficial interest in another Global Note or for Physical Notes, the principal amount of Notes represented by such Global Note shall

be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the

Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery

thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement

shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

Article III

REDEMPTION

Section 3.01      Notices

to Trustee. The Notes may be redeemed, in whole, or from time to time in part, subject to the conditions and at the Redemption Prices

set forth in Section 5 and Section 6 of the form of Note set forth in Exhibit A hereto, which is hereby incorporated

by reference and made a part of this Indenture, together with accrued and unpaid interest to the Redemption Date. If the Issuers elect

to redeem Notes pursuant to Section 5 or Section 6 of the Notes, they shall notify the Trustee in writing of the Redemption

Date, the Redemption Price and the principal amount of Notes to be redeemed. The Issuers shall give notice of redemption to the Trustee

at least 30 days before the Redemption Date (unless a shorter notice shall be agreed to by the Trustee), together with such documentation

and records as shall enable the Trustee to select the Notes to be redeemed.

Section 3.02      Selection

of Notes To Be Redeemed. If less than all of the Notes are to be redeemed at any time pursuant to Section 5 or Section 6

of the Notes, the Trustee shall select Notes for redemption as follows:

(x) in compliance with

the requirements of the principal national securities exchange, if any, on which the Notes are then listed; or

(y) on a pro rata basis,

by lot or by such method as the Trustee shall deem fair and appropriate;

provided,

however, that, in the case of such redemption pursuant to Section 6 of the Notes, the Trustee shall select the Notes on a

pro rata basis to the extent practicable, by lot or such other method as the Trustee in its sole discretion shall deem to be fair and

appropriate, unless another method is required by law or applicable exchange or depositary requirements (subject to the procedures of

the Depository).

No Notes of $2,000 or less shall be redeemed in

part.

Section 3.03      Notice

of Redemption. At least 15 days but not more than 60 days before a Redemption Date, the Issuers shall mail a notice of redemption

by first class mail, postage prepaid, or as otherwise provided in accordance with the procedures of the Depository, to each Holder whose

Notes are to be redeemed at its registered address, except that redemption notices may be mailed (or otherwise provided in accordance

with the procedures of the Depository) 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 VIII hereof. Notices of redemption may

be given prior to the completion of an Equity Offering, and any redemption or notice may, at the Issuers’ discretion, be subject

to the completion of an Equity Offering. At the Issuers’ request, the Trustee shall forward the notice of redemption in the Issuers’

name and at the Issuers’ expense. Each notice for redemption shall identify the Notes (including the CUSIP or ISIN number) to be

redeemed and shall state:

(a)            the

Redemption Date;

(b)            the

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

name and address of the Paying Agent;

(d)            that

Notes called for redemption shall be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest, if any;

(e)            that,

unless the Issuers default in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the

Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender

to the Paying Agent of the Notes redeemed;

(f)             if

fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well

as the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial

redemption;

(g)            the

Section of the Notes or this Indenture, as applicable, pursuant to which the Notes are to be redeemed; and

(h)            if

applicable, any conditions precedent to such redemption and that in the Issuers’ sole discretion, the Redemption Date may be delayed,

on one or more occasions, until such time as any or all such conditions have been satisfied or waived by the Issuers in writing, or that

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.

If the Redemption Price is

not ascertainable at the time of notice, a notice of redemption shall instead include a brief summary of the manner of calculation of

the Redemption Price and a supplemental notice will be given to the Holders (with a copy to the Trustee) upon such Redemption Price becoming

ascertainable.

The notice, if given in a

manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case,

failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part

shall not affect the validity of the proceedings for the redemption of any other Note. Except as otherwise provided in this Article III,

notices of redemption may not be conditional.

At the Issuers’ request,

the Trustee shall give the notice of redemption in the name of the Issuers and at its expense; provided that the Issuers shall

have delivered to the Trustee, at least five Business Days before notice of redemption is required to be given or caused to be given

to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s

Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in

the preceding paragraph. The Trustee shall have no duty to calculate or verify the calculation of any Applicable Premium included in

the Redemption Price stated in any such notice. The Issuers shall provide written notice to the Trustee two Business Days prior to the

Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption has been rescinded or delayed, and

upon receipt, the Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption was given. The

Issuers shall provide written notice to the Trustee prior to the close of business one Business Day prior to the Redemption Date if any

redemption is subject to any conditions, such condition had not been satisfied and the Redemption has been rescinded or delayed, and

upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was

given.

Section 3.04      Effect

of Notice of Redemption. Subject to Section 3.03, once notice of redemption is given in accordance with Section 3.03,

Notes called for redemption become due and payable on the Redemption Date, subject to any applicable conditions precedent set forth in

such notice of redemption, and at the Redemption Price plus accrued interest, if any. Upon surrender to the Trustee or Paying Agent,

such Notes called for redemption shall be paid at the Redemption Price (which shall include accrued interest, if any, up to, but excluding,

the Redemption Date, subject to any applicable conditions precedent), but installments of interest, the maturity of which is on or prior

to the Redemption Date, shall be payable to Holders of record at the close of business on the relevant Record Dates. On and after the

Redemption Date, subject to any applicable conditions precedent, interest shall cease to accrue on Notes or portions thereof called for

redemption and the only right of the Holders of such Notes will be to receive payment of the Redemption Price unless the Issuers shall

have not complied with their obligations pursuant to Section 3.05.

Section 3.05      Deposit

of Redemption Price. On or before 12:00 p.m. New York City time (or such later time as has been agreed to by the Paying Agent)

on the Redemption Date, the Issuers shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Redemption Price plus

accrued and unpaid interest, if any, of all Notes to be redeemed on that date. The Paying Agent shall promptly return to the Issuers

any money deposited with the Paying Agent by the Issuers in excess of the amounts necessary to pay the Redemption Price of, and accrued

and unpaid interest on, if any, all Notes to be redeemed or purchased.

If the Issuers comply with the preceding paragraph,

then, unless the Issuers default in the payment of such Redemption Price plus accrued interest, if any, interest on the Notes to be redeemed

will cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment.

Section 3.06      Notes

Redeemed in Part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the

portion of the principal amount thereof to be redeemed. A new Note or Notes in principal amount equal to the unredeemed portion of the

original Note or Notes shall be issued in the name of the Holder thereof upon surrender and cancellation of the original Note or Notes.

It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of

Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07      Mandatory

Redemption. Except as set forth in Section 3.08, the Issuers will not be required to make any mandatory redemption or sinking

fund payments with respect to the Notes.

Section 3.08      Special

Mandatory Redemption.

(a)            In

the event that (i) the Grande Lakes Acquisition has not been consummated on or prior to February 28, 2027 (the “Special

Mandatory Redemption End Date”) or (ii) the Issuers notify the Trustee, in writing, that (x) the Issuers will not

pursue the completion of the Grande Lakes Acquisition, or (y) the Issuers have determined in their sole discretion that the Grande

Lakes Acquisition cannot or is not reasonably likely to be consummated by the Special Mandatory Redemption End Date (any such event described

in clause (i) or (ii) of this sentence, a “Special Mandatory Redemption Event”), then the Issuers shall

redeem the Notes on the date that is five Business Days following the occurrence of a Special Mandatory Redemption Event (the “Special

Mandatory Redemption Date”) at a price equal to 100% of the issue price of the Notes plus accrued and unpaid interest, if any,

to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”).

(b)            In

the event of a Special Mandatory Redemption Event, the Trustee shall send a notice of special mandatory redemption, prepared by the Issuers,

on behalf of the Issuers to the Holders on the Business Day immediately following the occurrence of the Special Mandatory Redemption

Event.

or before the Business Day immediately prior to the Special Mandatory Redemption Date, the Issuers shall provide, or cause to be provided,

to the Trustee any amounts necessary to fund the redemption of the Notes at the Special Mandatory Redemption Price. On the Special Mandatory

Redemption Date, the Trustee shall cause the redemption of the Notes and the payment to the Holders of the Special Mandatory Redemption

Price.

Article IV

COVENANTS

Section 4.01      Payment

of Notes. The Issuers shall pay the principal of, premium, if any, and interest on the Notes in the manner provided in the Notes

and this Indenture. An installment of principal of, or interest on, the Notes shall be considered paid on the date it is due if the Trustee

or Paying Agent (other than the Issuers or an Affiliate thereof) holds no later than 12:00 p.m. (New York City time) on that date

U.S. Legal Tender designated for and sufficient to pay the installment. Interest on the Notes will be computed on the basis of a 360-day

year comprised of twelve 30-day months.

The Issuers shall pay interest

on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent

lawful, at the same rate per annum borne by the Notes.

Section 4.02      Maintenance

of Office or Agency. The Issuers shall maintain in the United States of America, the office or agency required under Section 2.03

(which may be an office of the Trustee or an affiliate of the Trustee or Registrar). The Issuers shall give prompt written notice to

the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain

any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may

be made at the address of the Corporate Trust Office.

The Issuers may also, from

time to time, designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes

and may from time to time rescind such designations. The Issuers shall give prompt written notice to the Trustee of any such designation

or rescission and of any change in the location of any such other office or agency.

The Issuers hereby initially

designate the Corporate Trust Office of the Trustee, as such office of the Issuers in accordance with Section 2.03.

Section 4.03      Corporate

Existence. Except as otherwise permitted by Article Five, Parent and the Issuers shall do or cause to be done all things necessary

to preserve and keep in full force and effect their corporate, partnership or other existence, as applicable, and the corporate, partnership

or other existence, as applicable, of each of the Restricted Subsidiaries of Parent in accordance with the respective organizational

documents of each such Restricted Subsidiary and the related material rights (charter and statutory) of Parent, the Issuers and each

Restricted Subsidiary of Parent; provided, however, that Parent and the Issuers shall not be required to preserve any such

right or existence with respect to themselves or any Restricted Subsidiary if the Board of Directors of Parent or any Officer of Parent

shall determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of Parent, the Issuers

and their Restricted Subsidiaries, taken as a whole, and that the loss thereof could not reasonably be expected to have a material adverse

effect on the ability of the Issuers to perform their obligations hereunder and provided, further, however, that the foregoing

shall not prohibit a sale, transfer, conveyance, lease or disposal of a Restricted Subsidiary or any of Parent’s or any Restricted

Subsidiary’s assets in compliance with the terms of this Indenture.

Section 4.04      Further

Instruments and Acts. Upon request of the Trustee or as necessary, the Issuers shall execute and deliver such further instruments

and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 4.05      Compliance

Certificate; Notice of Default.

(a)            The

Issuers shall deliver to the Trustee, within 120 days after each December 31, commencing with December 31, 2026, an Officer’s

Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting

officer of the Issuers stating that a review of the activities of Parent and the Restricted Subsidiaries has been made under the supervision

of the signing Officer with a view to determining whether Parent and the Restricted Subsidiaries have kept, observed, performed and fulfilled

their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that, to the best of such

Officer’s knowledge, Parent and the Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed and

fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default

that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what

action, if any, the Issuers are taking or propose to take with respect thereto.

(b)            The

Issuers shall deliver to the Trustee, within 30 days after the Issuers become aware (unless such Default has been cured before the end

of the 30-day period) of the occurrence of any Default, an Officer’s Certificate specifying the Default and what action, if any,

the Issuers are taking or propose to take with respect thereto.

Section 4.06      Waiver

of Stay, Extension or Usury Laws. The Issuers, Parent and each Guarantor covenants (to the extent permitted by applicable law) that

it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension

law or any usury law or other law that would prohibit or forgive such Issuer or such Guarantor from paying all or any portion of the

principal of and/or interest on the Notes or the Guaranty of any such Guarantor as contemplated herein, wherever enacted, now or at any

time hereafter in force, or which may affect the covenants or the performance of this Indenture, and (to the extent permitted by applicable

law) each hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the

execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such

law had been enacted.

Section 4.07      Change

of Control Triggering Event.

(a)            If

a Change of Control Triggering Event occurs, each holder of Notes will have the right to require the Issuers to repurchase some or all

(in principal amounts of $2,000 or an integral multiple of $1,000) of such holder’s Notes pursuant to the offer described below

(the “Change of Control Offer”).

(b)            Any

Change of Control Offer will include a cash offer price of 101% of the principal amount of any Notes repurchased plus accrued and unpaid

interest, if any, up to, but excluding, the date of repurchase (the “Change of Control Payment”). If a Change of Control

Offer is required, within 20 Business Days following a Change of Control, the Issuers will give a notice to each Holder (with a copy

to the Trustee) describing the Change of Control, offering to repurchase Notes on a specified date (the “Change of Control Payment

Date”) and detailing the instructions that a Holder must follow in order to have its Notes purchased. If such notice is given

prior to the occurrence of a Change of Control, the Change of Control Offer shall be conditioned on the occurrence of such Change of

Control. The Change of Control Payment Date will be no earlier than 30 days and no later than 60 days from the date the notice is given.

the Change of Control Payment Date, the Issuers will, to the extent lawful:

(i)             accept

for payment all Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(ii)            deposit

the Change of Control Payment with the paying agent in respect of all Notes so accepted; and

(iii)           deliver

to the Trustee the Notes accepted and an Officer’s Certificate stating the aggregate principal amount of all Notes purchased by

the Issuers.

(d)            The

Paying Agent will promptly mail or otherwise deliver in accordance with the procedures of the Depository to each Holder of Notes properly

tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail, or cause to be transferred

by book entry, to each holder a new Note in principal amount equal to any unpurchased portion of the Notes surrendered.

(e)            The

Issuers will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations

to the extent those laws and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities

laws or securities regulations conflict with the provisions of this Section 4.07, the Issuers will comply with the applicable

securities laws and regulations and will not be deemed to have breached their obligations under the covenant described above by virtue

of that compliance.

(f)            The

Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control

Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change

of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or

if notice of redemption has been given pursuant to Section 5 or 6 of the Notes. Notwithstanding anything to the contrary contained

herein, a Change of Control Offer may be made in advance of a Change of Control, subject to one or more conditions precedent, including,

but not limited to, the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the

time the Change of Control Offer is made.

(g)            Notwithstanding

the foregoing, in connection with any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding

Notes properly tender and do not withdraw such Notes in such Change of Control Offer and the Issuers, or any third party making such

Change of Control Offer in lieu of the Issuers, purchases all of the Notes properly tendered and not withdrawn by such Holders, the Issuers

or such third party will have the right upon not less than 15 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 101% of the principal

amount of the Notes redeemed plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption.

Section 4.08      Limitation

on Indebtedness.

(a)            Parent

shall not and shall not permit any of the Restricted Subsidiaries to Incur any Indebtedness (including Acquired Indebtedness and Construction

Indebtedness) if, immediately after giving effect to the Incurrence of such additional Indebtedness and the receipt and application of

the proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of the Restricted Subsidiaries on a consolidated

basis would be greater than 65.0% of their Adjusted Total Assets.

(b)            Parent

shall not, and shall not permit any of the Restricted Subsidiaries to, Incur any Secured Indebtedness (including Acquired Indebtedness

and Construction Indebtedness) if, immediately after giving effect to the Incurrence of such additional Secured Indebtedness and the

receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Secured Indebtedness of the Restricted

Subsidiaries on a consolidated basis would be greater than 45.0% of their Adjusted Total Assets.

shall not and shall not permit any of the Restricted Subsidiaries to Incur any Indebtedness (including Acquired Indebtedness); provided,

however, that any of the Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness and Construction Indebtedness)

if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest

Coverage Ratio of the Restricted Subsidiaries on a consolidated basis would be at least 2.0 to 1.0; provided that the amount of

Indebtedness (including Acquired Indebtedness) that may be Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors shall

not exceed in the aggregate 8.0% of Adjusted Total Assets of the Restricted Subsidiaries.

(d)            Notwithstanding

paragraph (a), (b) or (c) above, Parent or any of the Restricted Subsidiaries (except as specified below) may Incur each and

all of the following:

(i)             Indebtedness

of Parent or any of the Restricted Subsidiaries outstanding under any Credit Facility at any time in an aggregate principal amount not

to exceed the greater of (x) $2,900,000,000 and (y) 40.0% of Adjusted Total Assets of Parent and the Restricted Subsidiaries;

(ii)            Indebtedness

of Parent or any of the Restricted Subsidiaries owed to:

(1)            the

Issuers evidenced by an unsubordinated promissory note, or

(2)            Parent

or any Restricted Subsidiary;

provided,

however, that any event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary of Parent or any

subsequent transfer of such Indebtedness (other than to Parent or any other Restricted Subsidiary) shall be deemed, in each case, to

constitute an Incurrence of such Indebtedness not permitted by this clause (ii);

(iii)            Indebtedness

of Parent or any of the Restricted Subsidiaries under Interest Rate Agreements; provided that such agreements (x) are designed

primarily to protect Parent or any of the Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest

rates (whether fluctuations of fixed to floating rate interest or floating to fixed rate interest) and (y) do not increase the Indebtedness

of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or

by reason of fees, indemnities and compensation payable thereunder;

(iv)            Indebtedness

of Parent or any of the Restricted Subsidiaries, to the extent the net proceeds thereof are promptly:

(1)            used

to purchase Notes tendered in a Change of Control Offer made as a result of a Change of Control Triggering Event,

(2)            used

to redeem all of the Notes pursuant to Section 5 of the Notes,

(3)            deposited

to defease the Notes as described in Sections 8.02 and 8.03, or

(4)            deposited

to discharge the obligations under the Notes and this Indenture as described in Section 8.01;

(v)            Permitted

Government Revenue Bond Indebtedness;

(vi)           (i) Guarantees

by Parent of Indebtedness of an Issuer or any of the Subsidiary Guarantors; (ii) Guarantees of Indebtedness of Parent or an Issuer

by any of the Subsidiary Guarantors; provided the guarantee of such Indebtedness is permitted by and made in accordance with Section 4.14;

and (iii) Guarantees by a Subsidiary Guarantor of any Indebtedness of any other Subsidiary Guarantor;

(vii)          Indebtedness

outstanding on the Issue Date (other than Indebtedness under the Credit Agreement (other than the Term Loan B) or Indebtedness represented

by the Notes and each Guaranty);

(viii)         Indebtedness

represented by the Notes and each Guaranty issued on the Issue Date;

(ix)           Indebtedness

consisting of obligations to pay insurance premiums Incurred in the ordinary course of business;

(x)            Indebtedness

in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities, and reinvestment

obligations related thereto, entered into in the ordinary course of business;

(xi)            Indebtedness

in respect of workers’ compensation claims, unemployment or other insurance or self-insurance obligations, indemnities, bankers’

acceptances, performance, bid completion, return-of-money, appeal and surety bonds or guarantees and similar types of obligations in

the ordinary course of business;

(xii)          Indebtedness

represented by cash management obligations and other obligations in respect of credit or debit card services, netting services, automatic

clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(xiii)         Indebtedness

supported by a letter of credit procured by Parent or any of the Restricted Subsidiaries in a principal amount not in excess of the stated

amount of such letter of credit and where the underlying Indebtedness would otherwise be permitted;

(xiv)         Permitted

Refinancing Indebtedness Incurred in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness

(other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under the provisions of Sections 4.08(a),

(b) or (c) or clauses (vii), (viii), (xiv), (xv), (xx) or (xxi) of

this Section 4.08(d);

(xv)          Indebtedness

(including Capitalized Lease Obligations) Incurred by Parent or any Restricted Subsidiary within 270 days of the related purchase, lease

or improvement, to finance the purchase, lease or improvement of property (real or personal) or equipment used in the business of Parent

or any Restricted Subsidiary, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in

an aggregate principal amount not to exceed at any one time outstanding the greater of (x) $145,000,000 and (y) 2.0% of Adjusted

Total Assets at any time outstanding; provided, however, that any Permitted Refinancing Indebtedness Incurred under Section 4.08(d)(xiv) in

respect of Indebtedness Incurred pursuant to this Section 4.08(d)(xv) shall be deemed to have been Incurred under this

Section 4.08(d)(xv) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this

clause Section 4.08(d)(xv);

(xvi)         Indebtedness

arising from agreements providing for indemnification, adjustment of purchase price or similar obligations Incurred in connection with

the disposition of any business, assets or Restricted Subsidiary, other than Guarantees of Indebtedness Incurred by any other Person

for the purpose of acquiring or financing the acquisition of any such business, assets or Restricted Subsidiary;

(xvii)        contingent

liabilities in respect of any indemnification, adjustment of purchase price, non-compete, consulting, deferred taxes and similar obligations

of Parent and the Restricted Subsidiaries Incurred in connection with acquisitions;

(xviii)       Indebtedness

in respect of (i) taxes, assessments, governmental charges or levies and (ii) deferred compensation to employees Incurred in

the ordinary course of business;

(xix)          Indebtedness

arising from or in connection with accounts payable for deferred purchase price of property or services in the ordinary course of business

greater than 90 days past the invoice billing date which are being contested in good faith by appropriate proceedings and for which adequate

reserves have been established in conformity with GAAP;

(xx)           additional

Indebtedness of Parent and the Restricted Subsidiaries in aggregate principal amount at any time outstanding not to exceed the greater

of $290,000,000 and 4.0% of Adjusted Total Assets; provided, however, that any Permitted Refinancing Indebtedness Incurred

under clause (xiv) above in respect of such Indebtedness shall be deemed to have been Incurred under this clause (xx) for purposes

of determining the amount of Indebtedness that may at any time be Incurred under this clause (xx); and

(xxi)          Indebtedness

of any Person (1) outstanding on the date of any acquisition of such Person, including through the acquisition of a Person that

becomes a Subsidiary of Parent or is acquired by, or merged or consolidated with or into, the Issuers or any Subsidiary of Parent, or

that is assumed by Parent or any of its Restricted Subsidiaries in connection with any such acquisition (other than Indebtedness Incurred

by such Person in connection with, or in contemplation of, such acquisition, merger or consolidation) or (2) Incurred by Parent

or any of its Subsidiaries to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series

of related transactions in connection with or in contemplation of any acquisition of, any Investments or other securities or assets,

including through the acquisition of a Person that becomes a Subsidiary of Parent or is acquired by, or merged or consolidated with or

into, Parent or any Subsidiary of Parent, provided, however, that immediately after giving effect to the Incurrence of

such Indebtedness pursuant to this clause (xxi) and, if applicable, the repayment, repurchase, defeasance, redemption, refinancing

or other discharge of any other Indebtedness in connection with such acquisition, merger or consolidation and the other pro forma adjustments,

if applicable, set forth in the definition of “Interest Coverage Ratio” on a pro forma basis, either (i) Parent would

have been able to Incur at least $1.00 of additional Indebtedness under each of Sections 4.08(a) and 4.08(c) or

(ii) the Interest Coverage Ratio of Parent would have been greater than or equal to the Interest Coverage Ratio immediately prior

to such transaction;

(e)            Notwithstanding

any other provision of this Section 4.08, the maximum amount of Indebtedness that Parent or any of the Restricted Subsidiaries

may Incur pursuant to this Section 4.08 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness,

due solely to the result of fluctuations in the exchange rates of currencies.

For purposes of determining

compliance with this Section 4.08, in the event that an item of Indebtedness meets the criteria of more than one of the categories

of permitted Indebtedness described in clauses (i) through (xxi) of paragraph (d) above or is entitled to be Incurred

pursuant to paragraphs (a), (b) and (c) above, the Issuers shall, in their sole discretion, be entitled to classify all or

a portion of such item of Indebtedness on the date of its Incurrence and determine the order of such Incurrence (and may later reclassify

such item of Indebtedness) and may divide and classify such Indebtedness in more than one of the types of Indebtedness described. At

any time that Parent or the Restricted Subsidiaries would be entitled to have Incurred any then outstanding Indebtedness under paragraphs

(a), (b) and (c) of this Section 4.08, such Indebtedness shall be automatically reclassified

into Indebtedness Incurred pursuant to those paragraphs. Notwithstanding the foregoing, any Indebtedness Incurred on or prior to the

Issue Date and outstanding under the Credit Agreement on the Issue Date (other than the Term Loan B) shall be deemed to have been Incurred

under clause (i) of paragraph (d) above and may not be reclassified. For the avoidance of doubt, the outstanding principal

amount of any particular Indebtedness shall be counted only once and any obligations arising under any Guarantee, Lien, letter of credit

or similar instrument supporting such Indebtedness shall not be double counted.

For purposes of determining

compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar equivalent principal amount

of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date

such Indebtedness was Incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided,

however, that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing

would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in

effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as

the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus

the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses Incurred

in connection with the issuance of such new Indebtedness. The principal amount of any Indebtedness Incurred to refinance other Indebtedness,

if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable

to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.09      Limitation

on Restricted Payments.

(a)            Parent

shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly:

(i)             declare

or pay any dividend or make any distribution on or with respect to Capital Stock of Parent or any Restricted Subsidiary held by Persons

other than Parent or any of the Restricted Subsidiaries other than (1) dividends or distributions payable solely in shares of its

Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock and (2) pro

rata dividends or other distributions made by a Restricted Subsidiary that is not Wholly Owned to minority stockholders (or owners of

equivalent interests in the event such Subsidiary is not a corporation);

(ii)            purchase,

redeem, retire or otherwise acquire for value any shares of Capital Stock (including options, warrants or other rights to acquire such

shares of Capital Stock) of Opco or any of its direct or indirect parent entities held by any Person (other than a Restricted Subsidiary);

(iii)           make

any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement

for value, or give any irrevocable notice of redemption of Subordinated Indebtedness of the Issuers or any Guarantor, in each case excluding

(1) any intercompany Indebtedness between or among Parent, the Issuers or any of the Subsidiary Guarantors; (2) the payment,

purchase, redemption, defeasance, acquisition or retirement (collectively, a “purchase”) of Subordinated Indebtedness

purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one

year of the date of such payment, purchase, redemption, defeasance, acquisition or retirement; and (3) the giving of an irrevocable

notice of redemption with respect to a transaction described in clauses (iii) or (v) of Section 4.09(b);

(iv)           make

an Investment, other than a Permitted Investment, in any Person, (such payments or any other actions described in clauses (i) through

(iv) of this Section 4.09(a) being collectively “Restricted Payments”) if, at the time of, and

after giving effect to, the proposed Restricted Payment:

(1)            a

Default or Event of Default shall have occurred and be continuing,

(2)            the

Issuers could not Incur at least $1.00 of Indebtedness under each of paragraphs (a) and (c) of Section 4.08, or

(3)            the

aggregate amount of all Restricted Payments (the amount, if other than in cash, to be determined in good faith by the Board of Directors

of Parent, whose determination shall be conclusive and evidenced by a Board Resolution) made after April 14, 2015, shall exceed

the sum of, without duplication:

(A)            95%

of the aggregate amount of the Funds From Operations (or, if the Funds From Operations is a loss, minus 100% of the amount of such loss)

accrued on a cumulative basis during the period (taken as one accounting period) beginning on April 1, 2013 and ending on the last

day of the last fiscal quarter preceding the Transaction Date for which reports have been filed with the SEC or provided to the Trustee

pursuant to Section 4.15, plus

(B)            100%

of the aggregate Net Cash Proceeds received by the Issuers after April 14, 2015, from (x) the issuance and sale of Opco’s

Capital Stock (other than Disqualified Stock) or (y) the issuance and sale of Parent’s Capital Stock (other than Disqualified

Stock) to a Person who is not a Subsidiary of Parent, including from an issuance or sale permitted by this Indenture of Indebtedness

of Parent or any of the Restricted Subsidiaries for cash subsequent to January 1, 2013 upon the conversion of such Indebtedness

into Capital Stock (other than Disqualified Stock) of Opco or Parent, or from the issuance to a Person who is not a Subsidiary of Parent

of any options, warrants or other rights to acquire Capital Stock of Opco or Parent (in each case, exclusive of any Disqualified Stock

or any options, warrants or other rights that are redeemable at the option of the holder for cash or Indebtedness, or are required to

be redeemed, prior to the Stated Maturity of the Notes), plus

amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person after April 14,

2015, resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets,

in each case to Parent or any of the Restricted Subsidiaries or from the Net Cash Proceeds from the sale of any such Investment (except,

in each case, to the extent any such payment or proceeds are included in the calculation of Funds From Operations) or from redesignations

of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”)

not to exceed, in each case, the amount of Investments previously made by Parent and the Restricted Subsidiaries in such Person or Unrestricted

Subsidiary and treated as a Restricted Payment, plus

(D)            the

fair market value of non-cash tangible assets or Capital Stock acquired in exchange for an issuance of Capital Stock (other than Disqualified

Stock or Capital Stock issued in exchange for Capital Stock of the Issuers or Parent utilized pursuant to clauses (iii) or

(iv) of Section 4.09(b)) of Opco or Parent, in each case, subsequent to January 1, 2013 (including upon

conversion or exchange of the Common Units for Capital Stock of Parent, in which case the fair market value shall equal the fair market

value received upon issuance of such Common Units), plus

(E)             without

duplication, in the event Parent or any Restricted Subsidiary makes any Investment in a Person that, as a result of or in connection

with such Investment, becomes a Restricted Subsidiary, an amount not to exceed the amount of Investments previously made by Parent and

the Restricted Subsidiaries in such Person that was treated as a Restricted Payment.

(b)            Notwithstanding

Section 4.09(a), the limitations on Restricted Payments described above shall not apply to the following:

(i)             the

payment of any distribution or other action that the Board of Directors of Parent believes in good faith is necessary to maintain Parent’s

status as a REIT under the Code, including, but not limited to, pro rata dividends or other distributions by Opco to minority unitholders

as a result of a distribution from Opco to Parent for the purpose of funding of any such payment;

(ii)            the

payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration

thereof or the giving of a redemption notice related thereto, as the case may be, if, at said date of declaration or notice, such payment

would comply with the provisions of this Indenture governing the Notes;

(iii)           the

payment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, including premium,

if any, and accrued and unpaid interest, with the proceeds of, or in exchange for, Indebtedness Incurred under Sections 4.08(a),

(b) or (c) or Section 4.08(d)(xiv);

(iv)           (a) the

making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of Opco

or Parent (other than any Disqualified Stock or any Capital Stock sold to Parent or a Restricted Subsidiary or to an employee stock ownership

plan or any trust established by Parent or any of its Subsidiaries) or from substantially concurrent contributions to the equity capital

of Opco (collectively, including any such contributions, “Refunding Capital Stock”) (with any offering within 90 days

deemed as substantially concurrent); and (b) the declaration and payment of accrued dividends on any Capital Stock redeemed, repurchased,

retired, defeased or acquired out of the proceeds of the sale of Refunding Capital Stock within 90 days of such sale; provided

that the amount of any such proceeds or contributions that are utilized for any Restricted Payment pursuant to this clause (iv) shall

be excluded from the amount described in Section 4.09(a)(iv)(3)(B);

(v)            the

payment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness, including premium,

if any, and accrued and unpaid interest with the proceeds of, or in exchange for, an issuance of, shares of Capital Stock of Parent or

Opco (or options, warrants or other rights to acquire such Capital Stock) that occurs within 90 days of such payment, redemption, repurchase,

defeasance or other acquisition or retirement for value; provided that the amount of any such proceeds or contributions that are

utilized for any Restricted Payments pursuant to this clause (v) shall be excluded from the amount described in Section 4.09(a)(iv)(3)(B);

(vi)           the

repurchase, redemption or other acquisition or retirement for value of any shares of Capital Stock (or options, warrants or other rights

to acquire such Capital Stock) of Parent or any Restricted Subsidiary in each case held by any of Parent’s or any Restricted Subsidiaries’

current or former officers, directors, consultants or employees (or any permitted transferees, assigns, estates or heirs of any of the

foregoing); provided, however, the aggregate amount paid by Parent and the Restricted Subsidiaries pursuant to this clause

(vi) shall not exceed $10,000,000 in any calendar year (excluding for purposes of calculating such amount the amount paid for Capital

Stock repurchased, redeemed, acquired or retired with the cash proceeds from the repayment of outstanding loans previously made by Parent

or a Restricted Subsidiary for the purpose of financing the acquisition of such Capital Stock), with unused amounts in any calendar year

being carried over to the next succeeding calendar year; provided further, that such amount in any calendar year may be increased

by an amount not to exceed (A) the Net Cash Proceeds from the sale of Capital Stock (other than Disqualified Stock) of Opco or Parent

to members of management, directors or consultants of Parent or any of the Restricted Subsidiaries that occurs after the Issue Date,

to the extent such proceeds (1) have not otherwise been and are not thereafter applied to the payment of any other Restricted Payment

or (2) are not attributable to loans made by Parent or a Restricted Subsidiary for the purpose of financing the acquisition of such

Capital Stock, plus (B) the cash proceeds of key man life insurance policies received by Parent and the Restricted Subsidiaries

after the Issue Date, less (C) the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of

this clause (vi); provided further, that any amount referred to in clauses (A) and (B) of this clause (vi) not

used in such fiscal year may be carried forward and used in the next succeeding fiscal year;

(vii)          payments

made or expected to be made by Parent or any Restricted Subsidiary, in each case, in respect of withholding or similar taxes payable

upon exercise of options to purchase Capital Stock by any future, present or former employee, director, officer, manager or consultant

(or any permitted transferees, assigns, estates or heirs of any of the foregoing) and any repurchases of Capital Stock deemed to occur

upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants

or required withholding or similar taxes and cashless repurchases of Capital Stock deemed to occur upon exercise of stock options or

warrants if such Capital Stock represent a portion of the exercise price of such options or warrants;

(viii)         the

repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar

to those described under Sections 4.07 and 4.11; provided that all Notes validly tendered by holders of Notes in

connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for

value;

(ix)            the

making of any Restricted Payment in the form of a dividend or any other distribution to the Issuers or any Guarantor on the Capital Stock

of such Person or with respect to any other interest or participation in, or measured by, its profits;

(x)             the

declaration and payment of dividends on Disqualified Stock the issuance of which was permitted under Section 4.08;

(xi)           the

spin-off of Opry Assets to the stockholders of Parent on a pro rata basis (including, without limitation and for the sake of clarity,

the transfer of the Opry Assets to an Unrestricted Subsidiary in connection with a spin-off of such Unrestricted Subsidiary to the stockholders

of Parent on a pro rata basis);

(xii)           payments

or distributions to dissenting holders of Capital Stock of Parent pursuant to applicable law pursuant to or in connection with a consolidation,

merger or transfer of assets that complies with the provisions of this Indenture described below under Section 5.01;

(xiii)          any

Restricted Payment with respect to preferred interests issued to satisfy the “100 shareholders” REIT qualification requirement

under Section 856(a)(5) of the Code;

(xiv)         the

sale, dividend or distribution of the Capital Stock of an Unrestricted Subsidiary (other than Unrestricted Subsidiaries the primary assets

of which are cash and/or cash equivalents);

(xv)          the

payment of cash in lieu of the issuance of fractional shares of Capital Stock upon exercise or conversion of securities exercisable or

convertible into Capital Stock of Parent or Opco; or

(xvi)         additional

Restricted Payments in an aggregate amount not to exceed the greater of (x) $360,000,000 and (y) 5.0% of Adjusted Total Assets;

provided, however,

that, except in the case of clauses (2) and (3), no Default or Event of Default shall have occurred and be continuing or occur as

a direct consequence of the actions or payments set forth therein.

net amount of any Restricted Payment permitted pursuant to Section 4.09(b)(i) and (ii) shall be included

in calculating whether the conditions of Section 4.09(a)(iv)(3) have been met with respect to any subsequent Restricted

Payments. The net amount of any Restricted Payment permitted pursuant to clauses (iii) through (xvi) of the immediately preceding

paragraph shall be excluded in calculating whether the conditions of Section 4.09(a)(iv)(3) have been met with respect

to any subsequent Restricted Payments. The amount of all Restricted Payments (other than cash) shall be the fair market value on the

date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by Parent or such Restricted

Subsidiary, as the case may be, pursuant to the Restricted Payment. In determining whether any Restricted Payment is permitted by this

covenant, Parent and its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among the categories described

in clauses Section 4.09(b)(i) through (xvi) or among such categories and the types of Restricted Payments

described in Section 4.09(a) (including categorization in whole or in part as a Permitted Investment); provided

that, at the time of such allocation, all such Restricted Payments, or allocated portions thereof, would be permitted under the various

provisions of this covenant.

Section 4.10      Liens.

Parent shall not, and shall not permit any of the Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist

or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired,

unless all payments due under this Indenture and the Notes are secured on an equal and ratable or prior basis with the Obligations so

secured until such time as such Obligations are no longer secured by a Lien.

Section 4.11      Limitation

on Asset Sales.

(a)            Parent

shall not, and shall not permit any of the Restricted Subsidiaries to, consummate any Asset Sale, unless:

(i)             the

consideration received by Parent or such Restricted Subsidiary is at least equal to the fair market value of the assets sold or disposed

of; and

(ii)            at

least 75% of the consideration received, calculated on a cumulative basis together with other Asset Sales from the Issue Date, consists

of cash, Temporary Cash Investments or Replacement Assets, or a combination of cash, Temporary Cash Investments or Replacement Assets;

provided, however, with respect to the sale of one or more properties that up to 75% of the consideration may consist of

Indebtedness of the purchaser of such properties so long as such Indebtedness is secured by a first priority Lien on the property or

properties sold.

(b)            For

purposes of this Section 4.11, each of the following shall be deemed to be cash:

(i)             any

liabilities of Parent or the Restricted Subsidiaries (as shown on the most recent consolidated balance sheet of Parent and the Restricted

Subsidiaries other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guaranty) that

are assumed by the transferee of any such assets pursuant to an agreement that releases Parent or any such Restricted Subsidiary from

further liability with respect to such liabilities or that are assumed by contract or operation of law;

(ii)            any

securities, notes or other obligations received by Parent or any such Restricted Subsidiary from such transferee that are converted by

Parent or such Restricted Subsidiary into cash or Temporary Cash Investments within 180 days (to the extent of the cash or Temporary

Cash Investments received in that conversion); and

(iii)           any

Designated Non-Cash Consideration received by Parent or any such Restricted Subsidiary in such Asset Sale having an aggregate fair market

value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at the time

outstanding, not to exceed the greater of (x) $145,000,000 and (y) 2.0% of the Issuers’ Adjusted Total Assets at the

time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration

being measured at the time received and without giving effect to subsequent changes in value.

In addition, any Asset Sale arising from any sale,

transfer or other disposition of an Investment in a joint venture to the extent required by, or made pursuant to, customary buy/sell

arrangements between the joint venture parties set forth in joint venture or similar agreements need not comply with clauses (i) and

(ii) of Section 4.11(a) to the extent the Net Cash Proceeds received in such transaction shall be applied

in accordance with the provisions of this Section 4.11.

365 days after the receipt of any Net Cash Proceeds from an Asset Sale, Parent or any such Restricted Subsidiary may apply such Net Cash

Proceeds:

(i)             to

prepay, repay, redeem or purchase Pari Passu Indebtedness of the Issuers or a Subsidiary Guarantor that is Secured Indebtedness (in each

case other than Indebtedness owed to the Issuers or an Affiliate of the Issuers);

(ii)            to

make an Investment in (provided such Investment is in the form of Capital Stock), or to acquire all or substantially all of the assets

of, a Person engaged in a Permitted Business if such Person is, or will become as a result thereof, a Restricted Subsidiary;

(iii)           to

prepay, repay, redeem or purchase Pari Passu Indebtedness of Parent, an Issuer or of any Subsidiary Guarantor or any Indebtedness of

a Restricted Subsidiary that is not a Subsidiary Guarantor; provided, however, that if Parent, the Issuers or a Subsidiary

Guarantor shall so prepay, repay, redeem or purchase any such Pari Passu Indebtedness, the Issuers shall equally and ratably reduce obligations

under the Notes if the Notes are then prepayable or, if the Notes may not then be prepaid, the Issuers shall make an offer (in accordance

with the procedures set forth below) with the ratable proceeds to all Holders to purchase the Notes at 100% of the principal amount thereof,

plus accrued but unpaid interest, if any, up to the principal amount of Notes that would otherwise be prepaid;

(iv)           to

fund all or a portion of an optional redemption of the Notes pursuant to Section 5 of the Notes;

(v)            to

make a capital expenditure;

(vi)           to

acquire Replacement Assets to be used or that are useful in a Permitted Business; or

(vii)          to

any combination of the foregoing;

provided

that the Issuers shall be deemed to have complied with the provisions described in clauses (ii), (v) and (vi) of this paragraph

if and to the extent that, within 365 days after the Asset Sale that generated the Net Cash Proceeds, Parent or any of the Restricted

Subsidiaries has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Permitted

Business, acquire Replacement Assets or make a capital expenditure in compliance with the provisions described in clauses (ii),

(v) and (vi) of this paragraph (each an “Acceptable Commitment”), and that Acceptable Commitment

(or a replacement commitment should the Acceptable Commitment be subsequently cancelled or terminated for any reason) is thereafter completed

within 180 days after the end of such 365-day period. Pending the final application of any such Net Cash Proceeds, the Issuers may temporarily

reduce the revolving Indebtedness under any Credit Facility or otherwise invest such Net Cash Proceeds in any manner that is not prohibited

by this Indenture. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such

365-day period as set forth in this paragraph (c) and not so applied by the end of such period shall constitute “Excess

Proceeds.”

(d)            When

the aggregate amount of Excess Proceeds exceeds $110,000,000, the Issuers shall make an offer to all holders of the Notes and, if required

by the terms of any Indebtedness that is Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness on a pro rata basis

(an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness

that is in an amount equal to at least $2,000, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount

equal to 100.0% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any, to the

date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an

Asset Sale Offer with respect to Excess Proceeds within 20 Business Days after the date that Excess Proceeds exceed $110,000,000 by delivering

the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuers may satisfy the foregoing obligations

with respect to any Excess Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Excess Proceeds prior to the

expiration of the relevant 365 days or with respect to Excess Proceeds of $110,000,000 or less.

(e)            To

the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than

the Excess Proceeds, Parent and the Restricted Subsidiaries may use any remaining Excess Proceeds for any purpose not prohibited by this

Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the

amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers shall select such Pari Passu Indebtedness to be purchased

on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion

of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero. Parent may

satisfy the foregoing obligation with respect to any Net Cash Proceeds prior to the expiration of the relevant 365-day period (as such

period may be extended in accordance with this Indenture). Nothing in this paragraph shall preclude the Issuers from making an Asset

Sale Offer even if the amount of Excess Proceeds not previously subject to an Asset Sale Offer pursuant to this Section 4.11

covenant totals less than $110,000,000.

(f)             Pending

the final application of any Net Cash Proceeds pursuant to this Section 4.11, the holder of such Net Cash Proceeds may apply

such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under a revolving Indebtedness under any Credit Facility or otherwise

invest such Net Cash Proceeds in any manner not prohibited by this Indenture.

(g)            The

Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder

to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer.

To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will

comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this

Indenture by virtue thereof.

Section 4.12      Limitation

on Transactions with Affiliates.

(a)            Parent

and the Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend

any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder

(or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of Parent or with any Affiliate of Parent or any Restricted

Subsidiary, in each case involving consideration in excess of $22,000,000, except upon terms that are not materially less favorable to

Parent or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a

written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s length transaction with

a Person that is not such a Holder or an Affiliate.

(b)            The

limitation set forth in Section 4.12(a) does not limit, and shall not apply to:

(i)             transactions

(A) approved by a majority of the disinterested directors of the Board of Directors of Parent or (B) for which Parent or any

Restricted Subsidiary delivers to the Trustee a written opinion of an independent qualified real estate appraisal firm or a nationally

recognized investment banking, appraisal or accounting firm stating that the transaction is fair to Parent or such Restricted Subsidiary

from a financial point of view;

(ii)            any

transaction solely between Parent and an Issuer, solely between Parent or an Issuer and any of their respective Restricted Subsidiaries

or solely between Restricted Subsidiaries;

(iii)           the

payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements

on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary;

(iv)           any

Restricted Payment not prohibited by Section 4.09 and Investments constituting Permitted Investments;

(v)            any

contracts, instruments or other agreements or arrangements in each case as in effect on the Issue Date, and any transactions pursuant

thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time

to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially

more disadvantageous to Parent and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in

effect on the Issue Date;

(vi)           any

employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by Parent or any Restricted

Subsidiary with current, former or future officers and employees of Parent or such Restricted Subsidiary and the payment of compensation

to officers and employees of Parent or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee

stock option or similar plans), in each case in the ordinary course of business;

(vii)          loans

and advances to officers and employees of Parent or any Restricted Subsidiary or Guarantees in respect thereof (or cancellation of such

loans, advances or Guarantees), for bona fide business purposes, including for reasonable moving and relocation, entertainment and travel

expenses and similar expenses, made in the ordinary course of business;

(viii)         transactions

with a Person that is an Affiliate of Parent or an Issuer solely because Parent or a Restricted Subsidiary, directly or indirectly, owns

Capital Stock of, or controls such Person;

(ix)            any

transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as

a result of such transaction;

(x)             the

entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder;

(xi)            transactions

with suppliers, joint venture partners, limited liability companies, other entities or purchasers or sellers of goods or services, in

each case in the ordinary course of business and otherwise in compliance with this Indenture, which are fair to Parent and Issuers and

the Restricted Subsidiaries in the reasonable determination of majority of the disinterested, independent directors of the Board of Directors

of Parent, and are on terms that, taken as a whole, are not less favorable to Parent or the relevant Restricted Subsidiary than those

that might reasonably have been obtained at such time from a Person that is not an Affiliate;

(xii)          [Reserved];

(xiii)         the

issuance and sale of Capital Stock (other than Disqualified Stock) of Parent.

Section 4.12(a) and 4.12(b), any transaction or series of related transactions covered by Section 4.12(a) and

not covered by clauses (ii) through (xiii) of Section 4.12(b):

(i)             the

aggregate amount of which exceeds $55,000,000 in value must be approved or determined to be fair in the manner provided for in Section 4.12(b)(i)(A) or

(B); and

(ii)            the

aggregate amount of which exceeds $110,000,000 in value must be determined to be fair in the manner provided for in Section 4.12(b)(i)(B).

Section 4.13      Limitation

on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)            The

Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become

effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to:

(i)             pay

dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an

Issuer or any of its Restricted Subsidiaries;

(ii)            pay

any Indebtedness owed to an Issuer or any of its Restricted Subsidiaries;

(iii)           make

loans or advances to an Issuer or any of its Restricted Subsidiaries; or

(iv)           transfer

its property or assets to an Issuer or any of its Restricted Subsidiaries.

(b)            Section 4.13(a) shall

not restrict any encumbrances or restrictions:

(i)             existing

under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement in effect on the Issue Date as in

effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing,

renewals or replacements of such agreements; provided, however, that in the determination of the Board of Directors of

Parent made in good faith (which determination will be conclusive and binding absent manifest error) the encumbrances and restrictions

in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements

are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement or such other agreements as in effect

on the Issue Date;

(ii)            existing

under, by reason of or with respect to any other Indebtedness of the Restricted Subsidiaries permitted under this Indenture; provided,

however, that the Board of Directors of Parent has determined in good faith (which determination will be conclusive and binding

absent manifest error) that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness

are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in

any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes when due;

(iii)           existing

with respect to any Person or the property or assets of such Person acquired by an Issuer or any of its Restricted Subsidiaries, existing

at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any

Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments,

modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided,

however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements,

refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive,

taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect

on the date of such acquisition as determined by such Person in good faith (which determination will be conclusive and binding absent

manifest error);

(iv)          existing

under, by reason of or with respect to provisions in joint venture, operating or similar agreements;

(v)           existing

under, by reason of or with respect to, this Indenture, the Notes or any Guaranty;

(vi)          existing

under, by reason of or with respect to applicable law, rule, regulation or administrative or court order;

(vii)          Permitted

Liens that limit the right of the debtor to dispose of the assets subject to such Liens;

(viii)         in

the case of Section 4.13(a)(iv):

(1)            that

restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or

contract or similar property or asset,

(2)            existing

by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer

or any of its Restricted Subsidiary not otherwise prohibited by this Indenture,

(3)            existing

under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or

(2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby,

(4)            arising

or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate,

detract from the value of property or assets of Parent or any of its Restricted Subsidiaries in any manner material to Parent and its

Restricted Subsidiaries taken as a whole;

(ix)            with

respect to a Restricted Subsidiary that is a Subsidiary Guarantor that was previously an Unrestricted Subsidiary pursuant to or by reason

of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary;

provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary

and any such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary other

than the assets and property of such Subsidiary;

(x)             with

respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the

Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending

the closing of such sale or other disposition;

(xi)           contained

in any license, permit or other accreditation with a regulatory authority entered into in the ordinary course of business;

(xii)          on

cash or other deposits (1) imposed by persons under contracts entered into in the ordinary course of business or for whose benefit

such cash or deposit exists, (2) or in connection with net worth requirements imposed by customers under contracts entered into

in the ordinary course of business or (3) that arise in connection with Permitted Investments;

(xiii)          contained

in any trading, netting, operating, construction, service, supply, purchase, sale, or other agreement entered into in the ordinary course

of business; provided such agreement restricts the encumbrance of solely the property or assets that are the subject of such agreement,

the payment rights thereunder or the proceeds thereof; and

(xiv)         any

encumbrance or restriction of the type referred to in Section 4.13(a)(i) through (iv) imposed by any extensions,

refinancings, renewals or replacements of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of

this Section 4.13(b); provided, that the encumbrances and restrictions in any such extensions, refinancings renewals

or replacements are no less favorable in any material respect, taken as a whole, to the holders than those encumbrances or restrictions

that are being extended, refinanced, renewed or replaced.

contained in this Section 4.13 shall prevent Parent or any Restricted Subsidiary from restricting the sale or other disposition

of property or assets of Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted

Subsidiaries. For purposes of determining compliance with this Section 4.13, (1) the priority of any Preferred Stock

in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction

on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary

to other Indebtedness Incurred by such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Section 4.14         Future

Guarantees by Restricted Subsidiaries.

(a)          Parent

and the Issuers will cause each Restricted Subsidiary that is not a Guarantor that borrows under or guarantees the Credit Agreement on

the Issue Date, and any domestic Restricted Subsidiary that is not a Guarantor that borrows under or guarantees the Credit Agreement

or any other Capital Markets Indebtedness, including, but not limited to, the Outstanding Senior Notes, thereafter, to, within 30 days

thereof, execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit E to

this Indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and

prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations

under this Indenture.

(b)          Any

Subsidiary Guaranty shall provide by its terms that it shall be automatically and unconditionally released and discharged:

(i)             upon

any sale, exchange or transfer, to any Person that is not a Subsidiary of Parent or an Issuer of Capital Stock held by Parent or the

Restricted Subsidiaries in, or all or substantially all the assets of, such Subsidiary Guarantor (which sale, exchange or transfer is

not prohibited by this Indenture) such that, immediately after giving effect to such transaction, such Subsidiary Guarantor would no

longer constitute a Subsidiary of Parent or an Issuer,

(ii)            in

connection with the merger or consolidation of a Subsidiary Guarantor with (a) Parent, (b) an Issuer or (c) any other

Subsidiary Guarantor (provided that the surviving entity remains or becomes a Subsidiary Guarantor),

(iii)           if

the Issuers properly designate any Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture,

(iv)           upon

the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture,

(v)            upon

a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture, or

(vi)           upon

the release or discharge of the Guaranty or Indebtedness that resulted in the creation of such Subsidiary Guaranty and any other Guaranty

by such Subsidiary of the Credit Agreement and any other Capital Markets Indebtedness, except a discharge or release by or as a result

of payment under such Guaranty.

addition, any Subsidiary Guaranty shall be automatically and unconditionally released and discharged if such Subsidiary ceases to guarantee

obligations under the Credit Agreement or ceases to constitute a co-borrower with respect to the Credit Agreement and all guarantees

with respect to other Capital Markets Indebtedness are released.

Section 4.15         Reports

to Holders.

(a)          Whether

or not Opco is then required to file reports with the SEC, Opco shall file with the SEC all such reports and other information as it

would be required to file with the SEC by Sections 13(a) or 15(d) under the Exchange Act if it was subject thereto; provided,

however, that, if filing such documents by Opco with the SEC is not permitted under the Exchange Act, Opco shall, within 15 days

after the time Opco would be required to file such information with the SEC if it were subject to Section 13 or 15(d) under

the Exchange Act, provide such documents and reports to the Trustee and upon written request supply copies of such documents and reports

to any Holder and shall post such documents and reports on Opco’s or Parent’s public website. Opco shall supply the Trustee

and each Holder or shall supply to the Trustee for forwarding to each such Holder upon such holder’s written request, without cost

to such Holder, copies of such reports and other information provided, that the filing of such reports and other information with

the SEC through EDGAR (or any successor electronic reporting system of the SEC accessible to the public without charge) constitutes delivery

to the Trustee for purposes of this sentence. Delivery of such information, documents and reports to the Trustee is for informational

purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or

determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to

which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee is not obligated to confirm that Opco

has complied with its obligations contained in this Section 4.15 to provide such reports or post such reports and information

on its or its Parent’s public website.

(b)          So

long as Parent is a Guarantor of the Notes, this Indenture will permit Opco to satisfy its obligations under this Section 4.15

with respect to filing, furnishing, providing or posting documents, reports and other information relating to Opco by Parent’s

filing, furnishing, providing or posting, as the case may be, of such documents, reports and other information relating to Parent; provided

that, if then required in Parent’s reports, the same is accompanied by consolidating information that explains in reasonable detail

and in the same manner described in the Offering Memorandum the differences between the information relating to Parent and its consolidated

Subsidiaries on the one hand, and the information relating to Parent, the Issuers and the Subsidiary Guarantors on a standalone basis,

on the other hand, as of the ending date of the period covered by such report, which consolidating information shall be presented in

accordance with Rule 3-10 of Regulation S-X under the Securities Act, or any successor provision.

anything herein to the contrary, the Issuers will not be deemed to have failed to comply with any of their obligations in this Section 4.15

for purposes of Section 6.01(e) until 120 days after the receipt of the written notice delivered thereunder.

(d)          To

the extent any information is not provided within the time periods specified in this Section 4.15 and such information is

subsequently provided, the Issuers will be deemed to have satisfied their obligations with respect thereto at such time and any Default

with respect thereto shall be deemed to have been cured.

Section 4.16         Suspension

of Covenants. During a Suspension Period, Parent and the Restricted Subsidiaries shall not be subject to Sections 4.08, 4.09,

4.11, 4.12, 4.13, 4.14 or 5.01(a)(iii) (each a “Suspended Covenant”). During

any Suspension Period, each Guaranty pursuant to Article X shall also be suspended. All other provisions of this Indenture

will apply at all times during any Suspension Period so long as any Notes remain outstanding.

“Suspension Period” means any

period (1) beginning on the date that:

(A) the Notes have Investment Grade Status;

(B) no Default or Event of Default has occurred

and is continuing; and

delivered an Officer’s Certificate to the Trustee certifying that the conditions set forth in clauses (A) and (B) above

are satisfied;

and (2) ending on the date (any such date,

a “Reversion Date”) that the Notes cease to have Investment Grade Status, notice of which shall be provided to the

Trustee.

On each Reversion Date, all

dividend blockages Incurred during the Suspension Period prior to such Reversion Date shall be deemed to have been outstanding on the

Issue Date. On each Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified as having been Incurred

in compliance with Sections 4.08(a) through (c) (to the extent such Indebtedness would be permitted to be Incurred

on the Reversion Date and after giving effect to Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion

Date) or, to the extent such Indebtedness would not be so permitted to be Incurred in compliance with Sections 4.08(a) through

(c) as of the Reversion Date, such Indebtedness will be classified as having been Incurred pursuant to Section 4.08(d)(vii).

For purposes of calculating

the amount available to be made as Restricted Payments under Section 4.09(a)(iii), calculations under that clause shall be

made with reference to the Transaction Date, as set forth in that clause. Accordingly, (x) Restricted Payments made during the Suspension

Period not otherwise permitted pursuant to any of clauses (i) through (xvi) of Section 4.09(b), shall

reduce the amount available to be made as Restricted Payments under Section 4.09(a)(iv)(3); provided, however,

that the amount available to be made as a Restricted Payment on the Transaction Date shall not be reduced to below zero solely as a result

of such Restricted Payments, but may be reduced to below zero as a result of negative cumulative Funds From Operations during the Suspension

Period for the purpose of Section 4.09(a)(iv)(3)(A), and (y) the items specified in Sections 4.09(a)(iv)(3)(A),

(B), (C), (D) and (E) that occur during the Suspension Period shall increase the amount available

to be made as Restricted Payments under Section 4.09(a)(iv)(3). Any Restricted Payment made during the Suspension Period

that is of the type described in Section 4.09(b) (other than the Restricted Payment referred to in clauses (i) or

(ii) of Section 4.09(b) or any exchange for, or out of the proceeds of Capital Stock for Capital Stock or

Indebtedness referred to in clause (iv) or (v) of Section 4.09(b)), and the Net Cash Proceeds from

any issuance of Capital Stock referred to in clauses (iv) and (v) of Section 4.09(b) (adjusted

to avoid double counting) shall not be included in calculating the amounts permitted to be Incurred under Section 4.09(a)(iv)(3) on

each Reversion Date.

For purposes of Section 4.11,

on each Reversion Date, the unutilized Excess Proceeds shall be reset to zero.

Subject to the foregoing,

no Default or Event of Default shall be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely

as a result of any actions taken by Parent or any Restricted Subsidiaries thereof, or events occurring, during the Suspension Period.

The Trustee shall have no

obligation to (i) independently determine or verify if a Suspension Period or a Reversion Date has occurred, (ii) make any

determination regarding the impact of actions taken during the Suspension Period on Parent and its Restricted Subsidiaries’ future

compliance with covenants or (iii) notify Holders of the commencement of the Suspension Period or the Reversion Date.

Section 4.17         Limitation

on Activities of Finco.

Finco may not hold any material

assets, become liable for any material obligations, engage in any trade or business, or conduct any business activity, other than (1) the

issuance of its Capital Stock to Opco or any Wholly Owned Restricted Subsidiary of Opco, (2) the Incurrence of Indebtedness as a

co-obligor or guarantor, as the case may be, of the Notes, the Credit Agreement and any other Indebtedness that is permitted to be Incurred

under Section 4.08; provided that the net proceeds of such Indebtedness are not retained by Finco, and (3) activities

incidental thereto. Neither Parent nor any Restricted Subsidiary shall engage in any transaction with Finco in violation of the immediately

preceding sentence.

Section 4.18         Financial

Calculations for Limited Condition Transactions. In connection with any Limited Condition Transaction (including any financing thereof),

at the Issuers’ election, (a) compliance with any requirement relating to the absence of a Default or Event of Default may

be determined as of the date a definitive agreement for such Limited Condition Transaction is entered into (the “effective date”)

and not as of any later date as would otherwise be required under this Indenture, and (b) any calculation contemplated by Section 4.08

or any amount based on a percentage of Consolidated EBITDA or any other determination under any basket or ratio under this Indenture,

may be made as of such effective date, giving pro forma effect to such Limited Condition Transaction and any related transactions (including

any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period

ending prior to the effective date. If the Issuers make such an election, any subsequent calculation of any such ratio, basket and/or

percentage (unless the definitive agreement for such Limited Condition Transaction expires or is terminated without its consummation)

shall be calculated on an equivalent pro forma basis; provided, however, that (a) if financial statements for one

or more subsequent fiscal quarters shall have become available, the Issuers may elect, in their sole discretion, to re-determine all

such calculations, baskets or ratios on the basis of such financial statements, in which case such date of redetermination shall thereafter

be deemed to be the applicable effective date for purposes of such calculations, baskets or ratios or (b) if any ratios or calculations

improve or baskets increase, such improved ratios, calculations or baskets may be utilized.

Article V

SUCCESSOR

CORPORATION

Section 5.01         Consolidation,

Merger and Sale of Assets.

(a)          Neither

Parent nor any Issuer shall consolidate with or merge with or into, or sell, convey, transfer or otherwise dispose of all or substantially

of it and its Restricted Subsidiaries’ (taken as a whole) property and assets (as an entirety or substantially an entirety in one

transaction or a series of related transactions) to, any Person or permit any Person (other than a Restricted Subsidiary) to merge with

or into it unless:

(i)             Parent

or such Issuer shall be the continuing Person, or the Person (if other than Parent or such Issuer) formed by such consolidation or into

which Parent or such Issuer is merged or that acquired such property and assets of Parent or such Issuer shall be a corporation, limited

liability company, partnership (including a limited partnership) or trust organized and validly existing under the laws of the United

States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered

to the Trustee, all of the obligations of Parent or such Issuer with respect to the Notes and under this Indenture (provided that

in the case of a limited liability company, partnership (including a limited partnership) or trust, there shall also be a corporation

organized and validly existing under the laws of the United States of America or any state or jurisdiction thereof that shall expressly

jointly with such limited liability company, partnership (including a limited partnership) or trust, assume, by a supplemental indenture,

executed and delivered to the Trustee, all of the obligations of such Issuer with respect to the Notes and under this Indenture);

(ii)            immediately

after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)           immediately

after giving effect to such transaction and any related financing transactions as if the same had occurred at the beginning of the applicable

four quarter period, on a pro forma basis Parent or the Issuers, or any Person becoming the successor obligor of the Notes, as the case

may be, (a) could Incur at least $1.00 of Indebtedness under paragraphs (a) and (c) of Section 4.08

or (b) the ratios in Sections 4.08(a) and 4.08(c) are greater than or equal to the ratios immediately

prior to such transaction; provided, however, that this clause (iii) shall not apply to a consolidation or

merger with or into Parent, an Issuer or a Wholly Owned Restricted Subsidiary; and

(iv)           the

Issuers deliver to the Trustee an Officer’s Certificate (attaching the arithmetic computations to demonstrate compliance with clause

(iii) above if applicable) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such

supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to

such transaction have been complied with and, with respect to the Opinion of Counsel, that the supplemental indenture constitutes a valid

and binding obligation enforceable against the Issuers, or the Person (if other than Parent or an Issuer) formed by such consolidation

or into which such Issuer is merged or that acquired all or substantially all property and assets of Parent and the Restricted Subsidiaries;

provided,

however, that clause (iii) above does not apply if, in the good faith determination of the Board of Directors of Parent,

whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change the state of domicile

of Parent or an Issuer; provided further, however, that any such transaction shall not have as one of its purposes the evasion

of the foregoing limitations.

(b)          Parent

and the Issuers shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey or transfer, in one transaction

or a series of transactions, all or substantially all of its property and assets to any Person, unless:

(i)             the

resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction

under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of

Columbia, and such Person shall expressly assume, by a supplemental indenture, all the obligations of such Subsidiary Guarantor, if any,

under the Notes or its Subsidiary Guaranty, as applicable; provided, however, that the foregoing requirement shall not

apply in the case of a Subsidiary Guarantor (x) that has been disposed of in its entirety to another Person (other than to Parent

or an Issuer or an Affiliate of Parent or an Issuer), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that,

as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, so long as, in both cases, in connection

therewith the Issuers provide an Officer’s Certificate to the Trustee to the effect that the Issuers will comply with their obligations

under Section 4.11;

(ii)            immediately

after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness that becomes an obligation

of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of

such transaction), no Default shall have occurred and be continuing; and

(iii)           the

Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger

or transfer and such supplemental indenture, if any, complies with this Indenture and, with respect to the Opinion of Counsel, that the

supplemental indenture constitutes a valid and binding obligation enforceable against the Issuers, the Subsidiary Guarantors, Parent

and the surviving Persons.

the foregoing, any Subsidiary Guarantor may (i) merge with an Affiliate of Parent or an Affiliate of a Restricted Subsidiary or

another Subsidiary Guarantor solely for the purpose of changing the state of domicile of the Subsidiary Guarantor, (ii) merge with

or into or transfer all or part of its properties and assets to another Subsidiary Guarantor, a Parent or the Issuers or (iii) convert

into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction

of organization of such Subsidiary Guarantor.

(d)          Upon

any such consolidation, combination or merger of an Issuer or a Guarantor, or any such sale, conveyance, transfer or other disposition

of all or substantially all of the assets of an Issuer in accordance with this Section 5.01, in which such Issuer or such

Guarantor is not the continuing obligor under the Notes or its Guaranty, the surviving entity formed by such consolidation or into which

such Issuer or such Guarantor is merged or the entity to which the sale, conveyance, transfer or other disposition is made shall succeed

to, and be substituted for, and may exercise every right and power of, such Issuer or such Guarantor under this Indenture, the Notes

and such Guaranty with the same effect as if such surviving entity had been named therein as such Issuer or such Guarantor and such Issuer

or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of and interest on the Notes or in

respect of its Guaranty, as the case may be, and all of such Issuer’s or such Guarantor’s other obligations and covenants

under the Notes, this Indenture and its Guaranty, if applicable.

Article VI

DEFAULT

AND REMEDIES

Section 6.01         Events

of Default. Each of the following is an “Event of Default”:

(a)          default

in the payment of principal of, or premium, if any, on any Note when they are due and payable at maturity, upon acceleration, redemption

or otherwise;

(b)         default

in the payment of interest on any Note when due and payable, and such default continues for a period of 30 days;

or Restricted Subsidiaries do not comply with their obligations under Section 5.01;

(d)          the

Issuers fail to make or consummate a Change of Control Offer following a Change of Control Triggering Event when required under Section 4.07;

(e)          Parent

or Restricted Subsidiaries default in the performance of or breach any other covenant or agreement of Parent or the Restricted Subsidiaries

in this Indenture or under the Notes (other than a default specified in clause (a), (b), (c) or (d) above)

and such default or breach continues for 60 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate

principal amount of the Notes;

(f)           there

occurs with respect to any issue or issues of Indebtedness of Parent, an Issuer or any Significant Subsidiary having an outstanding principal

amount of $110,000,000 or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall

hereafter be created,

(i)             an

event of default that has caused the Holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and

such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or

(ii)            the

failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been

made, waived or extended within 30 days of such payment default;

(g)          any

final and non-appealable judgment or order for the payment of money (not covered by insurance) in excess of $110,000,000 in the aggregate

for all such final judgments or orders against all such Persons:

(i)             shall

be rendered against Parent, an Issuer or any Significant Subsidiary and shall not be paid or discharged and

(ii)            there

shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such

final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $110,000,000 during which a stay

of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(h)          a

court of competent jurisdiction enters a decree or order for:

(i)             relief

in respect of Parent, an Issuer or any Significant Subsidiary in an involuntary case under any applicable Bankruptcy Law now or hereafter

in effect,

(ii)            appointment

of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of Parent, an Issuer or any Significant Subsidiary

or for all or substantially all of the property and assets of an Issuer or any Significant Subsidiary or

(iii)

the winding up or liquidation of the affairs of Parent, an Issuer or any Significant Subsidiary

and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(i)          Parent,

an Issuer or any Significant Subsidiary:

(i)             commences

a voluntary case under any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an

involuntary case under such law,

(ii)            consents

to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official

of Parent, an Issuer or such Significant Subsidiary or for all or substantially all of the property and assets of Parent, an Issuer or

such Significant Subsidiary or

(iii)           effects

any general assignment for the benefit of its creditors.

Section 6.02         Acceleration.

If an Event of Default (other than an Event of Default specified in clause (h) or (i) of Section 6.01

that occurs with respect to an Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate

principal amount of the Notes then outstanding, by written notice to the Issuers (and to the Trustee if such notice is given by the Holders),

may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall,

declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of

acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration

of acceleration because an Event of Default set forth in clause (f) of Section 6.01 has occurred and is continuing,

such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default

pursuant to clause (f) of Section 6.01 shall be remedied or cured by Parent or the relevant Issuer or Significant

Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto.

If an Event of Default specified

in clause (h) or (i) of Section 6.01 occurs with respect to Parent or an Issuer, the principal of,

premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without

any declaration or other act on the part of the Trustee or any Holder.

The Holders of at least a

majority in principal amount of the outstanding Notes by written notice to the Issuers and to the Trustee may waive all past Defaults

and rescind and annul a declaration of acceleration and its consequences if:

(x) all existing Events

of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by

such declaration of acceleration, have been cured or waived; and

(y) the rescission would

not conflict with any judgment or decree of a court of competent jurisdiction.

No such rescission shall

affect any subsequent Default or impair any right consequent thereto.

Notwithstanding the foregoing,

a notice of any Default may not be given with respect to any action taken, and reported publicly or to Holders in reasonable detail and

good faith, more than two years prior to such notice of any Default, and any time period in this Indenture to cure any actual or alleged

Default or Event of Default may be extended or stayed by a court of competent jurisdiction. In addition, any notice of any Default or

notice of acceleration or instruction to the Trustee to provide a notice of any Default or notice of acceleration or take any other action

(a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must

be accompanied by a written representation from each such Holder to the Issuers and the Trustee that such Holder is not (or, in the case

such Holder is the Depository Trust Company or its nominee, that such Holder is being instructed solely by beneficial owners that are

not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating

to a notice of any Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event

of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of

providing a Noteholder Direction, covenant to provide the Issuers with such other information as the Issuers may reasonably request in

order to verify the accuracy of such Holder’s Position Representation within five Business Days of any request therefor (a “Verification

Covenant”). In any case in which the Holder is the Depository Trust Company or its nominee, any Position Representation or

Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of the Depository Trust Company

or its nominee.

If, following the delivery

of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis

to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence

that the Issuers have filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at

such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable

Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable

determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to

acceleration of the Notes, the Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to

satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder

Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation

shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation

of such holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient

to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default

shall be deemed never to have occurred.

For the avoidance of doubt,

the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall

have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant,

verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations

with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee

shall have no liability to the Issuers, any Holder or any other Person in acting in good faith on a Noteholder Direction. Further, for

the avoidance of doubt, the requirements of this paragraph shall only apply to Noteholder Directions as defined herein and do not apply

to any other directions given by Holders given to the Trustee under this Indenture. Each Holder and subsequent purchaser of the Notes

waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee

in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this section,

or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Each Issuer

hereby waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against

the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this

section/subsection, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder

Direction. The Trustee shall have no liability whatsoever for acting in accordance with the requirements of this section and may conclusively

rely on such Position Representation without any duty of further verification or inquiry whatsoever.

Section 6.03         Other

Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in

equity to collect the payment of principal of, or interest on, the Notes or to enforce the performance of any provision of the Notes

or this Indenture.

The Trustee may maintain

a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the

Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute

a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative

to the extent permitted by law.

Section 6.04         Waiver

of Past Defaults. Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority in principal amount of

the outstanding Notes (which may include consents obtained in connection with a tender offer or exchange offer of Notes) by notice to

the Trustee may waive an existing Default and its consequences, except a Default in the payment of principal of, or interest on, any

Note as specified in Section 6.01(a) or (b). The Issuers shall deliver to the Trustee an Officer’s Certificate

stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. When a Default

is waived, it is cured and ceases.

Section 6.05         Control

by Majority. The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method

and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture,

that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights

of Holders of Notes not joining in the giving of such direction received from the Holders of Notes; provided, however,

that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 6.06         Limitation

on Suits. No Holder shall have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder,

unless:

(a)          the

Holder gives the Trustee written notice of a continuing Event of Default;

(b)          the

Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(d)          the

Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(e)          during

such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction

that is inconsistent with the request.

However, such limitations

do not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note

or to bring suit for the enforcement of any such payment on or after the due date expressed in the Notes, which right shall not be impaired

or affected without the consent of the Holder.

Section 6.07         Rights

of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment

of principal of and premium, if any, and interest on, a Note, on or after the respective due dates therefor, or to bring suit for the

enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

Section 6.08         Collection

Suit by Trustee. If an Event of Default in payment of principal or interest specified in Section 6.01(a) or (b) occurs

and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers or any other

obligor on the Notes for the whole amount of principal and accrued interest and fees remaining unpaid, together with interest on overdue

principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the

rate per annum borne by the Notes and such further amount as shall be sufficient to cover the costs and expenses of collection, including

the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09         Trustee

May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable

in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel) and the Holders allowed in any judicial proceedings relating to the Issuers, their creditors or their property

and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and

to distribute the same, and any custodian in any such judicial proceedings is hereby authorized by each Holder to make such payments

to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the

Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel,

and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses,

disbursements and advances of the Trustee, their respective agents and counsel, and any other amounts due the Trustee under or Agent

hereunder out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on,

and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled

to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein

contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of

reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee

to vote in respect of the claim of any Holder in any such proceeding. The Trustee shall be entitled to participate as a member of any

official committee of creditors in the matters as it deems necessary or advisable.

Section 6.10         Priorities.

If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following

order:

First: to the Trustee, in

each of its capacities under this Indenture, for amounts due hereunder, including under Section 7.07;

Second: to the payment of

the amounts then due and unpaid upon the Notes for principal (and premium, if any) and interest, in respect of which or for the benefit

of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable

on such Notes for principal (and premium, if any) and interest, respectively; and

Third: to the Issuers or,

if applicable, the Guarantors, as their respective interests may appear.

The Trustee may fix a record

date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11         Undertaking

for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any

action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking

to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees

and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by

the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07,

or a suit by a Holder or Holders of more than 10% in principal amount of the outstanding Notes.

Section 6.12         Restoration

of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture

and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,

then and in every such case, subject to any determination in such proceedings or any other proceedings, the Issuers, the Trustee and

the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies hereunder

of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Article VII

TRUSTEE

Section 7.01         Duties

of Trustee.

(a)          If

an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture

and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the

conduct of his or her own affairs.

(b)          Except

during the continuance of an Event of Default:

(i)             The

Trustee need perform only those duties as are specifically set forth herein and no duties, covenants, responsibilities or obligations

shall be implied in this Indenture against the Trustee.

(ii)            In

the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the

opinions expressed therein, upon certificates (including Officer’s Certificates) or opinions (including Opinions of Counsel) furnished

to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which

by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions

to determine whether or not they conform to the requirements of this Indenture but need not confirm or investigate the accuracy of mathematical

calculations or other facts stated therein.

anything to the contrary herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure

to act, or its own willful misconduct, except that:

(i)             This

paragraph does not limit the effect of Section 7.01(b).

(ii)            The

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee

was negligent in ascertaining the pertinent facts.

(iii)           The

Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received

by it pursuant to Section 6.05.

(d)          No

provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the

performance of any of its duties hereunder or to take or omit to take any action under this Indenture or take any action at the request

or direction of Holders if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.

(e)          Whether

or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.

(f)          The

Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money

held in trust by the Trustee need not be segregated from other funds except to the extent required by law or unless otherwise agreed

with the Issuers.

(g)          In

the absence of bad faith, negligence or willful misconduct on the part of the Trustee, the Trustee shall not be responsible for the application

of any money by any Paying Agent other than the Trustee.

Section 7.02         Rights

of Trustee. Subject to Section 7.01:

(a)          The

Trustee may rely conclusively on any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion

(including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture or other paper or document believed by

it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated

in the document.

(b)          Before

the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both, which shall conform

to the provisions of Section 11.05. The Trustee shall not be liable for any action it takes or omits to take in good faith

in reliance on such Officer’s Certificate or Opinion of Counsel.

Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent (other than

an agent who is an employee of the Trustee) appointed with due care.

(d)          The

Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within

its rights or powers under this Indenture.

(e)          The

Trustee may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete

authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in

accordance with the advice or opinion of such counsel.

(f)          The

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or

direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable

security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(g)          The

Trustee shall not be bound to confirm or make any investigation into the facts or matters stated in any resolution, certificate (including

any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent,

order, bond, debenture, or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation

into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall

be entitled, upon reasonable notice to the Issuers, to examine the books, records, and premises of the Issuers, personally or by agent

or attorney at the sole cost of the Issuers.

(h)          The

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

(i)           The

permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

(j)           Except

with respect to Sections 4.01 and 4.05, the Trustee shall have no duty to inquire as to the performance of the Issuers

with respect to the covenants contained in Article IV and Article V. In addition, the Trustee shall not be deemed

to have knowledge of a Default or an Event of Default except (i) any Default or Event of Default occurring pursuant to Section 4.01,

6.01(a) or 6.01(b) or (ii) any Default or Event of Default actually known to a Responsible Officer.

(k)          The

rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to,

and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed

to act hereunder.

(l)           In

no event shall the Trustee or an Agent be responsible or liable for special, indirect, consequential, punitive or incidental loss or

damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or Agent has been advised

of the likelihood of such loss or damage and regardless of the form of action.

(m)         No

provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer

any action to be taken or omitted, in the performance of their respective duties or obligations under this Indenture, or to exercise

any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted

would violate applicable law binding upon them.

(n)          If

any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to

the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless

such Responsible Officer of the Trustee had actual knowledge of such event.

(o)          Any

request or direction of an Issuer or other Person mentioned herein shall be sufficiently evidenced by an Officer’s Certificate

or certificate of an Officer of such other Person and any resolution of the Board of Directors of an Issuer or of such other Person may

be sufficiently evidenced by a board resolution certified by the secretary or assistant secretary (or similar officer) of such Person.

Section 7.03         Individual

Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise

deal with the Issuers, their Subsidiaries or their respective Affiliates with the same rights it would have if it were not Trustee. Any

Agent may do the same with like rights. However, the Trustee shall comply with Sections 7.10 and 7.11.

Section 7.04         Trustee’s

Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture

or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes, and it shall not be responsible

for any statement of the Issuers in this Indenture or any document issued in connection with the sale of Notes or any statement in the

Notes other than the Trustee’s certificate of authentication. The Trustee makes no representations with respect to the effectiveness

or adequacy of this Indenture.

Section 7.05         Notice

of Default. If a Default occurs and is continuing and is deemed to be known to the Trustee pursuant to Section 7.02(j),

the Trustee shall mail or otherwise provide in accordance with the procedures of the Depository to each Holder notice of the uncured

Default within 60 days after the Trustee is deemed to know such Default occurred. Except in the case of a Default in payment of principal

of, or interest on, any Note, including an accelerated payment and the failure to make a payment pursuant to an Asset Sale Offer and/or

Change of Control Offer or a Default in complying with the provisions of Article V, the Trustee may withhold the notice if

and so long as the Board of Directors, the executive committee, or a trust committee of directors and/or Responsible Officers, of the

Trustee in good faith determines that withholding the notice is in the interest of the Holders.

Section 7.06         [Reserved].

Section 7.07         Compensation

and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from

time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation

of a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all reasonable disbursements, costs, fees

and expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation

for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence or willful

misconduct as determined by a final non-appealable decision of a court of competent jurisdiction. Such expenses shall include the reasonable

fees and expenses of the Trustee’s agents and counsel.

The Issuers shall indemnify

each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including

taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except

for such actions to the extent caused by any negligence or willful misconduct on their part, as determined by a final non-appealable

decision of a court of competent jurisdiction, arising out of or in connection with this Indenture including the reasonable costs and

expenses (including, but not limited to, reasonable attorney’s fees and expenses, court costs and expenses) of defending themselves

against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights,

powers or duties hereunder, under the Notes and any Guaranty (whether asserted by any Holder, the Issuers, the Guarantors or otherwise).

The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity.

Failure to provide such notice shall not relieve the Issuers of their obligations in this Section 7.07 unless the failure

to notify the Issuers impairs the Issuers’ ability to defend such claim. The Issuers may, at the request of the Trustee, defend

the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have

separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the

Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict

of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined

by the Trustee. The Issuers need not pay for any settlement made without their written consent. The Issuers need not reimburse any expense

or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence or willful misconduct as determined

by a final non-appealable decision of a court of competent jurisdiction.

Notwithstanding anything

to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have

a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or

property held in trust to pay principal and interest on particular Notes.

When the Trustee incurs expenses

or renders services after a Default specified in Section 6.01(h) or 6.01(i) occurs, such expenses and the

compensation for such services shall be paid to the extent allowed under any Bankruptcy Law.

Notwithstanding any other

provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of

this Indenture or the earlier resignation or removal of the Trustee and the appointment of a successor Trustee.

Section 7.08         Replacement

of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor

Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign with 60 days prior written

notice by so notifying the Issuers in writing. The Holders of a majority in principal amount of the outstanding Notes may remove the

Trustee by so notifying the Issuers and the Trustee and may appoint a successor Trustee. The Issuers may remove the Trustee if:

(a)          the

Trustee fails to comply with Section 7.10;

(b)          the

Trustee is adjudged a bankrupt or an insolvent;

receiver or other public officer takes charge of the Trustee or its property; or

(d)          the

Trustee becomes incapable of acting.

If the Trustee shall resign,

be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, Parent shall promptly appoint

a successor Trustee and shall comply with the applicable requirements of this Section 7.08. If, within one year after such

resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by action of the Holders

of a majority in principal amount of the outstanding Notes delivered to Parent and the retiring Trustee, the successor Trustee so appointed

shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of this Section 7.08,

become the successor Trustee and to that extent supersede the successor Trustee appointed by Parent. If no successor Trustee shall have

been so appointed by Parent or the Holders and accepted appointment in the manner required by this Section 7.08, then, subject

to Section 6.11 any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and

all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

A successor Trustee shall

deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Immediately after that, the retiring Trustee

shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as

Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring

Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.

A successor Trustee shall mail (or otherwise deliver in accordance with the procedures of the Depository) notice of its succession to

each Holder.

If a successor Trustee does

not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of

at least 10% in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor

Trustee at the expense of the Issuers.

If the Trustee fails to comply

with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment

of a successor Trustee.

Notwithstanding replacement

of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue

for the benefit of the retiring Trustee.

Section 7.09         Successor

Trustee by Merger, Etc. Any business entity into which the Trustee may be merged or converted or with which it may be consolidated,

or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding

to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without

the execution or filing of any paper or any further act on the part of any of the parties hereto.

Section 7.10         Eligibility,

Disqualification. There shall at all times be one (and only one) Trustee hereunder. The Trustee shall be a Person that is eligible

pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus (together with its corporate parent) of at

least $150,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its

supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act,

the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent

report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10,

it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 7.11         Preferential

Collection of Claims Against the Issuers. The Trustee, in its capacity as Trustee hereunder, shall comply with Trust Indenture Act

§ 311(a), excluding any creditor relationship listed in Trust Indenture Act § 311(b). A Trustee who has resigned or been removed

shall be subject to Trust Indenture Act § 311(a) to the extent indicated.

Article VIII

DISCHARGE

OF INDENTURE, DEFEASANCE

Section 8.01         Termination

of the Issuers’ Obligations. The Issuers may terminate their obligations under the Notes and this Indenture and the obligations

of the Guarantors under its Guaranty and this Indenture, and this Indenture shall cease to be of further effect, except those obligations

referred to in the penultimate paragraph of this Section 8.01, if:

(a)          either

(i)             all

the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for

whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the

Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or

(ii)            all

Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and

payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee

for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers have irrevocably

deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the

Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the

date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuers directing the Trustee to

apply such funds to the payment thereof at maturity or redemption, as the case may be;

(b)          the

Issuers have paid all other sums payable under this Indenture by Parent, the Issuers and the Subsidiary Guarantors, and

Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent

under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

In the case of clause (ii) of

this Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuers’ obligations

in Sections 2.05, 2.06, 2.07, 2.08, 7.07, 8.05 and 8.06 shall survive until the Notes

are no longer outstanding pursuant to the last paragraph of Section 2.08. After the Notes are no longer outstanding, the

Issuers’ obligations in Sections 7.07, 8.05 and 8.06 shall survive.

After such delivery or irrevocable

deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this

Indenture except for those surviving obligations specified above.

Funds delivered to the Trustee

under this section shall be held by the Trustee uninvested.

Section 8.02         Legal

Defeasance and Covenant Defeasance.

(a)          The

Issuers may, at their option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding

Notes upon compliance with the conditions set forth in Section 8.03.

(b)          Upon

the Issuers’ exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b),

the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed

to have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied

(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors shall

be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and each Guaranty, which shall thereafter

be deemed to be “outstanding” only for the purposes of Section 8.04 hereof and the other Sections of this Indenture

referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Notes and this Indenture and

the Guarantors shall be deemed to have satisfied all of their obligations under each Guaranty and this Indenture (and the Trustee, on

demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions

which shall survive until otherwise terminated or discharged hereunder:

(i)             the

rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully

set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when

such payments are due;

(ii)            the

Issuers’ obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,

lost or stolen Notes and Section 4.02 hereof;

(iii)           the

rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(iv)           the

provisions of this Article VIII applicable to Legal Defeasance.

Subject to compliance with this Article VIII,

the Issuers may exercise their option under this Section 8.02(b) notwithstanding the prior exercise of its option under

Section 8.02(c).

the Issuers’ exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(c),

the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released

from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence

of the Issuers), 4.04, 4.07 through 4.17 and clause (iii) of Section 5.01(a) with respect

to the outstanding Notes on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant

Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver,

consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue

to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding

for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers and the

Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such

covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference

in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an Event

of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected

thereby. In addition, upon the Issuers’ exercise under Section 8.02(a) hereof of the option applicable to this

Section 8.02(c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (c),

(d), (e), (f) and (g) of Section 6.01 shall not constitute Events of Default.

Section 8.03         Conditions

to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02(b) or

8.02(c) hereof to the outstanding Notes:

(a)          the

Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, U.S. Government Obligations

or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm

of independent public accountants or a nationally recognized investment bank selected by the Issuers, to pay the principal of and interest

and premium, if any, on the Notes on the stated date for payment or on the redemption date of the Notes;

(b)          in

the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America confirming

that:

(i)             the

Issuers have received from, or there has been published by the Internal Revenue Service, a ruling, or

(ii)            since

the date of this Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that,

and based thereon this Opinion of Counsel shall confirm that the Holders will not recognize income, gain or loss for U.S. Federal income

tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner

and at the same times as would have been the case if such Legal Defeasance had not occurred;

the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America

reasonably acceptable to the Trustee confirming that the Holders and beneficial owners will not recognize income, gain or loss for U.S.

Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. Federal income tax on the same amounts,

in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred;

(d)          no

Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds

to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting

of Liens on the deposited funds in connection therewith);

(e)          the

Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material

agreement or instrument (other than this Indenture) to which Parent or any of its Subsidiaries is a party or by which Parent or any of

its Subsidiaries is bound (other than any such Default or default relating to any Indebtedness being defeased from any borrowing of funds

to be applied to such deposit and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens on the

deposited funds in connection therewith);

(f)           the

Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by them with the intent

of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding

any other of their creditors or others; and

(g)          the

Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions

provided for in, in the case of the Officer’s Certificate, clauses (1) through (6), as applicable, and, in the case of the

Opinion of Counsel, clauses (2), if applicable, and/or (3) and (5) of this Section 8.03 have been complied with.

Section 8.04         Application

of Trust Money. Subject to Section 8.05, the Trustee or Paying Agent shall hold in trust all U.S. Legal Tender and U.S.

Government Obligations deposited with it pursuant to this Article VIII, and shall apply the deposited U.S. Legal Tender and

the money from U.S. Government Obligations in accordance with this Indenture to the payment of the principal of and the interest on the

Notes. The Trustee shall be under no obligation to invest said U.S. Legal Tender and U.S. Government Obligations, except as it may agree

with the Issuers.

The Issuers shall pay and

indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Legal Tender and U.S. Government Obligations

deposited pursuant to Section 8.03 or the principal and interest received in respect thereof, other than any such tax, fee

or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII

to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the Issuers’ request any

U.S. Legal Tender and U.S. Government Obligations held by it as provided in Section 8.03 which, in the opinion of a nationally

recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess

of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.05         Repayment

to the Issuers. The Trustee and the Paying Agent shall pay to the Issuers upon request any money held by them for the payment of

principal or interest that remains unclaimed for two years. After payment to the Issuers, Holders entitled to such money shall look to

the Issuers for payment as general creditors unless an applicable law designates another Person.

Section 8.06         Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender and U.S. Government Obligations in accordance with this Article VIII

by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining

or otherwise prohibiting such application, the Issuers’ obligations under this Indenture, the Notes and any Guaranty shall be revived

and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent

is permitted to apply all such U.S. Legal Tender and U.S. Government Obligations in accordance with this Article VIII; provided

that if the Issuers have made any payment of interest on, or principal of, any Notes because of the reinstatement of their obligations,

the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Legal Tender and U.S.

Government Obligations held by the Trustee or Paying Agent.

Article IX

AMENDMENTS,

SUPPLEMENTS AND WAIVERS

Section 9.01         Without

Consent of Holders.

(a)          Parent,

the Issuers, the Subsidiary Guarantors and the Trustee, together, may amend or supplement this Indenture, the Notes or any Guaranty without

notice to or consent of any Holder:

(i)             to

cure any ambiguity, omission, mistake, defect or inconsistency;

(ii)            to

provide for the assumption by a successor corporation of the obligations of Parent, the Issuers or any Subsidiary Guarantor under this

Indenture;

(iii)           to

provide for uncertificated Notes in addition to or in place of certificated Notes;

(iv)           to

add Guarantees with respect to the Notes, including any Subsidiary Guaranty or to secure the Notes;

(v)            to

add to the covenants of Parent or a Restricted Subsidiary for the benefit of the Holders or to surrender any right or power conferred

upon Parent or a Restricted Subsidiary;

(vi)           to

make any change that does not adversely affect the rights of any Holder in any material respect, as evidenced by an Officer’s Certificate

delivered to the Trustee (upon which it may fully rely);

(vii)          to

comply with any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(viii)         to

make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however,

that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities

Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders

to transfer Notes;

(ix)            to

conform the text of this Indenture or any Guaranty or the Notes to any provision of the “Description of Notes” section of

the Offering Memorandum;

(x)             to

evidence and provide for the acceptance of appointment by a successor trustee, provided that the successor trustee is otherwise

qualified and eligible to act as such under the terms of this Indenture;

(xi)            to

provide for a reduction in the minimum denominations of the Notes;

(xii)           to

comply with the rules of any applicable securities depositary; or

(xiii)          to

provide for the issuance of Additional Notes and any related Guaranty in accordance with the limitations set forth in this Indenture.

Section 9.02         With

Consent of Holders.

(a)          Subject

to Section 6.07, the Issuers, the Guarantors and the Trustee, together, with the consent of the Holder or Holders of not

less than a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes or any

Guaranty, without notice to or the consent of any other Holders. Subject to Section 6.07, the Holder or Holders of not less

than a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture, the

Notes or any Guaranty without notice to or the consent of any other Holders.

(b)          Notwithstanding

Section 9.02(a), without the consent of each Holder affected thereby, no amendment or waiver may:

(i)             change

the Stated Maturity of the principal of, or any installment of interest on, any Note;

(ii)            reduce

the principal amount of, or premium, if any, or interest on, any Note;

(iii)           change

the place of payment of principal of, or premium, if any, or interest on, any Note;

(iv)           impair

the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or

after the redemption date) of any Note;

(v)            reduce

the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;

(vi)           waive

a default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of the declaration of acceleration

of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment

default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal

of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived);

(vii)          voluntarily

release a Guarantor of the Notes, except as permitted by this Indenture;

(viii)         reduce

the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary, pursuant to Sections

6.02 and 6.04, for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; or

(ix)            modify

or change any provisions of this Indenture affecting the ranking of the Notes as to right of payment or any Guaranty thereof in any manner

adverse to the Holders of the Notes.

shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed

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

(d)          A

consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the case of

an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes shall not be rendered invalid by such tender

or exchange.

(e)          After

an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall provide to the Holders affected

thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to give such notice to all Holders,

or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

Section 9.03         Compliance

with the Trust Indenture Act. If this Indenture is qualified under the Trust Indenture Act, every amendment, waiver or supplement

of this Indenture, the Notes or any Guaranty shall comply with the Trust Indenture Act as then in effect.

Section 9.04         Revocation

and Effect of Consents. Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent

by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s

Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as

to his Note or portion of his Note by notice to the Trustee or the Issuers received before the date on which the Trustee receives an

Officer’s Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore

revoked such consent) to the amendment, supplement or waiver.

The Issuers may, but shall

not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or

waiver, which record date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then

notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or their

duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons

continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

The Issuers shall inform the Trustee in writing of the fixed record date if applicable.

After an amendment, supplement

or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (i) through

(ix) of Section 9.02(b), in which case, the amendment, supplement or waiver shall bind only each Holder of a

Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting

Holder’s Note; provided, however, that any such waiver shall not impair or affect the right of any Holder to receive

payment of principal of, and interest on, a Note, on or after the respective due dates therefor, or to bring suit for the enforcement

of any such payment on or after such respective dates without the consent of such Holder.

Section 9.05         Notation

on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuers may require the Holder of

the Note to deliver it to the Trustee. The Issuers shall provide the Trustee with an appropriate notation on the Note about the changed

terms and cause the Trustee to return it to the Holder at the Issuers’ expense. Alternatively, if the Issuers or the Trustee so

determines, the Issuers in exchange for the Note shall issue, and the Trustee shall authenticate, a new Note that reflects the changed

terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement

or waiver.

Section 9.06         Trustee

To Sign Amendments, Etc. The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article IX;

provided, however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver

which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and

shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate each stating that the execution of

any amendment, supplement or waiver authorized pursuant to this Article IX is authorized or permitted by this Indenture and

all conditions precedent thereto have been complied with. Such Opinion of Counsel shall be at the expense of the Issuers.

Article X

GUARANTY

Section 10.01       Guaranty.

Subject to this Article X, each of the Guarantors hereby, jointly and severally, unconditionally guarantees on a senior unsecured

basis to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective

of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the

principal (and any premium) of and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,

redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations

of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with

the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations,

that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated

maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever

reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee

of payment and not a guarantee of collection.

The Guarantors hereby agree

that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this

Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions

hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might

otherwise constitute a legal or equitable discharge or defense of a guarantor. Subject to Section 6.06 hereof, each Guarantor

hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in

the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and

all demands whatsoever and covenant that this Guaranty shall not be discharged except by complete performance of the obligations contained

in the Notes and this Indenture.

If any Holder or the Trustee

is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar

official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranty,

to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that

it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until

payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand,

and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as

provided in Article VI hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition

preventing such acceleration in respect of the obligations guaranteed hereby and (y) in the event of any declaration of acceleration

of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become

due and payable by the Guarantors for the purpose of this Guaranty.

Section 10.02         Limitation

on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of

all such parties that the Guaranty of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy

Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable

to any Guaranty or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent

subsidiary to the extent applicable to any Guaranty. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors

hereby irrevocably agree that the obligations of such Guarantor will, after giving effect to such maximum amount and all other contingent

and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to

receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor

under this Article X, result in the obligations of such Guarantor under its Guaranty not constituting a fraudulent transfer

or conveyance or such unlawful shareholder distribution. Each Guarantor that makes a payment for distribution under its Guaranty is entitled

to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Section 10.03         Execution

and Delivery of Guaranty. To evidence its Guaranty set forth in Section 10.01, each Guarantor hereby agrees that a notation

of such Guaranty substantially in the form included in Exhibit D shall be endorsed by an Officer of such Guarantor on each

Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by an Officer.

Each Guarantor hereby agrees

that its Guaranty set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse

on each Note a notation of such Guaranty.

If an Officer whose signature

is on this Indenture or on the Guaranty no longer holds that office at the time the Trustee authenticates the Note on which a Guaranty

is endorsed, the Guaranty shall be valid nevertheless.

The delivery of any Note

by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guaranty set forth in this Indenture

on behalf of the Guarantors.

In addition, Parent and the

Issuers shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 4.14,

and each Subsidiary of Parent that Parent or the Issuers cause to become a Subsidiary Guarantor pursuant to Section 4.14,

to promptly execute and deliver to the Trustee a Supplemental Indenture substantially in the form set forth in Exhibit E

to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guaranty on substantially

the terms set forth in this Article X. Concurrently therewith, the Issuers shall deliver to the Trustee an Opinion of Counsel

in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized,

executed and delivered by such Restricted Subsidiary.

Section 10.04         Release

of a Guarantor. A Guarantor shall be automatically and unconditionally released from its obligations under its Guaranty and its obligations

under this Indenture in the event of:

(a)          any

sale, exchange or transfer, to any Person that is not a Subsidiary of Parent or an Issuer of Capital Stock held by Parent or the Restricted

Subsidiaries in, or all or substantially all the assets of, such Subsidiary Guarantor (which sale, exchange or transfer is not prohibited

by this Indenture) such that, immediately after giving effect to such transaction, such Subsidiary Guarantor would no longer constitute

a Subsidiary of Parent or an Issuer,

(b)          in

connection with the merger or consolidation of a Subsidiary Guarantor with (a) Parent, (b) an Issuer or (c) any other

Subsidiary Guarantor (provided that the surviving entity remains or becomes a Subsidiary Guarantor),

the Issuers properly designate any Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture,

(d)          upon

the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture,

(e)          upon

a liquidation or dissolution of a Subsidiary Guarantor permitted under this Indenture, or

(f)          upon

the release or discharge of the Guaranty or Indebtedness that resulted in the creation of such Subsidiary Guaranty and any other Guaranty

by such Subsidiary of the Credit Agreement and any other Capital Markets Indebtedness, except a discharge or release by or as a result

of payment under such Guaranty.

The Trustee may execute an

appropriate instrument prepared by the Issuers evidencing the release of a Guarantor from its obligations under its Guaranty and this

Indenture upon receipt of a request by the Issuers or such Guarantor accompanied by an Officer’s Certificate and an Opinion of

Counsel certifying as to the compliance with this Section 10.04; provided, however, that the legal counsel

delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuers.

Subject to Article V

hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into

an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance

of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Article XI

MISCELLANEOUS

Section 11.01         Trust

Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required

or deemed to be included in this Indenture by the Trust Indenture Act, such required or deemed provision shall control.

Section 11.02         Notices.

Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand

delivery, by telex, by nationally recognized overnight courier service, by telecopy or email or registered or certified mail, postage

prepaid, return receipt requested, addressed as follows:

If to the Issuers:

RHP Hotel Properties, LP

RHP Finance Corporation

c/o Ryman Hospitality Properties, Inc.

One Gaylord Drive

Nashville, Tennessee 37214

Facsimile No.: (615) 316-6544

Attention: Scott Lynn, General Counsel

with a copy to:

Bass, Berry & Sims PLC

21 Platform Way South, Suite 3500

Nashville, Tennessee 37203

Facsimile No.: (615) 742-6293

Attention: F. Mitchell Walker, Jr.

and a copy to:

Bass, Berry &

Sims PLC

21 Platform Way South, Suite 3500

Nashville, Tennessee 37203

Facsimile No.: (615) 742-6293

Attention: Lori Morgan

If to Parent or any other Guarantor:

Ryman Hospitality Properties, Inc.

One Gaylord Drive

Nashville, Tennessee 37214

Facsimile No.: (615) 316-6544

Attention: Scott Lynn, General Counsel

with a copy to:

Bass, Berry & Sims PLC

21 Platform Way South, Suite 3500

Nashville, Tennessee 37203

Facsimile No.: (615) 742-6293

Attention: F. Mitchell Walker, Jr.

and a copy to:

Bass, Berry &

Sims PLC

21 Platform Way South, Suite 3500

Nashville, Tennessee 37203

Facsimile No.: (615) 742-6293

Attention: Lori Morgan

if to the Trustee:

U.S. Bank Trust Company, National Association

111 Fillmore Avenue E

EP-MN-WS3C

Saint Paul, MN 55107-1419

Fax No.: (651) 466-7430

Attn: Corporate Trust Services, Ryman Administrator

Each of the Issuers and the

Trustee by written notice to each other such Person may designate additional or different addresses for notices to such Person. Any notice

or communication to the Issuers and the Trustee shall be deemed to have been given or made as of the date so delivered if personally

delivered; when replied to; when receipt is acknowledged, if telecopied; five (5) calendar days after mailing if sent by registered

or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received

by the addressee); and next Business Day if by nationally recognized overnight courier service.

Any notice or communication

mailed to a Holder shall be mailed to such Holder by first class mail or other equivalent means at such Holder’s address as it

appears on the registration books of the Registrar and shall be sufficiently given to such Holder if so mailed within the time prescribed.

Failure to mail a notice

or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication

is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Notwithstanding any other

provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption

or repurchase) to a Holder (whether by mail or otherwise), so long as no Physical Notes are outstanding such notice shall be sufficiently

given if given to the Depository (or its designee) pursuant to the standing instructions from the Depository or its designee, including

by electronic mail in accordance with accepted practices or procedures at the Depository.

Section 11.03         Communications

by Holders with Other Holders. Holders may communicate pursuant to Trust Indenture Act § 312(b) with other Holders with

respect to their rights under this Indenture, the Notes or any Guaranty. The Issuers, the Trustee, the Registrar and any other Person

shall have the protection of Trust Indenture Act § 312(c).

Section 11.04         Certificate

and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to take any action under this

Indenture, the Issuers shall furnish to the Trustee at the request of the Trustee:

(a)          an

Officer’s Certificate, in form and substance satisfactory to the Trustee, stating that, in the opinion of the signers, all conditions

precedent to be performed or effected by the Issuers, if any, provided for in this Indenture relating to the proposed action have been

complied with; and

(b)          an

Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 11.05       Statements

Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided

for in this Indenture, other than the Officer’s Certificate required by Section 4.05, shall include:

(a)          a

statement that the Person making such certificate or opinion has read such covenant or condition;

(b)          a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express

an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and

(d)          a

statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with; provided,

however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates

of public officials.

Section 11.06         Rules by

Paying Agent or Registrar. The Paying Agent or Registrar may make reasonable rules and set reasonable requirements for their

functions.

Section 11.07         Legal

Holidays. In any case where any date on which a payment under this Indenture is required to be made shall not be a Business Day,

then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal and premium (if any) need

not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the first

such date, and no interest shall accrue on such payment for the intervening period.

Section 11.08         Governing

Law; Waiver of Jury Trial. This Indenture, the Notes and any Guaranty will be governed by and construed in accordance with the laws

of the State of New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any

and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Notes, any Guaranty or the transaction

contemplated hereby.

Section 11.09         No

Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement

of any of the Issuers or any of their Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 11.10         No

Recourse Against Others. No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for

any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Issuers

or the Guarantors in this Indenture, or in any of the Notes or Guaranties or because of the creation of any Indebtedness represented

hereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Issuers or the Guarantors

or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. Such waiver and release

are part of the consideration for issuance of the Notes.

Section 11.11         Successors.

All agreements of the Issuers and the Subsidiary Guarantors in this Indenture, the Notes and any Guaranty shall bind their respective

successors. All agreements of the Trustee in this Indenture shall bind its successor.

Section 11.12         Duplicate

Originals; Electronic Signatures. All parties may sign any number of copies of this Indenture. Each signed copy or counterpart shall

be an original, but all of them together shall represent the same agreement. Delivery of an executed counterpart of a signature page to

this Indenture by facsimile, .pdf transmission, email or other electronic means shall be effective as delivery of a manually executed

counterpart of this Indenture. Notwithstanding anything to the contrary in this Section 11.12, this Indenture and any notice

or other communication sent to the Trustee hereunder requiring a signature must be signed manually or by way of a digital signature provided

by DocuSign (or such other digital signature provider as specified in writing by the Trustee from time to time). Issuers agree to assume

all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including

without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 11.13         Severability.

To the extent permitted by applicable law, in case any one or more of the provisions in this Indenture, in the Notes or in any Guaranty

shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such

provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended

that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 11.14         U.S.A.

Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like

all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and

record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.

The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee

to satisfy the requirements of the U.S.A. Patriot Act.

Section 11.15         Force

Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder

arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages,

accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,

loss or malfunctions or utilities, communications or computer (software and hardware) services; it being understood that the Trustee

shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable

under the circumstances.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed all as of the date first written above.

RHP HOTEL PROPERTIES, LP

as Issuer

By:

RHP Partner, LLC,

as sole general partner of RHP Hotel Properties, LP

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RHP FINANCE CORPORATION

as Issuer

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RYMAN HOSPITALITY PROPERTIES,INC.

as Parent and a Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President and Chief Executive Officer

[Signature Page to Indenture]

AURORA

CONVENTION CENTER HOTEL, LLC

Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

AURORA

CONVENTION CENTER HOTEL INVESTORS, LLC

Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

OPRYLAND

HOSPITALITY, LLC

Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RHPAHP,

LLC

Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RHP

HOTELS, LLC

Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

[Signature Page to Indenture]

RHP

PARTNER, LLC

Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RHP

PROPERTY AR, LLC

Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RHP

PROPERTY GP, LP

Guarantor

By:

Opryland Hospitality, LLC,

sole general partner of RHP Property GP, LP

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RHP

PROPERTY GT, LLC

Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

[Signature Page to Indenture]

RHP PROPERTY GT, LP

as Guarantor

By:

Opryland Hospitality, LLC,

as sole general partner of RHP Property GT, LP

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RHP PROPERTY NH, LLC

as Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

RHP PROPERTY SA, LLC

as Guarantor

By:

/s/ Mark Fioravanti

Name:

Mark Fioravanti

Title:

President

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

By:

/s/ Joshua A. Han

Name:

Joshua A. Hahn

Title:

Vice President

[Signature Page to Indenture]

EXHIBIT A

[Insert the Global Note Legend, if applicable

pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if

applicable pursuant to the provisions of the Indenture]

RHP HOTEL PROPERTIES, LP

RHP FINANCE CORPORATION

6.250% Senior Notes due 2035

CUSIP No.

No. [ ] $[ ]

RHP

HOTEL PROPERTIES, LP, a Delaware limited partnership, and RHP FINANCE CORPORATION, a Delaware corporation (the “Issuers”),

for value received promise to pay to Cede & Co., or its registered assigns, the principal sum of [ ] DOLLARS ($[__]) [or such

other amount as is provided in a schedule attached hereto]1 on February 15, 2035.

Interest Payment Dates: February 15

and August 15, commencing February 15, 2027.

Record Dates: February 1

and August 1.

Reference is made to the

further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Issuers

have caused this Note to be signed manually or by facsimile by its duly authorized officer.

Dated:

RHP HOTEL PROPERTIES, LP

RHP FINANCE CORPORATION

as Issuers,

By:

Name:

Title:

1 This language should

be included only if the Note is issued in global form.

A-1

[FORM OF] TRUSTEE’S CERTIFICATE

OF AUTHENTICATION

This is one of the 6.250%

Senior Notes due 2035 described in the within-mentioned Indenture.

Dated:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee,

By:

Authorized Signatory

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(Reverse of Note)

6.250% Senior Notes due 2035

Capitalized terms used herein shall have the meanings

assigned to them in the Indenture referred to below unless otherwise indicated.

SECTION 1.         Interest.

RHP Hotel Properties, LP, a Delaware limited partnership, and RHP Finance Corporation, a Delaware corporation (the “Issuers”),

promise to pay interest on the principal amount of this Note at 6.250% per annum from August 25, 2026, until maturity. The Issuers

will pay interest semi-annually on February 15 and August 15 of each year, or if any such day is not a Business Day, on the

next succeeding Business Day (each an “Interest Payment Date”), commencing February 15, 2027. Interest on the

Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 25, 2026.

The Issuers shall pay interest on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest

rate applicable to the Notes; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods)

from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve

30-day months.

SECTION 2.         Method

of Payment. The Issuers will pay interest on the Notes to the Persons who are registered Holders at the close of business on the

February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and

on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.

The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Issuers shall pay principal,

premium, if any, and interest on the Notes in such coin or currency of the United States of America as at the time of payment is legal

tender for payment of public and private debts (“U.S. Legal Tender”). Principal, premium, if any, and interest on

the Notes will be payable at the office or agency of the Issuers maintained for such purpose [except that, at the option of the Issuers,

the payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders

of Notes].2 Until otherwise designated by the Issuers, the Issuers’ office or agency

will be the office of the Trustee maintained for such purpose.

SECTION 3.         Paying

Agent and Registrar. Initially, U.S. Bank Trust Company, National Association, the Trustee under the Indenture, will act as Paying

Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. Except as provided in the Indenture,

Parent or any of its Subsidiaries may act in any such capacity.

SECTION 4.         Indenture.

The Issuers issued the Notes under an Indenture, dated as of August 25, 2026 (“Indenture”) by and among the Issuers,

Ryman Hospitality Properties, Inc., a Delaware corporation, as a Guarantor, the other Guarantors and the Trustee. Subject to the

terms of the Indenture, the Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture. The terms

of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939,

as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “Trust Indenture Act”). The Notes are subject to all such

terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision

of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

2 To be included only in Physical Notes.

A-3

SECTION 5.         Optional

Redemption. Prior to August 15, 2029, the Issuers will be entitled at their option to redeem all or any portion of the Notes

at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable Premium as of, and any accrued and unpaid

interest, if any, up to, but excluding, the Redemption Date (subject to the right of each Holder on the relevant Record Date to receive

interest due on the relevant Interest Payment Date).

On or after August 15,

2029, the Issuers may redeem the Notes in whole or from time to time in part, at the Redemption Prices (expressed as percentages of the

principal amount thereof) set forth below, plus accrued and unpaid interest, if any, up 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), if redeemed

during the 12-month period beginning on August 15 of each of the years indicated below:

Year

Percentage

2029

103.125 %

2030

101.563 %

2031 and thereafter

100.000 %

SECTION 6.         Optional

Redemption upon Equity Offerings. At any time prior to August 15, 2029, the Issuers may redeem, on any one or more occasions,

with all or a portion of the net cash proceeds of one or more Equity Offerings (within 90 days of the consummation of any such Equity

Offering), up to 40% of the aggregate principal amount of the Notes (including any Additional Notes) at a Redemption Price (expressed

as a percentage of the aggregate principal amount of the Notes so redeemed) equal to 106.250% plus accrued and unpaid interest, if any,

up 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, however, that at least 60% of the original aggregate principal amount

of the Notes must remain outstanding immediately after each such redemption.

SECTION 7.         Notice

of Redemption. Subject to Section 3.03 of the Indenture, notice of any optional redemption of any Notes will be given

to Holders at their addresses, as shown in the Notes register, not more than 60 nor less than 15 days prior to the date fixed for redemption.

The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by the holder

to be redeemed and the conditions precedent, if any, to the redemption. If the Redemption Price is not ascertainable at the time of notice,

a notice of redemption shall instead include a brief summary of the manner of calculation of the Redemption Price and a supplemental

notice will be given to the Holders (with a copy to the Trustee) upon such Redemption Price becoming ascertainable. No Notes of $2,000

or less shall be redeemed in part. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for

redemption subject to Section 3.04 of the Indenture.

A-4

Notice of any Special Mandatory

Redemption shall be sent in accordance with Section 3.08(a) of the Indenture.

SECTION 8.         Mandatory

Redemption and Sinking Fund Payments. Except as set forth in Section 3.08 of the Indenture, the Issuers shall not be required

to make mandatory redemption payments with respect to the Notes. The Issuers shall not be required to make sinking fund payments with

respect to the Notes.

SECTION 9.         Repurchase

at Option of Holder. Upon the occurrence of a Change of Control Triggering Event, and subject to certain conditions set forth in

the Indenture, the Issuers will be required to offer to purchase all of the outstanding Notes at a purchase price equal to 101% of the

principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the date of repurchase.

The Issuers are, subject

to certain conditions and exceptions set forth in the Indenture, obligated to make an offer to purchase Notes at 100% of their principal

amount, plus accrued and unpaid interest, if any, up to, but excluding, the date of repurchase, with certain Net Cash Proceeds of certain

sales or other dispositions of assets in accordance with the Indenture.

SECTION 10.         Denominations,

Transfer Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in

excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the

Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require

a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers and the Registrar are not required to transfer

or exchange any Note selected for redemption. Also, the Issuers and the Registrar are not required to transfer or exchange any Notes

for a period of 15 days before a selection of Notes to be redeemed.

SECTION 11.         Persons

Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

SECTION 12.         Amendment,

Supplement and Waiver. Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the written

consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or

compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes

then outstanding. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture, the Notes and

the Guaranties as provided in the Indenture.

SECTION 13.         Defaults

and Remedies. If an Event of Default occurs and is continuing (other than as specified in clauses (h) and (i) of

Section 6.01 that occurs with respect to an Issuer), the Trustee or the Holders of at least 25% in principal amount of the

then outstanding Notes may declare the principal of, premium, if any, and accrued interest on the Notes to be due and payable immediately

in accordance with the provisions of Section 6.02. Notwithstanding the foregoing, in the case of an Event of Default arising

from clause (h) or (i) of Section 6.01, with respect to an Issuer, all outstanding Notes will become

due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided

in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct

the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default

if it determines that withholding notice is in their interest in accordance with Section 7.05. The Holders of a majority

in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes

waive any existing Default and its consequences under the Indenture except a Default in the payment of principal of, or interest on,

any Note as specified in Section 6.01(a) and (b).

A-5

SECTION 14.         Restrictive

Covenants. The Indenture contains certain covenants as set forth in Article IV of the Indenture.

SECTION 15.         No

Recourse Against Others. No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for

any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Issuers

or the Guarantors in the Indenture, or in any of the Notes or any Guaranty or because of the creation of any Indebtedness represented

thereby, shall be had against any incorporator, stockholder, officer, director, employee or controlling person of the Issuers or the

Guarantors or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. Such waiver

and release are part of the consideration for issuance of the Notes.

SECTION 16.         Guaranties.

This Note will be entitled to the benefits of certain Guaranties made for the benefit of the Holders. Reference is hereby made to the

Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee

and the Holders.

SECTION 17.         Authentication.

This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

SECTION 18.         Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants

by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=

Uniform Gifts to Minors Act).

SECTION 19.         CUSIP

and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers

have caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP or ISIN numbers in notices of redemption

as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained

in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

SECTION 20.         Governing

Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The Issuers will furnish

to any Holder upon written request and without charge a copy of the Indenture.

A-6

ASSIGNMENT FORM

I or we assign and transfer this Note to

(Print or type name, address and zip code of assignee or transferee)

(Insert Social Security or other identifying number of assignee or

transferee)

and irrevocably appoint _______________ agent to transfer this Note

on the books of the Issuers. The agent may substitute another to act for him.

Dated:

Signed:

(Sign exactly

as name appears on the other side of this Note)

Signature

Guaranty:

Participant in a recognized Signature Guaranty

Medallion Program (or other signature guarantor program reasonably

acceptable to the Trustee)

In connection with any transfer of this Note occurring

prior to the date which is the date following the second anniversary of the original issuance of this Note, the undersigned confirms

that it has not utilized any general solicitation or general advertising in connection with the transfer and is making the transfer pursuant

to one of the following:

[Check One]

(1) ¨          to

the Issuers or a subsidiary thereof; or

(2) ¨         to

a person who the transferor reasonably believes is a “qualified institutional buyer” pursuant to and in compliance with

Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or

(3) ¨         outside

the United States to a non-“U.S. person” as defined in Rule 902 of Regulation S under the Securities Act in

compliance with Rule 904 of Regulation S under the Securities Act; or

(4) ¨         pursuant

to the exemption from registration provided by Rule 144 under the Securities Act; or

(5) ¨         pursuant

to an effective registration statement under the Securities Act;

and unless the box below is checked, the undersigned

confirms that such Note is not being transferred to an “affiliate” of the Issuers as defined in Rule 144 under the Securities

Act (an “Affiliate”):

(6) ¨         The

transferee is an Affiliate of the Issuers.

A-7

Unless one of the foregoing

items (1) through (6) is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the

name of any person other than the registered Holder thereof; provided, however, that if item (3) or (4) is checked,

the Issuers or the Trustee may require, prior to registering any such transfer of the Notes, in their sole discretion, such written legal

opinions, certifications (including an investment letter in the case of box (3)) and other information as the Trustee or the Issuers

has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to,

the registration requirements of the Securities Act.

If none of the foregoing

items (1) through (5) are checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any

person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.15

of the Indenture shall have been satisfied.

Dated:

Signed:

(Sign exactly

as name appears on the other side of this Note)

Signature

Guaranty:

Medallion Program (or other signature

Participant in a recognized Signature Guaranty

guarantor program reasonably

acceptable to the Trustee)

A-8

TO BE COMPLETED BY PURCHASER IF (2) ABOVE

IS CHECKED

The undersigned represents

and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion

and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities

Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information

regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and

that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption

from registration provided by Rule 144A.

Dated: _________________

NOTICE: To be executed by an executive officer

A-9

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have

this Note purchased by the Issuers pursuant to Section 4.07 or Section 4.11 of the Indenture, check the appropriate box:

Section 4.07

¨         Section 4.11 ¨

If you want to elect to have

only part of this Note purchased by the Issuers pursuant to Section 4.07 or Section 4.11 of the Indenture, state

the amount (in denominations of $2,000 and integral multiples of $1,000 in excess thereof): $___________

Dated:

Signed:

(Sign exactly

as name appears on the other side of this Note)

Signature

Guaranty:

Medallion Program (or other signature

Participant in a recognized Signature Guaranty

guarantor program reasonably

acceptable to the Trustee)

A-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL

NOTE3

The following exchanges of

a part of this Global Note for an interest in another Global Note or for a Physical Note, or exchanges of a part of another Global Note

or Physical Note for an interest in this Global Note, have been made:

Date

of Exchange

Amount

decrease in

Principal

Amount of

the Global

Note

Amount

increase in

Principal

Amount of

this Global

Note

Principal

Amount of

this Global

Note

following

such decrease

(or increase)

Signature

authorized

officer of

Trustee of

Note

custodian

3 This schedule

should be included only if the Note is issued in global form.

A-11

EXHIBIT B

FORM OF LEGENDS

Each Global Note and Physical

Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the following legend set forth below (the “Private

Placement Legend”) on the face thereof until the Private Placement Legend is removed or not required in accordance with Section 2.15(e) of

the Indenture:

“THIS SECURITY HAS

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING

THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUERS THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR

TO THE LATER OF THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR OF ANY ADDITIONAL NOTES OR (Y) BY

ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER

CASE OTHER THAN:

(1)          TO

THE ISSUERS,

(2)          SO

LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM

THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR

FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN

RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),

(3)          IN

AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON

THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),

(4)          TO

AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER

THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY)

THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE

COMPANY OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE,

(5)          PURSUANT

TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR

B-1

(6)          PURSUANT

TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES

LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE

COMPANY AND THE TRUSTEE SUCH CERTIFICATES, OPINIONS OF COUNSEL AND OTHER INFORMATION AS REQUIRED UNDER THE INDENTURE TO CONFIRM THAT

THE TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS

AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING

FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), THAT IT IS AN INSTITUTION

THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES

ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED

STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER

THE SECURITIES ACT.”

Each Global Note authenticated and delivered hereunder

shall also bear the following legend:

THIS NOTE IS A GLOBAL NOTE

WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY

OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS

NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE

AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF

THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS

PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS

OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &

CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE

BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

B-2

TRANSFERS OF THIS GLOBAL

NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S

NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH

IN SECTION 2.15 OF THE INDENTURE.

[[FOR REGULATION S GLOBAL

SECURITY ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE

UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF

SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

B-3

EXHIBIT C

Form of Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S

[ ],[ ]

U.S. Bank Trust Company, National Association

111 Fillmore Avenue

St. Paul, MN 55107

Attention: [ ]

Facsimile: [ ]

Re: RHP Hotel Properties, LP and

RHP Finance Corporation (the “Issuers”)

6.250% Senior Notes due 2035 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed

sale of $[ ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with

Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent

that:

(1) the offer of the

Notes was not made to a person in the United States;

(2) either (a) at

the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably

believed that the transferee was outside the United States, or the transaction was executed in, on or through the facilities of a designated

offshore securities market and neither we nor any person acting on our behalf knows that the transaction has been prearranged with a

buyer in the United States;

(3) no directed selling

efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of

Regulation S, as applicable;

(4) the transaction

is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) we have advised

the transferee of the transfer restrictions applicable to the Notes.

You, as Trustee, the Issuers,

counsel for the Issuers and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy

hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Terms used in this certificate have the meanings set forth in Regulation S.

C-1

Very truly yours

[Name of Transferor]

By:

Name:

Title:

C-2

EXHIBIT D

FORM OF GUARANTY

For value received, each

of the undersigned (including any successor Person under the Indenture) hereby unconditionally guarantees, jointly and severally, to

the extent set forth in the Indenture (as defined below) to the Holder of this Note the payment of principal, premium, if any, and interest

on this Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of

this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuers

under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations

of this Note, the Indenture, including Article X thereof, and this Guaranty. This Guaranty will become effective in accordance with

Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guaranty shall not be

affected by the fact that it is not affixed to any particular Note.

Capitalized terms used but

not defined herein shall have the meanings ascribed to them in the Indenture, dated as of August 25, 2026, among RHP Hotel Properties,

LP, a Delaware limited partnership (“Opco”), RHP Finance Corporation, a Delaware corporation (“Finco”

and, together with Opco, the “Issuers”, each, an “Issuer”), Ryman Hospitality Properties, Inc.,

a Delaware corporation (the “Parent”), as Guarantor, each of the other Guarantors named herein, as Guarantors, and

U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America,

as Trustee (the “Trustee”), as amended or supplemented (the “Indenture”).

The obligations of the undersigned

to the Holders of Notes and to the Trustee pursuant to this Guaranty and the Indenture are expressly set forth in Article X of the

Indenture and reference is hereby made to the Indenture for the precise terms of the Guaranty and all of the other provisions of the

Indenture to which this Guaranty relates.

No director, officer, employee,

incorporator, stockholder or controlling person or any successor Person thereof of any Guarantor, as such, shall have any liability for

any obligations of such Guarantors under such Guarantors’ Guaranty or the Indenture or for any claim based on, in respect of, or

by reason of, such obligation or its creation.

This Guaranty shall be governed

by, and construed in accordance with, the laws of the State of New York.

This Guaranty is subject

to release upon the terms set forth in the Indenture.

D-1

IN WITNESS WHEREOF, each Guarantor has caused

its Guaranty to be duly executed.

[ ]

By:

Name:

D-2

EXHIBIT E

Form of Supplemental Indenture in Respect

of Subsidiary Guaranty

SUPPLEMENTAL INDENTURE, dated

as of [_________] (this “Supplemental Indenture”), among [name of Subsidiary Guarantor(s)] (the “Subsidiary

Guarantor(s)”), RHP Hotel Properties, LP, a Delaware limited partnership (“Opco”) RHP Finance Corporation,

a Delaware corporation (“Finco” and, together with Opco, the “Issuers”, each, an “Issuer”),

Ryman Hospitality Properties, Inc., a Delaware corporation (the “Parent”), as Guarantor, each other then existing

Guarantor under the Indenture referred to below (together with Parent, the “Existing Guarantors”), and U.S. Bank Trust

Company, National Association, a national banking association organized under the laws of the United States of America, as Trustee (the

“Trustee”) under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Issuers, any

Existing Guarantors and the Trustee have heretofore become parties to an Indenture, dated as of August 25, 2026 (as amended, supplemented,

waived or otherwise modified, the “Indenture”), providing for the issuance of 6.250% Senior Notes due 2035 of the

Issuers (the “Notes”);

WHEREAS, Section 4.14

of the Indenture provides that the Issuers are required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental

indenture pursuant to which the Subsidiary Guarantor(s) shall guarantee the Obligations of the Issuers pursuant to a Subsidiary

Guaranty on the terms and conditions set forth herein and in Article X of the Indenture;

WHEREAS, [each] Subsidiary

Guarantor desires to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit

in that the financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition

of the Issuers, the obligations hereunder of which such Subsidiary Guarantor has guaranteed; and

WHEREAS, pursuant to Section 9.02

of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without

the consent of any Holder;

NOW, THEREFORE, in consideration

of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantor(s),

the Issuers, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental

Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein

as therein defined. The words “herein,” “hereof” and “hereby”

and other words of similar import used in this Supplemental Indenture refer to this Supplemental

Indenture as a whole and not to any particular Section hereof.

E-1

2. Agreement to Guarantee. [The] [Each]

Subsidiary Guarantor hereby agrees, jointly and severally with all other Guarantors and irrevocably,

fully and unconditionally, to Guarantee the Obligations under the Indenture and the Notes

on the terms and subject to the conditions set forth in Article X of the Indenture

and to be bound by (and shall be entitled to the benefits of) all other applicable provisions

of the Indenture as a Subsidiary Guarantor.

3. Termination, Release and Discharge.

[The] [Each] Subsidiary Guarantor’s Subsidiary Guaranty shall terminate and be of no

further force or effect, and [the] [each] Subsidiary Guarantor shall be released and discharged

from all obligations in respect of such Subsidiary Guaranty, as and when provided in Section 10.04

of the Indenture.

4. Parties. Nothing in this Supplemental

Indenture is intended or shall be construed to give any Person, other than the Holders and

the Trustee, any legal or equitable right, remedy or claim under or in respect of [the] [each]

Subsidiary Guarantor’s Subsidiary Guaranty or any provision contained herein or in

Article X of the Indenture.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE

SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF

OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES, THE SUPPLEMENTAL GUARANTIES OR THE

TRANSACTIONS CONTEMPLATION HEREBY.

6. Ratification of Indenture; Supplemental

Indentures Part of Indenture. Except as expressly amended hereby, the Indenture

is in all respects ratified and confirmed and all the terms, conditions and provisions thereof

shall remain in full force and effect. This Supplemental Indenture shall form a part of the

Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated

and delivered shall be bound hereby. The Trustee makes no representation or warranty as to

the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals

to this Supplemental Indenture.

7. Counterparts. The parties hereto may

sign one or more copies of this Supplemental Indenture in counterparts, all of which together

shall constitute one and the same agreement.

8. Headings. The Section headings

herein are for convenience of reference only and shall not be deemed to alter or affect the

meaning or interpretation of any provisions hereof.

E-2

IN WITNESS WHEREOF, the parties hereto have caused

this Supplemental Indenture to be duly executed as of the date first above written.

[NAME OF SUBSIDIARY GUARANTOR(S)]

as Subsidiary Guarantor

By:

Name:

Title:

RHP HOTEL PROPERTIES, LP

By:

RHP Partner, LLC,

as sole general partner of RHP Hotel Properties, LP

By:

Name:

Title:

RHP FINANCE CORPORATION

By:

Name:

Title:

RYMAN HOSPITALITY PROPERTIES,INC.

By:

Name:

Title:

E-3

AURORA CONVENTION CENTER HOTEL, LLC

By:

Name:

Title:

AURORA CONVENTION CENTER HOTEL INVESTORS, LLC

By:

Name:

Title:

OPRYLAND HOSPITALITY, LLC

By:

Name:

Title:

RHPAHP, LLC

By:

Name:

Title:

RHP HOTELS, LLC

By:

Name:

Title:

E-4

RHP PARTNER, LLC

By:

Name:

Title:

RHP PROPERTY AR, LLC

By:

Name:

Title:

RHP PROPERTY GP, LP

By:

Opryland Hospitality, LLC, as sole general partner of RHP Property GP, LP

By:

Name:

Title:

RHP PROPERTY GT, LLC

By:

Name:

Title:

RHP PROPERTY GT, LP

By:

Opryland Hospitality, LLC, as sole general partner of RHP Property GT, LP

By:

Name:

Title:

E-5

RHP PROPERTY NH, LLC

By:

Name:

Title:

RHP PROPERTY SA, LLC

By:

Name:

Title:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

By:

Name:

Title:

E-6

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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