EXHIBIT
4.1












PENINSULA
GAMING, LLC




AND




PENINSULA
GAMING CORP.




(as
Issuers)




$240,000,000




8.375%
Senior Secured Notes due 2015




_____________




INDENTURE




Dated as
of August 6, 2009




_____________




U.S. BANK
NATIONAL ASSOCIATION




(as
Trustee and Collateral Agent)















NY\1553136.6







TABLE
OF CONTENTS
  Page
 ARTICLE
      I   DEFINITIONS AND INCORPORATION BY
    REFERENCE
                1SECTION
      1.1
                DEFINITIONS
                1SECTION
      1.2
                OTHER
      DEFINITIONS
                33SECTION
      1.3
                INCORPORATION
      BY REFERENCE OF TRUST INDENTURE ACT
                33SECTION
      1.4
                RULES
      OF CONSTRUCTION
                34ARTICLE
      II   THE NOTES
                
                34SECTION
      2.1
                FORM
      AND DATING
                34SECTION
      2.2
                EXECUTION
      AND AUTHENTICATION
                35SECTION
      2.3
                REGISTRAR,
      PAYING AGENT AND DEPOSITORY
                36SECTION
      2.4
                PAYING
      AGENT TO HOLD MONEY IN TRUST
                36SECTION
      2.5
                HOLDER
      LISTS
                36SECTION
      2.6
                TRANSFER
      AND EXCHANGE
                37SECTION
      2.7
                REPLACEMENT
      NOTES
                51SECTION
      2.8
                OUTSTANDING
      NOTES
                51SECTION
      2.9
                TREASURY
      NOTES
                52SECTION
      2.10
                TEMPORARY
      NOTES
                52SECTION
      2.11
                CANCELLATION
                52SECTION
      2.12
                DEFAULTED
      INTEREST
                52SECTION
      2.13
                CUSIP
      NUMBERS
                53SECTION
      2.14
                ISSUANCE
      OF ADDITIONAL NOTES
                54ARTICLE
      III   REDEMPTION
                
                54SECTION
      3.1
                NOTICES
      TO TRUSTEE
                54SECTION
      3.2
                SELECTION
      OF NTOES TO BE REDEEMED
                54SECTION
      3.3
                NOTICE
      OF REEMPTION
                54SECTION
      3.4
                EFFECT
      OF NOTICE OF REDEMPTION
                55SECTION
      3.5
                DEPOSIT
      OF REDEMPTION PRICE
                56SECTION
      3.6
                NOTES
      REDEEMED IN PART
                56SECTION
      3.7
                OPTIONAL
      REDEMPTION
                56SECTION
      3.8
                REGULARTORY
      REDEMPTION
                57SECTION
      3.9
                MANDATORY
      REDEMPTION
                58ARTICLE
      IV   COVENANTS
                
                58SECTION
      4.1
                PAYMENT
      OF NOTES
                58SECTION
      4.2
                MAINTENANCE
      OF OFFICE OR AGENCY
                59SECTION
      4.3
                SEC
      REPORTS AND REPORTS TO HOLDERS
                59SECTION
      4.4
                COMPLIANCE
      CERTIFICATE
                60SECTION
      4.5
                TAXES
                60SECTION
      4.6
                STAY,
      EXTENSION AND USURY LAWS
                60SECTION
      4.7
                LIMITATION
      ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED EQUIPTY
      INTERESTS
                61
 
 
  Page
 SECTION
      4.8
              LIMITATION
      ON LIENS
              64SECTION
      4.9
              LIMITATION
      ON RESTRICTED PAYMENTS
              64SECTION
      4.10
              LIMITATION
      ON RESTRICTIONS ON SUSIDIARY DIVIDENDS
              67SECTION
      4.11
              ADDITIONAL
      COLLATERAL
              68SECTION
      4.12
              LIMITATION
      ON TRANSACTIONS WITH AFFILIATES
              68SECTION
      4.13
              LIMITATION
      ON ASSET SALES
              70SECTION
      4.14
              RESTRICTION
      ON SALE AND ISSUANCE OF SUBSIDIARY STOCK
              72SECTION
      4.15
              REPURCHASE
      UPON A CHANGE OF CONTROL
              72SECTION
      4.16
              SUBSIDIARY
      GUARANTORS
              73SECTION
      4.17
              LIMITATION
      ON STATUS AS INVESTMENT COMPANY
              73SECTION
      4.18
              MAINTENANCE
      OF PROPERTIES AND INSURANCE
              74SECTION
      4.19
              CORPORATE
      EXISTENCE
              74SECTION
      4.20
              RESTRICTIONS
      ON ACTIVITIES OF CAPITAL CORP
              74SECTION
      4.21
              ENTITY
      CLASSIFICATION
              75SECTION
      4.22
              RULE
      144A INFORMATION
              75ARTICLE
      V   SUCCESSORS
              
              75SECTION
      5.1
              MERGER,
      CONSOLIDATION OR SALE OF ASSETS
              75SECTION
      5.2
              SUCCESSOR
      CORPORATION SUBSTITUTED
              76ARTICLE
      VI   DEFAULTS AND REMEDIES
              76SECTION
      6.1
              EVENTS
      OF DEFAULT
              76SECTION
      6.2
              ACCELERATION
              79SECTION
      6.3
              OTHER
      REMEDIES
              80SECTION
      6.4
              WAIVER
      OF DEFAULTS
              80SECTION
      6.5
              CONTROL
      BY MAJORITY
              80SECTION
      6.6
              LIMITATION
      ON SUITS
              81SECTION
      6.7
              RIGHTS
      OF HOLDERS OF NOTES TO RECEIVE PAYMENT
              81SECTION
      6.8
              COLLECTION
      SUIT BY TRUSTEE
              81SECTION
      6.9
              TRUSTEE
      MAY FILE PROOFS OF CLAIM
              82SECTION
      6.10
              PRIORITIES
              82SECTION
      6.11
              UNDERTAKING
      FOR COSTS
              83ARTICLE
      VII   TRUSTEE
              
              83SECTION
      7.1
              DUTIES
      OF TRUSTEE
              83SECTION
      7.2
              RIGHTS
      OF TRUSTEE
              85SECTION
      7.3
              INDIVIDUAL
      RIGHTS OF TRUSTEE
              86SECTION
      7.4
              TRUSTEE'S
      DISCLAIMER
              86SECTION
      7.5
              NOTICE
      OF DEFAULTS
              86SECTION
      7.6
              REPORTS
      BY TRUSTEE TO HOLDERS OF THE NOTES
              87SECTION
      7.7
              COMPENSATION
      AND INDEMNITY
              87SECTION
      7.8
              REPLACEMENT
      OF TRUSTEE
              88SECTION
      7.9
              SUCCESSOR
      TRUSTEE BY MERGER, ETC.
              89SECTION
      7.10
              ELIGIBILITY;
      DISQUALIFICATION
              90SECTION
      7.11
              PREFERENTIAL
      COLLECTION OF CLAIMS AGAINST ISSUERS
              90
 
 NY\1557148.5
 ii
 Page
 ARTICLE
      VIII   LEGAL DEFEASANCE AND COVENANT
    DEFEASANCE
                90SECTION
      8.1
                OPTION
      TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE
                90SECTION
      8.2
                LEGAL
      DEFEASANCE AND DISCHARGE
                90SECTION
      8.3
                COVENANTN
      DEFEASANCE
                91SECTION
      8.4
                CONDITIONS
      TO LEGAL OR COVENANT DEFEASANCE
                91SECTION
      8.5
                DEPOSITED
      MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS
      PROVISIONS
                93SECTION
      8.6
                REPAYMENT
      TO ISSUERS
                93SECTION
      8.7
                REINSTATEMENT
                94SECTION
      8.8
                SATISFACTION
      AND DISCHARGE
                94ARTICLE
      IX   AMENDMENT, SUPPLEMENT AND WAIVER
                95SECTION
      9.1
                WITHOUT
      CONSENT OF HOLDERS OF NOTES
                95SECTION
      9.2
                WITH
      CONSENT OF HOLDERS OF NOTES
                96SECTION
      9.3
                COMPLIANCE
      WITH TRUST INDENTURE ACT
                98SECTION
      9.4
                REVOCATION
      AND EFFECT OF CONSENTS
                98SECTION
      9.5
                NOTATION
      ON OR EXCHANGE OF NOTES
                99SECTION
      9.6
                TRUSTEE
      TO SIGN AMENDMENTS, ETC.
                99
   SECTION
      10.1
              SECURITY
      DOCUMENTS; SECURITY INTERESTS
              100SECTION
      10.2
              FURTHER
      ASSURANCES AND SECURITY
              100SECTION
      10.3
              OPINIONS
              102SECTION
      10.4
              RELEASE
      OF COLLATERAL
              102SECTION
      10.5
              CERTIFICATES
      OF THE ISSUERS
              103SECTION
      10.6
              AUTHORIZATION
      OF ACTIONS TO BE TAKEN BY THE COLLATERAL AGENT UNDER THE SECURITY
      DOCUMENTS AND THE INTERCREDITOR AGREEMENT
              104SECTION
      10.7
              AUTHORIZATION
      OF RECEIPT OF FUNDS BY THE COLLATERAL AGENT UNDER THE SECURITY DOCUMENTS
      AND THE INTERCREDITOR AGREEMENT
              104SECTION
      10.8
              INTERCREDITOR
      AGREEMENT
              105SECTION
      10.9
              POST-CLOSING
      OBLIGATIONS
              105ARTICLE
      XI   SUBSIDIARY GUARANTEES
              105SECTION
      11.1
              SUBSIDIARY
      GUARANTEES
              105SECTION
      11.2
              EXECUTION
      AND DELIVERY OF SUBSIDIARY GUARANTEES
              107SECTION
      11.3
              SUBSIDIARY
      GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS
              108SECTION
      11.4
              SUBSIDIARY
      GUARANTY BY FUTURE RESTRICTED SUBSIDIARIES
              109SECTION
      11.5
              RELEASE
      OF SUBSIDIARY GUARANTORS
              109SECTION
      11.6
              LIMITATION
      OF SUBSIDIARY GUARANTOR'S LIABILITY; CERTAIN BANKRUPTCY
    EVENTS
              110SECTION
      11.7
              APPLICATION
      OF CERTAIN TERMS AND PROVISIONS TO THE SUBSIDIARY
    GUARANTORS
              110
  NY\1557148.5
 iii
 
 Page
 ARTICLE
      XII   MISCELLANEOUS
              111SECTION
      12.1
              TRUST
      INDENTURE ACT CONTROLS
              111SECTION
      12.2
              NOTICES
              111SECTION
      12.3
              COMMUNICATION
      BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES
              112SECTION
      12.4
              CERTIFICATE
      AND OPINION AS TO CONDITIONS PRECEDENT
              112SECTION
      12.5
              STATEMENTS
      REQUIRED IN CERTIFICATE OR OPINION
              113SECTION
      12.6
              RULES
      BY TRUSTEE AND AGENTS
              113SECTION
      12.7
              LEGAL
      HOLIDAYS
              113SECTION
      12.8
              NO
      PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
      STOCKHOLDERS
              113SECTION
      12.9
              GOVERNING
      LAW AND SUBMISSION TO JURISDICTION
              114
 SECTION
      12.10
                NO
      ADVERSE INTERPRETATION OF OTHER AGREEMENTS
                114SECTION
      12.11
                SUCCESSORS
                115SECTION
      12.12
                SEVERABILITY
                115SECTION
      12.13
                COUNTERPART
      ORIGINALS
                115SECTION
      12.14
                TABLE
      OF CONTENTS, HEADINGS, ETC.
                115
  
 NY\1557148.5
 
 CROSS-REFERENCE
TABLE *
 
 TIA
Section                                                                                                Indenture
Section
 310(a)(1)                                                                                                      7.10
 (a)(2)                                                                                                            7.10
 (a)(3)                                                                                                            N.A.
 (a)(4)                                                                                                            N.A.
 (a)(5)                                                                                                            7.8;
7.10
 (b)                                                                                                                
7.8; 7.10; 12.2
 (c)                                                                                                                
N.A.
 311(a)                                                                                                           7.11
 (b)                                                                                                                7.11
 (c)                                                                                                                
N.A.
 312(a)                                                                                                           2.5
 (b)                                                                                                                12.3
 (c)                                                                                                                
12.3
 313(a)                                                                                                          
7.6
 (b)(1)                                                                                                           
N.A.
 (b)(2)                                                                                                           
7.6, 7.7
 (c)                                                                                                                
7.5, 7.6; 12.2
 (d)                                                                                                               
7.6
 314(a)                                                                                                          
4.3; 4.4; 12.2
 (b)                                                                                                             
  N.A.
 (c)(1)                                                                                                           
12.4
 (c)(2)                                                                                                           
12.4
 (c)(3)                                                                                                           N.A.
 (d)                                                                                                               
10.5
 (e)                                                                                                               
12.5
 (f)                                                                                                                
N.A.
 315(a)                                                                                                         
7.1(b)
 (b)                                                                                                              
7.5; 12.2
 (c)                                                                                                               
7.1(a)
 (d)                                                                                                              
7.1(c)
 (e)                                                                                                              
6.11
 316(a)(last
sentence)                                                                               2.9
 (a)(1)(A)                                                                                                     6.5
 (a)(1)(B)                                                                                                      6.4
 (a)(2)                                                                                                           N.A.
 (b)                                                                                                              
6.7
 (c)                                                                                                               
6.3
 317(a)(1)                                                                                                     6.8
 (a)(2)                                                                                                           6.9
 (b)                                                                                                               
2.4
 318(a)                                                                                                          12.1
 (c)                                                                                                                12.1
 _____________________________
 N.A.
means not applicable
 
 *
                This
      Cross-Reference table shall not, for any purpose, be deemed to be part of
      this Indenture.















INDENTURE,
dated as of August 6, 2009, by and among Peninsula Gaming, LLC, a Delaware
limited liability company, Peninsula Gaming Corp., a Delaware corporation, the
Subsidiary Guarantors (as defined herein), and U.S. Bank National Association,
as trustee and as collateral agent.




Each
party agrees as follows for the benefit of each other and for the equal and
ratable benefit of the Holders of the 8.375% Series A Senior Secured Notes due
2015 (the “Series A
Notes”) and the 8.375% Series B Senior Secured Notes due 2015 (the “Series B Notes” and, together
with the Series A Notes, the “Notes”):




ARTICLE
I


DEFINITIONS
AND INCORPORATION


BY
REFERENCE




Section
      1.1
            Definitions




“144A Global Note” means one
or more Global Notes bearing the Private Placement Legend, that shall be issued
in an aggregate amount of denominations equal in total to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.




“501 Global Note” means one or
more Global Notes bearing the Private Placement Legend that shall be issued in
an aggregate amount of denominations equal in total to the outstanding principal
amount of the Notes sold to institutional “accredited investors” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act.




“Accrued Bankruptcy Interest”
means, with respect to any Indebtedness, all interest accruing thereon after the
filing of a petition by or against the Issuers or any of the Restricted
Subsidiaries or any parent under any Bankruptcy Law, in accordance with and at
the rate (including any rate applicable upon any default or event of default, to
the extent lawful) specified in the documents evidencing or governing such
Indebtedness, whether or not the claim for such interest is allowed as a claim
after such filing in any proceeding under such Bankruptcy Law.




“Acquired Debt” means
Indebtedness of a Person or any of its subsidiaries existing at the time such
Person is merged with or into the Company or a Restricted Subsidiary, becomes a
Restricted Subsidiary or Indebtedness assumed in connection with the acquisition
of assets from such Person other than Indebtedness incurred in connection with,
or in contemplation of, such Person merging with or into the Company or a
Restricted Subsidiary or becoming a Restricted Subsidiary or such acquisition of
assets.




“Additional Notes” means
additional Notes which may be issued after the Issue Date pursuant to this
Indenture (other than pursuant to an Exchange Offer or otherwise in exchange for
or in replacement of outstanding Notes).  All references herein to
“Notes” shall be deemed to include Additional Notes.




“Additional Notes Cap” means,
as of any date of determination, the maximum amount of Additional Notes that
could be issued under this Indenture without causing the Secured Leverage Ratio
to exceed 2.0 to 1.0.







NY\1553136.6





“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling,” “controlled by” and “under common control with”), as
used with respect to any Person, shall mean (a) the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise or (b) beneficial ownership of 10% or more of the voting
securities of such Person. Notwithstanding the foregoing and for the avoidance
of doubt, Jefferies & Company, Inc. shall be deemed not to be an Affiliate
of PGP, the Company or any Restricted Subsidiary.




“Agent” means any Registrar,
Paying Agent or co-registrar.




“Amelia Belle Purchase
Agreement” means that certain Purchase Agreement, dated as of
June 18, 2009, by and among Columbia Properties New Orleans, L.L.C., AB
Casino Acquisition LLC and PGP, as such agreement may be amended and
supplemented from time to time.




“Applicable Procedures” means,
with respect to any transfer or exchange of or for beneficial interests in any
Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange at the relevant
time.




“Applicable Capital Gain Tax
Rate” means a rate equal to the sum of:




(a)           the
highest marginal Federal income tax rate applicable to net capital gain of an
individual who is a citizen of the United States, plus




(b)           to
the extent the relevant entity is subject to treatment on a basis under
applicable state or local income tax law substantially similar to a Federal Flow
Through Entity, (x) the greatest of (i) an amount equal to the sum of the
highest marginal state and local income tax rates applicable to net capital gain
of an individual who is a resident of the State of California, (ii) an amount
equal to the sum of the highest marginal state and local income tax rates
applicable to net capital gain of an individual who is a resident of the State
of Louisiana, and (iii) an amount equal to the sum of the highest marginal state
and local income tax rates applicable to net capital gain of an individual who
is a resident of the State of Iowa, multiplied by (y) a factor equal to 1 minus
the highest marginal Federal income tax rate described in clause (a)
above.




“Applicable Income Tax Rate”
means a rate equal to the sum of:




(a)           the
highest marginal Federal ordinary income tax rate applicable to an individual
who is a citizen of the United States, plus




(b)           to
the extent the relevant entity is subject to treatment on a basis under
applicable state or local income tax law substantially similar to a Federal
Flow







NY\1553136.6
 2





Through
Entity, (x) the greatest of (i) an amount equal to the sum of the highest
marginal state and local ordinary income tax rates applicable to an individual
who is a resident of the State of California, (ii) an amount equal to the sum of
the highest marginal state and local ordinary income tax rates applicable to an
individual who is a resident of the State of Louisiana, and (iii) an amount
equal to the sum of the highest marginal state and local income tax rates
applicable to net capital gain of an individual who is a resident of the State
of Iowa, multiplied by (y) a factor equal to 1 minus the highest marginal
Federal income tax rate described in clause (a) above.




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




(i)
            1.0%
      of the principal amount of such Note;
or




(ii)
            the
      excess of:




(a)
            the
      present value at such redemption date of (i) the redemption price of
      the Note at August 15, 2012 (such redemption price being set forth in
      Section 3.7(b)) plus (ii) all required interest payments due on the
      Note through August 15, 2012 (excluding accrued but unpaid interest to the
      redemption date), computed using a discount rate equal to the Treasury
      Rate as of such redemption date plus 50 basis points;
  over




(b)
            the
      principal amount of such Note, if
greater.




“Asset Sale”
means:




(i)           any
direct or indirect sale, assignment, transfer, lease, conveyance, or other
disposition (including, without limitation, by way of merger or consolidation)
(collectively, a “transfer”), other than in the ordinary course of business, of
any assets of the Company or any Restricted Subsidiary; or




(ii)           direct
or indirect issuance or sale of any Equity Interests of any Restricted
Subsidiary (other than directors’ qualifying shares), in each case to any Person
(other than the Company or a Restricted Subsidiary).




For
purposes of this definition, (a) any series of transactions that are part of a
common plan shall be deemed a single Asset Sale and (b) the term “Asset Sale”
shall not include:




(1)           any
exchange of Gaming Equipment or furniture, fixtures or other equipment for
replacement items in the ordinary course of business,




(2)           any
transaction or series of related transactions that have a fair market value (or
result in gross proceeds) of less than $2,500,000,







NY\1553136.6
 3





(3)           any
disposition of all or substantially all of the assets of the Company that is
governed under and complies with the terms of Section 4.15 and Article
V,




(4)           any
Investments that are not prohibited by Section 4.9,




(5)           (A)
any transfer of inventory, equipment, receivables or other assets acquired and
held for resale in the ordinary course of business or (B) any transfer or
liquidation of Cash Equivalents,




(6)           any
transfer of damaged, worn out or other obsolete personal property so long as
such property is no longer necessary for the proper conduct of the business of
the Company or such Restricted Subsidiary, as applicable,




(7)           any
grant of any Liens not otherwise prohibited by this Indenture, or




(8)           any
transfer of properties or assets by (i) the Issuers or a Subsidiary Guarantor to
the Issuers or any Subsidiary Guarantor, or (ii) any Restricted Subsidiary that
is not a Subsidiary Guarantor to the Company or any other Restricted
Subsidiary.




“Bankruptcy Code” means the
United States Bankruptcy Code, codified at 11 U.S.C. §101-1330, as
amended.




“Bankruptcy Law” means Title
11 of the U.S. Code, or any similar Federal, state or foreign law for the relief
of debtors.




“beneficial owner” has the
meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act (as in
effect on the Issue Date), whether or not otherwise applicable, except that a
“person” shall be deemed to have “beneficial ownership” of all shares that any
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time.




“Broker-Dealer” means any
broker-dealer that receives Exchange Notes for its own account in the Exchange
Offer in exchange for Notes that were acquired by such broker-dealer as a result
of market-making or other trading activities.




“Business Day” means any day
other than a Legal Holiday.




“Capital Corp.” means
Peninsula Gaming Corp., a Delaware corporation, and its successors in accordance
with the terms of this Indenture, and not any of its subsidiaries.




“Capital Lease Obligation”
means, as to any Person, the obligations of such Person under a lease that are
required to be classified and accounted for as capital lease obligations under
GAAP and the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with
GAAP.







NY\1553136.6
 4





“Capital Stock” means, (i)
with respect to any Person that is a corporation, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (ii) with respect to a limited liability company, any and all membership
interests, (iii) with respect to any other Person, any and all partnership or
other equity interests of such Person.




“Cash Equivalent” means (i)
securities issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof (provided that the full faith
and credit of the United States of America is pledged in support thereof); (ii)
time deposits and certificates of deposit and commercial paper issued by the
parent corporation of any domestic commercial bank of recognized standing having
capital and surplus in excess of $250,000,000 and commercial paper issued by
others rated at least A-2 or the equivalent thereof by S&P or at least P-2
or the equivalent thereof by Moody’s and in each case maturing within one year
after the date of acquisition; (iii) investments in money market funds
substantially all of whose assets comprise securities of the type described in
clauses (i) and (ii) above and (iv) repurchase obligations for underlying
securities of the types and with the maturities described above.




“Change of Control” means the
occurrence of any of the following events:




(i)           any
merger or consolidation of the Company or PGP with or into any Person or any
sale, transfer or other conveyance, whether direct or indirect, of all or
substantially all of the assets of the Company or PGP, on a consolidated basis,
in one transaction or a series of related transactions, if, immediately after
giving effect to such transaction(s), any “person” or “group” (as such terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or
not applicable) (other than an Excluded Person) is or becomes the “beneficial
owner,” directly or indirectly, of more than 50% of the total voting power in
the aggregate of the Voting Stock of the transferee(s) or surviving entity or
entities;




(ii)           any
“person” or “group” (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable) (other than an Excluded
Person) is or becomes the “beneficial owner,” directly or indirectly, of more
than 50% of the total voting power in the aggregate of the Voting Stock of the
Company or PGP;




(iii)           after
any bona fide underwritten registered public offering of Capital Stock of the
Company, during any period of 24 consecutive months after the Issue Date,
individuals who at the beginning of any such 24-month period constituted the
Managers of the Company (together with any new Managers whose election by such
Managers or whose nomination for election by the Members was approved by a vote
of a majority of the Managers then still in office who were either Managers at
the beginning of such period or whose election or nomination for election was
previously so approved, including new Managers designated in or provided for in
an agreement regarding the merger, consolidation or sale, transfer or other
conveyance, of all or substantially all of the assets of the Company, if such
agreement was approved by a vote of such majority of Managers) cease for any
reason to constitute a majority of the Managers of the Company then in
office; provided, however, that there shall be
no Change of Control pursuant to this clause (iii) if during such 24-month
period any of the Excluded Persons continues to control or manage, directly or
indirectly, the day-to-day operations of the Company;







NY\1553136.6
 5







(iv)           the
Company adopts a plan of liquidation or dissolution; or




(v)           the
first day on which the Company fails to own 99% of the issued and outstanding
Equity Interests of Capital Corp.;




provided, that a “Change of
Control” shall not occur solely by reason of a Permitted C-Corp
Conversion.




“Clearstream” means
Clearstream Banking, S.A., or any successor securities clearing
agency.




“Code” means the Internal
Revenue Code of 1986, as amended.




“Collateral” means all
“collateral” referred to in the Security Documents, which for the avoidance of
doubt, shall include the Mortgaged Property (as defined in the Mortgages) but
shall not include any Excluded Assets.




“Collateral Agent” means U.S.
Bank National Association, in its capacity as collateral agent for the benefit
of the Holders under the Security Documents, until a successor replaces it in
accordance with the applicable provisions of the Security Documents and
thereafter means such successor serving hereunder.




“Company” means Peninsula
Gaming, LLC, and its successors in accordance with the terms of this Indenture,
and not any of its subsidiaries.




“consolidated” means, with
respect to the Company, the consolidation of the accounts of the Restricted
Subsidiaries with those of the Company, all in accordance with GAAP; provided, that “consolidated”
shall not include consolidation of the accounts of any Unrestricted Subsidiary
with the accounts of the Company.




“Consolidated EBITDA” means,
with respect to any Person (the referent Person) for any period, the sum of
Consolidated Net Income of such Person and the Restricted Subsidiaries for such
period, without duplication;




plus (i) consolidated income
tax expense of such Person and the Restricted Subsidiaries paid or accrued in
accordance with GAAP for such period and the amount of Permitted Tax
Distributions subtracted from Net Income in the determination of the
Consolidated Net Income of such Person for such period;




plus (ii) Consolidated
Interest Expense, to the extent deducted in computing such Consolidated Net
Income;







NY\1553136.6
 6





plus (iii) Consolidated
Non-Cash Charges, to the extent deducted in computing such Consolidated Net
Income;




plus (iv) Pre-Opening
Expenses, to the extent deducted in computing such Consolidated Net
Income;




plus (v) Restricted Payments
to Excluded Persons to the extent deducted in computing such Consolidated Net
Income; and




minus (vi) (x) extraordinary
non-cash gains increasing such Consolidated Net Income and (y) the amount of all
cash payments made by such Person or any of the Restricted Subsidiaries during
such period to the extent such payments relate to non-cash charges that were
added back in determining Consolidated EBITDA for such period or any prior
period.




“Consolidated Interest
Expense” means, with respect to any Person for any period, (a) (i) the
consolidated interest expense of such Person and the Restricted Subsidiaries for
such period, net of interest income, whether capitalized, paid, accrued or
scheduled to be paid or accrued (including amortization of original issue
discount, noncash interest payment, the interest component of Capital Lease
Obligations and all commissions, discounts and other fees and charges owed with
respect to bankers’ acceptances and letters of credit financings) plus(ii) to the extent not
already included in such consolidated interest expense, all dividends, whether
paid or accrued and whether or not in cash, on any series of Disqualified
Capital Stock of such Person or any Disqualified Capital Stock of any of its
Restricted Subsidiaries, other than dividends on Equity Interests payable solely
in Equity Interests of the Company (other than Disqualified Capital Stock) or to
the Company or a Restricted Subsidiary of the Company, in the case of each of
clauses (i) and (ii), to the extent such expense was deducted in computing
Consolidated Net Income of such Person for such period less (b) amortization
expense, write-off of deferred financing costs and any charge related to any
premium or penalty paid, in each case accrued during such period in connection
with any transaction or proposed transaction to redeem, refinance, repurchase,
exchange or retire any Indebtedness before its stated maturity, as determined in
accordance with GAAP, to the extent such expense, cost or charge was included in
the calculation made pursuant to clause (a) above less (c) any premiums, fees
and expenses (including the amortization thereof) payable in connection with the
Proposed Gaming Acquisition, the offering of the Notes and the Unsecured Notes
and the application of the net proceeds therefrom or any other refinancing or
repayment of Indebtedness shall be excluded from this definition to the extent
such premium, fee or expense was included in the calculation made pursuant to
clause (a) above.




“Consolidated Leverage Ratio”
means, with respect to any Person and its Restricted Subsidiaries, as at any
date of determination, the ratio of Consolidated Total Indebtedness as at such
date to Consolidated EBITDA for the most recently ended four consecutive fiscal
quarters for which financial statements of such Person are available immediately
prior to such date of determination, in each case with such pro forma adjustments to
Consolidated Total Indebtedness and Consolidated EBITDA as are appropriate
and consistent with the pro
forma adjustment provisions set forth in the definition of “Interest
Coverage Ratio.”







NY\1553136.6
 7







“Consolidated Net Income”
means, with respect to any Person (the referent Person) for any period, the sum
of (a) the aggregate of the Net Income of such Person and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP; provided,
that (i) the Net Income of any other Person (other than a Restricted Subsidiary
of the referent Person) shall be included only to the extent of the amount of
dividends or distributions paid to the referent Person or a Wholly Owned
Subsidiary of the referent Person, and (ii) the Net Income of any Restricted
Subsidiary shall not be included to the extent that declarations of dividends or
similar distributions by that Restricted Subsidiary are not at the time
permitted, directly or indirectly, by operation of the terms of its
organizational documents or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its owners, (b) Consolidated Non-Cash Charges described in clauses
(b)(i) - (iv) of the definition of “Consolidated Non-Cash Charges,” of such
Person and the Restricted Subsidiaries to the extent deducted in computing such
Net Income and (c) without duplication, the write-off of deferred financing
costs, discounts and any charges related to any premium or penalty paid, in each
case accrued during such period in connection with the redemption or retirement
of Indebtedness in connection with the Transactions, as determined in accordance
with GAAP, to the extent such expense, cost, discount or charge was deducted in
computing such Net Income.




“Consolidated Net Worth”
means, with respect to any Person, the total stockholders’ (or members’) equity
of such Person determined on a consolidated basis in accordance with GAAP,
adjusted to exclude (to the extent included in calculating such stockholders’
(or members’) equity), (i) the amount of any such stockholders’ (or members’)
equity attributable to Disqualified Capital Stock or treasury stock of such
Person and its consolidated subsidiaries, and (ii) all upward revaluations and
other write-ups in the book value of any asset of such Person or a consolidated
subsidiary of such Person subsequent to the Issue Date, and (iii) all
Investments in subsidiaries of such Person that are not consolidated
subsidiaries and in Persons that are not subsidiaries of such
Person.




“Consolidated Non-Cash
Charges” means, with respect to any Person for any period, (a) the
aggregate depreciation and amortization expense for such Person and the
Restricted Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP and (b) all other non-cash charges of such Person and the
Restricted Subsidiaries for such period, in each case, determined on a
consolidated basis in accordance with GAAP, including, without limitation,
non-cash charges related to (i) any non-cash expense realized or resulting from
Management Arrangements, including the pricing or repricing or issuances of
Equity Interests of the Company or PGP to employees of the Company (whether
accruing at or subsequent to the time of such repricing or issuance), (ii)
impairment of goodwill, intangibles or fixed assets, (iii) purchase accounting
adjustments, and (iv) restructuring charges, non-capitalized transaction costs
and other non-cash charges incurred in connection with actual or proposed
Investments, financings, refinancings, amendments or modifications to
the







NY\1553136.6
 8





Notes or
other Indebtedness, acquisitions or divestitures (including, without limitation,
the Proposed Gaming Acquisition, borrowings under the Existing Senior Secured
Credit Facility, the issuance of the Notes or the Unsecured Notes or any
refinancing of any of the foregoing) of such Person and the Restricted
Subsidiaries for such period; but, in each case, excluding (x) any such charges
constituting an extraordinary item or loss, and (y) any such charge which
requires an accrual of or a reserve for cash charges for any future
period.




“Consolidated Total
Indebtedness” means, as of any date of determination, an amount equal to
the aggregate amount of all Indebtedness of any Person and its Restricted
Subsidiaries outstanding as of such date of determination, determined on a
consolidated basis in accordance with GAAP.




“contractually subordinate”
means subordinated in right of payment by its terms or the terms of any document
or instrument or instrument relating thereto.




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




“Definitive Note” means one or
more certificated Notes registered in the name of the Holder thereof and issued
in accordance with Section 2.6 hereof, substantially, in the form of Exhibit A
hereto except that such Note shall not include the information called for by
footnotes 3 and 4 thereof.




“Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, the
Person specified in Section 2.3 hereof as the Depositary with respect to the
Notes, until a successor shall have been appointed and become such pursuant to
the applicable provisions of this Indenture, and thereafter “Depositary” shall
mean or include such successor.




“Disqualified Capital Stock”
means any Equity Interest that (i) either by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable) is or
upon the happening of an event would be required to be redeemed or repurchased
prior to the final stated maturity of the Notes or is redeemable at the option
of the holder thereof at any time prior to such final stated maturity, or (ii)
is convertible into or exchangeable at the option of the issuer thereof or any
other Person for debt securities that are pari passu or senior in respect of
payment to the Notes. Notwithstanding the foregoing, any Equity Interests that
would constitute Disqualified Capital Stock solely because such Equity Interests
mature or become mandatorily redeemable, or give the holders thereof the right
to require the Company to repurchase such Equity Interests, in each case, upon
the occurrence of a change of control or an asset sale shall not constitute
Disqualified Capital Stock if the terms of such Equity Interests provide that
the Company may not repurchase or redeem any such Equity Interests pursuant to
such provisions prior to the Company’s purchase of the Notes as are required to
be purchased pursuant to the provisions of Section 4.15 and Section
4.13.







NY\1553136.6
 9





“Distribution Compliance
Period” means the 40-day restricted period as defined in Regulation
S.




“Diamond Jo” means the Diamond
Jo casino and related facilities in Dubuque, Iowa.




“Diamond Jo Worth” means the
Diamond Jo Worth casino and related facilities in Northwood, Iowa.




“DJL” means Diamond Jo, LLC, a
Delaware limited liability company.




“Domestic Restricted
Subsidiary” means any Restricted Subsidiary other than a Foreign
Subsidiary.




“Equity Holder” means (a) with
respect to a corporation, each holder of stock of such corporation, (b) with
respect to a limited liability company or similar entity, each member of such
limited liability company or similar entity, (c) with respect to a partnership,
each partner of such partnership, (d) with respect to any entity described in
clause (a)(iv) of the definition of “Flow Through Entity,” the owner of such
entity, and (e) with respect to a trust described in clause (a)(v) of the
definition of “Flow Through Entity,” an owner thereof.




“Equity Interests” means
Capital Stock or warrants, options or other rights to acquire Capital Stock (but
excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).




“Equity Offering” means (i) an
underwritten offering of Qualified Capital Stock of the Company pursuant to a
registration statement filed with and declared effective by the SEC in
accordance with the Securities Act or (ii) an offering of Qualified Capital
Stock of the Company pursuant to an exemption from the registration requirements
of the Securities Act.




“Euroclear” means Euroclear
Bank S.A./N.V., as operator of the Euroclear system, or any successor securities
clearing agency.




“Event of Loss” means, with
respect to any property or asset, any (i) loss or destruction of, or damage to,
such property or asset or (ii) any condemnation, seizure or taking, by exercise
of the power of eminent domain or otherwise, of such property or asset, or
confiscation or requisition of the use of such property or asset.




“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder.




“Exchange Notes” means the
Series B Notes, identical in all respects to the Series A Notes (including with
respect to the Subsidiary Guarantees endorsed thereon), except for references to
series and restrictive legends, issued pursuant to an Exchange
Offer.







NY\1553136.6
 10





“Exchange Offer” means an
offer that may be made by the Issuers pursuant to the Registration Rights
Agreement to exchange Exchange Notes for Series A Notes.




“Exchange Offer Registration
Statement” shall have the meaning set forth in the Registration Rights
Agreement.




“Excluded Assets” means (i)
cash (other than cash deposited in deposit accounts or cash constituting
proceeds of Collateral), payroll accounts, employee wage or benefit accounts and
trust or escrow accounts; (ii) assets securing FF&E Financing, Purchase
Money Obligations or Capital Lease Obligations permitted to be incurred under
this Indenture to the extent acquired or refinanced with the proceeds of such
FF&E Financing, Purchase Money Obligations and Capital Lease Obligations;
(iii) all Gaming Licenses; (iv) any of the parcels of the Warner Land that are
subject to the mortgage granted by OED to the seller of such land, unless OED or
the Company has obtained the consent of such seller to subject such parcels to a
Lien under the Security Documents; (v) any motor vehicles; (vi) any agreements,
permits, licenses or the like if and to the extent, but only to the extent, that
a security interest in such agreement, permit, license or the like is prohibited
by or in violation of (a) a term, provision or condition thereof without the
consent of third parties (including any Governmental Authority), which consent
is not obtained by the Issuers (providedthat the Issuers
agree to use commercially reasonable efforts to obtain all such consents of
third parties) (including any Governmental Authority), or (b) any Gaming License
or any law, rule, order or regulation applicable to the Company and its
Subsidiaries imposed by any Gaming Authority (unless, in the case of the
foregoing clauses (a) and (b), such term, provision or condition prohibiting a
security interest in such agreement, permit, license or the like, or such Gaming
License, law, rule, order or regulation, would be rendered ineffective with
respect to the creation of the security interest under the Security Documents
pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code
of any applicable jurisdiction (or any successor provisions) or any other
applicable law (including Bankruptcy Law) or principles of equity); provided, however, that, in any event,
immediately upon the ineffectiveness, lapse or termination of any such term,
provision or condition in such agreement, permit, license or the like, the
Collateral shall include, and the Company or the applicable Subsidiary shall be
deemed to have granted a security interest in, all such rights and interests in,
under or with respect to such agreement, permit, license or the like as if such
term, provision or condition had never been in effect; provided, further, however, that the Collateral
shall include (and such security interest shall attach) immediately at such time
as the contractual or legal prohibition shall no longer be applicable and to the
extent severable, shall attach immediately to any portion of such agreement,
permit, license or the like not subject to the prohibitions specified in clause
(a) or (b) above, as applicable; (vii) any lease pursuant to which any off-track
betting parlor or similar facility operated by the Company or any Subsidiary of
the Company is leased by the Company or such Subsidiary; (viii) the Equity
Interests of the Subsidiaries of the Company; (ix) the facility (including all
related real property and amenities), owned by Diamond Jo Worth, LLC, known as
“Pheasant Links” located in Emmons, Minnesota on which a “member’s only” 9-hole
golf course and 9-station sporting clay







NY\1553136.6
 11









“Excluded Person” means (i)
PGP, (ii) PGP Investors, LLC, (iii)  M. Brent Stevens, (iv) Michael S.
Luzich, (v) OEDA, (vi) any Affiliate or Manager of PGP, PGP Investors, LLC,
OEDA, M. Brent Stevens or Michael S. Luzich (collectively, the “Existing Holders”), (vii) any
trust, corporation, partnership or other entity (a) controlled by the Existing
Holders and members of the immediate family of the Existing Holders or (b) 80%
of the beneficiaries, stockholders, partners or owners of which consist solely
of the Existing Holders and members of the immediate family of the Existing
Holders or (viii) any partnership the sole general partners of which consist
solely of the Existing Holders and members of the immediate family of the
Existing Holders.




“Existing Senior Secured Credit
Facility” means (i) that certain Loan and Security Agreement, dated
as of June 16, 2004, by and among DJL, OED and Wells Fargo Foothill, Inc.,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
restated, supplemented, modified, renewed, refunded, replaced or refinanced from
time to time, including any agreement extending the maturity thereof,
refinancing, replacing, supplementing or otherwise restructuring all or any
portion of the Indebtedness thereunder or increasing or supplementing the amount
loaned or issued thereunder or altering the maturity thereof, whether pursuant
to a credit agreement, indenture or other debt facility (any of the foregoing,
an “Amendment”) and (ii) whether or not the credit agreement referred to in
clause (i) remains outstanding, if designated by the Company to be included
in the definition of “Existing Senior Secured Credit Facility,” one or more
(A) debt facilities or commercial paper facilities, providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to lenders or to special purpose entities formed to borrow from
lenders against such receivables) or letters of credit, (B) debt
securities, indentures or other forms of debt financing (including convertible
or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or
(C) instruments or agreements evidencing any other Indebtedness, in each
case, with the same or different borrowers or issuers and, in each case, as
amended,





NY\1553136.6
 12





supplemented,
modified, extended, restructured, renewed, refinanced, restated, replaced or
refunded in whole or in part from time to time; provided, the Company and the
Restricted Subsidiaries, taken as a whole, do not incur Indebtedness pursuant to
any Amendment defined in clause (i) or any Indebtedness incurred under
clause (ii) in an aggregate principal amount at any time outstanding in
excess of the maximum aggregate principal amount of Indebtedness permitted to be
incurred pursuant to clause (i) of Section 4.7.




“fair market value” means the
price that would be paid in an arm’s-length transaction between an informed and
willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy, as determined in good faith by the
Issuers.




“FF&E” means furniture,
fixtures and equipment (including Gaming Equipment) acquired by the Issuers and
the Restricted Subsidiaries in the ordinary course of business for use in the
construction and business operations of the Company or the Restricted
Subsidiaries.




“FF&E Financing” means
Indebtedness, the proceeds of which are used solely by the Issuers and the
Restricted Subsidiaries (and concurrently with the incurrence of such
Indebtedness) to acquire or lease or improve or refinance, respectively,
FF&E; provided,
that (x) the principal amount of such FF&E Financing does not exceed the
cost (including sales and excise taxes, installation and delivery charges,
capitalized interest and other direct fees, costs and expenses) of the FF&E
purchased or leased with the proceeds thereof or the cost of such improvements,
as the case may be, and (y) such FF&E Financing is secured only by the
assets so financed and assets which, immediately prior to the incurrence of such
FF&E Financing, secured other Indebtedness of the Issuers and the Restricted
Subsidiaries (to the extent such other Indebtedness and the Liens securing such
other Indebtedness are permitted under this Indenture) to the lender of such
FF&E Financing.




“Flow Through Entity” means an
entity that for Federal income tax purposes constitutes (i) an “S
corporation” (as defined in Section 1361(a) of the Code), (ii) a
“qualified subchapter S subsidiary” (as defined in Section 1361(b)(3)(B) of
the Code), (iii) a “partnership” (within the meaning of
Section 7701(a)(2) of the Code) other than a “publicly traded partnership”
(as defined in Section 7704 of the Code), (iv) an entity that is
disregarded as an entity separate from its owner under the Code, the Treasury
regulations or any published administrative guidance of the Internal Revenue
Service, or (v) a trust, the income of which is includible in the taxable
income of the grantor or another person under sections 671 through 679 of the
Code (the entities described in the immediately preceding clauses (i), (ii),
(iii), (iv) and (v), a “Federal Flow Through
Entity”).




“Foreign Subsidiary”means any Subsidiary
which (i) is not organized under the laws of the United States, any state
thereof or the District of Columbia and (ii) conducts substantially all of
its business operations outside of the United States of America.







NY\1553136.6
 13







“GAAP” means generally
accepted accounting principles, as in effect from time to time, 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,
and in the rules and regulations of the SEC.




“Gaming Authorities” means any
agency, authority, board, bureau, commission, department, office or
instrumentality of any nature whatsoever of the United States Federal
government, any foreign government, any state, province or city or other
political subdivision or otherwise, whether now or hereafter existing, or any
officer or official thereof, including, without limitation, the Iowa Gaming
Commission, the Louisiana Gaming Control Board, the Louisiana State Racing
Commission and any other agency, in each case, with authority to regulate any
gaming or racing operation (or proposed gaming or racing operation) owned,
managed or operated by the Company or any of the Subsidiaries.




“Gaming Equipment” means slot
machines, video poker machines, and all other gaming equipment and related,
signage, accessories and peripheral equipment.




“Gaming FF&E Financing”
means FF&E Financing, the proceeds of which are used solely by the Issuers
and the Restricted Subsidiaries to acquire or lease FF&E that constitutes
Gaming Equipment.




“Gaming Licenses” means every
material license, material franchise, material registration, material
qualification, findings of suitability or other material approval or
authorization required to own, lease, operate or otherwise conduct or manage
riverboat, dockside or land-based gaming or racing activities in any state or
jurisdiction in which the Company or any of the Restricted Subsidiaries conducts
business (including, without limitation, all such licenses granted by the Gaming
Authorities), and all applicable liquor and tobacco licenses.




“Gaming Property” means: (i)
the Diamond Jo, the Diamond Jo Worth and the Evangeline Downs horse racetrack
and casino, in each case, so long as it is owned by the Company or a Restricted
Subsidiary and (ii) any other gaming facility or gaming operation owned and
controlled or to be owned and controlled after the Issue Date by the Company or
a Restricted Subsidiary and that contains, or that based upon a plan approved by
the Company’s Managers shall contain upon the completion of the construction or
development thereof, an aggregate of at least 500 slot machines or other gaming
devices; provided, in
each case, that the property and assets (other than Excluded Assets) of such
Gaming Property constitute Collateral.




“Gaming Property Financing”
means a financing, in whole or in part, of (x) the acquisition of any Gaming
Property, (y) the construction of any Gaming Property (but only
to the extent that the proceeds of such Indebtedness are used to acquire land,
furniture, fixtures and equipment, prepare the site or construct improvements
thereon) or (z) an investment in any Gaming Property.







NY\1553136.6
 14







“Global Notes” means one or
more Notes in the form of Exhibit A hereto that includes the information
referred to in footnotes 3 and 4 to the form of Note, attached hereto as Exhibit
A, issued under this Indenture, that is deposited with or on behalf of and
registered in the name of the Depositary or its nominee.




“Global Note Legend” means the
legend set forth in Section 2.6(g)(ii) hereof, which is required to be placed on
all Global Notes issued under this Indenture.




“Government Securities” means
(i) direct obligations of the United States of America for the timely payment of
which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such Government Security or a specific payment of principal of or
interest on any such Government Security held by such custodian for the account
of the holder of such depository receipt; provided, that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Security or the specific payment
of principal of or interest on the Government Security evidenced by such
depository receipt.




“Governmental Authority” means
any agency, authority, board, bureau, commission, department, office or
instrumentality of any nature whatsoever of the United States or foreign
government, any state, province or any city or other political subdivision or
otherwise and whether now or hereafter in existence, or any officer or official
thereof, and any maritime authority.




“guaranty” or “guarantee,” used as a noun,
means any guaranty (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any
manner (including, without limitation, letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Indebtedness or other
Obligation. “guaranty” or “guarantee” used as a verb, has a correlative
meaning.




“Hedging Obligations” means,
with respect to any Person, the Obligations of such Person under (i) interest
rate swap agreements, interest rate cap agreements, interest rate exchange
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates, including any arrangement whereby, directly or indirectly, such Person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments
made by such Person calculated by applying a fixed or floating rate of interest
on the same notional amount.







NY\1553136.6
 15





“Holder” means the Person in
whose name a Note is registered in the register of the Notes.




“Indebtedness” of any Person
means (without duplication) (i) all liabilities and obligations, contingent or
otherwise, of such Person (a) in respect of borrowed money (regardless of
whether the recourse of the lender is to the whole of the assets of such Person
or only to a portion thereof), (b) evidenced by bonds, debentures, notes or
other similar instruments, (c) representing the deferred purchase price of
property or services (other than trade payables on customary terms incurred in
the ordinary course of business), (d) created or arising under any conditional
sale or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or lender under
such agreement in the event of default are limited to repossession or sale of
such property), (e) representing Capital Lease Obligations, (f) under bankers’
acceptance and letter of credit facilities, (g) to purchase, redeem, retire,
defease or otherwise acquire for value any Disqualified Capital Stock, or (h) in
respect of Hedging Obligations; (ii) all Indebtedness of others that is
guaranteed by such Person; and (iii) all Indebtedness of others that is secured
by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including,
without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness; provided,
that the amount of such Indebtedness shall (to the extent such Person has not
assumed or become liable for the payment of such Indebtedness) be the lesser of
(1) the fair market value of such property at the time of determination and (2)
the amount of such Indebtedness. The amount of Indebtedness of any Person at any
date shall be the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability, upon the occurrence of
the contingency giving rise to the obligation, of any contingent obligations at
such date. The principal amount outstanding of any Indebtedness issued with
original issue discount is the accreted value of such Indebtedness.




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




“Indirect Participant” means
an entity that, with respect to DTC, clears through or maintains a direct or
indirect, custodial relationship with a Participant.




“Initial Purchasers” mean the
initial purchasers of the Series A Notes under the Purchase Agreement, dated
July 28, 2009, with respect to the Series A Notes.




“Institutional Accredited
Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not
also a QIB.







NY\1553136.6
 16





“Intercreditor Agreement”
means the Intercreditor Agreement among the Trustee, Wells Fargo Foothill, Inc.,
solely in its capacities as FF&E Agent, DJL Lender, OED Lender, and New
Revolver Agent (as such terms are defined in such Intercreditor Agreement), the
Issuers and the Subsidiary Guarantors dated as of the Issue Date, including any
amended or supplemented agreement or any replacement or substitute agreement in
accordance with this Indenture, in each case substantially in the form of
Exhibit F attached hereto.




“Interest” means the interest
payable on the Notes.




“Interest Coverage Ratio”
means, for any period, the ratio of (i) Consolidated EBITDA of the Company for
such period, to (ii) Consolidated Interest Expense of the Company for such
period. In calculating Interest Coverage Ratio for any period, (a) pro forma
effect shall be given to the incurrence, repayment or retirement by the Company
or any of the Restricted Subsidiaries of any Indebtedness (other than
Indebtedness incurred in the ordinary course of business for general corporate
purposes pursuant to working capital facilities) subsequent to the commencement
of the period for which the Interest Coverage Ratio is being calculated, as if
the same had occurred at the beginning of the applicable period; (b)
acquisitions that have been made by the Company or any of the Restricted
Subsidiaries, including all mergers and consolidations, subsequent to the
commencement of such period shall be calculated on a pro forma basis, assuming
that all such acquisitions, mergers and consolidations had occurred on the first
day of such period, including giving effect to reductions in costs for such
period that are directly attributable to the elimination of duplicative
functions and expenses (regardless of whether such cost savings could then be
reflected in pro forma financial statements under GAAP, Regulation S X
promulgated by the SEC or any other regulation or policy of the SEC) as a result
of such acquisition, merger or consolidation; provided that (x) such cost
savings were identified and quantified in an Officers’ Certificate delivered to
the Trustee at the time of the consummation of such acquisition, merger or
consolidation and such Officers’ Certificate states that such officers believe
in good faith that actions shall be commenced or initiated within 90 days of the
consummation of such acquisition, merger or consolidation to effect such cost
savings and sets forth the specific steps to be taken within the 90 days after
such acquisition, merger or consolidation to accomplish such cost savings, and
(y)  with respect to each acquisition, merger or consolidation
completed prior to the 90th day preceding such date of determination, actions
were commenced or initiated by the Company or any of its Restricted Subsidiaries
within 90 days of such acquisition, merger or consolidation to effect the cost
savings identified in such Officers’ Certificate (regardless, however, of
whether the corresponding cost savings have been achieved). Without limiting the
foregoing, the financial information of the Company with respect to any portion
of such period that falls before the Issue Date shall be adjusted to give pro
forma effect to the issuance of the Notes and the application of the proceeds
therefrom as if they had occurred at the beginning of such period.




“Interest Payment Date” means
the stated due date of an installment of Interest on the Notes.







NY\1553136.6
 17





“Interest Record Date” means a
Interest Record Date specified in the Notes, whether or not such date is a
Business Day.




“Investments” means, with
respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the forms of loans, guarantees, advances or capital
contributions (excluding (i), payroll commission, travel and similar advances to
officers and employees of such Person made in the ordinary course of business,
(ii) bona fide accounts receivable arising from the sale of goods or
services in the ordinary course of business consistent with past practice and
(iii) deposits and prepaid expenses incurred in the ordinary course of
business or in connection with proposed transactions that are not consummated),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, and any other items that are or would be
classified as investments on a balance sheet prepared in accordance with
GAAP.




“Iowa Gaming Commission” means
the Iowa Racing and Gaming Commission, or any successor Gaming
Authority.




“Issue Date” means the date of
first issuance of the Notes under this Indenture.




“Issuers” means the Company
and Capital Corp. and their respective successors in accordance with the terms
of this Indenture, and not any of their respective subsidiaries.




“Legal Holiday” means a
Saturday, Sunday or a day on which banking institutions in the City of New York
or at a place of payment are authorized by law, regulation or executive order to
remain closed.




“Letter of Transmittal” means
the letter of transmittal to be prepared by the Issuers and sent to all Holders
of the Notes for use by such Holders in connection with the Exchange
Offer.




“Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or encumbrance
of any kind, regardless of whether 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).




“Liquidated Damages” means all
liquidated damages then owing pursuant to the Registration Rights
Agreement.




“Management Arrangements”
means profits interests grants or similar equity interest arrangements,
employment agreements, consulting agreements, management agreements, operating
agreements and other similar arrangements by and among the Company, any
Affiliate of the Company or any manager, officer, member, employee
or consultant of the Company or such Affiliate and such or similar agreements as
may be modified, supplemented, amended, entered into or restated from time to
time consistent with industry practice and approved by the Managers of PGP or
the Company, provided
that the aggregate amount of payments made to an Excluded Person (other than the
Company or any of the Restricted Subsidiaries) pursuant to any such equity
interest, employment, consulting, management, operating or similar agreements or
arrangements for any fiscal year shall not exceed 4.0% of the Consolidated
EBITDA of the Company for the immediately preceding fiscal
year.







NY\1553136.6
 18




“Managers” means, with respect
to any Person (i) if such Person is a limited liability company, the board
member, board members, manager or managers appointed pursuant to the operating
agreement of such Person as then in effect or (ii) otherwise, the members
of the board of directors or other governing body of such Person.




“Members” means the holders of
all of the Voting Stock of the Company.




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




“Mortgages” means those
mortgages dated the dated hereof granting the Collateral Agent an interest in
all of the Issuers’ real property Collateral.




“Net Income” means, with
respect to any Person for any period, (a) the net income (or loss) of such
Person for such period, determined in accordance with GAAP, excluding (to the
extent included in calculating such net income) (i) any gain or loss, together
with any related taxes paid or accrued on such gain or loss, realized in
connection with any asset sale or abandonment, including pursuant to
sale-leaseback transactions, and (ii) any extraordinary gain or loss, together
with any taxes paid or accrued on such gain or loss, reduced by (b) an amount
equal to the amount of Permitted Tax Distributions actually made (without
duplication) to any parent or Equity Holder of such Person for such period in
accordance with clause (iii) of Section 4.9(b) as though such amounts had been
paid as income taxes directly by such Person for such period.




“Net Proceeds” means the
aggregate proceeds received in the form of cash or Cash Equivalents in respect
of any Asset Sale (including issuance or other payments in an Event of Loss and
payments in respect of deferred payment obligations and any cash or Cash
Equivalents received upon the sale or disposition of any non-cash consideration
received in any Asset Sale, in each case when received), net of:




(i)           the
reasonable and customary direct out-of-pocket costs relating to such Asset Sale
(including, without limitation, legal, accounting and investment banking fees
and sales commissions), other than any such costs payable to an Affiliate of the
Company,




(ii)           taxes
required to be paid by the Company, any of the Subsidiaries, or any Equity
Holder of the Company (or, in the case of any Company Equity Holder that is a
Flow Through Entity, the Upper Tier Equity Holder of such Flow Through Entity)
in connection
with such Asset Sale in the taxable year that such sale is consummated or in the
immediately succeeding taxable year, the computation of which shall take into
account the reduction in tax liability resulting from any available operating
losses and net operating loss carryovers, tax credits and tax credit
carryforwards, and similar tax attributes,







NY\1553136.6
 19





(iii)           amounts
required to be applied to the permanent repayment of Indebtedness in connection
with such Asset Sale, and




(iv)           appropriate
amounts provided as a reserve by the Company or any Restricted Subsidiary, in
accordance with GAAP, against any liabilities associated with such Asset Sale
and retained by the Company or such Restricted Subsidiary, as the case may be,
after such Asset Sale (including, without limitation, as applicable, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations arising from such
Asset Sale).




“Non-U.S. Person” means any
Person other than a U.S. Person.




“Notes Custodian” means
initially the Trustee, as custodian for DTC with respect to the Notes in global
form, or any successor entity thereto.




“Obligation” means any
principal, premium, interest, penalty, fee, indemnification, reimbursement,
damage (including, without limitation, liquidated damages) and other obligation
and liability payable under the documentation governing any
liability.




“OED” means The Old Evangeline
Downs, L.L.C., a Louisiana limited liability company.




“OED 13% Senior Notes due
2010” means the 13% Senior Notes due 2010 with Contingent Interest issued
under the OED Indenture.




“OED Indenture” means that
certain Indenture, dated as of February 25, 2003, among OED, Capital Corp., the
Guarantors (as defined therein) and U.S. Bank National Association, as
trustee.




“OEDA” means OED Acquisition,
LLC, a Delaware limited liability company.




“Offering” means the offering
of the Notes by the Issuers.




“Offering Memorandum” means
that offering memorandum of the Issuers, dated July 28, 2009, without giving
effect to any amendment or supplement thereto or modification
thereof.




“Officer” means, with respect
to any Person, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any
Assistant Secretary or any Vice President of such Person or any other Person
designated by the Managers of such Person and serving in a similar
capacity.







NY\1553136.6
 20




“Officers’ Certificate” means
a certificate signed on behalf of the Company and Capital Corp. by two Officers
of each of the Company and Capital Corp., in each case, one of whom must be the
Manager, Chairman of the Board, President, Chief Executive Officer, Chief
Financial Officer, Treasurer, Controller or a Senior or Executive Vice President
of the Company and Capital Corp., respectively.




“Opinion of Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee. Such
counsel may be an employee of or counsel to any of the Issuers, any Subsidiary
of any of the Issuers or the Trustee.




“Participant” means, with
respect to the Depositary, Euroclear or Clearstream, a Person who has an account
with the Depositary, Euroclear or Clearstream, respectively (and, with respect
to DTC, shall include Euroclear and Clearstream).




“Peninsula Gaming” means
Peninsula Gaming, LLC, a Delaware limited liability company.




“Permitted C-Corp Conversion”
means a transaction resulting in the Company becoming subject to tax under the
Code as a corporation (a “C
Corporation”); provided, that:




(1)           the
C Corporation resulting from such transaction, if a successor to Peninsula
Gaming, LLC, (a) is a corporation, limited liability company or other
entity organized and existing under the laws of any state of the United States
or the District of Columbia, (b) assumes all of the obligations of the
Company under the Notes, the Registration Rights Agreement, the Security
Documents and this Indenture pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee and (c) shall have Consolidated Net
Worth immediately after the transaction equal to or greater than the
Consolidated Net Worth of the Company immediately preceding the
transaction;




(2)           after
giving effect to such transaction no Default or Event of Default
exists;




(3)           prior
to the consummation of such transaction, the Company shall have delivered to the
Trustee (a) an Opinion of Counsel to the effect that the Holders shall not
recognize income gain or loss for Federal income tax purposes as a result of
such Permitted C-Corp Conversion and shall be subject to Federal income tax on
the same amounts, in the same manner, and at the same times as would have been
the case if such Permitted C-Corp Conversion had not occurred and (b) an
Officers’ Certificate as to compliance with all of the conditions set forth in
clauses (1), (2) and (3)(a) above; and




(4)           such
transaction would not (a) result in the loss or suspension or material
impairment of any Gaming License unless a comparable replacement Gaming License
is effective prior to or simultaneously with such loss, suspension or material
impairment
or (b) require any Holder or beneficial owner of Notes to obtain a Gaming
License or be qualified or found suitable under any applicable gaming or racing
laws.







NY\1553136.6
 21





“Permitted Investments”
means:




(i)           Investments
by (a) any Issuer or any Subsidiary Guarantor in any Issuer or in any Subsidiary
Guarantor or (b) any Restricted Subsidiary that is not a Subsidiary Guarantor in
any Issuer or any other Restricted Subsidiary;




(ii)          Investments
in Cash Equivalents;




(iii)         Investments
in a Person, if, as a result of such Investment, such Person (a) becomes a
Subsidiary Guarantor, or (b) is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Issuers or a Subsidiary Guarantor;




(iv)         Hedging
Obligations;




(v)          Investments
as a result of consideration received in connection with an Asset Sale made in
compliance with Section 4.13;




(vi)         Investments
existing on the Issue Date;




(vii)        Investments
paid for solely with Capital Stock (other than Disqualified Capital Stock) of
the Company;




(viii)       credit
extensions to gaming customers in the ordinary course of business, consistent
with industry practice;




(ix)          stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company (a) in satisfaction of
judgments or (b) pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of trade creditors or customers;




(x)           loans
or other advances to employees of the Company and the Subsidiaries in an
aggregate amount not to exceed $2,500,000 at any one time
outstanding;




(xi)          intercompany
Indebtedness incurred pursuant to clause (v) of Section 4.7(b);




(xii)         Investments
in the Notes and the Unsecured Notes; and




(xiii)        Investments
not otherwise permitted by clauses (i) through (xii) above, not to exceed
$20,000,000 at any one time oustanding.




“Permitted Liens”
means:







NY\1553136.6
 22





(i)           Liens
securing Indebtedness of the Company or any of the Restricted Subsidiaries
incurred pursuant to clause (i) of Section 4.7(b);




(ii)          Liens
arising by reason of any judgment, decree or order of any court for an amount
and for a period not resulting in an event of default with respect thereto, so
long as such Lien is being contested in good faith and is adequately bonded, and
any appropriate legal proceedings that may have been duly initiated for the
review of such judgment, decree or order shall not have been finally adversely
terminated or the period within which such proceedings may be initiated shall
not have expired;




(iii)         security
for the performance of bids, tenders, trade, contracts (other than contracts for
the payment of borrowed money) or leases, surety and appeal bonds, performance
and return-of-money bonds and other obligations of a like nature incurred in the
ordinary course of business, consistent with industry practice;




(iv)         Liens
for taxes, assessments or other governmental charges either (a) not yet
delinquent or (b) that are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of the Company or the Restricted Subsidiaries in accordance with
GAAP;




(v)          Liens
of carriers, warehousemen, mechanics, landlords, materialmen, suppliers,
repairmen or other like Liens arising by operation of law in the ordinary course
of business consistent with industry practices and Liens on deposits made to
obtain the release of such Liens if (a) the underlying obligations are not
overdue for a period of more than 30 days or (b) such Liens are being contested
in good faith and by appropriate proceedings and adequate reserves with respect
thereto are maintained on the books of the Company or the Restricted
Subsidiaries in accordance with GAAP;




(vi)         easements,
rights of way, zoning and similar restrictions and other similar encumbrances or
title defects incurred in the ordinary course of business, and that do not
materially detract from the value of the property subject thereto (as such
property is used by the Company or a Restricted Subsidiary) or materially
interfere with the ordinary conduct of the business of the Company or any of the
Restricted Subsidiaries;




(vii)        Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security
legislation or otherwise arising from statutory or regulatory requirements of
the Company or any of the Restricted Subsidiaries;




(viii)       Liens
securing Refinancing Indebtedness incurred in compliance with this Indenture to
refinance Indebtedness secured by Liens; provided, that (a) such Liens
do not extend to any additional property or assets; (b) if the Liens securing
the Indebtedness being refinanced were subordinated to or pari passu with the
Liens securing the Notes, the Subsidiary Guarantees or any intercompany loan, as
applicable, such new Liens are subordinated to or pari passu with such Liens to
the same extent, and any related subordination or intercreditor agreement is
confirmed; and (c) such Liens are no more adverse to the interests of Holders
than the Liens replaced or extended thereby;







NY\1553136.6
 23





(ix)           Liens
that secure Acquired Debt or Liens on property of a Person existing at the time
such Person is merged into or consolidated with, or such property was acquired
by, the Company or any Restricted Subsidiary; provided, that such Liens do
not extend to or cover any other property or assets and were not put in place in
anticipation of such acquisition, merger or consolidation;




(x)           
any interest or title of a lessor under any Capital Lease Obligation or
operating lease; provided that such Liens do
not extend to any property or assets which are not leased property subject to
such Capital Lease Obligation or operating lease;




(xi)           Liens
that secure Purchase Money Obligations, Capital Lease Obligations or FF&E
Financing permitted to be incurred under this Indenture; provided that such Liens do
not extend to or cover any property or assets other than those being acquired,
leased or developed and property and assets which, immediately prior to the
incurrence of such Purchase Money Obligations, Capital Lease Obligations or
FF&E Financing, secured other Indebtedness of the Issuers and the Restricted
Subsidiaries (to the extent such other Indebtedness and the Liens securing such
other Indebtedness are permitted under this Indenture) to the lender of such
Purchase Money Obligations, Capital Lease Obligations or FF&E
Financing;




(xii)          whether
or not existing on the Issue Date, Liens securing Obligations under this
Indenture, the Notes, the Subsidiary Guarantees or the Security
Documents;




(xiii)         with
respect to any vessel included in the Collateral, certain maritime liens,
including liens for crew’s wages and salvage;




(xiv)         Liens
in favor of the Company or any Subsidiary Guarantor, in which a security
interest has been granted to the Trustee to secure the payment of the Notes or a
Subsidiary Guaranty, respectively;




(xv)          Liens
arising from precautionary Uniform Commercial Code financing statement filings
regarding operating leases entered into by the Company or any of the
Subsidiaries in the ordinary course of business;




(xvi)         Liens
incurred in the ordinary course of business securing Hedging Obligations, which
Hedging Obligations relate to Indebtedness that is otherwise permitted under
this Indenture;




(xvii)        Liens
existing on the Issue Date to the extent and in the manner such Liens are in
effect on the Issue Date;




(xviii)       Liens
on a pledge of the Capital Stock of any Unrestricted Subsidiary securing any
Indebtedness of such Unrestricted Subsidiary;




(xix)          leases
or subleases granted to others not interfering in any material respect with the
business of the Company or any of the Restricted Subsidiaries or materially
detracting from the value of the relative assets of the Company or any
Restricted Subsidiary;







NY\1553136.6
 24







(xx)           Liens
securing reimbursement obligations with respect to commercial letters of credit
that encumber documents and other property relating to such letters of credit
and the products and proceeds thereof;




(xxi)          Liens
securing intercompany Indebtedness incurred pursuant to clause (v) of Section
4.7(b);




(xxii)         Liens
securing guarantees by Subsidiary Guarantors of Indebtedness incurred by any
Issuer or Subsidiary Guarantor that is secured by a Permitted Lien if such
guarantees are permitted by Section 4.7; and




(xxiii)        Liens
upon specific items of inventory or other goods and proceeds of any Person
securing such Person’s obligations in respect of bankers’ acceptances issued or
created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory or other goods.




“Permitted Tax Distributions”
in respect of the Company means, with respect to any taxable year or portion
thereof in which the Company is a Flow Through Entity, the sum of: (i) the
product of (a) the excess of (1) all items of taxable income or gain
(other than capital gain) of the Company for such year or portion thereof over
(2) all items of taxable deduction or loss (other than capital loss) of the
Company for such year or portion thereof and (b) the Applicable Income Tax
Rate, plus (ii) the product of (a) the net capital gain (i.e., net
long-term capital gain over net short-term capital loss), if any, of the Company
for such year or portion thereof and (b) the Applicable Capital Gain Tax
Rate, plus (iii) the product of (a) the net short-term capital gain
(for this purpose, net short-term capital gain in excess of net long-term
capital loss), if any, of the Company for such year or portion thereof and
(b) the Applicable Income Tax Rate, minus (iv) the aggregate Tax Loss
Benefit Amount for the Company for such year or portion thereof. For purposes of
calculating the amount of the Permitted Tax Distributions the items of taxable
income, gain, deduction or loss (including capital gain or loss) of any
Subsidiary that is a Flow Through Entity (but only for periods for which such
Subsidiary is treated as a Flow Through Entity), which items of income, gain,
deduction or loss are allocated to or otherwise treated as items of income,
gain, deduction or loss of the Company for Federal income tax purposes, shall be
included in determining the taxable income, gain, deduction or loss (including
capital gain or loss) of the Company.




“Person” means any individual,
corporation, limited liability company, partnership, joint venture, association,
joint stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof, or any other entity.




“PGP” means Peninsula Gaming
Partners, LLC, a Delaware limited liability company, the direct parent and sole
manager of the Company, and the indirect parent of Capital Corp.




“Pledge Agreement” means that
limited recourse pledge agreement dated the date hereof by PGP in favor of the
Collateral Agent.







NY\1553136.6
 25







“Pre-Opening Expenses” means,
with respect to any fiscal period, the amount of expenses (other than interest
expense) incurred with respect to capital projects that are classified as
“pre-opening expenses” on the applicable financial statements of the Issuer and
its Restricted Subsidiaries for such period, prepared in accordance with
GAAP.




“Proposed Gaming Acquisition”
means the acquisition of the Amelia Belle Casino pursuant to the terms of the
Amelia Belle Purchase Agreement.




“Private Placement Legend”
means the legend set forth in Section 2.6(g)(i)(A) hereof to be placed on all
Notes issued under this Indenture except where specifically stated otherwise by
the provisions of this Indenture.




“pro forma” shall have the
meaning set forth in Regulation S-X of the Securities Act, unless otherwise
specifically stated herein.




“Purchase Money Obligations”
means Indebtedness representing, or incurred to finance (or to Refinance
Indebtedness incurred to finance), the cost (i) of acquiring any assets
(including FF&E) and (ii) of construction or build-out of facilities
(including Purchase Money Obligations of any other Person at the time such other
Person is merged with or into or is otherwise acquired by the Issuers); provided, that (a) any Lien
securing such Indebtedness does not extend to or cover any other asset or
property other than the asset or property being so acquired, constructed or
built and assets which, immediately prior to the incurrence of such Purchase
Money Obligations, secured other Indebtedness of the Issuers and the Restricted
Subsidiaries (to the extent such other Indebtedness and the Liens securing such
other Indebtedness are permitted under this Indenture) to the lender of such
Purchase Money Obligations and (b) such Indebtedness is (or the Indebtedness
being Refinanced was) incurred, and any Liens with respect thereto are granted,
within 180 days of the acquisition or commencement of construction or build-out
of such property or asset.




“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.




“Qualified Capital Stock”
means, with respect to any Person, Capital Stock of such Person other than
Disqualified Capital Stock.




“Reg S Permanent Global Note”
means one or more permanent Global Notes bearing the Private Placement Legend,
that shall be issued in an aggregate amount of denominations equal in total to
the outstanding principal amount of the Reg S Temporary Global Note upon
expiration of the Distribution Compliance Period.




“Reg S Temporary Global Note”
means one or more temporary Global Notes bearing the Private Placement Legend
and the Reg S Temporary Global Note Legend,
issued in an aggregate amount of denominations equal in total to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.







NY\1553136.6
 26







“Reg S Temporary Global Note
Legend” means the legend set forth in Section 2.6(g)(iii) hereof, which
is required to be placed on all Reg S Temporary Global Notes issued under this
Indenture.




“Registration Rights
Agreement”means the Registration
Rights Agreement, dated as of the Issue Date, by and among the Issuers and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time.




“Regulation S” means
Regulation S promulgated under the Securities Act, as it may be amended from
time to time, and any successor provision thereto.




“Regulation S Global Note”
means a Reg S Temporary Global Note or a Reg S Permanent Global Note, as the
case may be.




“Related Business” means any
business in which PGP, the Company or any Subsidiary of the Company was engaged
on the Issue Date and any and all other businesses that in the good faith
judgment of the Managers of the Company are similar, related, ancillary or
complementary to such business, including, but not limited to, the entertainment
and hotel businesses and food and beverage distribution operations.




“Required Regulatory
Redemption” means a redemption by the Issuers of any Holder’s Notes
pursuant to, and in accordance with, any order of any Governmental Authority
with appropriate jurisdiction and authority relating to a Gaming License, or to
the extent necessary in the reasonable, good faith judgment of the Managers of
the Company to prevent the loss, failure to obtain or material impairment or to
secure the reinstatement of, any Gaming License, where such redemption or
acquisition is required because the Holder or beneficial owner of Notes is
required to be found suitable or to otherwise qualify under any gaming or
similar laws and is not found suitable or so qualified within 30 days after
being requested to do so (or such lesser period that may be required by any
Governmental Authority).




“Responsible Officer” shall
mean, when used with respect to the Trustee, any officer within the corporate
trust department of the Trustee, including any vice president, assistant vice
president, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject.




“Restricted Definitive Note”
means one or more Definitive Notes bearing the Private Placement Legend, issued
under this Indenture.







NY\1553136.6
 27





“Restricted Global Note” means
one or more Global Notes bearing the Private Placement Legend, issued under this
Indenture; provided,
that in no case shall an Exchange Note issued in accordance with this Indenture
and the terms of the Registration Rights Agreement be a Restricted Global
Note.




“Restricted Investment” means
an Investment other than a Permitted Investment.




“Restricted Payments”
means:




(i)           any
dividend or other distribution declared or paid on account of any Equity
Interests of the Company or any of the Restricted Subsidiaries or any other
payment to any Excluded Person or Affiliate thereof (other than, in each case,
(a) dividends or distributions payable in Equity Interests (other than
Disqualified Capital Stock) of the Company or (b) amounts payable to the Company
or any Restricted Subsidiary);




(ii)           any
payment to purchase, redeem or otherwise acquire or retire for value any Equity
Interest of the Company, any Restricted Subsidiary or any other Affiliate of the
Company (other than any such Equity Interest owned by the Company or any
Restricted Subsidiary);




(iii)           any
principal payment on, or purchase, redemption, defeasance or other acquisition
or retirement for value of, any Indebtedness of the Company or any Subsidiary
Guarantor that is contractually subordinated in right of payment to the Notes or
such Subsidiary Guarantor’s Subsidiary Guaranty thereof, as the case may be,
prior to any scheduled principal payment, sinking fund payment or other payment
at the stated maturity thereof; or




(iv)           any
Restricted Investment.




“RestrictedSubsidiary” means any
Subsidiary which at the time of determination is not an Unrestricted
Subsidiary.




“Return from Unrestricted
Subsidiaries” means (a) 50% of any dividends or distributions received by
the Company or a Restricted Subsidiary from an Unrestricted Subsidiary, to the
extent that such dividends or distributions were not otherwise included in
Consolidated Net Income of the Company, plus (b) to the extent not otherwise
included in Consolidated Net Income of the Company, an amount equal to the net
reduction in Investments in Unrestricted Subsidiaries resulting from (i)
repayments of the principal of loans or advances or other transfers of assets to
the Company or any Restricted Subsidiary from Unrestricted Subsidiaries or (ii)
the sale or liquidation of any Unrestricted Subsidiaries, plus (c) to the extent
that any Unrestricted Subsidiary of the Company is designated to be a Restricted
Subsidiary, the fair market value of the Company’s Investment in such Subsidiary
on the date of such designation.




“Rule 144” means Rule 144
promulgated under the Securities Act, as it may be amended from time to time,
and any successor provision thereto.
  “Rule 144A” means Rule 144A
promulgated under the Securities Act, as it may be amended from time to time,
and any successor provision thereto.





NY\1553136.6
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“SEC” means the United States
Securities and Exchange Commission, or any successor agency.




“Secured Debt” means
Indebtedness of the Company or its Restricted Subsidiaries secured by a Lien
(other than a Lien permitted to be incurred pursuant to clauses (ii)-(vii), (x),
(xiii)-(xvi) or (xviii)-(xxiii) of the definition of Permitted
Liens).




“Secured Leverage Ratio”
means, as of any date of determination, the ratio of (a) the aggregate
principal amount of Secured Debt outstanding on such date (and, for this
purpose, letters of credit will be deemed to have a principal amount equal to
the face amount thereof, whether or not drawn) to (b) Consolidated EBITDA
of the Company for the most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding such date of
determination, in each case with such pro forma adjustments to Secured Debt and
Consolidated EBITDA as are appropriate and consistent with the pro forma
adjustment provisions set forth in the definition of “Interest Coverage
Ratio.”




“Secured Party” means the
Collateral Agent under the Security Documents.




“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.




“Security Agreement” means
that pledge and security agreement dated the date hereof granting a security
interest in the Collateral from the Issuers (and any future Subsidiary
Guarantors) in favor of the Collateral Agent.




“Security Documents” means,
collectively, the Security Agreement, the Pledge Agreement, the Mortgages and
all mortgages, leasehold mortgages, deeds of trust, security agreements, pledge
agreements, control agreements, collateral assignment agreements, collateral
access agreements, intellectual property security agreements and other
agreements, instruments, financing statements and other documents evidencing,
creating, setting forth or limiting any Lien on Collateral in favor of the
Collateral Agent (or, in the case of mortgages, deeds of trust or similar
agreements, in favor of the Collateral Agent or another collateral agent
thereunder), for the benefit of the Holders.




“Shelf Registration Statement”
shall have the meaning set forth in the Registration Rights
Agreement.




“Significant Subsidiary” shall
have the meaning provided under Regulation S-X of the Securities Act, as in
effect on the Issue Date.







NY\1553136.6
 29





“Special Record Date” means,
for payment of any Defaulted Interest, a date fixed by the Paying Agent pursuant
to Section 2.12 hereof.




“Specified Equity
Contributions” means the Cash Equivalents or other assets (valued at
their fair market value) received by the Company after the Issue Date from
(i) contributions to its common equity capital, and (ii) the sale
(other than to a Subsidiary of the Company) of Equity Interests (other than
Disqualified Capital Stock) of the Company, in each case, designated as
Specified Equity Contributions pursuant to an Officers’ Certificate on or
promptly after the date such capital contributions are made or the date such
Equity Interests are sold, as the case may be.




“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, and its
successors.




“Stated Maturity,” when used
with respect to any Note, means August 15, 2015.




“subsidiary” means, with
respect to any Person, (i) any corporation, association or other business entity
(including a limited liability company) of which more than 50% of the total
voting power of shares of Voting Stock thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
subsidiaries of that Person or a combination thereof and (ii) any partnership in
which such Person or any of its subsidiaries is a general partner.




“Subsidiary” means any
subsidiary of the Company.




“Subsidiary Guarantor” means
any Subsidiary that has executed and delivered in accordance with the Indenture
a Subsidiary Guaranty, and such Person’s successors and assigns.




“Subsidiary Guaranty” means an
unconditional and irrevocable guaranty by a Subsidiary Guarantor of the
Obligations of the Issuers under the Notes and this Indenture, on a senior
secured basis, as set forth in this Indenture, as amended from time to time in
accordance with the terms thereof.




“Tax Loss Benefit Amount”
means with respect to any taxable year, the amount by which the Permitted Tax
Distributions would be reduced were a net operating loss or net capital loss
from a prior taxable year of the Company ending subsequent to the first day of
the taxable year of the Company following the taxable year that includes the
Issue Date (such day, the “Loss Date”) carried forward
to the applicable taxable year; provided, that for such
purpose the amount of any such net operating loss or net capital loss shall be
used only once and in each case shall be carried forward to the next succeeding
taxable year until so used. For purposes of calculating the Tax Loss Benefit
Amount, the proportionate part of the items of taxable income, gain, deduction,
or loss (including capital gain or loss) of any Subsidiary that is a Flow
Through Entity for a taxable year of such Subsidiary ending subsequent to the
Loss Date, which items of income, gain, deduction or loss are allocated to or
otherwise treated as items of income, gain,
deduction or loss of the Company for Federal income tax purposes, shall be
included in determining the amount of net operating loss or net capital loss of
the Company.







NY\1553136.6
 30







“TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on
which this Indenture is qualified under the TIA.




“Transactions” means the
transactions described in the Offering Memorandum under the section “Description
of Related Transactions.”




“Transfer Restricted Notes”
means Global Notes and Definitive Notes that bear or are required to bear the
Private Placement Legend, issued under this Indenture.




“Treasury Rate” means, as of
any redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the redemption
date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the redemption date to August 15, 2012; provided, however, that if no
published maturity exactly corresponds with such date, then the Treasury Rate
shall be interpolated or extrapolated on a straightline basis from the
arithmetic mean of the yields for the next shortest and next longest published
maturities; provided,
however, that if the period from the redemption date to August 15, 2012
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.




“Trustee” means U.S. Bank
National Association, as trustee under this Indenture, until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means such successor serving hereunder.




“Unrestricted Definitive Note”
means one or more Definitive Notes that do not bear and are not required to bear
the Private Placement Legend, issued under this Indenture.




“Unrestricted Global Note”
means one or more permanent Global Notes representing a series of Notes that
does not bear and is not required to bear the Private Placement Legend, issued
under this Indenture.




“Unrestricted Subsidiary”
means any Subsidiary that, at or prior to the time of determination, shall have
been designated by the Managers of the Company as an Unrestricted Subsidiary and
each subsidiary of such Subsidiary; provided, that such
Subsidiary or any of its subsidiaries does not hold any Indebtedness or Capital
Stock of, or any Lien on any assets of, the Company or any Restricted
Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be







NY\1553136.6
 31





provided




“Unsecured Notes” means the
10.750% senior notes due 2017, which notes shall be unsecured and have a final
scheduled maturity date no earlier than August 15, 2017.




“Upper Tier Equity Holder”
means, in the case of any Flow Through Entity the Equity Holder of which is, in
turn, a Flow Through Entity, the person that is ultimately subject to tax on a
net income basis on the items of taxable income, gain, deduction, and loss of
the Company and the Subsidiaries that are Flow Through Entities.




“U.S. Person” means a U.S.
person as defined in Rule 902(k) under the Securities Act.




“Voting Stock” means, with
respect to any Person, (i) one or more classes of the Capital Stock of such
Person having general voting power to elect at least a majority of the Board of
Directors, managers or trustees of such Person (regardless of whether at the
time Capital Stock of any other class or classes have or might have voting power
by reason of the happening of any contingency) and (ii) any Capital Stock of
such Person convertible or exchangeable without restriction at the option of the
holder thereof into Capital Stock of such Person described in clause (i)
above.




“Warner Land” means the
93-acres of land adjacent to the racino acquired by OED from Bart C. Warner
pursuant to the Sale with Mortgage, dated October 24, 2003.




“Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years (rounded to the nearest one-twelfth) obtained by dividing (i) the then
outstanding principal amount of such Indebtedness into (ii) the total of the
product obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated
to the nearest one-twelfth) that shall elapse between such date and the making
of such payment.




“Wholly Owned Subsidiary” of
any Person means a subsidiary of such Person all the Capital Stock of which
(other than directors’ qualifying shares) is owned directly or indirectly by
such Person; provided,
that with respect to the Company, the term Wholly Owned Subsidiary shall exclude
Unrestricted Subsidiaries.







NY\1553136.6
 32






Section
      1.2
            Other
      Definitions




Term                                                                Defined in
Section


“Affiliate
Transaction”                                                 4.12


“Authentication
Order”                                                2.2


“Benefited
Party”                                                           11.1


“C
Corporation”                                           Definition of Permitted C-Corp
Conversion


“Change
of Control
Offer”                                           4.15


“Change
of Control
Payment”                                     4.15


“Change
of Control Payment
Date”                            4.15


“Corporate
Trust
Office”                                              4.2


“Covenant
Defeasance”                                               8.3


“Defaulted
Interest”                                                      2.12


“DTC”                                                                              2.3


“Event of
Default”                                                         6.1


“Excess
Proceeds”                                                         4.13


“Excess
Proceeds
Offer”                                               4.13


“Excess
Proceeds Offer
Period”                                   4.13


“Existing
Holders”                                          Definition of Excluded
Person


“Federal
Flow Through
Entity”                    Definition of Flow Through
Entity


“incur”                                                                              4.7


“Investment
Company
Act”                                         4.17


“Legal
Defeasance”                                                        8.2


“Mandatory
Redemption”                                             3.9(a)


“Mandatory
Redemption
Amount”                              3.9(a)


“Mandatory
Redemption
Trigger”                               3.9(a)


“Notes”                                                                            Preamble


“Paying
Agent”                                                               2.3


“Purchase
Amount”                                                        4.13


“Refinance”                                                                       4.7


“Refinancing
Indebtedness”                                          4.7


“Registrar”                                                                         2.3


“Series A
Notes”                                                           Preamble


“Series B
Notes”                                                           Preamble


“Subsidiary
Guaranty
Obligations”                               11.1





Section
      1.3
            Incorporation
      by Reference of Trust Indenture Act







NY\1553136.6
 33





Whenever
this Indenture refers to a provision of the TIA, such provision is incorporated
by reference in and made a part of this Indenture.





The
following TIA terms used in this Indenture have the following
meanings:




“Commission” means the SEC;
and




“obligor” on the Notes means
each of the Issuers, each Subsidiary Guarantor and any successor obligor upon
the Notes.




All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.




Section
      1.4
            Rules
      of Construction




Unless
the context otherwise requires:




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




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




(3)  “or” is
not exclusive;




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




(5)  provisions
apply to successive events and transactions;




(6)  “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;




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




(8)  references
to the “Intercreditor Agreement” shall mean if the Intercreditor Agreement is
then in effect.




ARTICLE
II


THE
NOTES




Section
2.1  Form
and Dating




(a) General.  The Notes and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A
hereto; provided, that the form of the Exchange Notes shall include such
variations as are permitted or required by the Registration Rights
Agreement.
 
 The Notes
may have notations, legends or endorsements required by law, stock exchange
rule, depository rule or usage.  Each Note shall be dated the date of
its issuance and shall show the date of its authentication.  The Notes
shall be in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.







NY\1553136.6
 34







The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and each of the Issuers, the Subsidiary
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any provision of any Note conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.




(b)  Global
Notes.  Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” attached
thereto).  Notes issued in definitive form shall be substantially in
the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto).  Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.  Any endorsement of
a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Notes Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.6
hereof.




(c)  Euroclear and Clearstream Procedures
Applicable.  The provisions of the “Operating Procedures of the
Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking Luxembourg” and “Customer
Handbook” of Clearstream Banking Luxembourg in effect at the relevant time shall
be applicable to transfers of beneficial interests in the Regulation S Global
Notes that are held by Participants through Euroclear or Clearstream Banking
Luxembourg.




Section
      2.2
            Execution
      and Authentication




One
Officer shall sign the Notes for each of the Issuers by manual or facsimile
signature.  In the case of Definitive Notes, such signatures may be
imprinted or otherwise reproduced on such Notes.  If an Officer whose
signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be







NY\1553136.6
 35





valid.  A
Note shall not be valid until authenticated by the manual signature of the
Trustee.  The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.  The Trustee shall, upon a
written order of the Issuers signed by an Officer (an “Authentication Order”),
authenticate Notes for original issuance up to the aggregate principal amount
stated in such Authentication Order; provided that Notes
authenticated for issuance on the Issue Date shall not exceed $240,000,000 in
aggregate principal amount.  The Authentication Order shall specify
the amount of the Notes to be authenticated, the number of separate Notes to be
authenticated, the registered holder of each Note and delivery
instructions.  The Trustee may appoint an authenticating agent
acceptable to the Issuers to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with Holders or an Affiliate of the Issuers.




Section
      2.3
            Registrar,
      Paying Agent and Depositary




The
Issuers shall maintain an office or agency in the Borough of Manhattan, The City
of New York, which shall initially be U.S. Bank National Association, where (i)
Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) Notes
may be presented for payment (“Paying
Agent”).  The Registrar shall keep a register of the Notes and
of their transfer and exchange.  The Issuers may appoint one or more
co-registrars and one or more additional paying agents.  The term
“Registrar” includes
any co-registrar and the term “Paying Agent” includes any
additional paying agent.  The Issuers may change any Paying Agent or
Registrar without notice to any Holder.  The Issuers shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture.  If the Issuers fail to appoint or maintain another entity
as Registrar or Paying Agent, the Trustee shall act as such.  The
Company or any of its subsidiaries may act as Paying Agent or
Registrar.  The Issuers initially appoint The Depository Trust Company
(“DTC”) to act as
Depositary with respect to the Global Notes.  The Issuers initially
appoint the Trustee to act as the Registrar and Paying Agent and to act as Notes
Custodian with respect to the Global Notes.




Section
      2.4
            Paying
      Agent to Hold Money in Trust




The
Issuers shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or Interest on the Notes, and shall
notify the Trustee of any default by the Issuers in making any such
payment.  While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee.  The Issuers
at any time may require a Paying Agent to pay all money held by it to the
Trustee.  Upon payment over to the Trustee, the Paying Agent (if other
than the Company or one of its subsidiaries) shall have no further liability for
the money.  If the Company or one of its subsidiaries acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.  Upon any bankruptcy
or reorganization proceedings relating to the Issuers, the Trustee shall serve
as Paying Agent for the Notes.




Section
      2.5
              Holder
      Lists
  The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA § 312(a).  If the Trustee is not the
Registrar, the Issuers shall furnish, or shall cause the Registrar (if other
than the Company or one of its subsidiaries) to furnish, to the Trustee at least
seven Business Days before each Interest Payment Date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuers shall otherwise comply with TIA § 312(a).





NY\1553136.6
 36





Section
      2.6
            Transfer
      and Exchange




(a)  Transfer and Exchange of Global
Notes.  A Global Note may not be transferred except as a whole
by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor
Depositary.  All Global Notes shall be exchanged by the Issuers for
Definitive Notes if (i) the Issuers deliver to the Trustee notice from the
Depositary that (x) the Depositary is unwilling or unable to continue to act as
Depositary for the Global Notes or (y) the Depositary is no longer a clearing
agency registered under the Exchange Act, and in either case, the Issuers fail
to appoint a successor Depositary within 90 days of such notice from the
Depositary, (ii) the Issuers, in their sole discretion, determine that the
Global Notes (in whole but not in part) should be exchanged for Definitive Notes
and delivers a written notice to such effect to the Trustee or (iii) upon
request of the Trustee or Holders of a majority of the aggregate principal
amount of outstanding Notes if there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes; provided, that in no event
shall the Reg S Temporary Global Note be exchanged by the Issuers for Definitive
Notes prior to (x) the expiration of the Distribution Compliance Period and (y)
the receipt by the Registrar of any certificate identified by the Issuers and
their counsel to be required pursuant to Rule 903 or Rule 904 under the
Securities Act.  Upon the occurrence of any of the preceding events in
(i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the
Depositary shall instruct the Trustee.  Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10
hereof.  Every Note authenticated and delivered in exchange for, or in
lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or
Section 2.7 or 2.10 hereof, shall be authenticated and delivered in the form of,
and shall be, a Global Note.  A Global Note may not be exchanged for
another Note other than as provided in this Section 2.6(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.6(b), (c) or (f) hereof.




(b)  Transfer and Exchange of Beneficial
Interests in the Global Notes. The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable
Procedures.  Beneficial interests in the Restricted Global Notes shall
be subject to restrictions on transfer comparable to those set forth herein to
the extent required by the Securities Act.  Transfers of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (1) or (2) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable:







NY\1553136.6
 37




(1)  Transfer of Beneficial Interests in
the Same Global Note.  Beneficial interests in any Restricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in the same Restricted Global Note in accordance with
the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Distribution Compliance Period, transfers of beneficial
interests in the Reg S Temporary Global Note may not be made to a U.S. Person or
for the account or benefit of a U.S. Person (other than an Initial
Purchaser).  Beneficial interests in any Unrestricted Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note.  No written orders or
instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.6(b)(1), but the Issuers or the Trustee
may request an Opinion of Counsel.




(2)  All Other Transfers and Exchanges of
Beneficial Interests in Global Notes (including for Definitive
Notes).  In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.6(b)(1) above, the
transferor of such beneficial interest must deliver to the Registrar either (A)
(1) an order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to credit or cause to be credited a beneficial interest in another Global Note
in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase
or (B) (1) an order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary
to cause to be issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given by the
Depositary to the Registrar containing information regarding the Person in whose
name such Definitive Note shall be registered to effect the transfer or exchange
referred to in (B)(1) above; provided, that in no event
shall Definitive Notes be issued upon the transfer or exchange of beneficial
interests in the Reg S Temporary Global Note prior to (x) the expiration of the
Distribution Compliance Period and (y) the receipt by the Registrar of any
certificates identified by the Issuers or their counsel to be required pursuant
to Rule 903 and Rule 904 under the Securities Act.  Upon consummation
of an Exchange Offer by the Issuers in accordance with Section 2.6(f) hereof,
the requirements of this Section 2.6(b)(2) shall be deemed to have been
satisfied upon receipt by the Registrar of the instructions contained in the
Letter of Transmittal delivered by the Holder of such beneficial interests in
the Restricted Global Notes.  Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.6(h) hereof.




(3)  Transfer of Beneficial Interests to
Another Restricted Global Note.  A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof
in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.6(b)(2) above and the
Registrar receives the following:





NY\1553136.6
 38





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




(B)  if the
transferee shall take delivery in the form of a beneficial interest in the 501
Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (3)(d) thereof;
or




(C)  if the
transferee shall take delivery in the form of a beneficial interest in the Reg S
Temporary Global Note or the Reg S Permanent Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof.




(4)  Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note.  A beneficial interest in
any Restricted Global Note may be exchanged by any holder thereof for a
beneficial interest in an Unrestricted Global Note or transferred to a Person
who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.6(b)(2) above and:




(A)  such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and Section 2.6(f) hereof, and the holder
of the beneficial interest to be transferred, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in
the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Issuers;




(B)  such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement and a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(c) thereof, is
delivered by the transferor;




(C)  such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement and
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, is delivered by the transferor;
or




(D)  the
Registrar receives the following: (1) if the holder of such beneficial interest
in a Restricted Global Note proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item
(1)(a) thereof; or (2) if the holder of such beneficial interest in a Restricted
Global Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof; and, in each such case set
forth in this subparagraph (D), an Opinion of Counsel in form, and from legal
counsel, reasonably acceptable to the Registrar and the Issuers to the effect
that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the
Securities Act.







NY\1553136.6
 39







If any
such transfer is effected pursuant to subparagraph (B) or (D) above at a time
when an Unrestricted Global Note has not yet been issued, the Issuers shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes
in an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D)
above.  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.




(c)  Transfer and Exchange of Beneficial
Interests for Definitive Notes. Transfer and exchange of beneficial
interests in the Global Notes for Definitive Notes shall be made subject to
compliance with this Section 2.6(c), and the requesting Holder shall provide any
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.6(c).  Upon receipt of such
applicable documentation, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Note or Unrestricted Global Note, as
applicable, to be reduced accordingly pursuant to Section 2.6(h) hereof, and the
Issuers shall execute and, upon receipt of an Authentication Order pursuant to
Section 2.2, the Trustee shall authenticate and deliver to the Person designated
in the instructions a Restricted Definitive Note or an Unrestricted Definitive
Note, as applicable, in the appropriate principal amount.  Any
Definitive Note issued in exchange for a beneficial interest in a Global Note
pursuant to this Section 2.6(c) shall be registered in such name or names and in
such authorized denomination or denominations as the Holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant.  The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Definitive
Notes are so registered.




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




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





NY\1553136.6
 40








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




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




(D)  if such
beneficial interest is being transferred to an Institutional Accredited Investor
in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) and (C) above, a certificate to
the effect set forth in Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3)(d) thereof, if
applicable; or




(E)  if such
beneficial interest is being transferred to the Issuers or any of their
respective subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof.




Any
Restricted Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.6(c)(1) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.




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




(A)  such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and Section 2.6(f) hereof, and the holder
of such beneficial interest, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of
the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
of the Issuers;




(B)  such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement and a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(c) thereof, is
delivered by the transferor;




(C)  such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement and
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, is delivered by the transferor;
or
  (D)  the
Registrar receives the following: (1) if the holder of such beneficial interest
in a Restricted Global Note proposes to exchange such beneficial interest for an
Unrestricted  Definitive Note, a certificate from such holder in the
form of Exhibit C hereto, including the certifications in item (1)(b) thereof;
or (2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate
from such holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof; and, in each such case set forth in this subparagraph (D),
an Opinion of Counsel in form, and from legal counsel, reasonably acceptable to
the Registrar and the Issuers to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.





NY\1553136.6
 41





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




(3)  Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes.  If any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for an Unrestricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note, then such holder shall satisfy the applicable
conditions set forth in Section 2.6(b)(2) hereof.  Any Unrestricted
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.6(c)(3) shall not bear the Private Placement Legend.




(4)  Transfer or Exchange of Reg S
Temporary Global Notes.  Notwithstanding the other provisions
of this Section 2.6, a beneficial interest in the Reg S Temporary Global Note
may not be (A) exchanged for a Definitive Note prior to (x) the expiration of
the Distribution Compliance Period (unless such exchange is approved by the
Issuers, does not require an investment decision on the part of the Holder
thereof and does not violate the provisions of Regulation S) and (y) the receipt
by the Registrar of any certificates identified by the Issuers or their counsel
to be required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (B)
transferred to a Person who takes delivery thereof in the form of a Definitive
Note prior to the events set forth in clause (A) above or unless the transfer is
pursuant to an exemption from the registration requirements of the Securities
Act other than Rule 903 or Rule 904.




(d)  Transfer and Exchange of Definitive
Notes for Beneficial Interests.  Transfer and exchange of
Definitive Notes for beneficial interests in the Global Notes shall be made
subject to compliance with this Section 2.6(d), and the requesting Holder shall
provide any certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.6(d).  Upon
receipt from such Holder of such applicable documentation and the surrender to
the Registrar of the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar, duly executed by
such Holder or by its attorney, duly authorized in writing, the Registrar shall
register the transfer or exchange of the Definitive Notes.  The
Trustee shall cancel such Definitive Notes so surrendered and cause the
aggregate principal amount of the applicable Restricted Global Note or
Unrestricted Global Note, as applicable, to be increased accordingly pursuant to
Section 2.6(h) hereof.







NY\1553136.6
 42







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




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




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




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




(D)  if such
Restricted Definitive Note is being transferred to an Institutional Accredited
Investor in accordance with Regulation D under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(d) thereof;




the
Trustee shall cancel the Restricted Definitive Note and increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, in the case of clause (C) above, the Regulation S Global Note
and in the case of clause (D) above, the 501 Global Note.




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







NY\1553136.6
 43




(A)  such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and Section 2.6(f) hereof, and the
Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1) a
Broker-Dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Issuers;




(B)  such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement and a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(c) thereof, is
delivered by the transferor;




(C)  such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement and
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, is delivered by the transferor;
or




(D)  the
Registrar receives the following: (1) if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for a beneficial interest in
the Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of a beneficial interest
in the Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof; and, in each
such case set forth in this subparagraph (D), an Opinion of Counsel in form, and
from legal counsel, reasonably acceptable to the Registrar and the Issuers to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act.




(3)  Unrestricted Definitive Notes to
Beneficial Interests in Unrestricted Global Notes.  A Holder of
an Unrestricted Definitive Note may exchange such Note for a beneficial interest
in an Unrestricted Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note at any time.




If any
such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2)(B), (2)(D) or (3) of this Section 2.6(d)
at a time when an Unrestricted Global Note has not yet been issued, the Issuers
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.







NY\1553136.6
 44





(e)  Transfer and Exchange of
Definitive Notes for Definitive Notes.  Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of
this Section 2.6(e), the Registrar shall register the transfer or exchange of
Definitive Notes.  Prior to such registration of transfer or exchange,
the requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing.  The Trustee shall cancel any such
Definitive Notes so surrendered, and the Issuers shall execute and, upon receipt
of an Authentication Order pursuant to Section 2.2, the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Restricted Definitive Note or an Unrestricted Definitive Note, as applicable, in
the appropriate principal amount.  Any Definitive Note issued pursuant
to this Section 2.6(c) shall be registered in such name or names and in such
authorized denomination or denominations as the Holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant.  The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Definitive
Notes are so registered.  In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section
2.6(e).




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




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




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




(C)  if such
beneficial interest is being transferred to an Institutional Accredited Investor
in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (A) and (B) above, then the
transferor must deliver a certificate to the effect set forth in Exhibit B
hereto, including the certifications, certificates and Opinion of Counsel
required by item (3)(d) thereof, if applicable; or




(D)  if such
beneficial interest is being transferred to the Issuers or any of their
subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof, must be delivered by the
transferor.




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







NY\1553136.6
 45







(A)  such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and Section 2.6(f) hereof, and the
Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1) a
Broker-Dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Issuers;




(B)  any such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement and a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(c) thereof, is
delivered by the transferor;




(C)  any such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement and
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, is delivered by the transferor;
or




(D)  the
Registrar receives the following: (1) if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit D hereto, including
the certifications in item (1)(d) thereof; or (2) if the Holder of such
Restricted Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof; and, in each such case set forth in this
subparagraph (D), an Opinion of Counsel in form, and from legal counsel,
reasonably acceptable to the Registrar and the Issuers to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities
Act.




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




(f)  Exchange
Offer.  Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Issuers shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.2 and an Opinion
of Counsel for the Issuers as to certain matters discussed in this Section
2.6(f), the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the sum of (A) the principal amount of
the beneficial interests in the Restricted Global Notes exchanged or transferred
for beneficial interests in Unrestricted Global Notes in connection with the
Exchange Offer pursuant to Section 2.6(b)(4) and (B) the
principal amount of Restricted Definitive Notes exchanged or transferred for
beneficial interests in Unrestricted Global Notes in connection with the
Exchange Offer pursuant to Section 2.6(d)(2), in each case tendered for
acceptance by Persons that certify in the applicable Letters of Transmittal that
(x) they are not Broker-Dealers, (y) they are not participating in a
distribution of the Exchange Notes and (z) they are not affiliates (as defined
in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer,
and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to
the sum of (A) the principal amount of the Restricted Definitive Notes exchanged
or transferred for Unrestricted Definitive Notes in connection with the Exchange
Offer pursuant to Section 2.6(e)(2) and (B) Restricted Global Notes exchanged or
transferred for Unrestricted Definitive Notes in connection with the Exchange
Offer pursuant to Section 2.6(c)(2), in each case tendered for acceptance by
Persons that certify in the applicable Letters of Transmittal that (x) they are
not Broker-Dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Issuers, and accepted for exchange in the Exchange
Offer.  Concurrently with the issuance of such Notes, the Trustee
shall cancel any Definitive Notes so surrendered and shall cause the aggregate
principal amount of the applicable Restricted Global Notes to be reduced
accordingly, and the Issuers shall execute and, upon receipt of an
Authentication Order pursuant to Section 2.2, the Trustee shall authenticate and
deliver to the Persons designated by the Holders of Definitive Notes so accepted
Definitive Notes in the appropriate principal amount.





NY\1553136.6
 46







The
Opinion of Counsel for the Issuers referenced above shall state
that:




(1)  the
issuance and sale of the Exchange Notes by the Issuers has been duly authorized
and, when executed by the Issuers and authenticated by the Trustee in accordance
with the provisions of this Indenture and delivered in exchange for Series A
Notes in accordance with this Indenture and the Exchange Offer, the Exchange
Notes shall be entitled to the benefits of this Indenture and shall be valid and
binding obligations of the Issuers, enforceable against the Issuers in
accordance with their terms, subject to customary qualifications including
exceptions for bankruptcy, fraudulent transfer and equitable principles;
and




(2)  when the
Exchange Notes are issued and executed by the Issuers and authenticated by the
Trustee in accordance with the provisions of this Indenture and delivered in
exchange for Series A Notes in accordance with this Indenture and the Exchange
Offer, the Subsidiary Guarantees by the Subsidiary Guarantors endorsed thereon
shall be entitled to the benefits of this Indenture and shall be the valid and
binding obligations of the Subsidiary Guarantors, enforceable against the
Subsidiary Guarantors in accordance with their terms, subject to customary
qualifications including exceptions for bankruptcy, fraudulent transfer and
equitable principles.




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




(i)  Private
Placement Legend.




(1)  Except as
permitted by subparagraph (2) below, each Global Note and each Definitive Note
(and all Notes issued in exchange therefor or substitution thereof) shall bear
the legend in substantially the following form:
  “THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.





NY\1553136.6
 47





THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS
OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY
(A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D)
PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)
(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
“ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE
TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND IN EACH
CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY U.S. STATE OR ANY
OTHER APPLICABLE JURISDICTION.”




(2)  Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) to
this Section 2.6 (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend.




(ii)  Global Note
Legend.  To the extent required by the Depositary, each Global
Note shall bear legends in substantially the following forms:





NY\1553136.6
 48







“THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.”




“UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.”




(iii)  Reg S Temporary Global Note
Legend.  To the extent required by the Depositary, each Reg S
Temporary Global Note shall bear a legend in substantially the following
form:





“THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN
THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS
THIS NOTE.  NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST
FROM ACCRUING ON THIS NOTE.”





NY\1553136.6
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(h)  Cancellation and/or Adjustment of
Global Notes.  At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or cancelled in whole and not in
part, each such Global Note shall be returned to or retained and cancelled 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 shall take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement may be made on such Global Note by the Trustee or
by the Depositary at the direction of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who
shall 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 may be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.




(i)  General Provisions Relating to
Transfers and Exchanges.




(i)  To permit
registrations of transfers and exchanges, the Issuers shall execute and the
Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order.




(ii)  No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Issuers may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Section 2.10, 3.6, 4.13 or 4.15
hereof).




(iii)  The
Registrar shall not be required to register the transfer of or exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.




(iv)  All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of
the Issuers, evidencing the same Indebtedness, and entitled to the same benefits
under this Indenture, as the Global Notes or Definitive Notes surrendered upon
such registration of transfer or exchange.




(v)  The
Issuers shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.2 hereof
and ending at the close of business on the day of selection, (B) to register the
transfer of or to exchange any Note so selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part or (C) to
register the transfer of or to exchange a Note between an Interest Record Date
and the next succeeding Interest Payment Date.
  (vi)  Prior to
due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuers may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent or the Issuers shall be affected by notice to
the contrary.







NY\1553136.6
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(vii)  The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.2 hereof.




(viii)  All
certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.6 to effect a registration of transfer
or exchange may be submitted by facsimile.




Notwithstanding
anything herein to the contrary, as to any certifications and certificates
delivered to the Registrar pursuant to this Section 2.6, the Registrar’s duties
shall be limited to confirming that any such certifications and certificates
delivered to it are in the form of Exhibits A, B, C, D and E attached
hereto.  The Registrar shall not be responsible for confirming the
truth or accuracy of representations made in any such certifications or
certificates.




Section
      2.7
            Replacement
      Notes




If any
mutilated Note is surrendered to the Trustee or the Issuers, or if the Trustee
or the Issuers receive evidence (which evidence may be from the Trustee) to
their satisfaction of the destruction, loss or theft of any Note, the Issuers
shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee’s requirements are
met.  If required by the Trustee or the Issuers, an affidavit of lost
certificate and/or an indemnity bond or other indemnity must be supplied by the
requesting Holder that is sufficient in the judgment of the Trustee and the
Issuers to protect the Issuers, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is
replaced.  The Issuers may charge for its expenses in replacing a
Note, including reasonable fees and expenses of their counsel and of the Trustee
and its counsel.  Every replacement Note is an additional obligation
of the Issuers
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.




SECTION
      2.8
            Outstanding
      Notes




The Notes
outstanding at any time are all the Notes authenticated by the Trustee
(including any Note represented by a Global Note) except for those cancelled by
it or at its direction, those delivered to it for cancellation, those reductions
in the interest in a Global Note effected by the Trustee in accordance with the
provisions hereof, and those described in this Section 2.8 as not
outstanding.  Except as set forth in Section 2.9 hereof, a Note does
not cease to be outstanding because the Issuers or an Affiliate of either of the
Issuers holds the Note.  If a Note is replaced pursuant to Section 2.7
hereof, such Note, together with the Subsidiary Guaranty of that particular Note
endorsed thereon, ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide
purchaser.  If the principal amount of any Note is considered paid
under Section 4.1 hereof, it ceases to be outstanding and Interest on it ceases
to accrue.  If the Paying Agent (other than the Company, a subsidiary
or an Affiliate of any thereof) holds, on a redemption date or the maturity
date, money sufficient to pay Notes payable on that date, then on and after that
date such Notes shall be deemed to be no longer outstanding and shall cease to
accrue Interest.





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Section
      2.9
            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 by
any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuers, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.




Section
      2.10
            Temporary
      Notes




Until
certificates representing Notes are ready for delivery, the Issuers may prepare
and the Trustee, upon receipt of an Authentication Order, 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 and as shall be reasonably acceptable to the
Trustee.  Without unreasonable delay, the Issuers shall prepare and
the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes.  Until such exchange, holders of temporary Notes shall be
entitled to all of the benefits of this Indenture.




Section
      2.11
            Cancellation




The
Issuers at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee, or at the direction of the
Trustee, the Registrar or the Paying Agent (other than the Issuers or an
Affiliate of the Issuers), and no one else shall cancel all Notes surrendered
for registration of transfer, exchange, payment, replacement or cancellation and
shall destroy cancelled Notes (subject to the record retention requirement of
the Exchange Act).  Certification of the destruction of all cancelled
Notes shall be delivered to the Issuers.  The Issuers may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.




Section
      2.12
              Defaulted
      Interest
  Any
Interest on any Note which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date plus, to the extent lawful, any
interest payable on the defaulted Interest at the rate and in the manner
provided in Section 4.1 hereof and in the Note (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the registered Holder on the relevant Interest
Record Date, and such Defaulted Interest may be paid by the Issuers, at their
election in each case, as provided in clause (1) or (2) below:





NY\1553136.6
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(1)  The
Issuers may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner.  The Issuers shall notify the Trustee and the
Paying Agent in writing of the amount of Defaulted Interest proposed to be paid
on each Note and the date of the proposed payment, and at the same time the
Issuers shall deposit with the Paying Agent an amount of cash equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements reasonably satisfactory to the Paying Agent for such
deposit prior to the date of the proposed payment, such cash when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as provided in this clause (1).  Thereupon the Paying Agent
shall fix a “Special Record Date” for the payment of such Defaulted Interest
which shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the
Paying Agent of the notice of the proposed payment.  The Paying Agent
shall promptly notify the Issuers and the Trustee of such Special Record Date
and, in the name and at the expense of the Issuers, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each Holder at its address as it
appears in the Note register maintained by the Registrar not less than 10 days
prior to such Special Record Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the persons in whose
names the Notes (or their respective predecessor Notes) are registered on such
Special Record Date and shall no longer be payable pursuant to the following
clause (2).




(2)  The
Issuers may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
if, after notice given by the Issuers to the Trustee and the Paying Agent of
the
proposed payment pursuant to this clause, such manner shall be deemed
practicable by the Trustee and the Paying Agent.




Subject
to the foregoing provisions of this Section 2.12, each Note delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the rights to Interest accrued and unpaid, and to accrue,
which were carried by such other Note.
  Section
      2.13
                CUSIP
      Numbers
  The
Issuers in issuing the Notes may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Issuers shall promptly notify the
Trustee of any change in the “CUSIP” numbers.





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Section
      2.14
            Issuance
      of Additional Notes




The
Issuers may, subject to Section 4.7 hereof and applicable law, issue Additional
Notes, in an aggregate principal amount (immediately after giving effect to the
incurrence of such Additional Notes and the applicable of the proceeds
therefrom) not to exceed the Additional Notes Cap. The Notes issued on the Issue
Date and any Additional Notes subsequently issued shall be treated as a single
class for all purposes under this Indenture.




ARTICLE
III


REDEMPTION




Section
3.1  Notices
to Trustee




If the
Issuers elect to redeem Notes pursuant to the optional redemption provisions of
Section 3.7 hereof, it shall furnish to the Trustee, at least 30 days (unless a
shorter period is acceptable to the Trustee) but not more than 60 days (unless a
longer period is acceptable to the Trustee) before a redemption date, an
Officers’ Certificate stating that such redemption is being made pursuant to
Section 3.7 and setting forth (i) the redemption date, (ii) the principal amount
of Notes to be redeemed and (iii) the redemption price.




Section
      3.2
            Selection
      of Notes to Be Redeemed




If less
than all of the Notes are to be redeemed at any time, the Trustee shall select
the Notes or portions thereof to be redeemed among the Holders of the Notes in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot
or in accordance with any other method the Trustee considers fair and
appropriate, provided that Notes in
denominations of $2,000 or less may not be redeemed in part.  In the
event of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.  The
Trustee shall promptly notify the Issuers in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed.  Notes and portions of Notes
in denominations of larger than $2,000 selected shall be in amounts of $2,000 or
integral multiples of $1,000 in excess thereof; except that if all of the Notes
of a Holder are to be redeemed, the entire outstanding amount of Notes held by
such Holder, even if not an integral multiple of $1,000, shall be
redeemed.  Except as provided in the preceding sentence, provisions of
this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption.







NY\1553136.6
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Section
      3.3
            Notice
      of Redemption




Subject
to the provisions of Section 3.7 hereof, at least 30 days but not more than 60
days before a redemption date (except in the case of a Required Regulatory or
Mandatory Redemption requiring less notice), the Issuers shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.




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




(a)  the
redemption date;




(b)  the
redemption price;




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




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




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




(f)  that,
unless the Issuers default in making such redemption payment, Interest (and
Liquidated Damages, if any) on Notes or portions thereof called for redemption
ceases to accrue on and after the redemption date;




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




(h)  that no
representation is made as to the correctness or accuracy of the CUSIP number, if
any, listed in such notice or printed on the Notes.
  At the
Issuers’ request, the Trustee shall give the notice of redemption in the
Issuers’ name and at its expense; provided, however, that the
Issuers shall have delivered to the Trustee, at least 35 days prior to the
redemption date (unless a shorter period shall be acceptable to the Trustee or
is required pursuant to a Regulatory Redemption), an Officers’ Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.
  Section
      3.4
              Effect
      of Notice of Redemption
  Once
notice of redemption is mailed in accordance with Section 3.3 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date
at the redemption price.  At any time prior to the mailing of a notice
of redemption to the Holders pursuant to Section 3.3, the Issuers may withdraw,
revoke or rescind any notice of redemption delivered to the Trustee without any
continuing obligation to redeem the Notes as contemplated by such notice of
redemption.





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Section
      3.5
            Deposit
      of Redemption Price




At or
before 10:00 a.m. on the redemption date, the Issuers shall deposit with the
Trustee or with the Paying Agent immediately available funds sufficient to pay
the redemption price of and accrued and unpaid Interest (and Liquidated Damages,
if any) on all Notes to be redeemed on that date.  The Trustee or the
Paying Agent shall promptly return to the Issuers any money deposited with the
Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to
pay the redemption price of, and accrued and unpaid Interest (and Liquidated
Damages, if any) on, all Notes to be redeemed.




If the
Issuers comply with the provisions of the preceding paragraph, on and after the
redemption date, Interest (and Liquidated Damages, if any) shall cease to accrue
on the Notes or the portions of Notes called for redemption, regardless of
whether such Notes are presented for payment.  If a Note is redeemed
on or after an Interest Record Date but on or prior to the related Interest
Payment Date, then any accrued and unpaid Interest (and Liquidated Damages, if
any) shall be paid to the Person in whose name such Note was registered at the
close of business on such Interest Record Date.  If any Note called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Issuers to comply with the preceding paragraph, Interest shall be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful on any Interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.1
hereof.




If the
redemption date hereunder is on or after an Interest Record Date on which the
Holders of record have a right to receive the corresponding Interest due and
Liquidated Damages, if any, and on or before the associated Interest Payment
Date, any accrued
and unpaid Interest (and Liquidated Damages, if any), due on such Interest
Payment Date shall be paid to the Person in whose name a Note is registered at
the close of business on such Interest Record Date.


Section
      3.6
              Notes
      Redeemed in Part
  Upon
surrender of a Note that is redeemed in part, the Issuers shall issue and, upon
receipt of an Authentication Order, the Trustee shall authenticate for the
Holder at the expense of the Issuers a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.
  Section
      3.7
              Optional
      Redemption
  (a)  Except as
set forth in Section 3.7(b), the Notes are not redeemable at the Issuers’ option
prior to August 15, 2012.  Thereafter, the Notes shall be subject to
redemption, in whole or in part, at the option of the Issuers at the redemption
prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid Interest (and Liquidated Damages, if any) thereon, to the
applicable redemption date, if redeemed during the 12-month period beginning on
August 15 of the years indicated below:





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Year
            Percentage2012
            104.188%2013
            102.094%2014
      and thereafter
            100.000%





(b)  Notwithstanding
Section 3.7(a), at any time or from time to time prior to August 15, 2011, the
Issuers may redeem, at their option, up to 35% of the aggregate principal amount
of the Notes then outstanding, at a redemption price of 108.375% of the
principal amount thereof, plus accrued and unpaid Interest, plus Liquidated
Damages, if any, thereon, if any, through the applicable redemption date, with
the net cash proceeds of one or more Equity Offerings; provided, that (i) such
redemption shall occur within 60 days of the date of closing of such Equity
Offering and (ii) at least 65% of the aggregate principal amount of Notes issued
under this Indenture remains outstanding immediately after giving effect to each
such redemption.




The
restrictions on the optional redemption contained herein do not limit the right
of the Issuers or any of the Subsidiaries to separately make open market,
privately negotiated or other purchases of the Notes from time to
time.




(c)  At any
time prior to August 15, 2012, the Issuers may also redeem all or a part of
the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest, if any, to the date of
redemption, subject to the rights of holders of Notes on the relevant record
date to receive interest due on the relevant Interest Payment Date.




(d)  Any
redemption pursuant to this Section 3.7 shall be made pursuant to the provisions
of Sections 3.1 through 3.6 hereof.
  Section
      3.8
              Regulatory
      Redemption
  Notwithstanding
any other provisions hereof, Notes to be redeemed pursuant to a Required
Regulatory Redemption shall be redeemable by the Issuers, in whole or in part,
at any time upon not less than 20 Business Days nor more than 60 days notice (or
such earlier date as may be ordered by any applicable Governmental Authority) at
a price equal to the lesser of (a) the Holder’s cost thereof and (b) 100% of the
principal amount thereof, plus in either case accrued and unpaid Interest, plus
Liquidated Damages, if any, thereon, if any, to the redemption date (or such
earlier period as ordered by a Governmental Authority).  The Issuers
are not required to pay or reimburse any Holder or beneficial owner of the Notes
for the expenses of any such Holder or beneficial owner related to the
application for any Gaming License, qualification or finding of suitability in
connection with a Required Regulatory Redemption.  Such expenses of
any such Holder or beneficial owner shall, therefore, be the obligation of such
Holder or beneficial owner.  Any Required Regulatory Redemption shall
be made in accordance with the provisions of Sections 3.3, 3.4 and 3.5 unless
other procedures are required by any Governmental Authority.











NY\1553136.6
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Section
      3.9
            Mandatory
      Redemption




(a)  Notwithstanding
any other provisions hereof, if the Proposed Gaming Acquisition is not
consummated or the Amelia Belle Purchase Agreement is terminated in accordance
with its terms, in either case, on or prior to December 31, 2009 (the
occurrence of either such event is referred to herein as the “Mandatory
Redemption Trigger”), Notes in an aggregate principal amount (the “Mandatory
Redemption Amount”) equal to $100,000,000 multiplied by a fraction, the
numerator of which is the aggregate principal amount of Notes that are
outstanding on the date a Mandatory Redemption Trigger first occurs and the
denominator of which is the aggregate principal amount of the Notes and the
Unsecured Notes that are outstanding on such date, will be subject to a single
redemption by the Issuers, and the Issuers shall redeem (the “Mandatory
Redemption”) Notes in an aggregate principal amount equal to the Mandatory
Redemption Amount, upon not less than five Business Days nor more than 60 days
notice, at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest thereon, if any, to the date of
redemption.




(b)  Except
for a Required Regulatory Redemption or a Mandatory Redemption and any offer to
repurchase Notes that the Issuers are required to make in accordance with the
provisions of Sections 4.13 and 4.15 below, the Issuers shall not be required to
make mandatory redemption payments with respect to the Notes.  The
Notes shall not have the benefit of any sinking fund.




ARTICLE
IV


COVENANTS




Section
4.1                   
PAYMENT OF NOTES
  The
Issuers shall pay or cause to be paid the principal of, premium, if any, and
Interest on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and Interest shall be considered paid on the date
due if the Paying Agent (if other than the Company or a subsidiary thereof)
holds as of 12:00 noon Eastern time on the due date money deposited by the
Issuers in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and Interest then due.  The Issuers
shall pay all Liquidated Damages, if any, in the same manner on the dates and in
the amounts set forth in the Registration Rights Agreement and
herein.
  The
Issuers shall pay interest (including Accrued Bankruptcy Interest in any
proceeding under any Bankruptcy Law) on overdue principal at the then applicable
interest rate on the Notes to the extent lawful; it shall pay interest
(including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy
Law) on overdue installments of Interest and Liquidated Damages, if any,
(without regard to any applicable grace period) at the same rate to the extent
lawful.





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Section
      4.2
            Maintenance
      of Office or Agency




The
Issuers shall maintain in the Borough of Manhattan, The City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Issuers in respect of the Notes and this Indenture may be
served.  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, surrenders, notices and demands may be made or
served at 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 additional designations; provided, that no such
designation or rescission shall in any manner relieve the Issuers of their
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York.  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 designate the Corporate Trust Office of the Trustee as one such
office or agency of the Issuers in accordance with Section 2.3
hereof.




Section
      4.3
            SEC
      Reports and Reports to Holders




Regardless
of whether required by the rules and regulations of the SEC, so long as any
Notes are outstanding, the Company shall furnish to the Trustee and Holders,
within 15 days after the Company is or would have been required to file such
with the SEC, (i) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Company were required
to file such Forms, including for each a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and, with respect to the
annual information only, a report thereon by the Company’s independent certified
public accountants and (ii) all information that would be required to be
contained in a filing with the SEC on Form 8-K if the Company were required to
file such reports. From and after the time the Company files a registration
statement with the SEC with respect to the Notes, the Company shall, in lieu of
providing such information to the Trustee and the Holders, file such information
with the SEC so long as the SEC shall accept such filings.




Delivery
of such reports, information and documents 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 Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on an Officer's Certificate).  The Trustee is under no duty to examine such
reports, information or documents to ensure compliance with the provisions of
this Indenture or to ascertain the correctness or otherwise of the information
or the statements contained therein.  The Trustee is entitled to assume
such compliance and correctness unless a Responsible Officer of the Trustee is
informed in writing otherwise.


NY\1553136.6
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Section
      4.4
            Compliance
      Certificate




(a)  The
Issuers shall deliver to the Trustee, within 120 days after the end of each
fiscal year, an Officers’ Certificate stating that a review of the activities of
the Issuers and the Restricted Subsidiaries during the preceding fiscal year has
been made under the supervision of the signing Officers with a view to
determining whether the Issuers 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 his
or her knowledge the Issuers and the Restricted Subsidiaries are not in default
in the performance or observance of any of the terms, provisions and conditions
of this Indenture (or, if a Default or Event of Default shall have occurred and
be continuing, describing all such Defaults or Events of Default of which he or
she may have knowledge and what action the Issuers are taking or proposes to
take with respect thereto).  Each of the Issuers shall provide the
Trustee with timely written notice of any change in its fiscal year end, which
is currently December 31.




(b)  The
Issuers shall, so long as any of the Notes are outstanding, deliver to the
Trustee, within five Business Days of any Officer becoming aware of any Default
(solely to the extent such Default has not been cured or waived in accordance
with the provisions of this Indenture within 5 Business Days of the date on
which such Default occurred) or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Issuers are
taking or propose to take with respect thereto.




Except
with respect to receipt of payments of interest and principal on the Notes
required under this Indenture and any Default or Event of Default information contained
in the Officer's Certificate delivered to the Trustee pursuant to this Section
4.4, the Trustee shall have no duty to review, ascertain or confirm the
Company's compliance with, or the breach of any representation, warranty or
covenant made in this Indenture.


Section
      4.5
              Taxes
  The
Issuers shall pay, and shall cause each of the Restricted Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment would not have a material adverse
effect on the ability of the Issuers and the Subsidiary Guarantors to satisfy
their obligations under the Notes, the Subsidiary Guarantees and this
Indenture.
  Section
      4.6
              Stay,
      Extension and Usury Laws
  Each of
the Issuers covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and each of the Issuers (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.


NY\1553136.6
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Section
      4.7
            Limitation
      on Incurrence of Additional Indebtedness and

                Disqualified
      Equity Interests






(a)  The
Issuers shall not, and shall not permit any of the Restricted Subsidiaries to,
directly or indirectly, (x) create, incur, issue, assume, guaranty or otherwise
become directly or indirectly liable with respect to, contingently or otherwise
(collectively, “incur”), any Indebtedness
(including, without limitation, Acquired Debt) or (y) issue any Disqualified
Capital Stock; provided, that the Company
and the Restricted Subsidiaries may incur Indebtedness (including, without
limitation, Acquired Debt) and issue shares of Disqualified Capital Stock if (a)
no Default or Event of Default shall have occurred and be continuing at the time
of, or would occur after giving effect on a pro forma basis to such incurrence
or issuance, and (b) the Interest Coverage Ratio for the Company’s most recently
ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness
is incurred or such Disqualified Capital Stock is issued would have been not
less than 2.0 to 1.0 determined on a pro forma basis (including a
pro forma application
of the net proceeds therefrom), as set forth in the definition of Interest
Coverage Ratio, as if the additional Indebtedness had been incurred, or the
Disqualified Capital Stock had been issued, as the case may be, at the beginning
of such four-quarter period.


(b)  Notwithstanding
the foregoing, the foregoing limitations shall not prohibit the incurrence
of:
  (i)  Indebtedness
under the Existing Senior Secured Credit Facility; provided, that the aggregate
principal amount of Indebtedness so incurred on any date, together with all
other Indebtedness incurred pursuant to this clause (i) and outstanding on such
date, shall not exceed $115,000,000, less the aggregate amount of commitment
reductions contemplated by clause (iii)(C) of Section 4.13(a); provided, however, that Indebtedness
permitted to be incurred pursuant to this clause (i) shall be increased by
$15,000,000 (A) upon each acquisition of a Gaming Property after December 31,
2009, or (B) in each instance, to effectuate a Gaming Property Financing after
December 31, 2009, provided,
further, that any such increase pursuant to the immediately preceding
proviso shall be reduced dollar-for-dollar by the amount of Acquired Debt
secured by assets of such Gaming Property (unless such Acquired Debt could have
been incurred under, and reduces the amount available under Section 4.7(b)(ii)
below);





NY\1553136.6
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(ii)  FF&E
Financing and Indebtedness represented by Capital Lease Obligations, mortgage
financings or other Purchase Money Obligations; provided, that (1) no
Indebtedness incurred under the Notes is utilized for the purchase or lease of
FF&E financed with such FF&E Financing or such other Indebtedness, and
(2) the aggregate principal amount of such Indebtedness (including any Acquired
Debt referred to in the parenthetical in Section 4.7(b)(i) above and including
any Refinancing Indebtedness and any other Indebtedness incurred to repay,
redeem, discharge, retire, defease, refund, refinance or replace any
Indebtedness pursuant to this clause (ii)) outstanding at any time (excluding
any Gaming FF&E Financing incurred pursuant to this clause (ii)) does not
exceed $20,000,000;




(iii)  Indebtedness
solely in respect of bankers acceptances, letters of credit payment obligations
in connection with self-insurance or similar requirements, security for workers’
compensation claims, appeal bonds, surety bonds, insurance obligations or bonds,
and performance bonds, and similar bonds or obligations, all incurred in the
ordinary course of business (including, without limitation, to maintain any
license or permits) in accordance with customary industry
practices;




(iv)  Hedging
Obligations incurred to fix or hedge interest rate risk with respect to any
fixed or variable rate Indebtedness otherwise permitted by this Indenture; provided, that the notional
principal amount of each such Hedging Obligation does not exceed the principal
amount of the Indebtedness to which such Hedging Obligation
relates;




(v)  Indebtedness
of any Issuer, any Subsidiary Guarantor or any Restricted Subsidiary owed to and
held by a Subsidiary Guarantor or an Issuer, as the case may be, that is
unsecured and subordinated in right of payment to the Notes and the Subsidiary
Guarantees, as the case may be; provided, that any subsequent
issuance or transfer of any Capital Stock that results in any such Subsidiary
Guarantor or Restricted Subsidiary, as the case may be, ceasing to be a
Subsidiary Guarantor or a Restricted Subsidiary,
or any transfer of such Indebtedness (other than to an Issuer or a Subsidiary
Guarantor) shall be deemed, in each case, to constitute the incurrence of such
Indebtedness by such Issuer, such Subsidiary Guarantor or such Restricted
Subsidiary, as the case may be;


(vi)  Indebtedness
outstanding on the Issue Date, including the Notes and the Unsecured Notes
outstanding on the Issue Date, but excluding Indebtedness under the Existing
Senior Secured Credit Facility outstanding on the Issue Date;
  (vii)  Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of
business;





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(viii)  the
accrual of interest, the accretion or amortization of original issue discount
and the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms;




(ix)  Indebtedness
arising from agreements for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred in connection with the disposition
of any business or assets of the Company, any of the Subsidiary Guarantors or
any of the Restricted Subsidiaries; provided that the maximum
aggregate liability in respect of all such Indebtedness shall at no time exceed
the gross proceeds actually received by the Company or the applicable Subsidiary
Guarantor or Restricted Subsidiary in connection with such
disposition;




(x)  any
Subsidiary Guaranty of the Notes;




(xi)  Indebtedness
issued in exchange for, or the proceeds of which are substantially
contemporaneously used to extend, repay, redeem, discharge, refinance, renew,
replace, or refund (collectively, “Refinance”), Indebtedness
incurred pursuant to the Interest Coverage Ratio test set forth in the
immediately preceding paragraph, Section 4.7(b)(vi) above, this clause (xi) or
Section 4.7(b)(xiii) below (the “Refinancing Indebtedness”);
provided, that (a) the
principal amount of such Refinancing Indebtedness does not exceed the principal
amount of Indebtedness so Refinanced (plus any required premiums and
out-of-pocket expenses reasonably incurred in connection therewith), (b) the
Refinancing Indebtedness has a final scheduled maturity that equals or exceeds
the final stated maturity, and a Weighted Average Life to Maturity that is equal
to or greater than the Weighted Average Life to Maturity, of the Indebtedness
being Refinanced and (c) the Refinancing Indebtedness ranks, in right of
payment, no more favorable to the Notes or applicable Subsidiary Guaranty, as
the case may be, than the Indebtedness being Refinanced;




(xii)  guarantees
by Restricted Subsidiaries of Indebtedness of any Restricted Subsidiary or the
Company or guarantees by the Company of Indebtedness of any Restricted
Subsidiaries if the Indebtedness so guaranteed is permitted under another
provision of this Section 4.7 and so long as such guarantee otherwise complies
with this Indenture; and


(xiii)  Indebtedness
not otherwise permitted by clauses (i) through (xii) of this Section 4.7(b) in
an aggregate principal amount (or accreted value, as applicable) at any time
outstanding pursuant to this clause (xiii), including all Refinancing
Indebtedness incurred to repay, redeem, discharge, retire, defease, refund,
refinance or replace any Indebtedness incurred pursuant to this clause (xiii),
not to exceed $50,000,000.
  (c)  Upon each
incurrence of Indebtedness, if such Indebtedness could have been incurred under
more than one provision of this Section 4.7, (i) the Company may designate
pursuant to which provision of this Section 4.7 such Indebtedness is being
incurred, (ii) the Company may subdivide an amount of Indebtedness and designate
more than one provision pursuant to which such amount of Indebtedness is being
incurred and shall be permitted to classify such item of Indebtedness on the
date of its incurrence, or later reclassify, all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.7, and (iii) such
Indebtedness shall not be deemed to have been incurred or outstanding under any
other provision of this Section 4.7; provided that (a) all
incurrences of Indebtedness under the Existing Senior Secured Credit Facility
outstanding on the Issue Date shall be deemed to have been incurred pursuant to
Section 4.7(b)(i) above and (b) all incurrences of Indebtedness under the Notes
shall be deemed to have been incurred pursuant to Section 4.7(b)(vi)
above.





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Section
      4.8
            Limitation
      on Liens




The
Issuers shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, create, incur, assume or suffer to exist any Lien on any asset
(including, without limitation, all real, tangible or intangible property) of
the Company or any Restricted Subsidiary, whether now owned or hereafter
acquired, or on any income or profits therefrom, or assign or convey any right
to receive income therefrom, except Permitted Liens.




Section
      4.9
            Limitation
      on Restricted Payments




(a)  The
Issuers shall not, and shall not permit any of the Restricted Subsidiaries to,
directly or indirectly make a Restricted Payment unless, at the time of such
Restricted Payment:




(i)  no
Default or Event of Default has occurred and is continuing or would occur as a
consequence thereof, and




(ii)  immediately
after giving effect to such Restricted Payment on a pro forma basis, the Company
could incur at least $1.00 of additional Indebtedness under the Interest
Coverage Ratio test set forth in Section 4.7(a), and


(iii)  such
Restricted Payment (the value of any such payment, if other than cash, being
determined in good faith by the Managers of the Company and evidenced by a
resolution set forth in an Officers’ Certificate delivered to the Trustee),
together with the aggregate of all other Restricted Payments made after the
Issue Date (including Restricted Payments permitted by clauses (i), (ii), (viii)
and (ix) (but in the case of clause (ix), only to the extent not already
deducted in computing Consolidated Net Income) of Section 4.9(b) hereof and
excluding Restricted Payments permitted by the other clauses therein), is less
than the sum of:
  (1)  50% of
the Consolidated Net Income of the Company for the period (taken as one
accounting period) from the beginning of the first full fiscal quarter
immediately following the Issue Date to the end of the Company’s most recently
ended fiscal quarter for which internal financial statements are available at
the time of such Restricted Payment (or, if such Consolidated Net Income for
such period is a deficit, 100% of such deficit), plus
  (2)  100% of
the aggregate net cash proceeds (or of the net cash proceeds received upon the
conversion of non-cash proceeds into cash) received by the Company from (x) the
issuance or sale, other than to a Subsidiary, of Equity Interests of the Company
(other than Disqualified Capital Stock or in connection with Specified Equity
Contributions) and (y) any equity contribution from a holder of the Company’s
Capital Stock (other than a Subsidiary and excluding Specified Equity
Contributions), in each case, after the Issue Date and on or prior to the time
of such Restricted Payment, providednet cash proceeds
from Specified Equity Contributions shall not be included,
plus





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(3)  100% of
the aggregate net cash proceeds (or of the net cash proceeds received upon the
conversion of non-cash proceeds into cash) received by the Company from the
issuance or sale, other than to a Subsidiary, of any convertible or exchangeable
debt security of the Company that has been converted or exchanged into Equity
Interests of the Company (other than Disqualified Capital Stock) pursuant to the
terms thereof after the Issue Date and on or prior to the time of such
Restricted Payment (including any additional net cash proceeds received by the
Company upon such conversion or exchange), plus




(4)  the
aggregate Return from Unrestricted Subsidiaries after the Issue Date and on or
prior to the time of such Restricted Payment.




(b)  The
foregoing provisions shall not prohibit:




(i)  the
payment of any dividend within 60 days after the date of declaration thereof, if
at said date of declaration such payment would not have been prohibited by the
provisions of this Indenture;




(ii)  the
redemption, purchase, retirement or other acquisition of any Equity Interests of
the Company or Indebtedness of the Company or any Restricted Subsidiary in
exchange for, or out of the proceeds of, the substantially concurrent
sale (other than to a Subsidiary) of, other Equity Interests of the Company
(other than Disqualified Capital Stock);




(iii)  with
respect to each tax year or portion thereof that the Company qualifies as a Flow
Through Entity and so long as Section 4.9(a)(i) above is satisfied, the payment
of Permitted Tax Distributions (whether paid in such tax year or portion
thereof, or any subsequent tax year);
  (iv)  the
redemption, repurchase or payoff of any Indebtedness of the Company or a
Restricted Subsidiary with proceeds of any Refinancing Indebtedness permitted to
be incurred pursuant to clause (xi) of Section 4.7(b);
  (v)  distributions
or payments (A) to PGP for or in respect of tax preparation, accounting,
licensure, legal and administrative fees and expenses, including travel and
similar reasonable expenses, incurred on behalf of the Issuers or their
respective Subsidiaries or in connection with PGP’s ownership of the Issuers or
their respective Subsidiaries, consistent with industry practice, (B) so long as
Section 4.9(a)(i) above is satisfied, pursuant to, and in accordance with,
Management Arrangements and (C) so long as Section 4.9(a)(i) above is satisfied,
to pay reasonable and customary directors’ or managers’ fees to, and indemnity
provided on behalf of, the Managers of PGP and the Company, and reimbursement of
customary and reasonable travel and similar expenses incurred in the ordinary
course of business;





NY\1553136.6
 65




(vi)  (A) the
repurchase, redemption or other retirement or acquisition of Equity Interests of
the Company or any Restricted Subsidiary from any of the Company’s or the
Restricted Subsidiaries’ respective employees, members or managers (or their
heirs or estates) that, in each case, are not Excluded Persons or (B) any
dividend, distribution or other payment to PGP to enable PGP to repurchase,
redeem, or otherwise retire or acquire Equity Interests of PGP from any of PGP’s
or its subsidiaries’ respective employees, members or managers (or their heirs
or estates) that, in each case, are not Excluded Persons, in an aggregate amount
for all Restricted Payments pursuant to this clause (vi) not to exceed $750,000
in any twelve month period on and after the Issue Date (provided, however, that any amounts not
used in any such twelve month period may be carried forward to the next
succeeding twelve month period until used);




(vii)  the
redemption and repurchase of any Equity Interests or Indebtedness of PGP, the
Company or any of the Restricted Subsidiaries to the extent required by any
Gaming Authority;




(viii)  any
dividend, distribution or other payment by any of the Restricted Subsidiaries on
its Equity Interests that is paid pro rata to all holders of such Equity
Interests;




(ix)  the
declaration and payment of dividends and distributions to holders of
Disqualified Capital Stock of the Company or any of the Restricted Subsidiaries
issued or incurred in accordance with Section 4.7;




(x)  the
Transactions consummated on the Issue Date;
  (xi)  payments
that are made with Specified Equity Contributions; and
  (xii)  so long
as Section 4.9(a)(i) above is satisfied, Restricted Payments not otherwise
permitted by this Section 4.9 in an aggregate amount pursuant to this clause
(xii) not to exceed $25,000,000.
  Promptly
following the end of each fiscal quarter during which any Restricted Payment was
made pursuant to clause (iii) of Section 4.9(a), the Company shall deliver to
the Trustee an Officers’ Certificate stating that each such Restricted Payment
was permitted and setting forth the basis upon which the calculations required
by this Section 4.9 were computed, which calculations may be based upon the
Company’s latest available internal financial statements. For purposes of this
Section 4.9, the amount of any Restricted Payment made or returned, if other
than in cash, shall be the fair market value thereof, as determined in the
reasonable good faith judgment of the Managers of the Company, unless stated
otherwise, at the time made or returned, as applicable.





NY\1553136.6
 66





For
purposes of determining compliance with this Section 4.9, if a Restricted
Payment meets the criteria of more than one of the exceptions described in
clauses (i) through (xi) of Section this 4.9(b) above or is entitled to be made
according to Section 4.9(a), the Company may, in its sole discretion, classify
the Restricted Payment in any manner that complies with this Section
4.9.




Section
      4.10
            Limitation
      on Restrictions on Subsidiary
Dividends




The
Issuers shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Restricted Subsidiary
to:




(a)  pay
dividends or make any other distributions to the Company or any of the
Restricted Subsidiaries (i) on such Restricted Subsidiary’s Capital Stock or
(ii) with respect to any other interest or participation in, or measured by,
such Restricted Subsidiary’s profits, or




(b)  pay any
Indebtedness owed to the Company or any of the Restricted Subsidiaries,
or




(c)  make
loans or advances to the Company or any of the Restricted Subsidiaries,
or




(d)  transfer
any of its assets to the Company or any of the Restricted
Subsidiaries,




except,
with respect to clauses (a) through (d) above, for such encumbrances or
restrictions existing under or by reason of:




(1)  agreements
or instruments as in effect on the Issue Date (including the Existing Senior
Secured Credit Facility and the indenture governing the Unsecured Notes) and any
amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings of those agreements or instruments; provided that the encumbrance
or restrictions contained in any such agreement or instrument as amended,
restated, modified, renewed, supplemented, refunded, replaced or refinanced are
not materially more restrictive, when taken together as a whole, than the
encumbrances and restrictions contained in such agreements or instruments as in
effect on the Issue Date;
  (2)  this
Indenture, the Security Documents and the Notes;
  (3)  applicable
law or any applicable rule or order of any Governmental Authority;
  (4)  Acquired
Debt; provided, that
such encumbrances and restrictions are not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property or
assets of the Person, so acquired;





NY\1553136.6
 67








(5)  customary
non-assignment and net worth provisions of any contract, lease or license
entered into in the ordinary course of business;




(6)  customary
restrictions on the transfer of assets subject to a Permitted Lien imposed by
the holder of such Lien;




(7)  the
agreements governing Refinancing Indebtedness; provided, that such
restrictions contained in any agreement governing such Refinancing Indebtedness
are no more restrictive in any material respect than those contained in any
agreements governing the Indebtedness being refinanced;




(8)  the
provisions of any Indebtedness or other agreements existing on the Issue Date,
as such agreements are in effect on the Issue Date, without giving effect to any
amendment or supplement thereto or modification thereof, in each case, to the
extent not more restrictive in any material respect than such provisions as in
effect on the Issue Date;




(9)  any
restrictions with respect to a Restricted Subsidiary imposed pursuant to a
binding agreement that has been entered into for the sale or disposition of all
or substantially all of the Equity Interests or assets of such Restricted
Subsidiary; provided,
that such restrictions only apply to the Equity Interests or assets of such
Restricted Subsidiary being sold; and




(10)  customary
restrictions imposed on the transfer of copyrighted, trademarked or patented
materials.




Section
      4.11
              Additional
      Collateral
  The
Issuers shall, and shall cause each of the Subsidiary Guarantors to, grant to
the Trustee a first priority security interest in all Collateral, whether owned
on the Issue Date or thereafter acquired, and to execute and deliver all
documents and to take all action reasonably necessary to perfect and protect
such a security interest in favor of the Trustee (including, without limitation,
the delivery in accordance with the Security Agreement of any applicable land
mortgage, ship mortgage, title insurance policy, title survey, evidence of flood
insurance or legal opinion), in each case, subject to the terms of the
Intercreditor Agreement.


Section
      4.12
            Limitation
      on Transactions with Affiliates




(a)           The
Issuers shall not, and shall not permit any of the Restricted Subsidiaries to,
directly or indirectly, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
any contract, agreement, understanding, loan, advance or guaranty with, or for
the benefit of, any Affiliate of the Issuers or any of the Restricted
Subsidiaries (each of the foregoing, an “Affiliate Transaction”),
except for:




(i)              Affiliate
Transactions that, together with all related Affiliate Transactions, have an
aggregate value of not more than $5,000,000; provided, that such
transactions are conducted in good faith and on terms that are no less favorable
to such Issuer or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction at such time by such Issuer or such
Restricted Subsidiary on an arm’s length basis from a Person that is not an
Affiliate of such Issuer or such Restricted Subsidiary;




68


(ii)              Affiliate
Transactions that, together with all related Affiliate Transactions, have an
aggregate value of not more than $10,000,000; provided, that (a) a majority
of the disinterested Managers of the Company or, if none, a disinterested
committee appointed by the Managers of the Company for such purpose, determine
that such transactions are conducted in good faith and on terms that are no less
favorable to such Issuer or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction at such time by such Issuer
or such Restricted Subsidiary on an arm’s length basis from a Person that is not
an Affiliate of such Issuer or such Restricted Subsidiary and (b) prior to
entering into such transaction the Company shall have delivered to the Trustee
an Officers’ Certificate certifying to such effect; or




(iii)              Affiliate
Transactions for which the Company delivers to the Trustee an opinion issued by
an accounting, appraisal or investment banking firm of national standing (other
than Jefferies & Company, Inc. or any of its Affiliates) as to the fairness
of such transaction to such Issuer or such Restricted Subsidiary from a
financial point of view.




(b)           Notwithstanding
the foregoing, the following shall be deemed not to be Affiliate
Transactions:




(i)              transactions
between or among the Issuers and/or any or all of the Restricted
Subsidiaries;




(ii)              Restricted
Payments permitted by the provisions of this Indenture described above under
Section 4.9;




(iii)              reasonable
and customary compensation (including directors’ fees) paid to, and indemnity
and customary employee benefit arrangements (including directors’ and officer’s
liability insurance) provided for the benefit of, any director, officer,
employee or consultant of the Company or any Restricted Subsidiary, or Manager
of PGP, in each case entered into in the ordinary course of business and for
services provided to the Company, such Restricted Subsidiary or PGP,
respectively, as determined in good faith by the Managers of the
Company;




(iv)              any
agreement or arrangement as in effect on the Issue Date among the Issuers and/or
one or more Restricted Subsidiaries, on the one hand, and any officers or
Managers thereof and/or any Affiliates of the Company, on the other hand
(without giving effect to any amendment or supplement thereto or modification
thereof, except for any such amendment, supplement, modification or replacement
agreement that is not more disadvantageous to the Holders in any material
respect than the original agreement thereof as in effect on the Issue Date), and
any transactions contemplated thereby;




69


(v)              Permitted
Investments; and




(vi)              transactions
with a joint venture engaged in a Related Business; provided, that all the
outstanding ownership interests of such joint venture are controlled only by the
Company, the Restricted Subsidiaries and Persons who are not Affiliates of the
Company.







Section
      4.13
            Limitation
      on Asset Sales




(a)           The
Issuers shall not, and shall not permit any Restricted Subsidiary to, make any
Asset Sale unless:




(i)              such
Issuer or such Restricted Subsidiary receives consideration at the time of such
Asset Sale not less than the fair market value of the assets subject to such
Asset Sale (as determined by the Company’s Managers in good faith);




(ii)              at
least 75% of the consideration for such Asset Sale is in the form of either (a)
cash or Cash Equivalents or liabilities of the Company or any Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the
Notes or any Subsidiary Guaranty) that are assumed by the transferee of such
assets (provided, that
following such Asset Sale, there is no further recourse to the Company or the
Restricted Subsidiaries or the Company and the Restricted Subsidiaries are fully
indemnified with respect to such liabilities; provided, further, that the 75%
limitation set forth in this clause (ii) of this Section 4.13(a) shall not apply
to any proposed Asset Sale for which an independent certified accounting firm
has certified to the Managers of the Company and the Trustee that the after-tax
cash portion of the consideration to be received by the Company or such
Restricted Subsidiary in such proposed Asset Sale is equal to or greater than
what the net after-tax cash proceeds would have been had such proposed Asset
Sale complied with the 75% limitation set forth in this clause (ii) of this
paragraph), or (b) assets of the type described in clause (iii)(A) of this
Section 4.13(a) below; and




(iii)              within
360 days of such Asset Sale, the Net Proceeds thereof are (A) invested in assets
related to the business of the Company or the Restricted Subsidiaries, in each
case that would constitute Collateral, (B) applied to repay Indebtedness under
Purchase Money Obligations incurred in connection with the assets so sold, (C)
applied to repay Indebtedness under the Existing Senior Secured Credit Facility
and permanently reduce the commitment thereunder in the amount of the
Indebtedness so repaid or (D) to the extent not used as provided in clauses (A),
(B), or (C) of this Section 4.13(a)(iii) or any combination thereof, applied to
make an offer to purchase Notes as described below (an “Excess Proceeds Offer”);
provided, that the
Company shall not be required to make an Excess Proceeds Offer until the amount
of Excess Proceeds is greater than $10,000,000.




70


(b)           All
Net Proceeds from an Event of Loss shall be used as follows: (1) first, the
Company shall use such net cash proceeds to the extent necessary to rebuild,
repair, replace or restore the assets subject to such Event of Loss with
comparable assets and (2) then, to the extent any Net Proceeds from an Event of
Loss are not used as described in the preceding clause (1), all such remaining
Net Proceeds shall be reinvested or used as provided in the immediately
preceding Section 4.13(a)(iii).




(c)           Pending
the final application of any Net Proceeds, the Company may temporarily reduce
Indebtedness under the Existing Senior Secured Credit Facility or temporarily
invest such Net Proceeds in Cash Equivalents.




(d)           Net
Proceeds not invested or applied as set forth in any of the preceding subclause
(A), (B) or (C) of Section 4.13(a)(iii) above constitute “Excess Proceeds.” If the
Company elects, or becomes obligated to make an Excess Proceeds Offer, the
Issuers shall offer to purchase Notes having an aggregate principal amount equal
to the Excess Proceeds (the “Purchase Amount”), at a
purchase price equal to 100% of the aggregate principal amount thereof, plus
accrued and unpaid Interest (and Liquidated Damages) if any, to the purchase
date. The Issuers must commence such Excess Proceeds Offer not later than 30
days after the expiration of the 360 day period following the Asset Sale that
produced such Excess Proceeds. If the aggregate purchase price for the Notes
tendered pursuant to the Excess Proceeds Offer is less than the Excess Proceeds,
the Company and the Restricted Subsidiaries may use the portion of the Excess
Proceeds remaining after payment of such purchase price for general corporate
purposes.




Each
Excess Proceeds Offer shall remain open for a period of 20 Business Days and no
longer, unless a longer period is required by law (the “Excess Proceeds Offer
Period”). Promptly after the termination of the Excess Proceeds Offer
Period, the Issuers shall purchase and mail or deliver payment for the Purchase
Amount for the Notes or portions thereof tendered, pro rata or by such other
method as may be required by law, or, if less than the Purchase Amount has been
tendered, all Notes tendered pursuant to the Excess Proceeds Offer. The
principal amount of Notes to be purchased pursuant to an Excess Proceeds Offer
may be reduced by the principal amount of Notes acquired by the Issuers through
purchase or redemption (other than pursuant to a Change of Control Offer)
subsequent to the date of the Asset Sale and surrendered to the Trustee for
cancellation.




If the
Purchase Amount for the Excess Proceeds Offer hereunder is made on or after an
Interest Record Date on which the Holders of record have a right to receive the
corresponding Interest due and Liquidated Damages, if any, and on or before the
associated Interest Payment Date, any accrued and unpaid Interest (and
Liquidated Damages, if any), due on such Interest Payment Date shall be paid to
the Person in whose name a Note is registered at the close of business on such
Interest Record Date.




Each
Excess Proceeds Offer shall be conducted in compliance with applicable
regulations under the Federal securities laws, including Exchange Act Rule
14e-1. To the extent that the provisions of any securities laws or regulations
conflict with this Section 4.13, the Issuers shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached their
obligations under this Section 4.13 by virtue thereof.




71


The
Issuers shall not, and shall not permit any of the Restricted Subsidiaries to,
create or suffer to exist or become effective any restriction that would impair
the ability of the Issuers to make an Excess Proceeds Offer upon an Asset Sale
or, if such Excess Proceeds Offer is made, to pay for the Notes tendered for
purchase.




Section
      4.14
            Restriction
      on Sale and Issuance of Subsidiary
Stock




The
Issuers shall not, and shall not permit any Restricted Subsidiary to, issue or
sell any Equity Interests (other than directors’ qualifying shares) of any
Restricted Subsidiary to any Person other than the Company or a Wholly Owned
Subsidiary of the Company; provided, that the Company
and the Restricted Subsidiaries may sell all (but not less than all) of the
Capital Stock of a Restricted Subsidiary owned by the Company and the Restricted
Subsidiaries if the Net Proceeds from such Asset Sale are used in accordance
with the terms of Section 4.13.




Section
      4.15
            Repurchase
      Upon a Change of Control




(a)           Upon
the occurrence of a Change of Control, the Issuers shall offer to repurchase all
of the Notes then outstanding (the “Change of Control Offer”) at
a purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid Interest (and Liquidated Damages, if any), to the date of repurchase (the
“Change of Control
Payment”). Within 30 days following any Change of Control, the Issuers
must mail or cause to be mailed a notice to each Holder stating, among other
things:




(i)              the
purchase price and the purchase date, which shall be no earlier than 30 days nor
later than 45 days from the date such notice is mailed (the “Change of Control Payment
Date”);




(ii)              that
any Holder electing to have Notes purchased pursuant to a Change of Control
Offer shall be required to surrender the Notes, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Notes completed, to the
Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;
and




(iii)              that
the Holder shall be entitled to withdraw such election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have such Notes purchased.




(b)           The
Issuers shall 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
and regulations are applicable in connection with the repurchase of the Notes in
connection with a Change of Control.  To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.15, the Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached their obligations under
this Section 4.15 by virtue thereof.




72


(c)           On
the Change of Control Payment Date, the Issuers shall, to the extent lawful, (i)
accept for payment the Notes or portions thereof tendered pursuant to the Change
of Control Offer, (ii) deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so
tendered and not withdrawn, and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted, together with an Officers’ Certificate stating
that the Notes or portions thereof tendered to the Issuers are accepted for
payment. The Paying Agent shall promptly mail to each Holder of Notes so
accepted payment in an amount equal to the purchase price for such Notes, and
the Trustee shall authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided, that each such new
Note shall be in the principal amount of $2,000 or an integral multiple of
$1,000 in excess thereof. The Issuers shall announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Payment Date.




(d)           The
Issuers shall not be required to make a Change of Control Offer upon a Change of
Control if (i) 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 (ii) an irrevocable notice of redemption has been given, prior
to the occurrence of a Change of Control, pursuant to Section 3.7.




(e)           If
the Change of Control Payment Date hereunder is on or after an Interest Record
Date on which the Holders of record have a right to receive the corresponding
Interest due and Liquidated Damages, if any, and on or before the associated
Interest Payment Date, any accrued and unpaid Interest (and Liquidated Damages,
if any), due on such Interest Payment Date will be paid to the Person in whose
name a Note is registered at the close of business on such Interest Record
Date.




Section
      4.16
            Subsidiary
      Guarantors




All of
the Issuers’ present and future Restricted Subsidiaries (other than Foreign
Subsidiaries and other than a Restricted Subsidiary that is a co-Issuer of the
Notes) jointly and severally shall guarantee all principal, premium, if any,
Interest and Liquidated Damages, if any, on the Notes on a senior secured
basis.




Section
      4.17
            Limitation
      on Status as Investment Company




The
Issuers, the Subsidiary Guarantors and the Restricted Subsidiaries shall be
prohibited from being required to register as an “investment company” (as that
term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”)), or
from otherwise becoming subject to regulation under the Investment Company
Act.




73


Section
      4.18
            Maintenance
      of Properties and Insurance




The
Issuers and the Subsidiary Guarantors shall cause all material properties used
or useful to the conduct of their business and the business of each of the
Restricted Subsidiaries to be maintained and kept in good condition, repair and
working order (reasonable wear and tear excepted) in all material respects and
supplied with all necessary equipment and shall cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
their reasonable judgment may be necessary, so that the business carried on in
connection therewith may be properly conducted at all times; provided, however, that
nothing in this Section 4.18 shall prevent the Issuers, any Subsidiary Guarantor
or any Restricted Subsidiary from discontinuing any operation or maintenance of
any of such properties, or disposing of any of them, if such discontinuance or
disposal is (a) in the good faith judgment of the Managers of each of the
Issuers, desirable in the conduct of the business of such entity and (b) not
otherwise prohibited by this Indenture or the Security Documents.




The
Issuers and Subsidiary Guarantors shall provide, or cause to be provided, for
themselves and each of the Restricted Subsidiaries, insurance (including
appropriate self-insurance) against loss or damage of the kinds that, in the
reasonable, good faith opinion of the Managers of each of the Issuers is
adequate and appropriate for the conduct of the business of the Issuers, the
Subsidiary Guarantors and such Restricted Subsidiaries.




Section
      4.19
            Corporate
      Existence




Subject
to Article V hereof, the Issuers shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) their limited
liability company and corporate existence, as applicable, and the corporate,
partnership or other existence of each of the Restricted Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Issuers or any such Restricted Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Issuers
and each of the Restricted Subsidiaries; provided, however, that the
Issuers shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of the Restricted
Subsidiaries, if the Company’s Managers shall determine in good faith that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuers and each of the Restricted Subsidiaries, taken as a whole, and that
the loss thereof would not have a material adverse effect on the ability of the
Issuers and the Subsidiary Guarantors to satisfy their obligations under the
Notes, the Subsidiary Guarantees and this Indenture.




Section
      4.20
            Restrictions
      on Activities of Capital Corp.




Capital
Corp. shall not hold any assets, become liable for any obligations (other than
obligations being extinguished with the proceeds from the offering of the Notes
and the Unsecured Notes) or engage in any business activities; provided, that Capital Corp.
may be a co-obligor of  (i) the Notes (including any Additional Notes
incurred pursuant to Section 4.7) pursuant to the terms of this Indenture, (ii)
Obligations under the Existing Senior Secured Credit Facility (iii) the
Unsecured Notes and (iv) any other Indebtedness incurred by the Company pursuant
to Section 4.7, and in each case may engage in any activities directly related
or necessary in connection therewith.




74


Section
      4.21
            Entity
      Classification




The
Company is classified as a Flow Through Entity and shall not take, or fail to
take, any action which would result in the Company no longer being classified as
a Flow Through Entity except (i) pursuant to a Permitted C-Corp Conversion or
(ii) any transaction permitted under Article V hereof.




Section
      4.22
            Rule
      144A Information




The
Issuers and the Subsidiary Guarantors shall furnish to the Holders or beneficial
holders of Notes, upon their written request, and to prospective purchasers
thereof designated by such Holders or beneficial holders of Notes, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act for so long as is required for an offer or sale of the Notes to
qualify for an exemption under Rule 144A.




ARTICLE
V


SUCCESSORS




Section
5.1                           Merger,
Consolidation or Sale of Assets




No Issuer
may consolidate or merge with or into (regardless of whether such Issuer is the
surviving corporation), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets (determined on a
consolidated basis for such Issuer and its Restricted Subsidiaries) in one or
more related transactions to, any other Person, unless:




(a)           either
(A) such Issuer is the surviving Person or (B) the Person formed by or surviving
any such consolidation or merger (if other than such Issuer) or to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made
is either (x) a corporation organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia or (y) if at
least one Issuer following any such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition is a corporation organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia, a limited liability company formed and existing under
the laws of the United States of America, any state thereof or the District of
Columbia;




(b)           the
Person formed by or surviving any such consolidation or merger (if other than
such Issuer) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition has been made assumes all the Obligations of
such Issuer under the Notes, this Indenture, the Security Documents, the
Intercreditor Agreement and the Registration Rights Agreement, pursuant to a
supplemental indenture to this Indenture and joinders, as applicable, to the
Security Documents, the Intercreditor Agreement and the Registration Rights
Agreement, each in a form reasonably satisfactory to the Trustee,




75


(c)           immediately
after giving effect to such transaction on a pro forma basis, no Default or
Event of Default exists;




(d)           such
transaction would not result in the loss or suspension or material impairment of
any Gaming License unless a comparable replacement Gaming License is effective
prior to or simultaneously with such loss, suspension or material impairment;
and




(e)           such
Issuer, or any Person formed by or surviving any such consolidation or merger,
or to which such sale, assignment, transfer, lease, conveyance or other
disposition has been made:




(i)              would
be permitted, at the time of such transaction and after giving pro forma effect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, to incur at least $1.00 of additional Indebtedness pursuant
to the Interest Coverage Ratio test set forth in Section 4.7(a); or




(ii)              would
have a Consolidated Leverage Ratio, at the time of such transaction and after
giving pro formaeffect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, at least .25x less than the Consolidated Leverage Ratio for
the Company and its Restricted Subsidiaries immediately prior to such
transaction.




Section
      5.2
            Successor
      Corporation Substituted




In the
event of any transaction (other than a lease or a transfer of less than all of
the Issuers’ assets) described in and complying with the conditions listed in
Section 5.1 in which such Issuer is not the surviving Person, such surviving
Person or transferee shall succeed to, and be substituted for, and may exercise
every right and power of, such Issuer under, and such Issuer shall be discharged
from its Obligations under, this Indenture, the Notes, the Security Documents
and the Registration Rights Agreement, with the same effect as if such successor
Person had been named as such Issuer herein or therein.




ARTICLE
VI


DEFAULTS
AND REMEDIES




Section
6.1                           Events
of Default




(a)           Each
of the following shall constitute an “Event of Default”“ under this
Indenture:




76


(i)              the
Issuers default in the payment of Interest on any Note when the same becomes due
and payable and the Default continues for a period of 30 days;




(ii)              the
Issuers default in the payment of the principal (or premium, if any) on any Note
when the same becomes due and payable at maturity, upon redemption, by
acceleration, in connection with an Excess Proceeds Offer or a Change of Control
Offer or otherwise;




(iii)              either
of the Issuers default in the performance of or breaches the provisions of
Section 4.13, Section 4.15 or Article V;




(iv)              either
of the Issuers or any Restricted Subsidiary fails to comply with any of its
other agreements or covenants in, or provisions of, the Notes or this Indenture
and the Default continues for 60 days after written notice thereof has been
given to the Issuers by the Trustee or to the Issuers and the Trustee by the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes, such notice to state that it is a “Notice of Default”;




(v)              an
event of default occurs under (after giving effect to any waivers, amendments,
applicable grace periods or any extension of any maturity date) any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Issuers or any
Restricted Subsidiary (or the payment of which is guaranteed by the Issuers or
any Restricted Subsidiary), whether such Indebtedness or guaranty now exists or
is created after the Issue Date, if (a) either (1) such event of default results
from the failure to pay principal of or interest on such Indebtedness or (2) as
a result of such event of default the maturity of such Indebtedness has been
accelerated (which acceleration has not been rescinded, annulled or otherwise
cured within 20 days from the date of acceleration) and (b) the principal amount
of any such Indebtedness, together with the principal amount of any other such
Indebtedness with respect to which such a payment event of default (after the
expiration of any applicable grace period or any extension of the maturity date)
has occurred, or the maturity of which has been so accelerated (and the 20-day
period described in this Section 6.1(v) above has elapsed), exceeds $15,000,000
in the aggregate;




(vi)              a
final non-appealable judgment or judgments for the payment of money (other than
to the extent of any judgment as to which a reputable insurance company has
accepted liability) is or are entered by a court or courts of competent
jurisdiction against either of the Issuers or any Restricted Subsidiary and such
judgment or judgments are not discharged, bonded or stayed within 60 days after
entry, provided that
the aggregate of all such judgments exceeds $15,000,000;




(vii)              the
cessation of substantially all gaming operations of the Company and the
Restricted Subsidiaries, taken as a whole, for more than 90 days, except as a
result of an Event of Loss;




77


(viii)              any
revocation, suspension, expiration (without previous or concurrent renewal) or
loss of any Gaming License of the Company or any Restricted Subsidiary for more
than 90 days;




(ix)              any
Subsidiary Guaranty of a Subsidiary Guarantor which is a Significant Subsidiary
ceases to be in full force and effect or shall be held in any judicial
proceeding to be unenforceable or invalid or is declared null and void (other
than in accordance with the terms of the Subsidiary Guaranty and this Indenture)
or any Subsidiary Guarantor which is a Significant Subsidiary denies or
disaffirms its Obligations under its Subsidiary Guaranty or the Security
Documents (in each case, other than by reason of the termination of this
Indenture or the release of any such Subsidiary Guaranty in accordance with this
Indenture);




(x)              (A)
any event of default under a Security Document (after giving effect to any
applicable grace periods, applicable notice periods, waivers or amendments) or
(B) the failure of the Issuers or any Restricted Subsidiary to comply with any
material agreement or covenant in, or material provision of, any of the Security
Documents, or any breach in any material respect of any material representation
or warranty made by the Issuers or any Restricted Subsidiary in any Security
Document, and the continuance of such failure or breach for a period of 30 days
after written notice is given to the Issuers by the Trustee or to the Issuers
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the Notes outstanding;




(xi)              any
of the Security Documents ceases to be in full force and effect or any of the
Security Documents ceases to give the Trustee (or, in the case of a mortgage,
ceases to give the Trustee or any other trustee under such mortgage) any of the
Liens, rights, powers or privileges purported to be created thereby, or any of
the Security Documents is declared null and void, or any of the Issuers or any
Subsidiary Guarantor denies that it has any further liability under any Security
Document to which it is a party or gives notice of such effect (in each case
other than by reason of the termination of this Indenture or any such Security
Document in accordance with its terms or the release of any Subsidiary Guarantor
in accordance with this Indenture) and the continuance of such failure for a
period of 30 days after written notice is given to the Issuers by the Trustee or
to the Issuers and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Notes outstanding;




(xii)              either
of the Issuers or any Subsidiary Guarantor pursuant to or within the meaning of
any Bankruptcy Law:




(1)
            commences
      a voluntary case,





(2)
            consents
      to the entry of an order for relief against it in an involuntary
      case,





(3)
            consents
      to the appointment of a custodian of it or for all or substantially all of
      its property,





78


(4)
            makes
      a general assignment for the benefit of its creditors,
  or





(5)
            admits
      in writing its inability to pay debts as the same become due;
      and





(xiii)              a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




(1)
            is
      for relief against either of the Issuers or any Subsidiary Guarantor in an
      involuntary case,





(2)
            appoints
      a custodian of either of the Issuers or any Subsidiary Guarantor or for
      all or substantially all of their property,
or





(3)
            orders
      the liquidation of either of the Issuers, or any Subsidiary
      Guarantor,





and the
order or decree remains unstayed and in effect for 60 days.





(b)           The
Issuers are required, upon becoming aware of any Default (solely to the extent
such Default has not been cured or waived in accordance with the provisions of
this Indenture within 5 Business Days of the date on which such Default
occurred) or Event of Default, to deliver to the Trustee, within 5 Business Days
a statement specifying such Default or Event of Default and what action the
Issuers are taking or propose to take with respect thereto.




Section
      6.2
            Acceleration




Subject
to the terms of the Intercreditor Agreement, if an Event of Default (other than
an Event of Default specified in clause (xii) or (xiii) of Section 6.1(a))
occurs and is continuing, the Trustee by written notice to the Issuers, or the
Holders of at least 25% in principal amount of the then outstanding Notes by
written notice to the Issuers and the Trustee, may declare the unpaid principal
of and any accrued Interest (and Liquidated Damages, if any) on all the Notes to
be due and payable.  Upon such declaration the principal, premium, if
any, Interest (and Liquidated Damages, if any) shall be due and payable
immediately.  If an Event of Default specified in clause (xii) or
(xiii) of Section 6.1(a) occurs, all outstanding Notes shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.  At any time after a declaration of
acceleration, but before a judgment or decree for payment of the money due has
been obtained by the Trustee, the Holders of a majority in aggregate principal
amount of the Notes outstanding, by written notice to the Issuers and the
Trustee, may rescind and annul such declaration and its consequences if (a) the
Issuers have paid or deposited with the Trustee a sum sufficient to pay (i) all
sums paid or advanced by the Trustee and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, (ii) all
overdue Interest (including any Interest accrued subsequent to an Event of
Default specified in clause (xii) or (xiii) of Section 6.1(a) and Liquidated
Damages, if any, on all Notes, (iii) the principal of and premium, if any, on
any Notes that have become due otherwise than by such declaration or occurrence
of acceleration and Interest thereon at the rate borne by the Notes, and (iv) to
the extent that payment of such Interest is lawful, Interest upon overdue
Interest at the rate borne by the Notes; (b) all Events of Default, other than
the non-payment of principal of and Interest on the Notes that have become due
solely by such declaration or occurrence of acceleration, have been cured or
waived; and (c) the rescission would not conflict with any judgment, order or
decree of any court of competent jurisdiction.




79


Section
      6.3
            Other
      Remedies




If an
Event of Default occurs and is continuing, subject to the terms of the
Intercreditor Agreement, the Trustee may pursue any available remedy to collect
the payment of principal, premium, if any, Liquidated Damages, if any, and
Interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.




The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default.  All remedies are
cumulative to the extent permitted by law.




Section
      6.4
            Waiver
      of Defaults




Subject
to Section 6.7 hereof, Holders of a majority of the aggregate principal amount
of the then outstanding Notes by written notice to the Trustee may on behalf of
the Holders of all of the Notes (a) waive any existing or past Default or Event
of Default and its consequences under this Indenture (x) except a continuing
Default or Event of Default in the payment of the principal of, premium, if any,
or Interest (and Liquidated Damages, if any) on any Note or (y) a Default or an
Event of Default with respect to any covenant or provision which cannot be
modified or amended without the consent of the Holder of each outstanding Note
affected or supermajority approval, which Default or Event of Default may be
waived only with the consent of each outstanding Note affected or such
supermajority approval, respectively, and/or (b) rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal or
Interest that has become due solely because of the acceleration) have been cured
or waived.  Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.




Section
      6.5
            Control
      by Majority




80


Subject
to all provisions of the Indenture and applicable law, the Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines in good faith
may be unduly prejudicial to the rights of other Holders not joining in the
giving of such direction or that may involve the Trustee in personal liability
and the Trustee may take any other action it deems proper that is not
inconsistent with any such direction received from Holders.




Section
      6.6
            Limitation
      on Suits




A Holder
may pursue a remedy with respect to this Indenture or the Notes only
if:




(a)           the
Holder gives to the Trustee written notice of a continuing Event of
Default;




(b)           the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy;




(c)           such
Holder or Holders offer and, if requested, provide to 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 and, if requested, the provision of indemnity;
and




(e)           during
such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the
request.




A Holder
may not use this Indenture to prejudice the rights of another Holder or to
obtain a preference or priority over another Holder.




Section
      6.7
            Rights
      of Holders of Notes to Receive
Payment




Notwithstanding
any other provision of this Indenture, except as permitted by Section 9.2
hereof, the right of any Holder to receive payment of the principal of, premium
and Interest (and Liquidated Damages, if any) on a Note, on or after the
respective due dates expressed in the Note (including in connection with an
offer to purchase) or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.




Section
      6.8
            Collection
      Suit by Trustee




If an
Event of Default specified in Section 6.1(a)(i) or 6.1(a)(ii) hereof occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Issuers for the whole amount of
principal of, premium and Interest (and Liquidated Damages, if any) remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.




81


Section
      6.9
            Trustee
      May File Proofs of Claim




The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Issuers (or any other obligor upon the
Notes), their creditors or their property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7
hereof.  To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.  Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided,
however that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and may be a member of
the creditor’s committee.




Section
      6.10
            Priorities




Subject
to the terms of the Intercreditor Agreement, if the Trustee collects any money
pursuant to this Article, it shall pay out the money in the following
order:




First:  to the
Trustee, its agents and attorneys for amounts due under Section 7.7 hereof,
including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection
(including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel);




Second:  to Holders
for amounts due and unpaid on the Notes for principal, Interest and Liquidated
Damages, if any, ratably, without preference or priority of any kind, according
to the amounts due and payable on the Notes for principal, premium Interest, and
Liquidated Damages, if any, respectively;




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Third:  without
duplication, to the Holders for any other Obligations owing to the Holders under
the Notes or this Indenture; and




Fourth:  to the
applicable Issuers or Subsidiary Guarantors or to such other party as a court of
competent jurisdiction shall direct.




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 a Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.7 hereof, or a suit by Holders of more than 10% in principal amount of the
then outstanding Notes.




ARTICLE
VII


TRUSTEE




Section
7.1                           Duties
of Trustee




(a)           If
an Event of Default of which the Trustee has knowledge has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.




(b)           Except
during the continuance of an Event of Default of which the Trustee has
knowledge:




(i)              the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and




(ii)              in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; however, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts stated therein).




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(c)           The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except
that:




(i)              this
paragraph (c) does not limit the effect of paragraph (b) of this Section
7.1;




(ii)              the
Trustee shall not be liable for any error of judgment made in good faith by an
Officer of the Trustee, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and




(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
6.5 hereof.




(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to Sections 7.1 and 7.2
hereof.




(e)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.  The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.




(f)           Upon
request from the Issuers, the Trustee is hereby authorized and directed to and
shall enter into any amendment, restatement, supplement, renewal, replacement or
other modification to the Intercreditor Agreement in connection with the
Existing Senior Secured Credit Facility entered into in accordance with the
terms of this Indenture, including Section 4.7 hereof.




(g)           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.




(h)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.




(i)           In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.




84


(j)           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 of 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.




Section
      7.2
            Rights
      of Trustee




(a)           In
connection with the Trustee’s rights and duties under this Indenture, the
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in the document.




(b)           Before
the Trustee acts or refrains from acting under this Indenture, it may require an
Officers’ Certificate or an Opinion of Counsel or both.  The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate or Opinion of Counsel.  The
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.




(c)           The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due
care.




(d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.




(e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Issuers shall be sufficient if signed by an Officer
of the Issuers.




(f)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction.




(g)           Except
with respect to Section 4.1 hereof, the Trustee shall have no duty to inquire as
to the performance of the Issuers’ covenants in Article IV hereof.  In
addition, the Trustee shall not be deemed to have knowledge of any Default or
Event of Default except (i) any Event of Default occurring pursuant to Sections
6.1(a)(i), 6.1(a)(ii) and 4.1 hereof or (ii) any Default or Event of Default of
which the Trustee shall have received written notification in the manner set
forth in this Indenture or of which a Responsible Officer of the Trustee shall
have actual knowledge thereof or unless written notice of any event which is in
fact a Default or Event of Default is received by the Trustee at the Corporate
Trust Office, and such notice references this Indenture and the
Notes.  Delivery of reports, information and documents to the Trustee
under Section 4.3 is for informational purposes only and the Trustee’s receipt
of the foregoing 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 thereunder (as to which the
Trustee is entitled to rely exclusively on an Officers’
Certificate).




85


(h)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee may, in its
discretion, make such further inquiry or investigation into such facts or
matters as it may see fit.




Section
      7.3
            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 or any Affiliate of the Issuers
with the same rights it would have if it were not Trustee.  However,
in the event that the Trustee acquires any conflicting interest (as defined in
the TIA) it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign.  Any Agent may do the
same with like rights and duties.  The Trustee is also subject to
Sections 7.10 and 7.11 hereof.




Section
      7.4
            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 or any money paid to the
Issuers or upon the Issuers’ direction under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.




Section
      7.5
            Notice
      of Defaults




If a
Default or Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to Holders a notice in the manner and to the
extent provided by Section 313(c) of the TIA of the Default or Event of Default
within 90 days after it occurs.  Except in the case of a Default or
Event of Default in payment of principal of, premium, if any, Liquidated
Damages, if any, or Interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders.




86


Section
      7.6
            Reports
      by Trustee to Holders of the Notes




Within 60
days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders a brief report dated as of such reporting date that complies with
TIA Sec. 313(a) (but if no event described in TIA Sec. 313(a) has occurred
within the 12 months preceding the reporting date, no report need be
transmitted).  The Trustee also shall comply with TIA Sec.
313(b)(2).  The Trustee shall also transmit by mail all reports as
required by TIA Sec. 313(c).




A copy of
each report at the time of its mailing to the Holders of Notes shall be mailed
by the Trustee to the Issuers and filed by the Trustee with the SEC and each
stock exchange on which the Notes are listed in accordance with TIA Sec.
313(d).  The Issuers shall promptly notify the Trustee when the Notes
are listed on any stock exchange.




To the
extent requested by the Company and at the Company’s expense, the Trustee shall
provide any Gaming Authority with:




(a)           copies
of all notices, reports and other written communications that the Trustee gives
to the Holders;




(b)           a
list of all of the Holders promptly after the original issuance of the Notes and
periodically thereafter if the Company so directs;




(c)           notice
of any Default or Event of Default under this Indenture, any acceleration of the
Indebtedness evidenced by the Notes, or the institution of any legal actions or
proceedings before any court or governmental authority in respect of a Default
or Event of Default;




(d)           notice
of the removal or resignation of the Trustee within five Business Days of the
effectiveness thereof;




(e)           notice
of any transfer or assignment of rights under this Indenture known to the
Trustee within five Business Days of the effectiveness thereof;




(f)           a
copy of any amendment to the Notes or this Indenture within five Business Days
of the effectiveness thereof; and




(g)           such
other information and documentation that may be requested by any Gaming
Authority or as otherwise required by applicable law.




Section
      7.7
            Compensation
      and Indemnity




The
Issuers shall pay to the Trustee from time to time reasonable compensation as
shall be agreed to in writing by the Issuers and the Trustee for its acceptance
of this Indenture and services hereunder and under the Security
Documents.  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 promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services.  Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel,
except such disbursements and expenses as may be attributable to its negligence
or bad faith.




87


The
Issuers and the Subsidiary Guarantors, jointly and severally, shall indemnify
the Trustee and its officers, directors, employees and agents against any and
all losses, liabilities or expenses (including reasonable attorneys’ fees)
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture and under the Security
Documents, including the costs and expenses of enforcing this Indenture and
under the Security Documents against the Issuers (including this Section 7.7)
and defending itself against any claim (whether asserted by the Issuers or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except, in each case, to
the extent any such loss, liability or expense may be attributable to its
negligence, bad faith or willful misconduct.  The Trustee shall notify
the Issuers promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so notify the Issuers shall not
relieve the Issuers of their obligations hereunder.  The Issuers shall
defend the claim and the Trustee shall cooperate in the defense.  In
the event that a conflict of interest or conflicting defenses would arise in
connection with the representation of the Issuers and the Trustee by the same
counsel, the Trustee may have separate counsel and the Issuers shall pay the
reasonable fees and expenses of such counsel.




The
obligations of the Issuers under this Section 7.7 shall survive the satisfaction
and discharge of this Indenture and the resignation or removal of the
Trustee.




To secure
the Issuers’ payment obligations in this Section 7.7, the Trustee shall have a
Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular
Notes.  Such Lien shall survive the satisfaction and discharge of this
Indenture until such payment obligations have been paid in full.




When the
Trustee incurs expenses or renders services after an Event of Default specified
in Sections 6.1(a)(xii) or 6.1(a)(xiii) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.




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




Section
      7.8
            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 7.8 and upon the Issuers’ receipt of
notice from the successor Trustee of such appointment.




88


The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Issuers.  The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Issuers in writing.  The Issuers may
remove the Trustee if:




(a)           the
Trustee fails to comply with Section 7.10 hereof;




(b)           the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;




(c)           a
custodian or public officer takes charge of the Trustee or its property;
or




(d)           the
Trustee becomes incapable of acting.




If the
Trustee resigns or is removed or if a vacancy exists in the office of the
Trustee for any reason, the Issuers shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers.




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 then outstanding Notes may petition any
court of competent jurisdiction for the appointment of a successor
Trustee.




If the
Trustee, after written request by any Holder who has been a Holder for at least
six months, fails to comply with Section 7.10 hereof, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.




A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuers.  Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture and the Intercreditor Agreement.  The successor Trustee
shall mail a notice of its succession to Holders.  The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to
the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.7 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.8, the Issuers’ obligations under Section 7.7 hereof
shall continue for the benefit of the retiring Trustee.




Section
      7.9
            Successor
      Trustee by Merger, etc.




If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.




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Section
      7.10
            Eligibility;
      Disqualification




There
shall at all times be a Trustee hereunder that is a corporation or trust company
(or a member of a bank holding company) organized and doing business under the
laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has (or the
bank holding company of which it is a member has) a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition.




This
Indenture shall always have a Trustee who satisfies the requirements of TIA Sec.
310(a)(1), (2) and (5).  The Trustee is subject to TIA Sec.
310(b).




Section
      7.11
            Preferential
      Collection of Claims Against
Issuers




The
Trustee is subject to TIA Sec. 311(a), excluding any creditor relationship
listed in TIA Sec. 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA Sec. 311(a) to the extent indicated
therein.




ARTICLE
VIII


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE




Section
8.1                           Option
to Effect Legal Defeasance or Covenant Defeasance




The
Issuers may, at the option of their Managers evidenced by a resolution set forth
in an Officers’ Certificate, elect to have either Section 8.2 or 8.3 hereof be
applied to all outstanding Notes and Subsidiary Guarantees upon compliance with
the conditions set forth below in this Article VIII.




Section
      8.2
            Legal
      Defeasance and Discharge




Upon the
Issuers’ exercise under Section 8.1 hereof of the option applicable to this
Section 8.2, each of the Issuers and the Subsidiary Guarantors, as applicable,
shall, subject to the satisfaction of the applicable conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Notes and Subsidiary Guarantees, as applicable, on
the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that
the Issuers shall be deemed to have paid and discharged all amounts owed under
the outstanding Notes and the Subsidiary Guarantors shall be deemed to have paid
and discharged the entire Indebtedness represented by the outstanding Subsidiary
Guarantees, which shall thereafter be deemed to be “outstanding” only for the
purposes of Section 8.5 hereof and the other Sections of this Indenture referred
to in clauses (a) and (b) of this Section 8.2, and to have satisfied all its
other obligations under such Notes, such Subsidiary Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Issuers,
shall execute proper instruments acknowledging the same, including instruments
releasing the Collateral as security for the Notes and the Subsidiary
Guarantees), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder:  (a) the rights of
Holders to receive solely from the trust fund described in Section 8.4 hereof,
and as more fully set forth in Section 8.4, payments in respect of the principal
of, premium, if any, and Interest and Liquidated Damages, if any, on such Notes
when such payments are due, (b) the Issuers’ obligations with respect to such
Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.10, 4.2, 4.6, 4.17,
4.19, 8.5, 8.6 and 8.7 hereof, and (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Issuers’ and the Subsidiary
Guarantors’ obligations in connection therewith, including, without limitation,
Section 7.7 hereof.




90


Section
      8.3
            Covenant
      Defeasance




Upon the
Issuers’ exercise under Section 8.1 hereof of the option applicable to this
Section 8.3, subject to the satisfaction of the applicable conditions set forth
in Section 8.4 hereof, the Issuers and the Subsidiary Guarantors shall be
released from their respective obligations under Sections 4.3, 4.4, 4.5, 4.7,
4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18, 4.20, 4.21 and 4.22
and Article V hereof on and after the date the conditions set forth below are
satisfied (hereinafter, “Covenant Defeasance”), and
the Notes and the Subsidiary Guarantees 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 and the Subsidiary Guarantees, the
Issuers and the Subsidiary 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 a Default or an Event of Default under Section 6.1
hereof, but, except as specified above, the remainder of this Indenture and such
Notes and Subsidiary Guarantees shall be unaffected thereby.  In
addition, upon the Issuers’ exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, subject to the satisfaction of the applicable
conditions set forth in Section 8.4 hereof, (x) Sections 6.1(a)(iii) through
6.1(a)(xi) hereof shall not constitute Events of Default to the extent such
events occur thereafter and (y) Sections 6.1(xii) and 6.1(xiii) hereof shall not
constitute an Event of Default to the extent they occur after the 91st day
following the occurrence of the Issuers’ exercise of Covenant Defeasance; provided, however that for
all other purposes as set forth herein, such Covenant Defeasance provisions
shall be effective.




Section
      8.4
            Conditions
      to Legal or Covenant Defeasance




The
following shall be the conditions to the application of either Section 8.2 or
8.3 hereof to the outstanding Notes:




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(a)           in
the case of an election under Section 8.2 or 8.3 hereof, the Issuers must
irrevocably deposit, or cause to be irrevocably deposited, with the Trustee, in
trust, for the benefit of the Holders, cash in United States legal tender,
non-callable Government Securities, or a combination thereof, in such amounts as
shall be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
Interest (and Liquidated Damages, if any) on the outstanding Notes on the Stated
Maturity or on the applicable redemption date, as the case may be (and the
Issuers must specify whether the Notes are being defeased to Stated Maturity or
a particular redemption date);




(b)           in
the case of an election under Section 8.2 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee
confirming that:  (i) the Issuers have received from, or there has
been published by, the Internal Revenue Service a ruling or (ii) since the Issue
Date, there has been a change in the applicable Federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders shall not recognize income, gain or loss for Federal
income tax purposes as a result of such Legal Defeasance and shall be subject to
Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not
occurred;




(c)           in
the case of an election under Section 8.3 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee
confirming that Holders shall not recognize income, gain or loss for Federal
income tax purposes as a result of such Covenant Defeasance and shall be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not
occurred;




(d)           in
the case of an election under Section 8.2 or 8.3 hereof, no Default or Event of
Default shall have occurred and be continuing on the date of the deposit (other
than a Default or Event of Default resulting from the borrowing of funds
(whether on a secured or unsecured basis) to be applied to such
deposit);




(e)           in
the case of an election under Section 8.2 or 8.3 hereof, the Legal Defeasance or
Covenant Defeasance, as applicable, may 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 the Issuers, any of the Subsidiaries is a party or
by which the Issuers or any of the Subsidiaries is bound;




(f)           in
the case of an election under Section 8.2 or 8.3 hereof, the Issuers must
deliver to the Trustee an Officers’ Certificate stating that the deposit was not
made by the Issuers with the intent of preferring the Holders over the other
creditors of the Issuers with the intent of defeating, hindering, delaying or
defrauding creditors of the Issuers or others;




(g)           in
the case of an election under Section 8.2 or 8.3 hereof, the Issuers must
deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
confirming the satisfaction of the applicable conditions in clauses (a) through
(f) above.




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Legal
Defeasance and Covenant Defeasance shall be deemed to occur on the date all of
the applicable conditions set forth in this Section 8.4 are
satisfied.




Section
      8.5
            Deposited
      Money and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions




Subject
to Section 8.6 hereof, all money and Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section
8.4 hereof in respect of the outstanding Notes shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company or one of its subsidiaries acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and Interest (and
Liquidated Damages, if any), but such money need not be segregated from other
funds except to the extent required by law.




The
Issuers and the Subsidiary Guarantor, jointly and severally, shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or Government Securities deposited pursuant to Section
8.4 hereof or the principal and interest received in respect thereof, other than
any such tax, fee or other charge which by law is for the account of the
Holders.




Anything
in this Article VIII to the contrary notwithstanding, the Trustee shall deliver
or pay to the Issuers from time to time upon the request of the Issuers any
money or Government Securities held by it as provided in Section 8.4 hereof
which, in the opinion of a firm of independent public accountants nationally
recognized in the United States expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.




Section
      8.6
            Repayment
      to Issuers




Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuers, in
trust for the payment of the principal of, premium, if any, Liquidated Damages,
if any, or Interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, Liquidated Damages, if any, or Interest has
become due and payable shall be paid to the Issuers on their written request or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter, as a creditor, look only to the Issuers
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers as trustee
thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Issuers cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the
Issuers.




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Section
      8.7
            Reinstatement




If the
Trustee or Paying Agent is unable to apply any United States legal tender or
Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case
may be, by reason of any order directing the repayment of the deposited money to
the Issuers or otherwise making the deposit unavailable to make payments under
the Notes when due, or if any court enters an order avoiding the deposit of
money with the Trustee or Paying Agent or otherwise requires the payment of the
money so deposited to the Issuers or to a fund for the benefit of its creditors,
then (so long as the insufficiency exists or the order remains in effect) the
Issuers’ and the Subsidiary Guarantors’ obligations under this Indenture, the
Notes, the Subsidiary Guarantees and the Security Documents shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.3 or 8.4
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.3 or 8.4 hereof, as the case may be;
provided, however,
that, if the Issuers make any payment of principal of, premium, if any, and
Interest (and Liquidated Damages, if any) on any Note following the
reinstatement of its obligations, the Issuers shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.




Section
      8.8
            Satisfaction
      and Discharge




The
Issuers may terminate their obligations and the obligations of the Subsidiary
Guarantors under this Indenture, the Notes, the Subsidiary Guarantees and the
Security Documents (except as described below) (whereupon the Trustee shall
release the Collateral from the Liens created by the Security Documents as
provided under Section 10.4(b)(3)) when:




(1)           either:




(a)           all
the Notes previously authenticated and delivered (except lost, stolen or
destroyed Notes which have been replaced and Notes for whose payment money has
theretofore been deposited with the Trustee or the paying agent in trust or
segregated and held in trust by the Issuers and thereafter repaid to the Issuers
or a Subsidiary Guarantor or discharged from such trust) have been delivered to
the Trustee for cancellation, or




(b)           (i)  (A)
all Notes have been called for redemption pursuant to the provisions of Section
3.7 hereof by mailing to Holders a notice of redemption, (B) all Notes will
become due and payable at their stated maturity within one year or (C) all Notes
otherwise have become due and payable; and




94


(ii)           the
Issuers have irrevocably deposited or caused to be irrevocably deposited with
the Trustee, in trust for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, 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, and
Interest and Liquidated Damages, if any, on the Notes to the date of redemption
or maturity, 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;




(iii)           no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the
borrowing of funds (whether on a secured or unsecured basis) to be applied to
such deposit (including, without limitation, the incurrence of any Lien in
connection therewith));




(iv)           such
deposit shall not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this Indenture) to which
the Issuers, any of the Subsidiary Guarantors or any of the Restricted
Subsidiaries are a party or by which the Issuers, any of the Subsidiary
Guarantors or any of the Restricted Subsidiaries are bound; and




(2)           each
of the Issuers and the Subsidiary Guarantors has paid all other sums payable by
it under this Indenture, the Notes, the Subsidiary Guarantors, the Intercreditor
Agreement and the Security Documents, and




(3)           the
Issuers shall have delivered to the Trustee an Officers Certificate and an
Opinion of Counsel confirming the satisfaction of all conditions set forth in
clauses (1) and (2) above.




ARTICLE
IX


AMENDMENT,
SUPPLEMENT AND WAIVER




Section
9.1                           Without
Consent of Holders of Notes




Notwithstanding
Section 9.2 hereof, the Issuers, the Subsidiary Guarantors and the Trustee may
amend or supplement this Indenture, the Notes, the Subsidiary Guarantees, the
Registration Rights Agreement or, subject to the Intercreditor Agreement, the
Security Documents, without the consent of any Holder:




(a)           to
cure any ambiguity, defect or inconsistency;




(b)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes;




(c)           to
provide for the assumption of the Issuers’ or the Subsidiary Guarantors’
obligations to the Holders in the case of a merger or consolidation or sale of
all or substantially all of its assets in accordance with this
Indenture;




95


(d)           to
evidence the release of any Subsidiary Guaranty permitted to be released under
the terms of this Indenture and the Security Documents or to evidence the
addition of any new Subsidiary Guarantor;




(e)           to
make any change that would provide any additional rights or benefits to the
Holders (including the addition of any Subsidiary Guarantor) or that does not
adversely affect the rights hereunder of any Holder under this Indenture, the
Notes, the Subsidiary Guarantees, the Registration Rights Agreement, the
Security Documents or the Intercreditor Agreement;




(f)           to
comply with the provisions of the Depositary, Euroclear or Clearstream or the
Trustee with respect to the provisions of this Indenture or the Notes relating
to transfers and exchanges of Notes or beneficial interests
therein;




(g)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;




(h)           to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture as of the date hereof;




(i)           to
comply with applicable gaming laws and racing laws; or




(j)           to
enter into additional or supplemental Security Documents.




Upon the
request of the Issuers accompanied by a resolution of the Managers of each
Issuer authorizing the execution of any such amended or supplemental indenture,
and upon receipt by the Trustee of the documents described in Section 9.6
hereof, the Trustee shall join with the Issuers in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that adversely affects its own rights, duties
or immunities under this Indenture or otherwise.




Section
      9.2
            With
      Consent of Holders of Notes




(a)           Except
as expressly stated otherwise in this Section 9.2, and subject to Sections 6.4
and 6.7 hereof, the Issuers, the Subsidiary Guarantors and the Trustee may
amend, supplement or otherwise modify this Indenture, the Notes, the Subsidiary
Guarantees, or, subject to the Intercreditor Agreement, the Security Documents,
with the consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or Interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Notes, the Subsidiary Guarantees, and,
subject to the Intercreditor Agreement, the Security Documents may be waived
with the consent of the Holders of a majority in aggregate principal amount of
the then outstanding Notes (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for, the Notes).




96


(b)           Subject
to Sections 6.4 and 6.7 hereof, and except as stated otherwise in this Section
9.2, the Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive compliance in a particular instance by the Issuers or any
Restricted Subsidiary with any provision of this Indenture or the
Notes.




It being
understood that, except as expressly stated otherwise in Section 9.2(c),
Sections 4.13 and 4.15 hereof may be amended, waived or modified in accordance
with Section 9.2(a).




(c)           Without
the consent of each Holder affected, an amendment or waiver may not with respect
to any Notes held by a non-consenting Holder:




(1)           reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




(2)           reduce
the principal of, or the premium (including, without limitation, redemption
premium but not including, except as described in clause (3) below, any
redemption premium relating to Sections 4.13 and 4.15) on, or change the fixed
maturity of, any Note;




(3)           alter
the price at which repurchases of the Notes may be made pursuant to an Excess
Proceeds Offer or Change of Control Offer after the corresponding Asset Sale or
Change of Control has occurred;




(4)           reduce
the rate of or change the time for payment of Interest (or Liquidated Damages,
if any), including default interest, on any Note (other than any advance notice
requirement with respect to any redemption of the Notes);




(5)           waive
a Default or Event of Default in the payment of principal of, or premium, if
any, Interest or Liquidated Damages, if any, on or redemption payment with
respect to, any Note (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the Notes and a
waiver of the payment default that resulted from such
acceleration);




(6)           make
any Note payable in money other than that stated in the Notes;




(7)           make
any change in the provisions of this Indenture relating to waivers of past
Defaults with respect to, or the rights of Holders to receive, payments of
Interest on the Notes;




97


(8)           waive
a redemption payment with respect to any Note (other than for the avoidance of
doubt, except as described in Section 9.2(c)(3), provisions relating to or
payments required by Section 4.13 and Section 4.15);




(9)           adversely
affect the contractual ranking of the Notes or Subsidiary Guarantees;
or




(10)           make
any changes in the foregoing amendment and waiver provisions.




(d)           Notwithstanding
the foregoing Sections 9.2(a), (b) and (c) and subject to the Intercreditor
Agreement, no portion of the Collateral may be released from the Lien of the
Security Documents (except in accordance with the provisions of this Indenture
and the Security Documents), and none of the Security Documents or the
provisions of this Indenture relating to the Collateral may be amended or
supplemented, and the rights of any Holders thereunder may not be waived or
modified, without, in each case, the consent of the Holders of at least 75% in
aggregate principal amount of the then outstanding Notes.




(e)           In
connection with any amendment, supplement or waiver under this Article IX, the
Issuers may, but shall not be obligated to, offer to any Holder who consents to
such amendment, supplement or waiver, or to all Holders, consideration for such
Holder’s consent to such amendment, supplement or waiver.




(f)           It
shall not be necessary for the consent of the Holders under Sections 9.2(a),
(b), (c) or (d) to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.




(g)           After
an amendment, supplement or waiver under this Section 9.2 becomes effective, the
Trustee shall mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver.  Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amended or supplemental Indenture or
waiver.




Section
      9.3
            Compliance
      with Trust Indenture Act




Every
amendment or supplement to this Indenture or the Notes shall be set forth in an
amended or supplemental Indenture that complies with the TIA as then in
effect.




Section
      9.4
            Revocation
      and Effect of Consents




Until an
amendment, supplement or waiver becomes effective (as determined by the Issuers
and which may be prior to any such amendment, supplement or waiver becoming
operative), a consent to it by a Holder is a continuing consent by the Holder
and every subsequent Holder that evidences the same Indebtedness 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 its Note if such consent by its terms is not irrevocable and the
Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective (as determined by the Issuers and
which may be prior to any such amendment, supplement or waiver becoming
operative).




98


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 the date so fixed by the Issuers
notwithstanding the provisions of the TIA.  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, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given by such Holders, whether or not such Persons continue to be
Holders after such record date.




After an
amendment, supplement or waiver becomes effective, it shall bind every Holder
unless it makes a change described in any of paragraphs (1) through (10) of
Section 9.2(c) hereof, in which case, the amendment, supplement or waiver shall
bind only each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder’s Note; provided, that any such
waiver shall not impair or affect the right of any Holder to receive payment of
principal and premium of and Interest (and Liquidated Damages, if any) on a
Note, on or after the respective dates set for such amounts to become due and
payable expressed in such Note, or to bring suit for the enforcement of any such
payment on or after such respective dates.




Section
      9.5
            Notation
      on or Exchange of Notes




The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Issuers in exchange
for all Notes may issue and the Trustee shall authenticate new Notes that
reflect the amendment, supplement or waiver.




Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.




Section
      9.6
            Trustee
      to Sign Amendments, etc.




The
Trustee shall sign any amendment or supplemental indenture authorized pursuant
to this Article IX if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  Upon the
request of the Issuers accompanied by a resolution of the Managers of each
Issuer authorizing the execution of any such amended or supplemental indenture,
and upon the filing with the Trustee of evidence satisfactory to the Trustee of
the consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.6 hereof, the Trustee shall join with the
Issuers in the execution of such amended or supplemental Indenture unless such
amended or supplemental indenture adversely affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental indenture.  If such amendment or supplement
does adversely affect the rights, duties, liabilities or immunities of the
Trustee, the Trustee may, but need not, sign such amendment or
supplement.  The Issuers may not sign an amendment or supplemental
indenture until the Managers of each Issuer approve such amendment or
supplement.  In executing any amendment or supplemental indenture, the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive and (subject to Section 7.1 hereof) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that
the execution of such amendment or supplemental indenture is authorized or
permitted by this Indenture.




99


ARTICLE
X


COLLATERAL
AND SECURITY




Section
10.1                           Security
Documents; Security Interests.




(a)           The
due and punctual payment of the principal and premium, if any, of, and Interest
(and Liquidated Damages, if any) on, the Notes when and as the same shall be due
and payable, whether on an Interest Payment Date, at maturity, by acceleration,
repurchase, redemption or otherwise, Interest on the overdue principal of and
Interest (to the extent permitted by law), if any, on the Notes and performance
of all other Obligations under this Indenture, the Notes, the Security Documents
and the Registration Rights Agreement, shall be secured as provided in the
Security Documents.




(b)           After
the Issue Date, the Issuers shall, and shall cause each of the Domestic
Restricted Subsidiaries to, use commercially reasonable efforts (which shall be
deemed not to include any obligation to pay money to any third parties other
than filing fees, reasonable fees and expenses of the third party or other de
minimis payments) to grant a perfected security interest in all of the Issuers’
and the Domestic Restricted Subsidiaries’ assets, including assets acquired
after the Issue Date in accordance with the Security Documents, but in any event
excluding the Excluded Assets.




(c)           Notwithstanding
any provision in this Indenture or the Security Documents to the contrary, in
the event that the Issuers or any of the Domestic Restricted Subsidiaries grant
a Lien on any of the Issuers’ or any of the Domestic Restricted Subsidiaries’
assets in connection with the Existing Senior Secured Credit Facility, the
Issuers shall be required to, and shall be required to cause the Domestic
Restricted Subsidiaries to, secure the Notes with a Lien on such assets (other
than Excluded Assets) that is subordinated to the obligations under the Existing
Senior Secured Credit Facility in accordance with the Intercreditor Agreement,
except  in circumstances where the Collateral Agent cannot perfect
such a Lien by means other than a Lien filing.




(d)           The
Issuers shall, and shall cause each of the Domestic Restricted Subsidiaries to,
do or cause to be done all such acts and things as may be necessary or proper,
or as may be required by the provisions of the Security Documents, to assure and
confirm to the Collateral Agent the security interest in the Collateral
contemplated hereby and by the Security Documents, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and of the Notes secured hereby, according to the intent and
purposes herein and therein expressed, including (1) using all commercially
reasonable efforts to obtain customary consents and waivers from landlords of
premises where any of the Collateral is located, and (2) taking all commercially
reasonable efforts to grant a perfected Lien on all real property (other than
real property constituting Excluded Assets) owned by the Issuers and the
Domestic Restricted Subsidiaries and to provide customary title insurance for
the benefit of the Collateral Agent with respect thereto; including, without
limitation, commercially reasonable efforts to cause the removal of record of
all existing monetary encumbrances such that the Security Documents shall
constitute a first priority Lien on all such real property, subject to Permitted
Liens.  The Issuers shall, and shall cause each of the Domestic
Restricted Subsidiaries to, take, upon request of the Collateral Agent, any and
all actions required to cause the Security Documents to create and maintain, as
security for the Obligations under this Indenture, the Notes, the Security
Documents and the Registration Rights Agreement, valid and enforceable,
perfected (except as expressly provided herein or therein) Liens in and on all
the Collateral, in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons (other than holders of Permitted Liens), and subject
to no other Liens, other than as provided herein and therein; provided, that the Collateral
Agent’s Lien securing the Collateral may be subordinated pursuant to the terms
of the Intercreditor Agreement to a Lien securing Indebtedness outstanding
pursuant to Section 4.7 hereof, but only to the extent provided in the
Intercreditor Agreement.




100


(e)           Each
of the Issuers represents and warrants and covenants that it (or the Domestic
Restricted Subsidiaries) has executed and delivered, filed and recorded and/or
shall execute and deliver, file and record, all instruments and documents, and
has done or shall do or cause to be done all such acts and other things as are
necessary to subject the Collateral to the Lien of the Security
Documents.  The Issuers (or the Domestic Restricted Subsidiaries)
shall execute and deliver, file and record all instruments and do all acts and
other things as may be reasonably necessary or advisable to perfect, maintain
and protect the security interests created by the Security Documents and shall
pay all filing, recording, mortgage or other taxes or fees incidental
thereto.




(f)           The
security interests in the Collateral created by the Security Documents as now or
hereafter in effect shall be held by the Collateral Agent for the equal and
ratable benefit and security of the Notes without preference, priority or
distinction of any thereof over any other by reason, or difference in time, of
issuance, sale or otherwise, and for the enforcement of the payment of principal
of, premium, if any, and Interest (and Liquidated Damages, if any) on the Notes
in accordance with their terms.




(g)           Each
Holder, by its acceptance of a Note, consents and agrees to the terms of the
Security Documents and the Intercreditor Agreement (including, without
limitation, the provisions providing for foreclosure and release of the
Collateral) as the same may be in effect or may be amended from time to time in
accordance with their terms and authorizes and directs the Secured Party and the
Trustee to enter into the Security Documents and the Intercreditor Agreement and
to perform its obligations and exercise its rights thereunder in accordance
therewith.  The Issuers initially appoint the Collateral Agent as
Secured Party and/or Collateral Agent under the Security Documents and the
Intercreditor Agreement.  Any successor Collateral Agent shall act as
Secured Party and/or Collateral Agent under the Security Documents and the
Intercreditor Agreement or appoint another Person to act in such
capacity.




101


Section
      10.2
            Further
      Assurances and Security.




Each of
the Issuers represents and warrants that at the time the Security Documents and
this Indenture are executed, the Issuers (or the Restricted Subsidiaries) (a)
shall have full right, power and lawful authority to grant, bargain, sell,
release, convey, hypothecate, assign, mortgage, pledge, transfer and confirm,
absolutely, the Collateral, in the manner and form done, or intended to be done,
in the Security Documents, free and clear of all Liens, except for Permitted
Liens, and shall forever warrant and defend the title to the same against the
claims of all Persons whatsoever, subject to the terms of the Intercreditor
Agreement; (b) shall execute, acknowledge and deliver to the Collateral Agent,
at the Issuers’ expense, at any time and from time to time such further
assignments, transfer, assurances or other instruments as may be required by the
Collateral Agent to effectuate the terms of this Indenture or the Security
Documents, subject to the terms of the Intercreditor Agreement; and (c) shall at
any time and from time to time do or cause to be done all such acts and things
as may be necessary or proper, or as may be required by the Collateral Agent, to
assure and confirm to the Collateral Agent the security interest in the
Collateral contemplated hereby and by the Security Documents, subject to the
terms of the Intercreditor Agreement.




Section
      10.3
            Opinions.




(a)           The
Issuers shall, to the extent required under the TIA, furnish to the Trustee (i)
promptly after the recording or filing, or re-recording or re-filing of the
Security Documents and other security filings, an Opinion of Counsel (who may be
counsel for the Issuers) stating that in the opinion of such counsel the
Security Documents and other security filings have been properly recorded,
filed, re-recorded or re-filed so as to make effective and perfect the security
interest intended to be created thereby and reciting the details of such
action.




(b)           The
Issuers shall, to the extent required under the TIA, furnish to the Trustee
within three months after each anniversary of the Issue Date, an Opinion of
Counsel, dated as of such date, stating either that (i) in the opinion of such
counsel, all action has been taken with respect to the recording, registering,
filing, re-recording, re-registering and refiling of all supplemental
indentures, financing statements, continuation statements or other instruments
of further assurance as is necessary to maintain the Liens of the Security
Documents, subject to the terms of the Intercreditor Agreement, and reciting the
details of such action or (ii) in the opinion of such Counsel, no such action is
necessary to maintain such Liens, which Opinion of Counsel also shall state what
actions it then believes are necessary to maintain the effectiveness of such
Liens during the next year.




102


(c)           All
Opinions of Counsel required by this Section 10.3, 12.4 or 12.5, may contain
qualifications, assumptions, exceptions and limitations as are customary or
appropriate for similar opinions relating to the nature of the
Collateral.




Section
      10.4
            Release
      of Collateral.




(a)           Upon
the full and final payment and performance of all the Issuers’ and the
Subsidiary Guarantors’ Obligations under this Indenture, the Notes, the
Subsidiary Guarantees and the Security Documents will terminate, and all of the
Liens on the Collateral created under the Security Documents shall be
released.




(b)           In
addition, the Secured Party shall release from the Liens created by the Security
Documents at the sole cost and expense of the Issuers:




(1)           Collateral
that is sold, transferred, disbursed or otherwise disposed of in accordance with
the provisions of this Indenture and the Security Documents; provided, that the Secured
Party shall not release such Liens in the event that the transaction is subject
to Article V hereof;




(2)           Collateral
that is released with the consent of the Holders of not less than 75% in
aggregate principal amount of the outstanding Notes as provided under Section
9.2(d) hereof;




(3)           all
Collateral upon defeasance of this Indenture in accordance with the provisions
of Article VIII hereof or discharge of this Indenture in accordance with the
provisions of Section 8.8 hereof; provided that the funds
deposited with the Trustee, in trust, for the benefit of the Holders as required
by such provisions shall not be released; and




(4)           Collateral
of a Subsidiary Guarantor whose Subsidiary Guaranty is released in accordance
with this Indenture and the Security Documents;




provided, that the Secured
Party has received all documentation required by the TIA in connection
therewith.  Upon compliance with the above provisions, the Collateral
Agent shall execute, deliver or acknowledge any necessary or proper instruments
of termination, satisfaction or release to evidence the release of any
Collateral permitted to be released pursuant to this Indenture or the Security
Documents.




(c)           The
release of any Collateral from the terms of the Security Documents shall not be
deemed to impair the security under this Indenture in contravention of the
provisions hereof and of the Security Documents if and to the extent the
Collateral is released pursuant to the terms of this Indenture and the Security
Documents.




(d)           For
the avoidance of doubt (i) any Collateral owned by any Subsidiary that is not a
Foreign Subsidiary that is designated by the Managers of the Issuers as an
Unrestricted Subsidiary in accordance with the terms of this Indenture shall be
released from the Lien of this Indenture and the Security Documents at the time
of such designation and (ii) any Collateral that shall constitute an Excluded
Asset at any time, or from time to time, after the date of this Indenture, shall
be released from the Lien of this Indenture and the Security Documents at the
time such Collateral shall constitute an Excluded Asset.




103


Section
      10.5
            Certificates
      of the Issuers.




The
Issuers shall furnish to the Trustee, prior to each proposed release of
Collateral, all documents required by TIA Sec. 314(d).  The Trustee
may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such instruments.  Any certificate or opinion
required by TIA Sec. 314(d) may be made by an Officer of the Issuers, except in
cases where TIA Sec. 314(d) requires that such certificate or opinion be made by
an independent engineer, appraiser or other expert within the meaning of TIA
Sec. 314(d).




Section
      10.6
            Authorization
      of Actions to be Taken by the Collateral Agent Under the Security
      Documents and the Intercreditor
Agreement.




Subject
to the terms of the Intercreditor Agreement, the Collateral Agent may, in its
sole discretion and without the consent of the Holders, on behalf of the
Holders, take all actions it deems necessary or appropriate in order to (a)
enforce any of the terms of the Security Documents or the Intercreditor
Agreement and (b) collect and receive any and all amounts payable in respect of
the Obligations of the Issuers and the Subsidiary Guarantors hereunder and under
the Notes, the Security Documents and the Registration Rights
Agreement.  Subject to the terms of the Intercreditor Agreement, and
to the extent permitted by this Indenture or the Security Documents, the
Collateral Agent shall have the power to institute and to maintain such suits
and proceedings as it may deem expedient to prevent any impairment of the
Collateral by any acts that may be unlawful or in violation of the Security
Documents or this Indenture, and such suits and proceedings as the Collateral
Agent may deem expedient to preserve or protect its interest and the interests
of the Holders in the Collateral (including power to institute and maintain
suits or proceedings to restrain the enforcement of or compliance with any
legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with,
such enactment, rule or order would impair the security interest hereunder or be
prejudicial to the interests of the Holders or the Collateral
Agent).




Section
      10.7
            Authorization
      of Receipt of Funds by the Collateral Agent Under the Security Documents
      and the Intercreditor agreement.




The
Collateral Agent is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents or the Intercreditor Agreement,
and to make further distributions of such funds to the Holders according to the
provisions of this Indenture and the Security Documents, subject to the terms of
the Intercreditor Agreement.




104


Section
      10.8
            Intercreditor
      Agreement.




Notwithstanding
anything herein or in any Security Document to the contrary, the relative rights
and remedies of the Collateral Agent hereunder or under any Security Documents
and of the agents or any other Persons acting on behalf of and for the benefit
of the lender(s) under the Existing Senior Secured Credit Facility shall be
subject to and governed by the terms of the Intercreditor Agreement at any time
the Intercreditor Agreement is in effect.  In the event of any
inconsistency between the terms hereof or of any Security Documents and the
Intercreditor Agreement, the Intercreditor Agreement shall control at any time
the Intercreditor Agreement is in effect.




Section
      10.9
            Post-Closing
      Obligations.




(a)           Within
90 days of the Issue Date, the Collateral Agent, shall have received
confirmation that the issuers of title insurance policies have agreed to issue
to the Collateral Agent a title insurance policy or unconditional marked
commitment or signed pro forma therefor (with such endorsements reasonably
required by the Collateral Agent) insuring each Mortgage to be a valid first
ranking perfected Lien against the real or immovable property described therein,
free from all Liens except Permitted Liens, for the full amount stated in the
title insurance polices as may reasonably be required by the Collateral
Agent.




(b)           Within
90 days of the Issue Date, the Collateral Agent, shall have received ALTA
surveys with respect to all real property encumbered by a Mortgage, certified to
the Collateral Agent and each issuer of a title insurance policy in a manner
satisfactory to them, dated not more than 30 days prior to the Settlement Date
unless each issuer of a title insurance policy has agreed to delete its survey
disclosure exception on the basis of an earlier survey and such survey is, in
any event, dated not more than two years prior to the Settlement Date by an
independent professional licensed land surveyor satisfactory to each issuer of a
title insurance policy.




ARTICLE
XI


SUBSIDIARY
GUARANTEES




Section
11.1                           Subsidiary
Guarantees




By its
execution hereof, each of the Subsidiary Guarantors acknowledges and agrees that
it receives substantial benefits from the Issuers and that such party is
providing its Subsidiary Guaranty for good and valuable consideration,
including, without limitation, such substantial benefits and
services.  Accordingly, subject to the provisions of this Article XI,
each Subsidiary Guarantor, jointly and severally, hereby unconditionally and
irrevocably guarantees on a senior secured basis to each Holder of a Note
authenticated and delivered by the Trustee and its successors and assigns that:
(i) the principal of, premium, if any, and Interest and Liquidated Damages, if
any, on the Notes shall be duly and punctually paid in full when due, whether at
maturity, by acceleration, call for redemption, upon a Change of Control Offer,
an Asset Sale Offer, or otherwise, and Interest on overdue principal, premium,
if any, Liquidated Damages, if any, and (to the extent permitted by law)
interest on any Interest, if any, on the Notes and all other obligations of the
Issuers to the Holders or the Trustee under the Notes, this Indenture, the
Security Documents and the Registration Rights Agreement (including fees,
expenses or other) shall be promptly paid in full or performed, all in
accordance with the terms hereof; and (ii) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations under the
Notes, this Indenture, the Security Documents or Registration Rights Agreement,
the 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, call for redemption, upon a Change of Control, an Asset Sale
Offer, or otherwise, subject, however, in the case of clauses (i) and (ii)
above, to the limitations set forth in Section 11.6 hereof (collectively, the
“Subsidiary Guaranty
Obligations”).




105


Subject
to the provisions of this Article XI, each Subsidiary Guarantor hereby agrees
that its Subsidiary Guaranty hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes, this Indenture, the
Security Documents, the Registration Rights Agreement or the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to
any thereof, any releases of the Collateral, the entry 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
Subsidiary Guarantor.  Each Subsidiary Guarantor hereby waives and
relinquishes: (a) any right to require the Trustee, the Holders or the Issuers
(each, a “Benefited
Party”) to proceed against the Issuers, the Restricted Subsidiaries or
any other Person or to proceed against or exhaust any security held by a
Benefited Party at any time or to pursue any other remedy in any Secured Party’s
power before proceeding against the Subsidiary Guarantors; (b) any defense that
may arise by reason of the incapacity, lack of authority, death or disability of
any other Person or Persons or the failure of a Benefited Party to file or
enforce a claim against the estate (in administration, bankruptcy or any other
proceeding) of any other Person or Persons; (c) demand, protest and notice of
any kind (except as expressly required by this Indenture), including but not
limited to notice of the existence, creation or incurring of any new or
additional Indebtedness or obligation or of any action or non-action on the part
of the Subsidiary Guarantors, the Issuers, the Restricted Subsidiaries, any
Benefited Party, any creditor of the Subsidiary Guarantors, the Issuers or the
Restricted Subsidiaries or on the part of any other Person whomsoever in
connection with any obligations the performance of which are hereby guaranteed;
(d) any defense based upon an election of remedies by a Benefited Party,
including but not limited to an election to proceed against the Subsidiary
Guarantors for reimbursement; (e) any defense based upon any statute or rule of
law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal; (f) any
defense arising because of a Benefited Party’s election, in any proceeding
instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of
the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a
security interest under Section 364 of the Bankruptcy Code.  The
Subsidiary Guarantors hereby covenant that, except as otherwise provided
therein, the Subsidiary Guarantees shall not be discharged except by payment in
full of all Subsidiary Guaranty Obligations, including the principal, premium,
if any, and Interest (and Liquidated Damages, if any) on the Notes and all other
costs provided for under this Indenture or as provided in Article
VIII.




106


If any
Holder or the Trustee is required by any court or otherwise to return to either
the Issuers or the Subsidiary Guarantors, or any trustee or similar official
acting in relation to either the Issuers or the Subsidiary Guarantors, any
amount paid by the Issuers or the Subsidiary Guarantors to the Trustee or such
Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall
be reinstated in full force and effect.  Each of the Subsidiary
Guarantors agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any Subsidiary Guaranty Obligations hereby
until payment in full of all such obligations guaranteed hereby.  Each
Subsidiary Guarantor agrees that, as between it, 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 hereof, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Subsidiary Guaranty Obligations,
and (y) in the event of any acceleration of such obligations as provided in
Article VI hereof, such Subsidiary Guaranty Obligations (whether or not due and
payable) shall forthwith become due and payable by such Subsidiary Guarantor for
the purpose of the Subsidiary Guaranty.




Section
      11.2
            Execution
      and Delivery of Subsidiary
Guarantees




To
evidence the Subsidiary Guarantees set forth in Section 11.1 hereof, each of the
Subsidiary Guarantors agrees that a notation of the Subsidiary Guarantees
substantially in the form included in Exhibit A hereto shall be endorsed on each
Note authenticated and delivered by the Trustee and that this Indenture (with
respect to Subsidiary Guarantors as of the Issue Date) and, with respect to
Subsidiary Guarantors after the Issue Date, a supplemental indenture
substantially in the form of Exhibit E hereto executed in accordance with
Section 11.4 hereof, shall be executed on behalf of each of the Subsidiary
Guarantors by an Officer of each of the Subsidiary Guarantors.




Each of
the Subsidiary Guarantors agree that the Subsidiary Guarantees set forth in this
Article XI shall remain in full force and effect and apply to all the Notes
notwithstanding any failure to endorse on each Note a notation of the Subsidiary
Guarantees.




If an
Officer whose signature is on a Note or a notation of Subsidiary Guaranty no
longer holds that office at the time the Trustee authenticates the Note on which
the Subsidiary Guarantees are endorsed, the Subsidiary Guarantees shall be valid
nevertheless.




The
delivery of any Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Subsidiary Guarantees set forth in this
Indenture on behalf of the Subsidiary Guarantors.




107


Section
      11.3
            Subsidiary
      Guarantors May Consolidate, etc., on Certain
  Terms




(a)           Nothing
contained in this Indenture or in the Notes shall prevent any consolidation or
merger of any Subsidiary Guarantor with or into each other or with or into the
Company; provided,
however, that such
consolidation or merger shall otherwise comply with this
Indenture.  Upon any such consolidation or merger, the Subsidiary
Guaranty of the Subsidiary Guarantor that does not survive the consolidation or
merger shall no longer be of any force or effect.




(b)           Except
for a merger or consolidation in which a Subsidiary Guarantor is sold and its
Subsidiary Guaranty is released in compliance with the provisions of Section
11.5 hereof, no Subsidiary Guarantor shall consolidate or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person) another
Person unless, subject to the provisions of the following paragraph and the
other provisions of this Indenture and the Security Documents, (i) the Person
formed by, resulting from or surviving any such consolidation or merger (if
other than such Subsidiary Guarantor) (A) expressly assumes all the obligations
of such Subsidiary Guarantor pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee, pursuant to which such Person shall
unconditionally guaranty, on a senior secured basis, all of such Subsidiary
Guarantor’s obligations under such Subsidiary Guarantor’s Subsidiary Guaranty on
the terms set forth in this Indenture, (B) executes a secondary agreement and
other Security Documents necessary or reasonably requested by the Trustee to
grant, and grants, a valid, enforceable, perfected Lien on the Collateral owned
by such Person to secure such Obligations on the terms set forth in the Security
Documents, and (C) delivers to the Trustee an Opinion of Counsel that such
supplemental indenture and such guaranty and Security Documents have been duly
authorized, executed and delivered and that each such document and this
Indenture constitutes a legal, valid, binding and enforceable obligation of such
Person, in each case, subject to customary qualifications; and (ii) immediately
before and immediately after giving effect to such transaction on a pro forma basis, no Default
or Event of Default shall have occurred or be continuing.  The
provisions of this Section 11.3(b) shall not apply to the merger of any
Subsidiary Guarantors with or into each other or with or into the
Company.  In case of any such consolidation or merger and upon the
assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and reasonably satisfactory in form to the Trustee, of
the Subsidiary Guarantees endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by such Subsidiary Guarantor, such successor corporation shall succeed
to and be substituted for such Subsidiary Guarantor with the same effect as if
it had been named herein as a Subsidiary Guarantor.  Such successor
corporation thereupon may cause to be signed any or all of the Subsidiary
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Issuers and delivered to the
Trustee.  All the Subsidiary Guarantees so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.




108


(c)           The
Trustee, subject to the provisions of Section 11.2 hereof, shall be entitled to
receive an Officers’ Certificate as conclusive evidence that any such
consolidation or merger, and any such assumption of Subsidiary Guaranty
Obligations, comply with the provisions of this Section 11.3.  Such
Officers’ Certificate shall comply with the provisions of Section 11.2
hereof.




Section
      11.4
            Subsidiary
      Guaranty by Future Restricted
Subsidiaries




The
Issuers shall cause each of the existing and future Restricted Subsidiaries
(other than Foreign Subsidiaries and other than a Restricted Subsidiary that is
a co-Issuer of the Notes) to (i) execute and deliver to the Trustee a
supplemental indenture substantially in the form of Exhibit E hereto and a
guaranty substantially in the form included in Exhibit A hereto, pursuant to
which such Restricted Subsidiary shall unconditionally guaranty on a senior
secured basis, all of the Issuers’ Obligations under the Notes and this
Indenture on the terms set forth in this Indenture, (ii) execute a security
agreement and other Security Documents necessary or reasonably requested by the
Trustee to grant, and grant, the Trustee a valid, enforceable, perfected Lien on
the Collateral described therein, and (iii) deliver to the Trustee an Opinion of
Counsel that such supplemental indenture, guaranty and Collateral Documents have
been duly authorized, executed and delivered by such Restricted Subsidiary and
that each of such documents and this Indenture, guaranty and Collateral
Documents have constitutes a legal, valid, binding and enforceable obligation of
such Restricted Subsidiary, in each case subject to customary qualifications
including exceptions for bankruptcy, fraudulent transfer and equitable
principles.  Thereafter, such Restricted Subsidiary shall be a
Subsidiary Guarantor for all purposes of this Indenture.




Section
      11.5
            Release
      of Subsidiary Guarantors




Notwithstanding
Section 11.3 hereof, upon the sale or disposition (including by merger or sale
or transfer of all of the Equity Interests) of a Subsidiary Guarantor (as an
entirety) to a Person that is not and is not required to become a Subsidiary
Guarantor, or the designation of a Restricted Subsidiary as an Unrestricted
Subsidiary or the liquidation, or dissolution of a Subsidiary Guarantor, which
transaction is otherwise in compliance with this Indenture (including, without
limitation, Sections 4.13 and 4.14), such Subsidiary Guarantor shall be deemed
released from its Obligations under this Indenture, its Subsidiary Guaranty and
the Security Documents; provided, however, that any
such termination shall occur only to the extent that all obligations of such
Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure, any Indebtedness of
the Issuers or any Indebtedness of any other of the Restricted Subsidiaries
shall also terminate upon such release, sale or transfer.




The
Trustee, subject to the provisions of Section 12.4 hereof, shall be entitled to
receive an Officers’ Certificate as conclusive evidence that such sale or other
disposition or that such designation was made by the Issuers in accordance with
the provisions of this Indenture.  Except as provided in Section 11.3
hereof, any Subsidiary Guarantor not released from its obligations under its
Subsidiary Guaranty shall remain liable for the full amount of principal of and
Interest on the Notes and for the other obligations of any Subsidiary Guarantor
under this Indenture as provided in this Article XI.




109


Notwithstanding
the foregoing provisions of this Article XI, (i) any Subsidiary Guarantor whose
Subsidiary Guaranty would otherwise be released pursuant to the provisions of
this Section 11.5 may elect, at its sole discretion, by written notice to the
Trustee, to maintain such Subsidiary Guaranty in effect notwithstanding the
event or events that otherwise would cause the release of such Subsidiary
Guaranty (which election to maintain such Subsidiary Guaranty in effect may be
conditional or for a limited period of time), and (ii) any subsidiary of the
Issuers which is not a Subsidiary Guarantor may elect, at its sole discretion,
by written notice to the Trustee, to become a Subsidiary Guarantor (which
election may be conditional or for a limited period of time).




Section
      11.6
            Limitation
      of Subsidiary Guarantor’s Liability; Certain Bankruptcy
    Events




(a)           Each
Subsidiary Guarantor, and by its acceptance of Notes each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guaranty Obligation of such Subsidiary Guarantor pursuant to its Subsidiary
Guaranty not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law.  To effectuate the
foregoing intention, the Holders and such Subsidiary Guarantor hereby
irrevocably agree that the Subsidiary Guaranty Obligations of such Subsidiary
Guarantor under this Article XI shall be limited to the maximum amount as shall,
after giving effect to all other contingent and fixed liabilities of such
Subsidiary Guarantor and after giving effect to any collections from or payments
made by or on behalf of any other Subsidiary Guarantor in respect of the
Obligations of such other Subsidiary Guarantor under this Article XI, result in
the Obligations of such Subsidiary Guarantor under the Subsidiary Guaranty not
constituting a fraudulent transfer or conveyance under federal or state law and
not rendering a Subsidiary Guarantor insolvent.




(b)           Each
Subsidiary Guarantor hereby covenants and agrees, to the fullest extent that it
may do so under applicable law, that in the event of the insolvency, bankruptcy,
dissolution, liquidation or reorganization of either of the Issuers, such
Subsidiary Guarantor shall not file (or join in any filing of), or otherwise
seek to participate in the filing of, any motion or request seeking to stay or
to prohibit (even temporarily) execution on the Subsidiary Guaranty and hereby
waives and agrees not to take the benefit of any such stay of execution, whether
under Section 362 or 105 of the Bankruptcy Law or otherwise.




Section
      11.7
            Application
      of Certain Terms and Provisions to
the


Subsidiary
      Guarantors




110


(a)           For
purposes of any provision of this Indenture which provides for the delivery by
any Subsidiary Guarantor of an Officers’ Certificate and/or an Opinion of
Counsel, the definitions of such terms in Section 1.1 hereof shall apply to such
Subsidiary Guarantor as if references therein to the Issuers were references to
such Subsidiary Guarantor.




(b)           Any
request, direction, order or demand which by any provision of this Indenture is
to be made by any Subsidiary Guarantor, shall be sufficient if evidenced as
described in Section 12.2 hereof as if references therein to the Issuers were
references to such Subsidiary Guarantor.




(c)           Any
notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders to or on any
Subsidiary Guarantor may be given or served as described in Section 12.2 hereof
as if references therein to the Issuers were references to such Subsidiary
Guarantor.




(d)           Upon
any demand, request or application by any Subsidiary Guarantor to the Trustee to
take any action under this Indenture, such Subsidiary Guarantor shall furnish to
the Trustee such certificates and opinions as are required in Section 12.4
hereof as if all references therein to the Issuers were references to such
Subsidiary Guarantor.




ARTICLE
XII


MISCELLANEOUS




Section
12.1                           Trust
Indenture Act Controls




If any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by the TIA Sec. 318(c), the imposed duties shall control.




Section
      12.2
            Notices




Any
notice or communication by the Issuers or the Trustee to the other is duly given
if in writing and delivered in Person or mailed by first class mail (registered
or certified, return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, to the others’ address:




If to the
Issuers


or the
Subsidiary Guarantors:




Peninsula
Gaming, LLC


600 Star
Brewery Drive, Suite 110


Dubuque,
Iowa  52001


Attention:  Natalie
Schramm


Telecopier
No.: (563)
690-1394




If to the
Trustee:




111


U.S. Bank
National Association


60
Livingston Avenue


St. Paul,
MN 55107-2292


Attention:  Corporate
Trust Department


Telecopier
No.:  (651) 495-8097




The
Issuers or the Trustee, by notice to the others may designate additional or
different addresses for subsequent notices or communications.




All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: (i) at the time delivered by hand, if personally
delivered; (ii) five Business Days after being deposited in the mail, postage
prepaid; (iii) when receipt acknowledged, if telecopied; and (iv) the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.




Any
notice or communication to a Holder shall be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication shall also be so mailed to any
Person described in TIA Sec. 313(c), to the extent required by the
TIA.  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other
Holders.




If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.




If the
Issuers mail a notice or communication to Holders, they shall mail a copy to the
Trustee and each Agent at the same time.




Section
      12.3
            Communication
      by Holders of Notes with Other Holders
of




Notes




Holders
may communicate pursuant to TIA Sec. 312(b) with other Holders with respect to
their rights under this Indenture or the Notes.  The Issuers, the
Trustee, the Registrar and anyone else shall have the protection of TIA Sec.
312(c).




Section
      12.4
            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 at the request of the Trustee furnish to the
Trustee:




(a)           an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.5 hereof)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and/or




112


(b)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.5 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.




Section
      12.5
            Statements
      Required in Certificate or Opinion




Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Sec. 314(a)(4)) 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;




(c)           a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and




(d)           a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied;




provided,however, that with respect
to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate
or certificate of public officials.




Section
      12.6
            Rules
      by Trustee and Agents




The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.




Section
      12.7
            Legal
      Holidays




If any
payment date is a Legal Holiday, payment may be made at the place of payment on
the next succeeding day that is not a Legal Holiday, and no Interest shall
accrue for the intervening period.




Section
      12.8
            No
      Personal Liability of Directors, Officers, Employees
  and




Stockholders




No
director, officer, employee, incorporator, stockholder, member or controlling
person of any of the Issuers or any Subsidiary Guarantor, as such, will have any
liability for any Obligations of any of the Issuers or any Subsidiary Guarantor
under the Notes, any Subsidiary Guaranty, the Indenture, the Security Documents
or the Registration Rights Agreement or for any claim based on, in respect of,
or by reason of, such Obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release will be part
of the consideration for issuance of the Notes and the Subsidiary
Guarantees.




113


Section
      12.9
            Governing
      Law and Submission to Jurisdiction




THIS
INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL
PRACTICE LAWS AND RULES 327(b); PROVIDED, THAT WITH RESPECT TO THE CREATION,
ATTACHMENT, PERFECTION, PRIORITY, ENFORCEMENT OF AND REMEDIES RELATING TO THE
SECURITY INTEREST IN ANY REAL PROPERTY COLLATERAL, THE GOVERNING LAW MAY BE THE
LAWS OF THE JURISDICTIONS WHERE SUCH COLLATERAL IS LOCATED WITHOUT REGARD TO THE
CONFLICT OF LAW PROVISIONS THEREOF.




ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO
OR ANY OF THE SECURITY DOCUMENTS, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN
ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND
CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS INDENTURE, EACH
PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY SUBMITS TO
AND ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND
VENUE OF SUCH COURTS;  WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS;  AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING
IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE APPLICABLE ISSUER OR GUARANTOR AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 12.2 OF THE INDENTURE;  AGREES THAT SERVICE AS
PROVIDED ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE
PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND  AGREES EACH OTHER
PARTY RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO BRING PROCEEDINGS AGAINST ANY PARTY IN THE COURTS OF ANY OTHER JURISDICTION
HAVING JURISDICTION OVER SUCH PARTY.




Section
      12.10
            No
      Adverse Interpretation of Other
Agreements




This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Issuers or the Restricted Subsidiaries or of any other
Person.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.




114


Section
      12.11
            Successors




All
agreements of the Issuers and the Subsidiary Guarantors in this Indenture and
the Notes shall bind their successors.  All agreements of the Trustee
in this Indenture shall bind its successors.




Section
      12.12
            Severability




In case
any one or more of the provisions of this Indenture or in the Notes or in the
Subsidiary Guarantees 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
      12.13
            Counterpart
      Originals




The
parties may sign any number of copies of this Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.




Section
      12.14
            Table
      of Contents, Headings, Etc.




The Table
of Contents and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part
of this Indenture and shall in no way modify or restrict any of the terms or
provisions hereof.




[Signatures on following
page]







NY\1553136.6
 115





SIGNATURES




IN
WITNESS WHEREOF, the parties hereto have executed this Indenture as of the date
first written above.









THE
ISSUERS:
                
                Peninsula Gaming,
      LLCBy:
              /s/ Natalie
      SchrammName: 
      Natalie A. SchrammTitle: 
      Chief Financial Officer


By:
              /s/ M.
      Brent StevensName: 
      M. Brent StevensTitle: 
      Chief Executive Office
 Peninsula Gaming
      Corp.By:
              /s/ Natalie
      SchrammName: 
      Natalie A. SchrammTitle:
      Chief Financial Officer
 By:
              /s/ M.
      Brent StevensName:
      M. Brent StevensTitle: 
      Chief Executive Officer
  THE
      GUARANTORS:
                
                The Old Evangeline
      Downs, L.l.C.By:
              /s/ Natalie
      SchrammName:
      Natalie A. SchrammTitle: 
      Chief Financial Officer




Diamond Jo,
LLCBy:
              /s/ Natalie
      SchrammName: 
      Natalie A. SchrammTitle: 
      Chief Financial Officer







Diamond Jo Worth,
      LLCBy:
              /s/ Natalie
      SchrammName: 
      Natalie A. SchrammTitle: 
      Chief Financial Officer


AB Casino Acquisition
      LLCBy:
              /s/ Natalie
      SchrammName: 
      Natalie A. SchrammTitle: 
      Chief Financial Officer


THE
TRUSTEE:
              
              U.S. Bank National
      AssociationBy:
            /s/ Raymond
      S. HaverstockName: 
      Raymond S. HaverstockTitle: 
      Vice President




EXHIBIT
A
  [FORM
OF NOTE]
  PENINSULA
GAMING, LLC
  PENINSULA
GAMING CORP.
  8.375%
[SERIES A] [SERIES B]1 SENIOR SECURED NOTE
  DUE
2015
  CUSIP:  __________
 No.
 $_________________
  Peninsula
Gaming, LLC, a Delaware limited liability company (the “Company”) and Peninsula
Gaming Corp., a Delaware corporation (“PGC” and, together with the
Company, the “Issuers,”
which term includes any successors under, and any additional “Issuers” that may
become a party to the Indenture hereinafter referred to), for value received,
hereby promise to pay to Cede & Co, or registered assigns, the principal sum
of __________ Dollars, on August 15, 2015.
  Interest
Payment Dates:  August 15 and February 15, commencing February 15,
2010.
  Interest
Record Dates:  August 1 and February 1
  Reference
is made to the further provisions of this Note on the reverse side, which shall,
for all purposes, have the same effect as if set forth at this
place.
  Upon
request, the Issuers shall promptly make available to a holder of this Note
information regarding the issue price, the amount of original issue discount,
the issue date, and the yield to maturity of this Note.  Holders
should contact Peninsula Gaming, LLC, 600 Star Brewery Drive, Suite 110,
Dubuque, Iowa  52001, Attention:  Chief Financial
Officer.
  
 1
                Series
      A should be replaced with Series B in the Exchange
  Notes.
  A-1
 NY\1553136.6
  IN
WITNESS WHEREOF, the Issuers have caused this instrument to be duly
executed.
  Peninsula
Gaming, LLC,
  a
Delaware limited liability company
  By:
              ___________________________
  Name:
  Title:
  Peninsula
Gaming Corp.,
  a
Delaware corporation
  By:
              ___________________________
  Name:
  Title:
  TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
  This is
one of the Notes described in the within-mentioned Indenture.
  U.S. Bank
National Association
  By:
              ____________________________
  Authorized
      Signatory
  Dated:
_______________
   NY\1553136.6
  (Reverse
of Note)
  8.375%
[Series A] [Series B]2 Senior Secured Note due
2015
  [THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL
NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11
OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.]3
  [UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]4
  [THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN
THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL
BE
  
 2
                Series
      A should be replaced with Series B in the Exchange
  Notes.
 3
                To
      be included only on Global Notes deposited with DTC as
      Depositary.
 4
                To
      be included only on Global Notes deposited with DTC as
      Depositary.
  A-3
 NY\1553136.6
  ENTITLED
TO RECEIVE CASH PAYMENTS OF INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS
THIS NOTE.  NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST
FROM ACCRUING ON THIS NOTE.]5
  [THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
  THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS
OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY
(A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (D)
PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)
(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
“ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE
TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
  
 5
                To
      be included only on Reg S Temporary Global
  Notes.
  A-4
 NY\1553136.6
  FORM
APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY
U.S. STATE OR ANY OTHER APPLICABLE JURISDICTION.]6
  Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.
  1.           Interest.  The
Issuers promise to pay Interest on the principal amount of this Note at 8.375%
per annum from the Issue Date until maturity and shall pay the Liquidated
Damages, if any, payable pursuant to Section 4 of the Registration Rights
Agreement referred to below.  The Issuers shall pay Interest and
Liquidated Damages, if any, semi-annually on August 15 and February 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”).  The first Interest Payment Date shall be February 15,
2010.  Interest on the Notes shall accrue from the most recent date to
which Interest has been paid or, if no Interest has been paid, from the Issue
Date; provided that if
there is no existing Default in the payment of Interest, and if this Note is
authenticated between an Interest Record Date (defined below) referred to on the
face hereof and the next succeeding Interest Payment Date, Interest shall accrue
from such next succeeding Interest Payment Date. The Issuers shall pay Interest
(including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand at
the rate then in effect; they shall pay Interest (including Accrued Bankruptcy
Interest in any proceeding under any Bankruptcy Law) on overdue installments of
Interest and Liquidated Damages, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent
lawful.  Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
  2.           Method of
Payment.  The Issuers shall pay Interest on the Notes and
Liquidated Damages, if any, to the Persons who are registered Holders of Notes
at the close of business on the August 1 or February 1 next preceding the
Interest Payment Date (each an “Interest Record Date”), even
if such Notes are cancelled after such Interest Record Date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
(as defined below) with respect to defaulted interest.  The Notes
shall be payable as to principal, Interest, premium, if any, and Liquidated
Damages, if any, at the office or agency of the Issuers maintained within the
City and State of New York for such purpose, or, at the option of the Issuers,
payment of Interest and Liquidated Damages, if any, may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds to an
account within the United States shall be required with respect to principal of
and Interest, premium, if any, and Liquidated Damages, if any, on all Global
Notes.  Such payment shall be 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.
  
 6
                To
      be included only on Transfer Restricted
Notes.
  A-5
 NY\1553136.6
  3.           Paying Agent and
Registrar.  Initially, U.S. Bank National Association, the
Trustee under the Indenture, shall act as Paying Agent and
Registrar.  The Issuers may change any Paying Agent or Registrar
without notice to any Holder.  The Issuers or any of their
subsidiaries may act in any such capacity.
  4.           Indenture.  The
Issuers issued the Notes under an Indenture, dated as of the Issue Date (“Indenture”), by and among the
Issuers, the Subsidiary Guarantors party thereto and the Trustee.  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 Sec.Sec. 77aaa-77bbbb).  The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms.
  The
Obligations under the Indenture, the Intercreditor Agreement, the Notes and the
Subsidiary Guarantees thereof are secured by the Collateral described in the
Security Documents, subject to the provisions of such agreements and the
Intercreditor Agreement.  Holders are referred to the Security
Documents and the Intercreditor Agreement for a statement of such
terms.
  5.           Optional
Redemption.
  (a)           Except
as set forth in Section 5(b), the Notes are not redeemable at the Issuers’
option prior to August 15, 2012.  Thereafter, the Notes shall be
subject to redemption, in whole or in part, at the option of the Issuers at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid Interest (and Liquidated Damages, if any)
thereon, to the applicable redemption date, if redeemed during the 12-month
period beginning on August 15 of the years indicated below:
  Year
              Percentage2012
              104.188%2013
              102.094%2014
      and thereafter
              100.000%
 
 (b)           Notwithstanding
Section 5(a), at any time or from time to time prior to August 15, 2011, the
Issuers may redeem, at their option, up to 35% of the aggregate principal amount
of the Notes then outstanding, at a redemption price of 108.375% of the
principal amount thereof, plus accrued and unpaid Interest (and Liquidated
Damages, if any) thereon, through the applicable redemption date, with the net
cash proceeds of one or more Equity Offerings; provided, that (i) such
redemption shall occur within 60 days of the date of closing of such Equity
Offering and (ii) at least 65% of the aggregate principal amount of Notes issued
under the Indenture remains outstanding immediately after giving effect to each
such redemption.
  (c)           At
any time prior to August 15, 2012, the Issuers may also redeem all or a part of
the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest, if any, to the date of
redemption, subject to the rights of holders of Notes on the relevant record
date to receive interest due on the relevant interest payment date.
   A-6
 NY\1553136.6
 
  Notice of
redemption shall be mailed by first class mail at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address.  Notes in denominations larger
than $2,000 may be redeemed in part but only in integral multiples of $1,000 in
excess thereof, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date, Interest ceases to accrue
on Notes or portions thereof called for redemption unless the Issuers default in
such payments due on the redemption date.
  6.           Regulatory
Redemption.  Notwithstanding any other provisions hereof, Notes
to be redeemed pursuant to a Required Regulatory Redemption shall be redeemable
by the Issuers, in whole or in part, at any time upon not less than 20 Business
Days nor more than 60 days notice (or such earlier date as may be ordered by any
applicable Governmental Authority) at a price equal to the lesser of (a) the
Holder’s cost thereof and (b) 100% of the principal amount thereof, plus in
either case accrued and unpaid Interest, plus Liquidated Damages, if any,
thereon, if any, to the date of redemption (or such earlier period as ordered by
a Governmental Authority).  The Issuers are not required to pay or
reimburse any Holder or beneficial owner of the Notes for the expenses of any
such Holder or beneficial owner related to the application for any Gaming
License, qualification or finding of suitability in connection with a Required
Regulatory Redemption.  Such expenses of any such Holder or beneficial
owner shall, therefore, be the obligation of such Holder or beneficial
owner.  Any Required Regulatory Redemption shall be made in accordance
with the provisions of Section 3.3, 3.4 and 3.5 of the Indenture unless other
procedures are required by any Governmental Authority.
  7.           Mandatory
Redemption.
  (a)           Notwithstanding
any other provisions hereof, if the Proposed Gaming Acquisition is not
consummated or the Amelia Belle Purchase Agreement is terminated in accordance
with its terms, in either case, on or prior to December 31, 2009 (the occurrence
of either such event is referred to herein as the “Mandatory Redemption
Trigger”), Notes in an aggregate principal amount (the “Mandatory Redemption
Amount”) equal to $100,000,000 multiplied by a fraction, the numerator of which
is the aggregate principal amount of Notes that are outstanding on the date a
Mandatory Redemption Trigger first occurs and the denominator of which is the
aggregate principal amount of the Notes and the Unsecured Notes that are
outstanding on such date, will be subject to a single redemption by the Issuers,
and the Issuers shall redeem (the “Mandatory Redemption”) Notes in an aggregate
principal amount equal to the Mandatory Redemption Amount, upon not less than
five Business Days nor more than 60 days notice, at a redemption price equal to
100% of the principal amount thereof, plus accrued and unpaid interest thereon,
if any, to the date of redemption.
  (b)           The
Issuers shall not be required to make mandatory redemption payments with respect
to the Notes (except for a Required Regulatory Redemption or a
   A-7
 NY\1553136.6
  Mandatory
Redemption and any offer to repurchase Notes that the Issuers are required to
make in accordance with Sections 4.13 and 4.15 of the Indenture).  The
Notes shall not have the benefit of any sinking fund.
  8.           Offers to
Purchase.
  (a)           Change of
Control.  Upon the occurrence of a Change of Control, the
Issuers shall offer to repurchase all of the Notes then outstanding (the “Change of Control Offer”) at
a purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of repurchase (the “Change of Control Payment”).
Within 30 days following any Change of Control, the Issuers must mail or cause
to be mailed a notice to each Holder stating, among other things: (i) the
purchase price and the purchase date, which shall be no earlier than 30 days nor
later than 45 days from the date such notice is mailed (the “Change of Control Payment
Date”); (ii) that any Holder electing to have Notes purchased pursuant to
a Change of Control Offer shall be required to surrender the Notes, with the
form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day preceding the Change of Control
Payment Date; and (iii) that the Holder shall be entitled to withdraw such
election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have such Notes
purchased.
  (b)           Asset
Sale.  Subject to certain exceptions set forth in the
Indenture, the Issuers shall not, and shall not permit any Restricted Subsidiary
to, make any Asset Sale unless:(i) such Issuer or such
Restricted Subsidiary receives consideration at the time of such Asset Sale not
less than the fair market value of the assets subject to such Asset Sale (as
determined by the Company’s Managers in good faith); (ii) at least 75% of the
consideration for such Asset Sale is in the form of either (a) cash or Cash
Equivalents or liabilities of the Company or any Restricted Subsidiary (other
than liabilities that are by their terms subordinated to the Notes or any
Subsidiary Guaranty) that are assumed by the transferee of such assets
(provided, that following such Asset Sale, there is no further recourse to the
Company or the Restricted Subsidiaries or the Company and the Restricted
Subsidiaries are fully indemnified with respect to such liabilities; provided,
further, that the 75% limitation set forth in this clause (ii) of this paragraph
shall not apply to any proposed Asset Sale for which an independent certified
accounting firm has certified to the Managers of the Company and the Trustee
that the after-tax cash portion of the consideration to be received by the
Company or such Restricted Subsidiary in such proposed Asset Sale is equal to or
greater than what the net after-tax cash proceeds would have been had such
proposed Asset Sale complied with the 75% limitation set forth in this clause
(ii) of this paragraph), or (b) assets of the type described in clause (iii)(a)
below; and (iii) within 360 days of such Asset Sale, the Net Proceeds thereof
are (a) invested in assets related to the business of the Company or the
Restricted Subsidiaries, in each case that would constitute Collateral, (b)
applied to repay Indebtedness under Purchase Money Obligations incurred in
connection with the assets so sold, (c) applied to
   A-8
 NY\1553136.6
  repay
Indebtedness under the Existing Senior Secured Credit Facility and permanently
reduce the commitment thereunder in the amount of the Indebtedness so repaid or
(d) to the extent not used as provided in clauses (a), (b), or (c) or this
paragraph or any combination thereof, applied to make an offer to purchase Notes
as described below (an “Excess
Proceeds Offer”); provided, that the Company shall not be required to
make an Excess Proceeds Offer until the amount of Excess Proceeds is greater
than $10,000,000.
  9.           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
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part.  Also, it need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between an Interest Record Date and the corresponding
Interest Payment Date.
  10.           Persons Deemed
Owners.  The registered Holder of a Note may be treated as its
owner for all purposes.
  11.           Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture, the
Notes, the Subsidiary Guarantees, the Registration Rights Agreement or, subject
to the Intercreditor Agreement, the Security Documents, may be amended or
supplemented with the consent of the Holders of a majority in principal amount
of the then outstanding Notes, and any existing Default or compliance with any
provision of the Indenture, the Notes, the Subsidiary Guarantees or the
Registration Rights Agreement may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes.  Without
the consent of any Holder of a Note, the Indenture, the Notes, the Registration
Rights Agreement, the Subsidiary Guarantees, subject to the Intercreditor
Agreement, the Security Documents may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Issuers’ or the Subsidiary Guarantors’ obligations to Holders of the Notes
in case of a merger or consolidation or sale of all or substantially all of its
assets in accordance with the Indenture, to evidence the release of any
Subsidiary Guaranty permitted to be released under the terms of the Indenture
and the Security Documents or to evidence the addition of any new Subsidiary
Guarantor, to make any change that would provide any additional rights or
benefits to the Holders of the Notes (including the addition of any Subsidiary
Guarantor) or that does not adversely affect the rights under the Indenture, the
Notes, the Subsidiary Guarantees, the Registration Rights Agreement, the
Security Documents or the Intercreditor Agreement of any such Holder, to comply
with the provisions of the Depositary, Euroclear or Clearstream or the Trustee
with respect to the provisions of the Indenture or the Notes relating to
transfers and exchanges of Notes or beneficial interests therein, to comply with
the requirements of the SEC in order to effect or maintain the
   A-9
 NY\1553136.6
  qualification
of the Indenture under the TIA, to comply with applicable gaming laws and racing
laws, or to enter into additional or supplemental Security
Documents.  Notwithstanding Sections 9.2(a), (b) and (c) of the
Indenture and subject to the Intercreditor Agreement, no portion of the
Collateral may be released from the Lien of the Security Documents (except in
accordance with the provisions of this Indenture and the Security Documents),
and none of the Security Documents or the provisions of the Indenture relating
to the Collateral may be amended or supplemented, and the rights of any Holders
thereunder may not be waived or modified, without, in each case, the consent of
the Holders of at least 75% in aggregate principal amount of the then
outstanding Notes.
  12.           Defaults and
Remedies.  The Indenture provides that each of the following
constitutes an Event of Default: (i) the Issuers default in the payment of
Interest on any Note when the same becomes due and payable and the Default
continues for a period of 30 days; (ii) the Issuers default in the payment of
the principal (or premium, if any) on any Note when the same becomes due and
payable at maturity, upon redemption, by acceleration, in connection with an
Excess Proceeds Offer or a Change of Control Offer or otherwise; (iii) either of
the Issuers default in the performance of or breaches the provisions of Section
4.13, Section 4.15 or Article V of the Indenture; (iv) either of the Issuers or
any Subsidiary Guarantor fails to comply with any of its other agreements or
covenants in, or provisions of, the Notes or this Indenture and the Default
continues for 60 days after written notice thereof has been given to the Issuers
by the Trustee or to the Issuers and the Trustee by the Holders of at least 25%
in aggregate principal amount of the then outstanding Notes, such notice to
state that it is a “Notice of Default”; (v) an event of default occurs under
(after giving effect to any waivers, amendments, applicable grace periods or any
extension of any maturity date) any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Issuers or any Restricted Subsidiary (or
the payment of which is guaranteed by the Issuers or any Restricted Subsidiary),
whether such Indebtedness or guaranty now exists or is created after the Issue
Date, if (a) either (1) such event of default results from the failure to pay
principal of or interest on such Indebtedness or (2) as a result of such event
of default the maturity of such Indebtedness has been accelerated (which
acceleration has not been rescinded, annulled or otherwise cured within 20 days
from the date of acceleration), and (b) the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
with respect to which such a payment event of default (after the expiration of
any applicable grace period or any extension of the maturity date) has occurred,
or the maturity of which has been so accelerated (and the 20-day period
described in Section 12(v)(a)(2) above has elapsed), exceeds $15,000,000 in the
aggregate; (vi) a final non-appealable judgment or judgments for the payment of
money (other than to the extent of any judgment as to which a reputable
insurance company has accepted liability) is or are entered by a court or courts
of competent jurisdiction against either of the Issuers or any Subsidiary and
such judgment or judgments are not discharged, bonded or stayed within 60 days
after entry, provided that the aggregate of all such judgments exceeds
$15,000,000; (vii) the cessation of substantially all gaming operations of the
Company and the Restricted Subsidiaries, taken as a whole, for more than 90
days, except as a result of an Event of Loss; (viii) any revocation,
suspension,
   A-10
 NY\1553136.6
  expiration
(without previous or concurrent renewal) or loss of any Gaming License of the
Company or any Restricted Subsidiary for more than 90 days; (ix) any Subsidiary
Guaranty of a Subsidiary Guarantor which is a Significant Subsidiary ceases to
be in full force and effect or shall be held in any judicial proceeding to be
unenforceable or invalid or is declared null and void (other than in accordance
with the terms of the Subsidiary Guaranty and the Indenture) or any Subsidiary
Guarantor which is a Significant Subsidiary denies or disaffirms its Obligations
under its Subsidiary Guaranty or the Security Documents (in each case, other
than by reason of the termination of the Indenture or the release of any such
Subsidiary Guaranty in accordance with the Indenture); (x) (A) any event of
default under a Security Document (after giving effect to any applicable grace
periods, applicable notice periods, waivers or amendments) or (B) the failure of
the Issuers or any Restricted Subsidiary to comply with any material agreement
or covenant in, or material provision of, any of the Security Documents, or any
breach in any material respect of any material representation or warranty made
by the Issuers or any Restricted Subsidiary in any Security Document, and the
continuance of such failure or breach for a period of 30 days after written
notice is given to the Issuers by the Trustee or to the Issuers and the Trustee
by the Holders of at least 25% in aggregate principal amount of the Notes
outstanding; (xi) any of the Security Documents ceases to be in full force and
effect or any of the Security Documents ceases to give the Trustee (or, in the
case of a mortgage, ceases to give the Trustee or any other trustee under such
mortgage) any of the Liens, rights, powers or privileges purported to be created
thereby, or any of the Security Documents is declared null and void, or any of
the Issuers or any Subsidiary Guarantor denies that it has any further liability
under any Security Document to which it is a party or gives notice of such
effect (in each case other than by reason of the termination of the Indenture or
any such Security Document in accordance with its terms or the release of any
Subsidiary Guarantor in accordance with the Indenture) and the continuance of
such failure for a period of 30 days after written notice is given to the
Issuers by the Trustee or to the Issuers and the Trustee by the Holders of at
least 25% in aggregate principal amount of the Notes outstanding; (xii) either
of the Issuers or any Subsidiary Guarantor pursuant to or within the meaning of
any Bankruptcy Law: (1) commences a voluntary case, (2) consents to the entry of
an order for relief against it in an involuntary case, (3) consents to the
appointment of a custodian of it or for all or substantially all of its
property, (4) makes a general assignment for the benefit of its creditors, or
(5) admits in writing its inability to pay debts as the same become due; and
(xi) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (1) is for relief against either of the Issuers or any
Subsidiary Guarantor in an involuntary case, (2) appoints a custodian of either
of the Issuers or any Subsidiary Guarantor or for all or substantially all of
their property, or (3) orders the liquidation of either of the Issuers, or any
Subsidiary Guarantor, and the order or decree remains unstayed and in effect for
60 days.
  13.           Trustee Dealings with
Issuers.  The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Issuers or
their Affiliates, and may otherwise deal with the Issuers or their Affiliates,
as if it were not the Trustee.
   A-11
 NY\1553136.6
  14.           No Recourse Against
Others.  No director, officer, employee, incorporator,
stockholder, member or controlling person of any of the Issuers or any
Subsidiary Guarantor, as such, will have any liability for any Obligations of
any of the Issuers or any Subsidiary Guarantor under the Notes, the Indenture,
the Security Documents or the Registration Rights Agreement or for any claim
based on, in respect of, or by reason of, such Obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release will be part of the consideration for issuance of the Notes
and the Subsidiary Guarantees.
  15.           Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.
  16.           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
entireties), 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).
  17.           Additional Rights of Holders of
Transfer Restricted Notes.7  In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Transfer Restricted Notes shall have all
the rights set forth in the Registration Rights Agreement dated as of the date
of the Indenture, by and among the Issuers, the Subsidiary Guarantors and the
Initial Purchasers (the “Registration Rights
Agreement”).
  18.           CUSIP
Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP 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, and any such redemption
shall not be affected by any defect in or omission of such numbers.
  19.           Notation of Subsidiary
Guaranty.  As more fully set forth in the Indenture, to the
extent permitted by law, each of the Subsidiary Guarantors from time to time, in
accordance with Article XI of the Indenture, unconditionally and jointly and
severally guarantees, to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns,
that:
  By its
execution of its Subsidiary Guaranty, each of the Subsidiary Guarantors
acknowledges and agrees that it receives substantial benefits from the Issuers
and that such party is providing its Subsidiary Guaranty for good and valuable
consideration, including, without limitation, such substantial benefits and
services.  Accordingly, subject to the provisions of Article XI of the
Indenture, each Subsidiary Guarantor, jointly and severally, unconditionally and
irrevocably guarantees on a senior secured basis to each
  
 7
                To
      be included only on Transfer Restricted
Notes.
  A-12
 NY\1553136.6
  Holder of
a Note authenticated and delivered by the Trustee and its successors and assigns
that: (i) the principal of, premium, if any, Interest, and Liquidated Damages,
if any, on the Notes shall be duly and punctually paid in full when due, whether
at maturity, by acceleration, call for redemption, upon a Change of Control
Offer, an Asset Sale Offer, or otherwise, and Interest on overdue principal,
premium, if any, Liquidated Damages, if any, and (to the extent permitted by
law) interest on any Interest, if any, on the Notes and all other obligations of
the Issuers to the Holders or the Trustee under the Notes, the Indenture, the
Security Documents or the Registration Rights Agreement (including fees,
expenses or other) shall be promptly paid in full or performed, all in
accordance with the terms of the Indenture; and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations under
the Notes, the Indenture, the Security Documents or the Registration Rights
Agreement, the 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, call for redemption, upon a Change of Control, an
Asset Sale Offer, or otherwise, subject, however, in the case of clauses (i) and
(ii) above, to the limitations set forth in Section 11.6 of the
Indenture.
  When a
successor assumes all the obligations of its predecessor under the Notes and the
Indenture, the predecessor may be released from those obligations.
  20.  Governing Law and Consent to
Jurisdiction.  THE INDENTURE AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b);
PROVIDED, THAT WITH RESPECT TO THE CREATION, ATTACHMENT, PERFECTION, PRIORITY,
ENFORCEMENT OF AND REMEDIES RELATING TO THE SECURITY INTEREST IN ANY REAL
PROPERTY COLLATERAL, THE GOVERNING LAW MAY BE THE LAWS OF THE JURISDICTIONS
WHERE SUCH COLLATERAL IS LOCATED WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS THEREOF.
  ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO
OR ANY OF THE SECURITY DOCUMENTS, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN
ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND
CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THE NOTES, EACH PARTY,
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY SUBMITS TO AND
ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF
SUCH COURTS;  WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS;  AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING
IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE APPLICABLE ISSUER OR GUARANTOR AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION
   A-13
 NY\1553136.6
  12.2 OF
THE INDENTURE;  AGREES THAT SERVICE AS PROVIDED ABOVE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN
ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT; AND  AGREES EACH OTHER PARTY RETAINS THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY
PARTY IN THE COURTS OF ANY OTHER JURISDICTION HAVING JURISDICTION OVER SUCH
PARTY.
  21.           Security.  This
Note is Guaranteed and secured by substantially all of the assets of the Issuers
and the Subsidiary Guarantors (other than Excluded Assets), subject to certain
exceptions and limitations more fully set forth in the Indenture and Security
Documents.
  The
Issuers shall furnish to any Holder upon written request and without charge a
copy of the Indenture and/or the Registration Rights
Agreement.  Requests may be made to:
  PENINSULA
GAMING, LLC
 600 Star
Brewery Drive, Suite 110
 Dubuque,
Iowa  52001
 Attention:  Chief
Financial Officer
 Telecopier
No.: (563)
690-1394
   A-14
 NY\1553136.6
  Assignment
Form
  To assign
this Note, fill in the form below: (I) or (We) assign and transfer this Note
to
  
 (Insert
assignee’s soc. sec. or tax I.D. no.)
  
 
 
 
 
 (Print or
type assignee’s name, address and zip code)
  and
irrevocably appoint
________________________________________________________________________________________
  to
transfer this Note on the books of the Issuers.  The agent may
substitute another to act for it.
  Date:  _____________________________
  Your
Signature:_____________________________
 (Sign
exactly as your name appears on the face of this Note)
 Signature
Subsidiary Guaranty*
  ________________________________________________________________________
 
  *NOTICE:  The
Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Subsidiary Guaranty Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.
   A-15
 NY\1553136.6
  Option
of Holder to Elect Purchase
  If you
want to elect to have this Note purchased by the Issuers pursuant to Section
4.13 or Section 4.15 of the Indenture, check the box below:
  Section
4.13    o                                       Section
4.15   o
  If you
want to elect to have only part of the Note purchased by the Issuers pursuant to
Section 4.13 or 4.15 of the Indenture, state the amount you elect to have
purchased (in denominations of $2,000 or integral multiples of $1,000 in excess
thereof, except if you have elected to have all of your Notes
purchased):  $___________
  Date:  Your
Signature:
 (Sign
exactly as your name appears on the Note)
 
 Social
Security or Tax Identification No.:______________
 Signature
Subsidiary Guaranty*
  ________________________________________________________________________
  *NOTICE:  The
Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Subsidiary Guaranty Programs: (i) The Securities
Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or
(iv)  such other guaranty program acceptable to the
Trustee.
   A-16
 NY\1553136.6
  SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE8
  The
following exchanges of an interest in this Global Note for an interest in
another Global Notes or for a Definitive Note, or exchanges of an interest in
another Global Note or a Definitive Note for an interest in this Global Note,
have been made:
  Date of Exchange
              
              Amount
      of
                Decrease
      in
                Principal
      Amount of this Global
      Note
              
              Amount
      of Increase in Principal Amount of this Global Note
              
              Principal
      Amount of this Global Note Following Such Decrease or Increase
              
              Signature
      of Authorized Officer
                of
                Trustee
      or Note Custodian
 
 
 8
                This
      should be included only if the Note is issued in global
    form.
  A-17
 NY\1553136.6
  
 GUARANTEE
  Each of
the entities listed on the signature page hereto (hereinafter referred to as the
“Subsidiary Guarantors,” which term includes any successors or assigns under the
Indenture, dated the date hereof, among the Subsidiary Guarantors (as defined
therein), the Issuers (as defined below) and U.S. Bank National Association, as
trustee (the “Indenture”) as supplemented
by any supplemental indenture thereto, has executed either the Indenture or a
supplemental indenture in substantially the form attached as Exhibit E to the
Indenture and has irrevocably and unconditionally guaranteed on a senior secured
basis the Subsidiary Guaranty Obligations (as defined in Section 11.1 of the
Indenture), which include (i) the due and punctual payment of the principal of,
premium, if any, and Interest and Liquidated Damages, if any, on the 8.375%
Senior Secured Notes due 2015 (the “Notes”) of Peninsula Gaming,
LLC, a Delaware limited liability company (the “Company”) and Peninsula
Gaming Corp., a Delaware corporation (“PGC” and, together with the
Company, the “Issuers,”
which term includes any successors under, and any additional “Issuers” that may
become a party to the Indenture hereinafter referred to), whether at maturity,
by acceleration, call for redemption, upon a Change of Control Offer, an Asset
Sale Offer, or otherwise, and the due and punctual payment of Interest on the
overdue principal and premium, if any, Liquidated Damages, if any, and (to the
extent permitted by law) interest on any Interest, if any, on the Notes, and the
due and punctual performance of all other obligations of the Issuers to the
Holders or the Trustee under the Notes, the Indenture, the Security Documents
and the Registration Rights Agreement (including fees, expenses or other) all in
accordance with the terms set forth in Article XI of the Indenture, and (ii) in
case of any extension of time of payment or renewal of any Notes or any such
other obligations under the Notes, the Indenture, the Security Documents or
Registration Rights Agreement, that the 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, call for redemption, upon a Change
of Control Offer, an Asset Sale Offer, or otherwise.
  The
obligations of each Subsidiary Guarantor to the Holders and to the Trustee
pursuant to this Subsidiary Guaranty and the Indenture are expressly set forth
in Article XI of the Indenture and reference is hereby made to such Indenture
for the precise terms of this Subsidiary Guaranty.
  No
director, officer, employee, incorporator, stockholder, member or controlling
person of any of the Issuers or any Subsidiary Guarantor, as such, will have any
liability for any Obligations of any of the Issuers or any Subsidiary Guarantor
under the Notes, any Subsidiary Guaranty, the Indenture, the Security Documents
or the Registration Rights Agreement or for any claim based on, in respect of,
or by reason of, such Obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release will be part
of the consideration for issuance of the Notes and the Subsidiary
Guarantees.
  This is a
continuing Subsidiary Guaranty and shall remain in full force and effect and
shall be binding upon each Subsidiary Guarantor and its successors and
assigns
   A-18
 NY\1553136.6
  until
full and final payment of all of the Issuers’ obligations under the Notes and
Indenture or until released or legally defeased in accordance with the Indenture
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders, and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.  This is a
Subsidiary Guaranty of payment and performance and not of
collectibility.
  This
Subsidiary Guaranty shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Subsidiary Guaranty is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.
  The
obligations of each Subsidiary Guarantor under this Subsidiary Guaranty shall be
limited to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law.
  THE TERMS
OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
  Capitalized
terms used herein have the same meanings given in the Indenture unless otherwise
indicated.
  [signature page
follows]
   A-19
 NY\1553136.6
  IN
WITNESS WHEREOF, each Subsidiary Guarantor has caused this instrument to be duly
executed.
  Dated:
_____________
  DIAMOND
      JO WORTH, LLC
  By:
      _________________________________
  Name:
  Title:
  THE
      OLD EVANGELINE DOWNS, L.L.C.
  By:
      _________________________________
  Name:
  Title:
  DIAMOND
      JO, LLC
  By:
      _________________________________
  Name:
  Title:
  
 AB
      CASINO ACQUISITION LLC
  By:
_________________________________
 Name:
 Title:
  A-20
 NY\1553136.6
   EXHIBIT
B
 
  FORM
OF CERTIFICATE OF TRANSFER
  Peninsula
Gaming, LLC
 Peninsula
Corp.
 600 Star
Brewery Drive, Suite 110
 Dubuque,
Iowa  52001
  U.S. Bank
National Association
 60
Livingston Avenue
 St. Paul,
MN 55107-2292
  Re:  8.375%
Senior Secured Notes due 2015
  Dear
Sirs:
  Reference
is hereby made to the Indenture, dated as of August 6, 2009 (the “Indenture”), among Peninsula
Gaming, LLC, a Delaware limited liability company (the “Company”) and Peninsula
Gaming Corp., a Delaware corporation (“PGC” and, together with the
Company, the “Issuers,”
which term includes any successors under, and any additional “Issuers” that may
become a party to the Indenture), the Subsidiary Guarantors party thereto and
U.S. Bank National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.  ______________, (the “Transferor”) owns and
proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount of $___________ in such Note[s] or interests
(the “Transfer”),
to  __________ (the “Transferee”), as further
specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:
  [CHECK
ALL THAT APPLY]
  1.                      Check if
Transferee shall take delivery of a beneficial interest in the 144A Global Note
or of a Definitive Note Pursuant to Rule 144A.  The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a “qualified institutional buyer” within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any State of the
United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note shall be subject to the restrictions on
   B-1
 NY\1553136.6
  transfer
enumerated in the Private Placement Legend printed on the 144A Global Note
and/or the Definitive Note and in the Indenture and the Securities
Act.
  2.                      Check if
Transferee shall take delivery of a beneficial interest in the Regulation S
Global Note or of a Definitive Note pursuant to Regulation
S.  The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Distribution Compliance Period, the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser) and the interest transferred shall be
held immediately thereafter through Euroclear or Clearstream.  Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.
  3.                      Check if
Transferee shall take delivery of a beneficial interest in a Global Note or of a
Definitive Note pursuant to any provision of the Securities Act other than Rule
144A or Regulation S.  The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any State of the United States, and accordingly the Transferor hereby further
certifies that (check one):
  (a)                         Such
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act; or
  (b)                         Such
Transfer is being effected to the Issuers or a subsidiary thereof;
or
  (c)                         Such
Transfer is being effected pursuant to an effective registration statement under
the Securities Act and in compliance with the prospectus delivery requirements
of the Securities Act; or
  (d)                         such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within
the
   B-2
 NY\1553136.6
  meaning
of Regulation D under the Securities Act and the Transfer complies with the
transfer restrictions applicable to beneficial interests in a Restricted Global
Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed by the
Transferee in a form of Exhibit D to the Indenture and (2) if such Transfer is
in respect of a principal amount of Notes at the time of transfer of less than
$250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a
copy of which the Transferor has attached to this certification and provided to
the Issuers, which has confirmed its acceptability), to the effect that such
Transfer is in compliance with the Securities Act.
  Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Definitive Notes and in the Indenture and the Securities
Act.
  4.                      Check if
Transferee shall take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note.
  (a)                         Check if Transfer
is Pursuant to Rule 144.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note shall no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture and the Securities
Act.
  (b)                         Check if Transfer
is Pursuant to Regulation S.  (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note shall no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture and the Securities
Act.
  (c)                         Check if Transfer
is Pursuant to Other Exemption.  (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii)
the
   B-3
 NY\1553136.6
  restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note shall not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.
  [signature page
follows]
   B-4
 NY\1553136.6
  This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuers.
  
  _______________________________Dated:
____________________________
 [Insert
Name of Transferor]
  
  By:
____________________________
 Name:
  Title:
   B-
 NY\1553136.6
  ANNEX A
TO CERTIFICATE OF TRANSFER
  1.      The
Transferor owns and proposes to transfer the following:
  [[CHECK
ONE OF (a) OR (b)]
  (a)                       o    a
beneficial interest in
  (i)                o    144A
Global Note, or
  (ii)               o    501
Global Note, or
  (iii)              o    Reg
S Global Note; or
  (b)                       o   a
Restricted Definitive Note.
  2.      After
the Transfer the Transferee shall hold:
  [CHECK
ONE]
  (a)                      o    a
beneficial interest in the:
  (i)               o    144A
Global Note, or
  (ii)             
o    501
Global Note, or
  (iii)             o    Reg
S Global Note,
  (iv)            
o    Unrestricted
Global Note; or
  (b)                     
o    a
Restricted Definitive Note; or
  (c)                     
o     an
Unrestricted Definitive Note,
  in
accordance with the terms of the Indenture.
   B-6
 NY\1553136.6
  EXHIBIT
C
  FORM
OF CERTIFICATE OF EXCHANGE
  Peninsula
Gaming, LLC
 Peninsula
Corp.
 600 Star
Brewery Drive, Suite 110
 Dubuque,
Iowa  52001
 
 U.S. Bank
National Association
 60
Livingston Avenue
 St. Paul,
MN 55107-2292
  Re:  8.375%
Senior Secured Notes due 2015
  Dear
Sirs:
  Reference
is hereby made to the Indenture, dated as of August 6, 2009 (the “Indenture”), between
Peninsula Gaming, LLC, a Delaware limited liability company (the “Company”) and Peninsula
Gaming Corp., a Delaware corporation (“PGC” and, together with the
Company, the “Issuers,”
which term includes any successors under, and any additional “Issuers” that may
become a party to the Indenture), the Subsidiary Guarantors party thereto and
U.S. Bank National Association, as trustee.  Capitalized terms used
but not defined herein shall have the meanings given to them in the
Indenture.
  ____________,
(the “Owner”) owns and
proposes to exchange the Note[s] or interest in such Note[s] specified herein,
in the principal amount of $____________ in such Note[s] or interests (the
“Exchange”).  In
connection with the Exchange, the Owner hereby certifies that:
  Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an
Unrestricted Global Note.
  (a)                      Check if Exchange
is from beneficial interest in a Restricted Global Note to beneficial interest
in an Unrestricted Global Note.  In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for a
beneficial interest in an Unrestricted Global Note in an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any State
of the United States.
   C-1
 NY\1553136.6
  (b)                      Check if Exchange
is from beneficial interest in a Restricted Global Note to Unrestricted
Definitive Note.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any State of the
United States.
  (c)                      Check if Exchange
is from Restricted Definitive Note to beneficial interest in an Unrestricted
Global Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any State of the United
States.
  (d)                      Check if Exchange
is from Restricted Definitive Note to Unrestricted Definitive
Note.  In connection with the Owner’s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any State of the United States.
  2.  Exchange of
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
for Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes.
  (a)                      Check if Exchange
is from beneficial interest in a Restricted Global Note to Restricted Definitive
Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a Restricted Definitive Note
with an equal principal amount, the Owner hereby certifies that (i) the
Restricted Definitive Note is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any State of the United
   C-2
 NY\1553136.6
  States.  Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued shall continue to be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Definitive Note and in the Indenture and the Securities
Act.
  (b)                      Check if Exchange
is from Restricted Definitive Note to beneficial interest in a Restricted Global
Note.  In connection with the Exchange of the Owner’s
Restricted Definitive Note for a beneficial interest in the:  [CHECK
ONE]
  144A
Global Note,     Reg S Global Note,
or     501 Global Note with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any State of the
United States.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued shall
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.
  [signature page
follows]
   C-3
 NY\1553136.6
  This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuers.
  
  __________________________
 [Insert
Name of Owner]
  
  By:_______________________
 Name:
  Title:
  
  Dated:________________
   C-
 NY\1553136.6
  EXHIBIT
D
  
  FORM
OF CERTIFICATE FROM ACQUIRING
 INSTITUTIONAL
ACCREDITED INVESTOR
  Peninsula
Gaming, LLC
 Peninsula
Corp.
 600 Star
Brewery Drive, Suite 110
 Dubuque,
Iowa  52001
 
 U.S. Bank
National Association
 60
Livingston Avenue
 St. Paul,
MN 55107-2292
  Re:  8.375%
Senior Secured Notes due 2015
  Dear
Sirs:
  Reference
is hereby made to the Indenture, dated as of August 6, 2009 (the “Indenture”), between
Peninsula Gaming, LLC, a Delaware limited liability company (the “Company”) and Peninsula
Gaming Corp., a Delaware corporation (“PGC” and, together with the
Company, the “Issuers,”
which term includes any successors under, and any additional “Issuers” that may
become a party to the Indenture), the Subsidiary Guarantors party thereto and
U.S. Bank National Association, as trustee.  Capitalized terms used
but not defined herein shall have the meanings given to them in the
Indenture.
  In
connection with our proposed purchase of $____________ aggregate principal
amount of: (a) a beneficial interest in a Global Note, or (b) a Definitive Note,
we confirm that:
  1.           We
understand that any subsequent transfer of the Notes or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture and
the undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes or any interest therein except in compliance with such
restrictions and conditions and the Securities Act of 1933, as amended (the
“Securities
Act”).
  2.           We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence.  We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined therein), (C) to an institutional “accredited investor” (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities
Act or (F) pursuant to an effective registration statement under the Securities
Act, and we further agree to provide to any Person purchasing a Definitive Note
or beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated
herein.
   D-1
 NY\1553136.6
 
  3.           We
understand that, on any proposed resale of the Notes or beneficial interest
therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.
  4.           We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or its
investment.
  5.           We
are acquiring the Notes or beneficial interest therein purchased by us for our
own account or for one or more accounts (each of which is an institutional
“accredited investor”) over which we exercise sole investment
discretion.
  THIS
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.
  [signature page
      follows]
   D-2
 NY\1553136.6
  You and
the Issuers  and the Subsidiary Guarantors 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.
  _______________________________                                                                Dated:
__________________, ____
 [Insert
Name of Accredited Investor]
  By:_______________________________
  Name:
  Title:
   D-3
 NY\1553136.6
  EXHIBIT
E
 FORM
OF SUPPLEMENTAL INDENTURE
 TO
BE DELIVERED BY SUBSEQUENT
 SUBSIDIARY
GUARANTORS
  Supplemental
Indenture (this “Supplemental
Indenture”), dated as of ____, among ___________________ (the “Guaranteeing Subsidiary”),
Peninsula Gaming, LLC, a Delaware limited liability company (the “Company”) and Peninsula
Gaming Corp., a Delaware corporation (“PGC” and, together with the
Company, the “Issuers,”
which term includes any successors under, and any additional “Issuers” that may
become a party to the Indenture hereinafter referred to), and U.S. Bank National
Association, as trustee under the Indenture referred to below (the “Trustee”).
  W I T N E S S E T H
  WHEREAS,
the Issuers and the Subsidiary Guarantors (as defined therein) have heretofore
executed and delivered to the Trustee an indenture (the “Indenture”), dated as
of  August 6, 2009, providing for the issuance of 8.375% Senior
Secured Notes due 2015 (the “Notes”);
  WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture and
a Subsidiary Guaranty in the form of Exhibit A to the Indenture endorsed on the
Notes pursuant to which it shall unconditionally guaranty all of the Issuers’
obligations under the Notes and the Indenture on the terms and conditions set
forth herein (the “Subsidiary
Guaranty”); and
  WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture.
  NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:
  1.           Capitalized
Terms.  Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
  2.           Joinder to
Indenture.  The Guaranteeing Susidiary hereby agrees to become
bound by the terms, conditions and other provisions of the Indenture with all
attendant rights, duties and obligations stated therein, with the same force and
effect as if originally named as a Subsidiary Guarantor therein and as if such
party executed the Indenture on the date thereof.
  3.           Agreement to Subsidiary
Guaranty.  The Guaranteeing Subsidiary irrevocably and
unconditionally guarantees the Subsidiary Guaranty Obligations, which include
(i) the due and punctual payment of the principal of, premium, if any, and
interest
   E-1
 NY\1553136.6
 
   The
obligations of the Guaranteeing Subsidiary to the Holders and to the Trustee
pursuant to this Subsidiary Guaranty and the Indenture are expressly set forth
in Article X of the Indenture and reference is hereby made to such Indenture for
the precise terms of this Subsidiary Guaranty.
  No
director, officer, employee, incorporator, stockholder, member or controlling
person of any of the Issuers or any Subsidiary Guarantor, as such, will have any
liability for any Obligations of any of the Issuers or any Subsidiary Guarantor
under the Notes, the Indenture, the Security Documents or the Registration
Rights Agreement or for any claim based on, in respect of, or by reason of, such
Obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release will be part of the
consideration for issuance of the Notes and the Subsidiary Guarantees including
the Subsidiary Guaranty evidence hereby.
  This is a
continuing Subsidiary Guaranty and shall remain in full force and effect and
shall be binding upon the Guaranteeing Subsidiary and its successors and assigns
until full and final payment of all of the Issuers’ obligations under the Notes
and Indenture or until released in accordance with the Indenture and shall inure
to the benefit of the successors and assigns of the Trustee and the Holders,
and, in the event of any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof.  This is a Subsidiary
Guaranty of payment and performance and not of collectibility.
  The
obligations of the Guaranteeing Subsidiary under its Subsidiary Guaranty shall
be limited to the extent necessary to insure that it does not constitute a
fraudulent conveyance under applicable law.
  THE TERMS
OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY
REFERENCE.
   E-2
 NY\1553136.6
  4.           NEW YORK LAW TO GOVERN AND CONSENT
TO JURISDICTION.  THIS SUPPLEMENTAL INDENTURE AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW
YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B);
PROVIDED, THAT WITH RESPECT TO THE CREATION, ATTACHMENT, PERFECTION, PRIORITY,
ENFORCEMENT OF AND REMEDIES RELATING TO THE SECURITY INTEREST IN ANY REAL
PROPERTY COLLATERAL, THE GOVERNING LAW MAY BE THE LAWS OF THE JURISDICTIONS
WHERE SUCH COLLATERAL IS LOCATED WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS THEREOF.
  ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO
OR ANY OF THE SECURITY DOCUMENTS, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN
ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND
CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS SUPPLEMENTAL
INDENTURE, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
IRREVOCABLY SUBMITS TO AND ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;  WAIVES ANY
DEFENSE OF FORUM NON CONVENIENS;  AGREES THAT SERVICE OF ALL PROCESS
IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE ISSUER OR GUARANTOR AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 12.2 OF THE
INDENTURE;  AGREES THAT SERVICE AS PROVIDED ABOVE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN
ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT; AND  AGREES EACH OTHER PARTY RETAINS THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY
PARTY IN THE COURTS OF ANY OTHER JURISDICTION HAVING JURISDICTION OVER SUCH
PARTY.
  5.           Counterparts.  The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.
  6.           Effect of
Headings.  The Section headings herein are for convenience only
and shall not affect the construction hereof.
  [signature page
follows]
   E-3
 NY\1553136.6
  IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above
written.
  THE
ISSUERS:
 Peninsula
Gaming, LLC
 
  By:
      _________________________________
  Name:
  Title:
  Peninsula
      Gaming Corp.
  By:
      _________________________________
  Name:
  Title:
  
  GUARANTEEING
SUBSIDIARY:
 NAME:
  
  By:
      _________________________________
  Name:
  Title:
  THE
TRUSTEE:
 U.S.
      Bank National Association
  
  By:
      _________________________________
  Name:
  Title:
   E-4
 NY\1553136.6
  EXHIBIT
F
  
  FORM
OF INTERCREDITOR AGREEMENT
  [attached]
  
   G-1
 NY\1553136.6