<PAGE>
                                                                   Exhibit 4.6




                              STATION CASINOS, INC.



                              --------------------



                                  $375,000,000



                    9 7/8% SENIOR SUBORDINATED NOTES DUE 2010



                              --------------------



                                    INDENTURE



                            DATED AS OF JULY 7, 2000



                              --------------------



                            FIRST UNION NATIONAL BANK

                                     TRUSTEE



<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

Trust Indenture
  Act Section                                                                               Indenture Section
---------------                                                                             -----------------

<S>                                                                                       <C>
310  (a)(1).....................................................................           7.10
     (a)(2).....................................................................           7.10
     (a)(3).....................................................................          N.A.
     (a)(4).....................................................................          N.A.
     (b)........................................................................           7.08; 7.10; 11.02
     (c)........................................................................          N.A.
311  (a)........................................................................           7.11
     (b)........................................................................           7.11
     (c)........................................................................          N.A.
312  (a)........................................................................           2.05
     (b)........................................................................          11.03
     (c)........................................................................          11.03
313  (a)........................................................................           7.06
     (b)(1).....................................................................          N.A.
     (b)(2).....................................................................           7.06
     (c)........................................................................           7.06; 11.02
     (d)........................................................................           7.06
314  (a)........................................................................           4.02; 11.02
     (b)........................................................................          N.A.
     (c)(1).....................................................................          11.04
     (c)(2).....................................................................          11.04
     (c)(3).....................................................................          N.A.
     (d)........................................................................          N.A.
     (e)........................................................................          11.05
     (f)........................................................................          N.A.
315  (a)........................................................................           7.01(b)
     (b)........................................................................           7.05; 11.02
     (c)........................................................................           7.01(a)
     (d)........................................................................           7.01(c)
     (e)........................................................................           6.11
316  (a) (last sentence)........................................................           2.09
     (a)(1)(A)..................................................................           6.05
     (a)(1)(B)..................................................................           6.04
     (a)(2).....................................................................          N.A.
     (b)........................................................................           6.07
317  (a)(1).....................................................................           6.08
     (a)(2).....................................................................           6.09
     (b)........................................................................           2.04
318  (a)........................................................................          11.01

</TABLE>

N.A. means not applicable.

---------------------------
*       This Cross-Reference Table is not part of the Indenture

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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<S>                                                                                                             <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1

         Section 1.01.      Definitions...........................................................................1
         Section 1.02.      OTHER DEFINITIONS....................................................................14
         Section 1.03.      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT....................................15
         Section 1.04.      RULES OF CONSTRUCTION................................................................15

ARTICLE 2. THE NOTES.............................................................................................16

         Section 2.01.      FORM AND DATING......................................................................16
         Section 2.02.      EXECUTION AND AUTHENTICATION.........................................................18
         Section 2.03.      REGISTRAR; PAYING AGENT; DEPOSITORY; NOTE CUSTODIAN..................................18
         Section 2.04.      PAYING AGENT TO HOLD MONEY IN TRUST..................................................19
         Section 2.05.      NOTEHOLDER LISTS.....................................................................20
         Section 2.06.      TRANSFER AND EXCHANGE................................................................20
         Section 2.07.      REPLACEMENT NOTES....................................................................28
         Section 2.08.      OUTSTANDING NOTES....................................................................29
         Section 2.09.      TREASURY NOTES.......................................................................29
         Section 2.10.      TEMPORARY NOTES......................................................................29
         Section 2.11.      CANCELLATION.........................................................................29
         Section 2.12.      DEFAULTED INTEREST...................................................................30
         Section 2.13.      CUSIP NUMBER.........................................................................30
         Section 2.14.      EXCHANGE REGISTRATION................................................................30

ARTICLE 3. REDEMPTION............................................................................................30

         Section 3.01.      NOTICES TO TRUSTEE...................................................................30
         Section 3.02.      SELECTION OF NOTES TO BE REDEEMED....................................................31
         Section 3.03.      NOTICE OF REDEMPTION.................................................................31
         Section 3.04.      EFFECT OF NOTICE OF REDEMPTION.......................................................32
         Section 3.05.      DEPOSIT OF REDEMPTION PRICE..........................................................32
         Section 3.06.      NOTES REDEEMED IN PART...............................................................32
         Section 3.07.      MANDATORY DISPOSITION PURSUANT TO GAMING LAWS........................................32

ARTICLE 4. COVENANTS.............................................................................................33

         Section 4.01.      PAYMENT OF NOTES.....................................................................33
         Section 4.02.      SEC REPORTS, FINANCIAL REPORTS.......................................................33
         Section 4.03.      COMPLIANCE CERTIFICATE...............................................................34
         Section 4.04.      STAY, EXTENSION AND USURY LAWS.......................................................34
         Section 4.05.      RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS.......................................35
         Section 4.06.      LIMITATION ON INDEBTEDNESS...........................................................37
         Section 4.07.      LIMITATION ON CAPITAL STOCK OF RESTRICTED SUBSIDIARIES...............................38
         Section 4.08.      CORPORATE EXISTENCE..................................................................38


                                       i
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         Section 4.09.      TAXES................................................................................38
         Section 4.10.      INVESTMENT COMPANY ACT...............................................................39
         Section 4.11.      LIMITATION ON TRANSACTIONS WITH AFFILIATES...........................................39
         Section 4.12.      CHANGE OF CONTROL AND RATING DECLINE.................................................39
         Section 4.13.      LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS
                            AFFECTING RESTRICTED SUBSIDIARIES....................................................41
         Section 4.14.      RESTRICTION ON LAYERING DEBT.........................................................42

ARTICLE 5. SUCCESSORS............................................................................................42

         Section 5.01.      WHEN COMPANY MAY MERGE, ETC..........................................................42
         Section 5.02.      SUCCESSOR CORPORATION SUBSTITUTED....................................................43

ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................43

         Section 6.01.      EVENTS OF DEFAULT....................................................................43
         Section 6.02.      ACCELERATION.........................................................................45
         Section 6.03.      OTHER REMEDIES.......................................................................45
         Section 6.04.      WAIVER OF PAST DEFAULTS..............................................................46
         Section 6.05.      CONTROL BY MAJORITY..................................................................46
         Section 6.06.      LIMITATION ON SUITS..................................................................46
         Section 6.07.      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.................................................46
         Section 6.08.      COLLECTION SUIT BY TRUSTEE...........................................................47
         Section 6.09.      TRUSTEE MAY FILE PROOFS OF CLAIM.....................................................47
         Section 6.10.      PRIORITIES...........................................................................47
         Section 6.11.      UNDERTAKING FOR COSTS................................................................47

ARTICLE 7. TRUSTEE...............................................................................................48

         Section 7.01.      DUTIES OF TRUSTEE....................................................................48
         Section 7.02.      RIGHTS OF TRUSTEE....................................................................49
         Section 7.03.      INDIVIDUAL RIGHTS OF TRUSTEE.........................................................49
         Section 7.04.      TRUSTEE'S DISCLAIMER.................................................................50
         Section 7.05.      NOTICE OF DEFAULTS...................................................................50
         Section 7.06.      REPORTS BY TRUSTEE TO HOLDERS........................................................50
         Section 7.07.      COMPENSATION AND INDEMNITY...........................................................50
         Section 7.08.      REPLACEMENT OF TRUSTEE...............................................................51
         Section 7.09.      SUCCESSOR TRUSTEE BY MERGER, ETC.....................................................52
         Section 7.10.      ELIGIBILITY; DISQUALIFICATION........................................................52
         Section 7.11.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY....................................52

ARTICLE 8. DISCHARGE OF INDENTURE................................................................................52

         Section 8.01.      TERMINATION OF COMPANY'S OBLIGATIONS.................................................52
         Section 8.02.      APPLICATION OF TRUST MONEY...........................................................53
         Section 8.03.      REPAYMENT TO COMPANY.................................................................53
         Section 8.04.      REINSTATEMENT........................................................................53

ARTICLE 9. AMENDMENTS............................................................................................54


                                       ii
<PAGE>

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<S>                                                                                                             <C>
         Section 9.01.      WITHOUT CONSENT OF HOLDERS...........................................................54
         Section 9.02.      WITH CONSENT OF HOLDERS..............................................................54
         Section 9.03.      COMPLIANCE WITH TRUST INDENTURE ACT..................................................55
         Section 9.04.      REVOCATION AND EFFECT OF CONSENTS....................................................55
         Section 9.05.      NOTATION ON OR EXCHANGE OF NOTES.....................................................56
         Section 9.06.      TRUSTEE PROTECTED....................................................................56

ARTICLE 10. SUBORDINATION........................................................................................56

         Section 10.01.     NOTES SUBORDINATED TO SENIOR INDEBTEDNESS............................................56
         Section 10.02.     LIQUIDATION; DISSOLUTION; BANKRUPTCY.................................................56
         Section 10.03.     DEFAULT ON SENIOR INDEBTEDNESS.......................................................57
         Section 10.04.     WHEN DISTRIBUTION MUST BE PAID OVER..................................................58
         Section 10.05.     NOTICE BY COMPANY....................................................................58
         Section 10.06.     SUBROGATION..........................................................................59
         Section 10.07.     RELATIVE RIGHTS......................................................................59
         Section 10.08.     SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.........................................59
         Section 10.09.     DISTRIBUTION OR NOTICE TO REPRESENTATIVES............................................60
         Section 10.10.     RIGHTS OF TRUSTEE AND PAYING AGENT...................................................60
         Section 10.11.     TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE
                            OF NOTICE............................................................................60
         Section 10.12.     APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT...................................60
         Section 10.13.     TRUSTEE'S COMPENSATION NOT PREJUDICED................................................61
         Section 10.14.     OFFICERS'CERTIFICATE.................................................................61
         Section 10.15.     CERTAIN PAYMENTS.....................................................................61
         Section 10.16.     NAMES OF REPRESENTATIVES.............................................................61
         Section 10.17.     ARTICLE 10 NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT RIGHT TO
                            ACCELERATE...........................................................................61
         Section 10.18.     RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION
                            PROVISIONS...........................................................................61
         Section 10.19.     PROOF OF CLAIM.......................................................................62
         Section 10.20.     NO FIDUCIARY DUTY CREATED TO HOLDERS OF SENIOR INDEBTEDNESS..........................62

ARTICLE 11. MISCELLANEOUS........................................................................................62

         Section 11.01.     TRUST INDENTURE ACT CONTROLS.........................................................62
         Section 11.02.     NOTICES..............................................................................62
         Section 11.03.     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS..........................................63
         Section 11.04.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...................................63
         Section 11.05.     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION........................................63
         Section 11.06.     RULES BY TRUSTEE AND AGENTS..........................................................64
         Section 11.07.     LEGAL HOLIDAYS.......................................................................64
         Section 11.08.     NO RECOURSE AGAINST OTHERS...........................................................64
         Section 11.09.     COUNTERPARTS.........................................................................64
         Section 11.10.     VARIABLE PROVISIONS..................................................................64
         Section 11.11.     GOVERNING LAW........................................................................65


                                      iii
<PAGE>

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<S>                                                                                                             <C>
         Section 11.12.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS........................................65
         Section 11.13.     SUCCESSORS...........................................................................65
         Section 11.14.     SEVERABILITY.........................................................................65
         Section 11.15.     QUALIFICATION OF INDENTURE...........................................................65
         Section 11.16.     TABLE OF CONTENTS, HEADINGS, ETC.....................................................66

</TABLE>


                                       iv
<PAGE>

<TABLE>

<S>                   <C>
Exhibit A-1           Form of Note

Exhibit A-2           Form of Regulation S Temporary Note

Exhibit B-1           Form of Certificate for Exchange or Registration of Transfer of Rule 144A Global Note to
                      Regulation S Global Note

Exhibit B-2           Form of Certificate for Exchange or Registration of Transfer From Regulation S Global Note
                      to Rule 144A Global Note

Exhibit B-3           Form of Certificate for Exchange or Registration of Transfer of Certificated Notes

Exhibit B-4           Form of Certificate for Exchange or Registration of Transfer From Rule 144A Global Note or
                      Regulation S Permanent Global Note to Certificated Note

Exhibit B-5           Form of Certificate for Exchange or Registration of Transfer From Certificated Note to Rule
                      144A Global Note or Regulation S Permanent Global Note

</TABLE>

<PAGE>

                  INDENTURE dated as of July 7, 2000 among STATION CASINOS,
INC., a Nevada corporation (the "Company"), and FIRST UNION NATIONAL BANK, a
national banking association, as Trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's
9 7/8% Series A Senior Subordinated Notes due 2010 (the "Series A Notes") and
the Company's 9 7/8% Series B Senior Subordinated Notes due 2010 (the "Series B
Notes" and, together with the Series A Notes, the "Notes").

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

         Section 1.01.     Definitions.

                  "AFFILIATE" of any specified person means any other person (i)
which directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified person, (ii)
which directly or indirectly through one or more intermediaries beneficially
owns or holds 10% or more of any class of the Voting Stock of such specified
person (or a 10% or greater equity interest in such person which is not a
corporation) or (iii) of which 10% or more of any class of the Voting Stock (or,
in the case of a person which is not a corporation, 10% or more of the equity
interest) is beneficially owned or held directly or indirectly through one or
more intermediaries by such person. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise.

                  "AGENT" means any Registrar, Paying Agent or co-Registrar.

                  "AGENT MEMBERS" means any member of, or participant in, the
Depository.

                  "AMORTIZATION EXPENSE" means, for any period, amounts
recognized during such period as amortization of all goodwill and other assets
classified as intangible assets in accordance with GAAP.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of beneficial interests in a Global Note, the rules and procedures of
the Depository that are applicable to such transfer or exchange

                  "AVERAGE LIFE" means, as of the date of determination, with
reference to any Indebtedness, the quotient obtained by dividing (i) the sum of
the products of the number of years from the date of determination to the dates
of each successive scheduled principal payment of such Indebtedness multiplied
by the amount of such principal payment by (ii) the sum of all such principal
payments.

<PAGE>

                  "BANK FACILITY" means the Third Amended and Restated Reducing
Loan Agreement dated as of August 25, 1999, by and among PSHC, BSI, TSI, SSI,
KCSC, SCRSI and Bank of Scotland, as co-agents, Societe Generale, as
documentation agent, Bank of America N.A., as administrative agent and certain
lenders named therein, and the Term Loan Agreement dated as of August 25, 1999,
by and among PSHC, BSI, TSI, SSI, KCSC, SCRSI, Bank of America, N.A., as
administrative agent, and certain lenders named therein, as amended, modified or
refinanced from time to time, provided that the managing agent for the lenders
under such refinancing is a banking institution with over $500 million in assets
and subject to supervision and examination by federal or state banking
authorities.

                  "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors
of the Company.

                  "BSI" means Boulder Station, Inc.

                  "BUSINESS DAY" means any day other than a Legal Holiday.

                  "CAPITAL LEASE OBLIGATIONS" of a person means any obligation
that is required to be classified and accounted for as a capital lease on the
face of a balance sheet of such person prepared in accordance with GAAP; the
amount of such obligation shall be the capitalized amount thereof, determined in
accordance with GAAP; the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty; and such obligation shall be deemed secured by a Lien on any property
or assets to which such lease relates.

                  "CAPITAL STOCK" means, with respect to any person, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents (including partnerships or partnership interests), or
ownership interests (however designated) of such person, including each class of
common stock and preferred stock of such person, but excluding convertible
Indebtedness.

                  "CERTIFICATED NOTES" means Notes that are in the form of the
Notes attached hereto as Exhibit A-1, that do not include the information called
for by footnotes 1 and 2 thereof.

                  "CHANGE OF CONTROL" means an event or series of events by
which (i) the Company sells, conveys, transfers or leases, directly or
indirectly, all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries to any person, corporation, entity or group,
(ii) any "person" (as such term is used in Section 13(d) and 14(d) of the
Exchange Act) (other than the Existing Equity Holders) is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
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), directly or
indirectly of securities representing 40% or more of the combined voting power
of the Company's Voting Stock and at such time as the Existing Equity Holders
together shall fail to beneficially own, directly or indirectly, securities
representing at least the same percentage of the combined voting power of the
Company's Voting Stock as is "beneficially owned" by such "person," (iii) the


                                       2
<PAGE>

Company consolidates with or merges into another corporation, or any corporation
consolidates with or merges into the Company, in either event pursuant to a
transaction in which the outstanding Voting Stock of the Company is changed into
or exchanged for cash, securities or other property, other than any such
transactions between the Company and its wholly-owned Restricted Subsidiaries,
with the effect that any "person" (other than the Existing Equity Holders)
becomes the "beneficial owner," directly or indirectly, of securities
representing 40% or more of the combined voting power of the Company's Voting
Stock and at such time as the Existing Equity Holders together shall fail to
beneficially own, directly or indirectly, securities representing at least the
same percentage of the combined voting power of the Company's Voting Stock as is
"beneficially owned" by such "person," (iv) during any period of 24 consecutive
months, individuals who at the beginning of such period constituted the
Company's Board of Directors (together with any new or replacement directors
whose election by the Company's Board of Directors, or whose nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
directors then in office or (v) the Company shall, as a result of any
transaction or series of transactions, cease to own all of the outstanding
Capital Stock of, or all or substantially all of the assets of, PSHC, BSI,
SCRSI, SGSI and SWSI; PROVIDED, HOWEVER, that no Change of Control shall be
deemed to occur if the Company sells, in one transaction or a series of
transactions, stock or assets of such Subsidiaries having an aggregate book
value, determined in accordance with GAAP and net of related debt, which is less
than 5% of the aggregate book value of the net assets of the Company and its
consolidated Restricted Subsidiaries, determined in accordance with GAAP.

                  "CHANGE OF CONTROL TRIGGERING EVENT" is defined as the
occurrence of both (i) a Change of Control and (ii) a Rating Decline.

                  "COMPANY" means the person named as such above until a
successor replaces it in accordance with Article 5 and thereafter means the
successor.

                  "COMPLETION GUARANTEE AND KEEP-WELL AGREEMENT" means (i) the
guarantee by the Company or a Restricted Subsidiary of the completion of the
development, construction and opening of a new gaming facility by an Affiliate
of the Company, (ii) the agreement by the Company or a Restricted Subsidiary to
advance funds, property or services on behalf of an Affiliate of the Company in
order to maintain the financial condition of such Affiliate in connection with
the development, construction and opening of a new gaming facility by such
Affiliate and (iii) performance bonds incurred in the ordinary course of
business; provided that, in the case of clauses (i) and (ii) above, such
guarantee or agreement is entered into in connection with obtaining financing
for such gaming facility or is required by a Gaming Authority.

                  "CONSOLIDATED COVERAGE RATIO" means, for any period, for any
person, the ratio of the aggregate amount of Operating Cash Flow of such person
for such period to the aggregate amount of Consolidated Interest Expense of such
person for such period.


                                       3
<PAGE>

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
total interest expense of a person and its consolidated Restricted Subsidiaries
including (i) interest expense attributable to Capital Lease Obligations, (ii)
amortization of debt discount, (iii) capitalized interest, (iv) cash and noncash
interest payments, (v) commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing, (vi) net
costs under Interest Rate Protection Agreements (including amortization of
discount) and (vii) interest expense in respect of obligations of other persons
deemed to be Indebtedness of the Company or its Restricted Subsidiaries under
clause (v) or (vi) of the definition of Indebtedness.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income of a person and its consolidated Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP; PROVIDED, HOWEVER, that there shall
not be included in such Consolidated Net Income: (i) any net income (loss) of
any person if such person is not a Restricted Subsidiary, except that (A) the
Company's equity in the net income of any such person (including, without
limitation, an Unrestricted Subsidiary) for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such person during such period to the Company or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution to a Restricted Subsidiary, to the limitations
contained in clause (iii) below); and (B) the Company's equity in the net loss
of any such person for such period shall be included in determining such
Consolidated Net Income (subject, with respect to the net loss of an
Unrestricted Subsidiary, to clause (vi) below); (ii) any net income (loss) of
any person acquired by the Company or a Restricted Subsidiary in a pooling of
interests transaction for any period prior to the date of such acquisition;
(iii) any net income (loss) of any Restricted Subsidiary if such Restricted
Subsidiary is subject to restrictions, directly or indirectly, on the payment of
dividends or the making of distributions by such Restricted Subsidiary, directly
or indirectly, to the Company, except that (A) the Company's equity in the net
income of any such Restricted Subsidiary for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash which could have
been distributed by such Restricted Subsidiary during such period to the Company
or another Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend or other distribution to another Restricted
Subsidiary, to the limitation contained in this clause) unless at the time of
computation no cash would be permitted to be distributed and (B) the Company's
equity in the net loss of any such Restricted Subsidiary for such period shall
be included in determining such Consolidated Net Income; (iv) any gain or loss
realized upon the sale or other disposition of any property, plant or equipment
of the Company or its consolidated Restricted Subsidiaries which is not sold or
otherwise disposed of in the ordinary course of business and any gain or loss
realized upon the sale or other disposition of any Capital Stock of any person;
(v) the cumulative effect of a change in accounting principles; (vi) the net
loss of any Unrestricted Subsidiary; and (vii) extraordinary or nonrecurring
gains or losses.

                  "CONSOLIDATED NET WORTH" of any person means the total of the
amounts shown on the balance sheet of such person and its consolidated
Restricted Subsidiaries, determined on a consolidated basis in accordance with
GAAP, as of any date selected by the Company not more than 90 days prior to the
taking of any action for the purpose of which the determination is being made
(and adjusted for any material events since such date), as (i) the par or stated
value of all


                                       4
<PAGE>

outstanding Capital Stock plus (ii) paid-in capital or capital surplus relating
to such Capital Stock plus (iii) any retained earnings or earned surplus, less
(A) any accumulated deficit, (B) any amounts attributable to Redeemable Stock
and (C) any amounts attributable to Exchangeable Stock.

                  "DEFAULT" means any event which is, or after notice or passage
of time would be, an Event of Default.

                  "DEPOSITORY" means, with respect to the Notes issuable or
issued in whole or in part in global form, the person specified in Section 2.03
hereof as the Depository with respect to the Notes, until a successor shall have
been appointed and become such Depository pursuant to the applicable provision
of this Indenture, and, thereafter, "Depository" shall mean or include such
successor.

                  "DESIGNATED SENIOR INDEBTEDNESS" shall mean each issue of
Senior Indebtedness that (i) has an outstanding principal amount of at least
$25,000,000 (including the amount of all reimbursement obligations pursuant to
letters of credit thereunder and the maximum principal amount available to be
drawn thereunder, assuming in the case of the Bank Facility that all conditions
precedent to any such drawing could be satisfied) and (ii) has been designated
as Designated Senior Indebtedness pursuant to an Officers' Certificate of the
Company received by the Trustee.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXCHANGE OFFER" means the offer that may be made by the
Company pursuant to the Registration Rights Agreement to exchange Series B Notes
for Series A Notes.

                  "EXCHANGEABLE STOCK" means any Capital Stock of a corporation
that is exchangeable or convertible into another security (other than into
Capital Stock of such corporation that is neither Exchangeable Stock or
Redeemable Stock).

                  "EXISTING EQUITY HOLDERS" means Frank J. Fertitta III, Blake
L. Sartini, Delise F. Sartini, Lorenzo J. Fertitta, Glenn C. Christenson and
Scott M Nielson and the Former Equity Holder and their executors, administrators
or the legal representatives of their estates, their heirs, distributees and
beneficiaries, any trust as to which any of the foregoing is a settlor or
co-settlor and any corporation, partnership or other entity which is an
Affiliate of any of the foregoing. Existing Equity Holders shall also mean any
lineal descendants of such persons, but only to the extent that the beneficial
ownership of the Voting Stock held by such lineal descendants was directly
received (by gift, trust or sale) from any such person.

                  "EXISTING SENIOR SUBORDINATED NOTES" means the $198,000,000
10 1/8% Senior Subordinated Notes of the Company due 2006, the $150,000,000
9 3/4% Senior Subordinated Notes of the Company due 2007 and the $199,900,000
8 7/8% Senior Subordinated Notes due 2008.


                                       5
<PAGE>

                  "FF&E FINANCING" means Indebtedness which is non-recourse to
the borrower, the proceeds of which will be used to finance the acquisition or
lease by the Company or its Restricted Subsidiaries of furniture, fixtures or
equipment ("FF&E") used in the operation of its business and secured by a Lien
on such FF&E.

                  "FORMER EQUITY HOLDER" means Frank J. Fertitta, Jr.

                  "GAAP" means generally accepted accounting principles as in
effect in the United States on the date of this Indenture.

                  "GAMING AUTHORITY" means the Nevada Gaming Commission, the
Nevada Gaming Control Board or any agency of any state, county, city or other
political subdivision which has, or may at any time after the date of the
Indenture have, jurisdiction over all or any portion of the gaming activities of
the Company or any of its Subsidiaries or any successor to such authority.

                  "GAMING CONTROL ACT" means the Nevada Gaming Control Act, as
from time to time amended, or any successor provision of law, and the
regulations promulgated thereunder.

                  "GAMING LICENSE" of any person means every license, franchise
or other authorization on the date of the Indenture or thereafter required to
own, lease, operate or otherwise conduct the gaming operations of such person,
including, without limitation, all such licenses granted under the Gaming
Control Act, as from time to time amended, or any successor provision at law,
the regulations of Gaming Authorities and other applicable laws.

                  "GLOBAL NOTES" means, individually and collectively, the
Regulation S Temporary Global Note, the Regulation S Permanent Global Note and
the Rule 144A Global Note.

                  "GOVERNMENTAL AUTHORITY" means any agency, authority, board,
bureau, commission, department, office or instrumentality of any nature
whatsoever of any city or other political subdivision or otherwise and whether
now or hereafter in existence, or any officer or official thereof.

                  "HOLDER" or "NOTEHOLDER" means a person in whose name a Note
is registered on the register maintained by the Registrar.

                  "INDEBTEDNESS" of any person means, without duplication, (i)
the principal of and premium (if any) in respect of (A) indebtedness of such
person for money borrowed and (B) indebtedness evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such person is
responsible or liable; (ii) all Capital Lease Obligations of such person; (iii)
all obligations of such person issued or assumed as the deferred purchase price
of property, assets or services, all conditional sale obligations and all
obligations under any title retention agreement (but excluding operating leases
and trade accounts payable arising in the ordinary course of business); (iv) all
obligations of such person for the reimbursement of any obligor on any letter of
credit, banker's acceptance or similar credit transaction (other than


                                       6
<PAGE>

obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the third Business Day following receipt by such person of a demand
for reimbursement following payment on the letter of credit); (v) all
obligations of the type referred to in clauses (i) through (iv) of other persons
and all dividends of other persons for the payment of which, in either case,
such person is responsible or liable as obligor, guarantor or otherwise; and
(vi) all obligations of the type referred to in clauses (i) through (v) of other
persons secured by any Lien on any property or asset of such person (whether or
not such obligation is assumed by such person), the amount of such obligation
being deemed to be the lesser of the value of such property or asset or the
amount of the obligation so secured.

                  "INDENTURE" means this Indenture as amended or supplemented
from time to time.

                  "INTEREST RATE PROTECTION AGREEMENT" means any interest rate
swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect the Company or any Subsidiary against
fluctuations in interest rates.

                  "INVESTMENT GRADE" designates a rating of BBB- or higher by
S&P or Baa3 or higher by Moody's or the equivalent of such ratings by S&P or
Moody's. In the event that the Company shall select any other Rating Agency, the
equivalent of such ratings by such Rating Agency shall be used.

                  "KCSC" means Kansas City Station Corporation.

                  "LEGAL REQUIREMENTS" means, with respect to any project, all
laws, statutes and ordinances (including building codes and zoning and
environmental laws, regulations and ordinances), and all rules, orders, rulings,
regulations, directives and requirements of all Governmental Authorities, which
are now or which may hereafter be in existence, and which are applicable to the
Company or any Affiliate thereof in connection with the construction or
development of any project or the operation of its business, or any part
thereof, including, without limitation, the Gaming Control Act, as modified by
any variances, special use permits, waivers, exceptions or other exemptions
which may from time to time be applicable to the Company or any Affiliate
thereof.

                  "LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset (including any agreement to give any security interest). For all purposes
under this Indenture, a person shall be deemed to own subject to a Lien any
asset that it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, Capital Lease Obligation or other
title retention agreement (other than operating leases) relating to such asset.

                  "LIQUIDATED DAMAGES" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.


                                       7
<PAGE>

                  "MOODY'S" means Moody's Investors Service, Inc. and its
successors.

                  "NET PROCEEDS" means, with respect to any issuance, sale or
contribution in respect of Capital Stock, the aggregate proceeds of such
issuance, sale or contribution, including the fair market value (as determined
by the Board of Directors and net of any associated debt) of property other than
cash, received by the Company, net of attorneys' fees, accountants' fees,
underwriters' fees, placement agents' fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result thereof; PROVIDED,
HOWEVER, that if such fair market value as determined by the Board of Directors
of property other than cash is greater than $15 million, the determination of
fair market value thereof shall be based upon an opinion from an independent
nationally recognized firm experienced in the appraisal of similar types of
transactions.

                  "NOTE CUSTODIAN" means the person specified in Section 2.03,
as custodian with respect to the Global Notes, or any successor entity thereto.

                  "OFFICER" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Secretary, the Chief Financial Officer, any
Assistant Treasurer or any Assistant Secretary of the Company.

                  "OFFICERS' CERTIFICATE" means a certificate signed by any two
Officers, one of whom must be the Chairman of the Board, the President, the
Treasurer or a Vice President of the Company.

                  "OPERATING CASH FLOW" means, for any period, for any person,
the aggregate amount of Consolidated Net Income of such person before
Consolidated Interest Expense, income taxes, depreciation expense, Amortization
Expense and any noncash amortization of debt issuance cost. Notwithstanding the
foregoing, the Consolidated Interest Expense, income taxes, depreciation
expense, Amortization Expense and any noncash amortization of debt issuance cost
of a subsidiary of a person shall be added to Consolidated Net Income to compute
Operating Cash Flow in the same proportion that the net income of such
subsidiary was included in calculating the Consolidated Net Income of such
person.

                  "OPINION OF COUNSEL" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. Unless otherwise required
by the Trustee, the counsel may be an employee of or counsel to the Company or
the Trustee.

                  "PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness of the
Company or a Restricted Subsidiary (i) issued in exchange for, or the proceeds
from the issuance and sale or disbursement of which are used to substantially
concurrently repay, redeem, refund, refinance, discharge or otherwise retire for
value, in whole or in part (collectively, "repay"), or (ii) constituting an
amendment, modification or supplement to, or a deferral or renewal of
(collectively, an "amendment"), any Indebtedness of the Company or a Restricted
Subsidiary (and any premiums, penalties, fees and expenses actually incurred by
the Company or such Restricted Subsidiary in connection with the repayment or
amendment thereof) existing immediately after the original issuance of the
Series A Notes or incurred pursuant to clauses (iii),


                                       8
<PAGE>

(vi), (vii) and (viii) (subject to proviso (C) below) of Section 4.06, in a
principal amount (or, if such Permitted Refinancing Indebtedness provides for an
amount less than the principal amount thereof to be due and payable upon the
acceleration thereof, with an original issue price) not in excess of (1) the
principal amount of the Indebtedness so refinanced (or, if such Permitted
Refinancing Indebtedness refinances Indebtedness under an agreement providing a
commitment for subsequent borrowings, with a maximum commitment not to exceed
the maximum commitment under such agreement) plus (2) unpaid accrued interest on
such Indebtedness plus (3) premiums, penalties, fees and expenses actually
incurred by the Company or such Restricted Subsidiary, as the case may be, in
connection with the repayment or amendment thereof; provided that (A) Permitted
Refinancing Indebtedness of the Company that repays or constitutes an amendment
to Subordinated Indebtedness shall not have an Average Life less than the
Indebtedness to be so refinanced at the time of such incurrence, and shall
contain subordination and default provisions no less favorable in any material
respect to the Holders than those contained in such repaid or amended
Indebtedness, (B) notwithstanding the foregoing, any Permitted Refinancing
Indebtedness incurred to repay all of the Notes then outstanding shall not be
limited in principal amount or otherwise if the Company, contemporaneously with
such issuance, irrevocably deposits with the Trustee or Paying Agent an amount
of the proceeds of such Permitted Refinancing Indebtedness sufficient to redeem
or repay each installment of the outstanding principal amount of the Notes on,
and all interest accrued to, the date fixed for such repayment, together with
irrevocable instructions to redeem and repay the Notes on the stated redemption
date and (C) to the extent that Permitted Refinancing Indebtedness includes
Indebtedness incurred in connection with the refinancing of the Bank Facility
(whether or not such Indebtedness is existing on or after the date of the
Indenture) and the managing agent for the lenders under such refinancing
Indebtedness is a person other than a banking institution with over $500 million
in assets and subject to supervision and examination by federal or state banking
authorities, the provisions of clause (viii) of Section 4.06 shall terminate and
be of no further force and effect with respect to such refinancing Indebtedness.

                  "PERSON" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "PRINCIPAL" of any Indebtedness means the principal amount
thereof plus the premium, if any, thereon.

                  "PSHC" means Palace Station Hotel & Casino, Inc.

                  "QUALIFIED GUARANTEE" means a guarantee by the Company or any
of its Restricted Subsidiaries of Indebtedness of any entity provided that (i)
unless such Indebtedness was incurred by a Native American tribe or any agency
or instrumentality thereof, the Company and its Restricted Subsidiaries own in
the aggregate at least 35% but no more than 50% of the outstanding Voting Stock
of such entity at the time of the incurrence, creation or assumption of the
guarantee, (ii) the primary purpose for which such Indebtedness was incurred was
to finance the development, construction or acquisition of a gaming facility,
(iii) the pro forma Consolidated Coverage Ratio of the Company, calculated
cumulatively for the four most recent consecutive fiscal quarters of the


                                       9
<PAGE>

Company prior to the date of the guarantee as if the guarantee were required to
have been satisfied on the first day of such period, would have been greater
than 2.5 to 1.00, (iv) none of the Existing Equity Holders, other than Glenn C.
Christenson or Scott M Nielsen if such person is no longer employed by the
Company in any capacity, or any of their Related Persons, other than the Company
and its Restricted Subsidiaries, is a direct or indirect obligor, contingently
or otherwise, of such Indebtedness or a direct or indirect holder of any Capital
Stock of such entity, other than through their respective ownership interests in
the Company, (v) at the time of the incurrence, creation or assumption of the
guarantee, the rating of the Notes by each Rating Agency is at least equal to
the rating of the Notes on the date of the Indenture and (vi) if such
Indebtedness is incurred by a Native American tribe or any agency or
instrumentality thereof, including any tribal authority, for so long as such
guarantee is outstanding such tribe and the Company or one of its Restricted
Subsidiaries will have in effect a written agreement which has been approved by
all required Governmental Authorities pursuant to which the Company or one of
its Restricted Subsidiaries will manage such tribe's gaming activities at the
facility or facilities with respect to which the Indebtedness was incurred to
develop, construct or acquire in exchange for customary fees and reimbursements.

                  "QUALIFIED NON-RECOURSE DEBT" means Indebtedness (i) as to
which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable (as a
guarantor or otherwise), or (c) constitutes the lender; and (ii) no default with
respect to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries, other than by a pledge by the
Company or a Restricted Subsidiary of the stock of an Unrestricted Subsidiary;
PROVIDED, HOWEVER, that the Company or any of its Restricted Subsidiaries may
(x) execute a Completion Guarantee and Keep-Well Agreement for an Unrestricted
Subsidiary whose sole purpose is to develop, construct and operate a new gaming
facility or (y) make a loan to an Unrestricted Subsidiary if such loan is
permitted under Section 4.05 at the time of the incurrence of such loan, and
such actions referred to in the foregoing clauses (x) and (y) shall not
constitute Indebtedness which is not Qualified Non-Recourse Debt.

                  "RATING AGENCIES" means (i) S&P and (ii) Moody's or (iii) if
S&P or Moody's or both shall not make a rating of the Notes publicly available,
a nationally recognized securities rating agency or agencies, as the case may
be, selected by the Company, which shall be substituted for S&P or Moody's or
both, as the case may be.

                  "RATING CATEGORY" means (i) with respect to S&P, any of the
following categories: BB, B, CCC, CC, C and D (or equivalent successor
categories); and (ii) with respect to Moody's, any of the following categories:
Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the
equivalent of any such category of S&P or Moody's used by another Rating Agency.
In determining whether the rating of the Notes has decreased by one or more


                                       10
<PAGE>

gradation, gradations within Rating Categories (+ and - for S&P; 1, 2 and 3 for
Moody's; or the equivalent gradations for another Rating Agency) shall be taken
into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB,
as well as from BB- to B+, will constitute a decrease of one gradation).

                  "RATING DATE" means the date which is 90 days prior to the
earlier of (i) a Change of Control or (ii) public notice of the occurrence of a
Change of Control or of the intention by the Company to effect a Change of
Control.

                  "RATING DECLINE" shall be deemed to occur if, within 90 days
of public notice of the occurrence of a Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either of the Rating Agencies): (a) in
the event the Notes are rated by either Rating Agency on the Rating Date as
Investment Grade the rating of the Notes by both Rating Agencies shall be below
Investment Grade, or (b) in the event the Notes are rated below Investment Grade
by both Rating Agencies on the Rating Date, the rating of the Notes by either
Rating Agency shall be decreased by one or more gradations (including gradations
within Rating Categories as well as between Rating Categories).

                  "REDEEMABLE STOCK" means any Capital Stock that by its terms
or otherwise (other than in consideration of Capital Stock that is not
Redeemable Stock) is, or upon the happening of an event would be, required to be
redeemed or repurchased, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, at any
time prior to the first anniversary of the stated maturity of the Notes.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of July 7, 2000, by and among the Company and the other
party 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.

                  "REGULATION S GLOBAL NOTE" means a Regulation S Temporary
Global Note or Regulation S Permanent Global Note, as appropriate.

                  "REGULATION S PERMANENT GLOBAL NOTE" means a permanent global
note that contains the paragraph referred to in footnote 1 and the additional
schedule referred to in footnote 2 to the form of the Note attached hereto as
Exhibit A-1, and that is deposited with and registered in the name of the
Depository, representing the Notes sold in reliance on Regulation S.

                  "REGULATION S TEMPORARY GLOBAL NOTE" means a single temporary
global note in the form of the Note attached hereto as Exhibit A-2 that is
deposited with and registered in the name of the Depository, representing Notes
sold in reliance on Regulation S.

                  "RELATED PERSON" of any person means (i) (A) if such person is
a corporation, any person who is a director, officer or employee (x) of such
person, (y) of any subsidiary of such person or (z) of any Affiliate of such
person or (B) if such person is an individual, any


                                       11
<PAGE>

immediate family member or lineal descendent of such person or spouse of such
immediate family member or of such lineal descendant, or (ii) any Affiliate
of any person included in clause (i) and any person who is a director,
officer or employee of such Affiliate.

                  "REPRESENTATIVE" means the indenture trustee or other trustee,
agent or representative, if any, for an issue of Senior Indebtedness.

                  "REQUIRED RATING" means ratings on the Notes of at least BBB-
by S&P and Baa3 by Moody's.

                  "RESTRICTED SUBSIDIARY" of a person means any subsidiary of
the referent person that is not an Unrestricted Subsidiary.

                  "RULE 144A" means Rule 144A promulgated under the Securities
Act.

                  "RULE 144A GLOBAL NOTE" means a permanent global note that
contains the paragraph referred to in footnote 1 and the additional schedule
referred to in footnote 2 to the form of the Note attached hereto as Exhibit
A-1, and that is deposited with and registered in the name of the Depository.

                  "S&P" means Standard & Poor's Corporation and its successors.

                  "SCRSI" means St. Charles Riverfront Station, Inc.

                  "SEC" means the Securities and Exchange Commission.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SENIOR INDEBTEDNESS" means (x) all obligations of the Company
now or hereafter existing to pay the principal of, and interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization to the extent a claim for post-filing interest is allowed in such
proceedings) on, any Indebtedness (other than Capital Lease Obligations) of the
Company, whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed, guaranteed or in effect guaranteed by the Company, (y)
Indebtedness of the Company represented by Capital Lease Obligations if the
instrument creating or evidencing the same expressly provides that such
Indebtedness shall be senior in right of payment to the Notes and (z)
Indebtedness of the Company with respect to Interest Rate Protection Agreements.
Notwithstanding the foregoing, Senior Indebtedness shall not include (a) any
Indebtedness, if the instrument creating or evidencing the same or the
assumption or guarantee thereof expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes, (b) in the case of each Note,
the other Notes, (c) the Existing Senior Subordinated Notes, (d) Indebtedness of
the Company to, or guaranteed on behalf of, an Affiliate of the Company (other
than a Restricted Subsidiary), (e) Indebtedness to trade creditors incurred or
assumed in the ordinary course of business in connection with obtaining goods,
materials or services, (f) Indebtedness represented by Exchangeable Stock or
Redeemable Stock, (g) any liability for federal, state, local or other taxes
owed or owing by the Company, (h) Indebtedness


                                       12
<PAGE>

incurred in violation of Section 4.06 hereof and (i) any Indebtedness which is,
by its express terms, subordinated in right of payment to any other Indebtedness
of the Company.

                  "SGSI" means Southwest Gaming Services, Inc.

                  "SSI" means Sunset Station, Inc.

                  "SUBORDINATED INDEBTEDNESS" means any Indebtedness of the
Company (whether outstanding on the date hereof or hereafter incurred) which is
subordinate or junior in right of payment to the Notes.

                  "SUBSIDIARY" of a person means any corporation, association,
partnership, limited liability company or other business entity of which 50% or
more of the Voting Stock is at the time of determination owned or controlled,
directly or indirectly, by such person or by one or more of the other
subsidiaries of that person (or a combination thereof); provided that with
respect to any such corporation, association, partnership, limited liability
company or other business entity of which no more than 50% of the total Voting
Stock is so owned or controlled, then such corporation, association,
partnership, limited liability company or other business entity shall not be
deemed to be a subsidiary of such person unless such person has the power to
direct the policies or management of such corporation, association, partnership,
limited liability company or other business entity.

                  "SUBSIDIARY" means any subsidiary of the Company.

                  "SWSI" means Southwest Services, Inc.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is first
qualified under the TIA, except as provided in Section 9.03.

                  "TRANSFER RESTRICTED SECURITY" means a security that bears or
is required to bear the legend set forth in Section 2.06(g) hereof.

                  "TRUSTEE" means the person named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter means the successor.

                  "TRUST OFFICER" means the Chairman of the Board, the President
or any other officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

                  "TSI" means Texas Station, Inc.

                  "UNRESTRICTED SUBSIDIARY" means any Subsidiary (other than
PSHC, BSI, SCRSI, KCSC, TSI, SGSI and SWSI or any successor to any of them) that
at the time of determination shall be designated by the Board of Directors of
the Company as an Unrestricted Subsidiary of the Company by a Board Resolution
and any Subsidiary of an Unrestricted Subsidiary, but only to the extent and so
long as such Subsidiary (and any Subsidiary of such Subsidiary): (a) has no
Indebtedness other than Qualified Non-Recourse Debt; (b) is a person


                                       13
<PAGE>

with respect to which neither the Company nor any of its Restricted Subsidiaries
has any direct or indirect obligation (x) to subscribe for additional equity
interests or (y) to maintain or preserve such person's financial condition or to
cause such person to achieve any specified levels of operating results; and (c)
has not guaranteed or otherwise directly or indirectly provided credit support
for any Indebtedness of the Company or any of its Restricted Subsidiaries;
PROVIDED, HOWEVER, that either (A) the Subsidiary to be so designated has total
assets of $1,000 or less or (B) if such Subsidiary has assets greater than
$1,000, that such designation would be permitted under Section 4.05; provided,
further, however, that the Company or any of its Restricted Subsidiaries may
execute a Completion Guarantee and Keep-Well Agreement for an Unrestricted
Subsidiary whose sole purpose is to develop, construct and operate a new gaming
facility, and the execution and performance (if such performance is permitted
under Section 4.05 and Section 4.06) of such Completion Guarantee and Keep-Well
Agreement shall not prevent a Subsidiary from becoming or remaining an
Unrestricted Subsidiary. Any such designation by the Board of Directors shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions and was
permitted by Section 4.05. 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 the Indenture
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date (and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.06, the Company
shall be in Default of such section). The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
PROVIDED that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (i) such Indebtedness is permitted under Section 4.06, and (ii) no
Default or Event of Default would be in existence following such designation.

                  "VOTING STOCK" means any class of Capital Stock of any person
then outstanding normally entitled (without regard to the occurrence of any
contingency) to vote in the elections of directors, managers, managing partners
or trustees.

         Section 1.02.     OTHER DEFINITIONS.

<TABLE>
<CAPTION>

                  Term                                                                       Defined in Section
                  ----                                                                       ------------------
<S>                                                                                                  <C>
"Accredited Investor"                                                                                 2.01
"Bankruptcy Law"                                                                                      6.01
"Custodian"                                                                                           6.01
"DTC"                                                                                                 2.03
"Event of Default"                                                                                    6.01
"Legal Holiday"                                                                                      11.07
"Paying Agent"                                                                                        2.03
"Payment Blockage Period"                                                                            10.03
"QIB"                                                                                                 2.01

</TABLE>

                                       14
<PAGE>

<TABLE>
<CAPTION>

                  Term                                                                       Defined in Section
                  ----                                                                       ------------------

<S>                                                                                                  <C>
"Registrar"                                                                                           2.03
"Repurchase Date"                                                                                     4.12
"Repurchase Offer"                                                                                    4.12
"Repurchase Price"                                                                                    4.12
"Restricted Investment"                                                                               4.05
"Restricted Payment"                                                                                  4.05
"U.S. Government Obligations"                                                                         8.01

</TABLE>

         Section 1.03.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                  Whenever this Indenture refers to a provision of the TIA, the
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:

                  "INDENTURE SECURITIES" means the Notes;

                  "INDENTURE SECURITY HOLDER" means a Holder of a Note;

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee;

                  "OBLIGOR" on the Notes means the Company and any other 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 and not otherwise defined herein have the meanings assigned to them
therein.

         Section 1.04.     RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

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

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

                           (3)      "or" is not exclusive;

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

                           (5)      provisions apply to successive events and
         transactions.


                                       15
<PAGE>

                                   ARTICLE 2.
                                    THE NOTES

         Section 2.01.     FORM AND DATING.

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1, which is part of this
Indenture. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage which do not amend or conflict with the terms
of the Notes. Each Note shall be dated the date of its authentication. The Notes
will be unsecured general obligations of the Company. The aggregate principal
amount of the Series A Notes shall be no greater than $375,000,000; if the
Series B Notes are issued, the aggregate principal amount of the Series A Notes
then outstanding shall be reduced by the aggregate principal amount of the
Series B Notes so issued. The Notes shall be issued in registered form, without
coupons, in denominations of $1,000 and integral multiples thereof. The Company
shall deliver to the Trustee a printed form of Note.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture, and to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

                  (a) RULE 144A GLOBAL NOTES. Notes offered and sold within the
United States to qualified institutional buyers as defined in Rule 144A ("QIBs")
in reliance on Rule 144A shall be issued initially in the form of Rule 144A
Global Notes, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Depository at its New York office, and registered
in the name of the Depository or a nominee of the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Rule 144A Global Notes may from time to time
be increased or decreased by adjustments made on the records of the Trustee and
the Depository or its nominee as hereinafter provided.

                  (b) REGULATION S GLOBAL NOTES. Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of the Regulation
S Temporary Global Note, which shall be deposited on behalf of the purchasers of
the Notes represented thereby with the Trustee, at its New York office, as
custodian for the Depository, and registered in the name of the Depository or
the nominee of the Depository, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The "40-day restricted period" (as defined
in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depository certifying that it has received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Note (except to the extent
of any beneficial owners thereof who acquired an interest therein pursuant to
another exemption from registration under the Securities Act and who will take
delivery of a beneficial ownership interest in a Rule 144A Global Note, all as
contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate
from the Company. Following the termination of the 40-day restricted period,
beneficial interests in the Regulation S Temporary


                                       16
<PAGE>

Global Note shall be exchanged for beneficial interests in Regulation S
Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously
with the authentication of Regulation S Permanent Global Notes, the Trustee
shall cancel the Regulation S Temporary Global Note. The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S Permanent
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee, as the case may
be, in connection with transfers of interest as hereinafter provided.

                  (c) GLOBAL NOTES IN GENERAL. 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 amount of outstanding Notes from
time to time endorsed thereon and that the aggregate 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 amount of
outstanding Notes represented thereby shall be made by the Trustee or the Note
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

                  Except as set forth in Section 2.06 hereof, the Global Notes
may be transferred, in whole and not in part, only to another nominee of the
Depository or to a successor of the Depository or its nominee.

                  (d) BOOK-ENTRY PROVISIONS. This Section 2.01(d) shall apply
only to Rule 144A Global Notes and the Regulation S Permanent Global Notes
deposited with or on behalf of the Depository.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(d) and Section 2.02, authenticate and deliver the Global
Notes that (i) shall be registered in the name of the Depository or the nominee
of the Depository and (ii) shall be delivered by the Trustee to the Depository
or pursuant to the Depository's instructions or held by the Trustee as custodian
for the Depository.

                  Agent Members shall have no rights either under this Indenture
with respect to any Global Note held on their behalf by the Depository or by the
Note Custodian or under such Global Note, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Note Custodian as
the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Note Custodian from giving effect to
any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of an owner of a beneficial interest in any Global Note.

                  (e) CERTIFICATED NOTES. Notes issued to accredited investors
as defined in Rule 501(a)(1), (2), (3), (4) or (7) under the Securities Act
("Accredited Investors") who are not QIBs and other Notes not issued as
interests in the Global Notes will be issued in certificated form


                                       17
<PAGE>

substantially in the form of Exhibit A-1 attached hereto (but without including
the text referred to in footnotes 1 and 2 thereto).

         Section 2.02.     EXECUTION AND AUTHENTICATION.

                  Two Officers shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Notes.

                  If an Officer whose signature is on a Note no longer holds
that office at the time the Note is authenticated, the Note shall nevertheless
be 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 authenticate the Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes upon a
written order of the Company signed by two Officers. The aggregate principal
amount of Notes outstanding at any time may not exceed that amount except as
provided in Section 2.07.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

         Section 2.03.     REGISTRAR; PAYING AGENT; DEPOSITORY; NOTE CUSTODIAN.

                  The Company shall maintain in the county where the principal
corporate office of the Trustee is located and in such other locations as it
shall determine (i) an office or agency where Notes may be presented for
registration of transfer or for exchange ("Registrar") and (ii) an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent, Registrar or co-registrar upon thirty (30)
days' notice to the Trustee. The Company shall notify the Trustee of the name
and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent, Registrar or co-registrar.

                  The Company shall, if the Notes are listed on the New York
Stock Exchange, designate as authenticating agent, co-registrar and Paying Agent
with respect to the Notes a bank or trust company in good standing, organized
under the laws of the United States of America or any State, doing business in
or having a correspondent relationship with a bank or trust company doing
business in the Borough of Manhattan, City of New York, State of New York, and
having a capital and surplus (including subordinated capital notes and earned
surplus) aggregating at


                                       18
<PAGE>

least $10,000,000 (except with respect to Article 8, in which case the Paying
Agent (if other than the Trustee) shall have a capital and surplus (including
subordinated capital notes and earned surplus) aggregating at least
$100,000,000). Whenever, pursuant to this Indenture, the Trustee is obligated,
empowered or authorized to perform any act with respect to the authentication
and issuance of the Notes, or their transfer, other than the authentication and
issuance of Notes upon original issue or in cases of Notes mutilated, destroyed,
lost or stolen, such act may be performed by the authenticating agent and
co-registrar, notwithstanding anything in this Indenture to the contrary.
Whenever, pursuant to this Indenture, the Trustee is obligated, empowered or
authorized to perform any act with respect to payment of the principal of (and
premium, if any) or interest on the Notes, such acts may be performed by the
Paying Agent, notwithstanding anything in this Indenture to the contrary.

                  The Company covenants that whenever necessary to avoid or fill
a vacancy in the office of authenticating agent, co-registrar and Paying Agent,
the Company will appoint a successor authenticating agent, co-registrar and
Paying Agent so that there shall, at all times that the Notes are listed for
trading on the New York Stock Exchange, be one or more offices or agencies in
the Borough of Manhattan, City of New York, State of New York, acceptable to the
New York Stock Exchange, where Notes may be presented or surrendered for payment
and where Notes may be surrendered for registration of transfer or exchange.

                  In case, at the time of the appointment of a successor to the
authenticating agent, any of the Notes shall have been authenticated but not
delivered, any such successor may adopt the certificate of authentication of the
original authenticating agent or of any successor to it as authenticating agent
hereunder, and deliver such Notes so authenticated; and in case at any time any
of the Notes shall not have been authenticated, any successor to the
authenticating agent by merger or consolidation may authenticate such securities
either in the name of its predecessor hereunder or in the name of the successor
authenticating agent; and in all such cases such certificate shall have the full
force which it is anywhere in the Notes or in this Indenture provided that the
certificate of authentication shall have.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depository with respect to the Global Notes. The Company
initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Note Custodian with respect to the Global Notes. The Company initially
appoints the Trustee to act as the Registrar and Paying Agent with respect to
the Certificated Notes.

         Section 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Noteholders or the Trustee all money held by the Paying Agent for the
payment of principal, interest or Liquidated Damages, if any, on the Notes
(whether such money has been paid to it by the Company or any other obligor on
the Notes), and will notify the Trustee of any default by the Company (or any
other obligor on the Notes) 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 Company at any time


                                       19
<PAGE>

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 a
subsidiary) shall have no further liability for the money. If the Company or a
subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Noteholders all money held by it as Paying Agent.

         Section 2.05.     NOTEHOLDER 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 Noteholders. If the Trustee is not the Registrar, the Company and
any other obligor shall furnish to the Trustee on or before each interest
payment date and at such other times as the Trustee may request in writing, but
in any event at least semi-annually, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Noteholders.

         Section 2.06.     TRANSFER AND EXCHANGE.

                  (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture and the procedures of
the Depository therefor, which shall include restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Beneficial interests in a Global Note may be transferred to persons who take
delivery thereof in the form of a beneficial interest in the same type of Global
Note in accordance with the transfer restrictions set forth in the legend in
subsection (g) of this Section 2.06. Transfers of beneficial interests in the
Global Notes to persons required to take delivery thereof in the form of an
interest in another type of Global Note shall be permitted as follows:

                           (i)      RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL
         NOTE. If, at any time, an owner of a beneficial interest in a Rule 144A
         Global Note deposited with the Depository (or the Note Custodian)
         wishes to transfer its interest in such Rule 144A Global Note to a
         person who is required or permitted to take delivery thereof in the
         form of an interest in a Regulation S Global Note, such owner shall,
         subject to the Applicable Procedures, exchange or cause the exchange of
         such interest for an equivalent beneficial interest in a Regulation S
         Global Note as provided in this Section 2.06(a)(i). Upon receipt by the
         Trustee of (1) instructions given in accordance with the Applicable
         Procedures from an Agent Member directing the Trustee to credit or
         cause to be credited a beneficial interest in the Regulation S Global
         Note in an amount equal to the beneficial interest in the Rule 144A
         Global Note to be exchanged, (2) a written order given in accordance
         with the Applicable Procedures containing information regarding the
         participant account of the Depository to be credited with such increase
         and (3) a certificate in the form of Exhibit B-1 hereto given by the
         owner of such beneficial interest stating that the transfer of such
         interest has been made in compliance with the transfer restrictions
         applicable to the Global Notes and pursuant to and in accordance with
         Rule 903 or Rule 904 of Regulation S, then the Trustee, as Registrar,
         shall instruct the Depository to reduce or cause to be reduced the
         aggregate principal amount at maturity of


                                       20
<PAGE>

         the applicable Rule 144A Global Note and to increase or cause to be
         increased the aggregate principal amount at maturity of the applicable
         Regulation S Global Note by the principal amount at maturity of the
         beneficial interest in the Rule 144A Global Note to be exchanged, to
         credit or cause to be credited to the account of the person specified
         in such instructions a beneficial interest in the Regulation S Global
         Note equal to the reduction in the aggregate principal amount at
         maturity of the Rule 144A Global Note, and to debit, or cause to be
         debited, from the account of the person making such exchange or
         transfer the beneficial interest in the Rule 144A Global Note that is
         being exchanged or transferred.

                           (ii)     REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL
         NOTE. If, at any time, an owner of a beneficial interest in a
         Regulation S Global Note deposited with the Depository (or the Note
         Custodian) wishes to transfer its interest in such Regulation S Global
         Note to a person who is required or permitted to take delivery thereof
         in the form of an interest in a Rule 144A Global Note, such owner
         shall, subject to the Applicable Procedures, exchange or cause the
         exchange of such interest for an equivalent beneficial interest in a
         Rule 144A Global Note as provided in this Section 2.06(a)(ii). Upon
         receipt by the Trustee of (1) written instructions from the Depository,
         directing the Trustee, as Registrar, to credit or cause to be credited
         a beneficial interest in the Rule 144A Global Note equal to the
         beneficial interest in the Regulation S Global Note to be exchanged,
         such instructions to contain information regarding the participant
         account with the Depository to be credited with such increase, (2) a
         written order given in accordance with the Applicable Procedures
         containing information regarding the participant account of the
         Depository and (3) a certificate in the form of Exhibit B-2 attached
         hereto given by the owner of such beneficial interest stating (A) if
         the transfer is pursuant to Rule 144A, that the person transferring
         such interest in a Regulation S Global Note reasonably believes that
         the person acquiring such interest in a Rule 144A Global Note is a QIB
         and is obtaining such beneficial interest in a transaction meeting the
         requirements of Rule 144A and any applicable blue sky or securities
         laws of any state of the United States, (B) that the transfer complies
         with the requirements of Rule 144 under the Securities Act and any
         applicable blue sky or securities laws of any state of the United
         States or (C) if the transfer is pursuant to any other exemption from
         the registration requirements of the Securities Act, that the transfer
         of such interest has been made in compliance with the transfer
         restrictions applicable to the Global Notes and pursuant to and in
         accordance with the requirements of the exemption claimed, such
         statement to be supported by an Opinion of Counsel from the transferee
         or the transferor in form reasonably acceptable to the Company and to
         the Registrar, then the Trustee, as Registrar, shall instruct the
         Depository to reduce or cause to be reduced the aggregate principal
         amount at maturity of such Regulation S Global Note and to increase or
         cause to be increased the aggregate principal amount at maturity of the
         applicable Rule 144A Global Note by the principal amount at maturity of
         the beneficial interest in the Regulation S Global Note to be
         exchanged, and the Trustee, as Registrar, shall instruct the
         Depository, concurrently with such reduction, to credit or cause to be
         credited to the account of the person specified in such instructions a
         beneficial interest in the applicable Rule 144A Global Note equal to
         the reduction in the aggregate principal amount at maturity of such
         Regulation S Global


                                       21
<PAGE>

         Note and to debit or cause to be debited from the account of the person
         making such transfer the beneficial interest in the Regulation S Global
         Note that is being transferred.

                  (b) TRANSFER AND EXCHANGE OF CERTIFICATED NOTES. When
Certificated Notes are presented by a Holder to the Registrar with a request:

                           (x)      to register the transfer of the Certificated
                  Notes; or

                           (y)      to exchange such Certificated Notes for an
                  equal principal amount of Certificated Notes of other
                  authorized denominations,

the Registrar shall register the transfer or make the exchange as requested;
PROVIDED, HOWEVER, that the Certificated Notes presented or surrendered for
register of transfer or exchange:

                           (i)      shall be duly endorsed or accompanied by a
         written instruction of transfer in form satisfactory to the Registrar
         duly executed by such Holder or by such Holder's attorney, duly
         authorized in writing; and

                           (ii)     in the case of a Certificated Note that is a
         Transfer Restricted Security, such request shall be accompanied by the
         following additional information and documents, as applicable:

                                    (A) if such Transfer Restricted Security is
                  being delivered to the Registrar by a Holder for registration
                  in the name of such Holder, without transfer, or such Transfer
                  Restricted Security is being transferred to the Company, a
                  certification to that effect from such Holder (in
                  substantially the form of Exhibit B-3 hereto);

                                    (B) if such Transfer Restricted Security is
                  being transferred to a QIB in accordance with Rule 144A under
                  the Securities Act or pursuant to an exemption from
                  registration in accordance with Rule 144 under the Securities
                  Act or pursuant to an effective registration statement under
                  the Securities Act, a certification to that effect from such
                  Holder (in substantially the form of Exhibit B-3 hereto); or

                                    (C) if such Transfer Restricted Security is
                  being transferred in reliance on any other exemption from the
                  registration requirements of the Securities Act (including
                  Rule 904 thereunder), a certification to that effect from such
                  Holder (in substantially the form of Exhibit B-3 hereto) and
                  an Opinion of Counsel from such Holder or the transferee
                  reasonably acceptable to the Company and to the Registrar to
                  the effect that such transfer is in compliance with the
                  Securities Act.


                                       22
<PAGE>

                  (c) TRANSFER OF A BENEFICIAL INTEREST IN A RULE 144A GLOBAL
NOTE OR REGULATION S PERMANENT GLOBAL NOTE FOR A CERTIFICATED NOTE.

                           (i)      Any person having a beneficial interest in a
         Rule 144A Global Note or Regulation S Permanent Global Note may upon
         request, subject to the Applicable Procedures, exchange such beneficial
         interest for a Certificated Note. Upon receipt by the Trustee of
         written instructions or such other form of instructions as is customary
         for the Depository, from the Depository or its nominee on behalf of any
         person having a beneficial interest in a Rule 144A Global Note or
         Regulation S Permanent Global Note, and, in the case of a beneficial
         interest in a Transfer Restricted Security only, the following
         additional information and documents (all of which may be submitted by
         facsimile):

                                    (A) if such beneficial interest is being
                  transferred to the person designated by the Depository as
                  being the beneficial owner, a certification to that effect
                  from such person (in substantially the form of Exhibit B-4
                  hereto);

                                    (B) if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act or pursuant to an exemption from registration
                  in accordance with Rule 144 under the Securities Act or
                  pursuant to an effective registration statement under the
                  Securities Act, a certification to that effect from the
                  transferor (in substantially the form of Exhibit B-4 hereto);
                  or

                                    (C) if such beneficial interest is being
                  transferred in reliance on any other exemption from the
                  registration requirements of the Securities Act (including
                  Rule 904 thereunder), a certification to that effect from the
                  transferor (in substantially the form of Exhibit B-4 hereto)
                  and an Opinion of Counsel from the transferee or the
                  transferor reasonably acceptable to the Company and to the
                  Registrar to the effect that such transfer is in compliance
                  with the Securities Act,

in which case the Trustee or the Note Custodian, at the direction of the
Trustee, shall, in accordance with the standing instructions and procedures
existing between the Depository and the Note Custodian, cause the aggregate
principal amount of Rule 144A Global Notes or Regulation S Permanent Global
Notes, as applicable, to be reduced accordingly and, following such reduction,
the Company shall execute and the Trustee shall authenticate and deliver to the
transferee a Certificated Note in the appropriate principal amount.

                           (ii)     Certificated Notes issued in exchange for a
         beneficial interest in a Rule 144A Global Note or Regulation S
         Permanent Global Note, as applicable, pursuant to this Section 2.06(c)
         shall be registered in such names and in such authorized denominations
         as the Depository, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Trustee. The Trustee
         shall deliver such Certificated Notes to the persons in whose names
         such Notes are so registered. Following any such issuance of
         Certificated Notes, the Trustee, as Registrar, shall instruct


                                       23
<PAGE>

         the Depository to reduce or cause to be reduced the aggregate principal
         amount at maturity of the applicable Global Note to reflect the
         transfer.

                  (d) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL NOTES.
Notwithstanding any other provision of this Indenture (other than the provisions
set forth in subsection (f) of this Section 2.06), a Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository,
or by a nominee of the Depository to the Depository or another nominee of the
Depository, or by the Depository or any such nominee to a successor Depository
or a nominee of such successor Depository.

                  (e) TRANSFER AND EXCHANGE OF A CERTIFICATED NOTE FOR A
BENEFICIAL INTEREST IN A GLOBAL NOTE. Holders of Certificated Notes may offer,
resell, pledge or otherwise transfer such Notes only pursuant to an effective
registration statement under the Securities Act, inside the United States to a
QIB in a transaction meeting the requirements of Rule 144A, in a transaction
meeting the requirements of Rule 144 under the Securities Act, outside the
United States in a transaction meeting the requirements of Rule 904 under the
Securities Act or to the Company, in each case in compliance with any applicable
securities laws of any State of the United States or any other applicable
jurisdiction.

                  When Certificated Notes are presented by a Holder to the
Registrar with a request (x) to register the transfer of the Certificated Notes
or (y) to exchange such Certificated Notes for an equal principal amount of
Certificated Notes of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transactions are met; PROVIDED, HOWEVER, that the Certificated Notes
presented or surrendered for register of transfer or exchange:

                           (i)      shall be duly endorsed or accompanied by a
         written instruction of transfer in form satisfactory to the Registrar
         duly executed by such Holder or by his attorney, duly authorized in
         writing, which instructions, if applicable, shall direct the Trustee
         (A) to cancel any Certificated Note being exchanged for another
         Certificated Note or a beneficial interest in a Global Note in
         accordance with Section 2.11 hereof, and (B) to make, or to direct the
         Registrar to make, an endorsement on the appropriate Global Note to
         reflect an increase in the aggregate principal amount of the Notes
         represented by such Global Note; and

                           (ii)     such request shall be accompanied by the
         following additional information and documents, as applicable:

                                    (A) if such Certificated Note is being
                  delivered to the Registrar by a Holder for registration in the
                  name of such Holder, without transfer, a certification to that
                  effect from such Holder (in substantially the form of Exhibit
                  B-5 hereto); or

                                    (B) if such Certificated Note is being
                  transferred to a QIB in accordance with Rule 144A, pursuant to
                  Rule 144 under the Securities Act or pursuant to an exemption
                  from registration in accordance with Rule 904 under the


                                       24
<PAGE>

                  Securities Act or pursuant to an effective registration
                  statement under the Securities Act, a certification to that
                  effect from such Holder (in substantially the form of Exhibit
                  B-5 hereto).

                  (f) AUTHENTICATION OF CERTIFICATED NOTES IN ABSENCE OF
DEPOSITORY. If at any time:

                           (i)      the Depository for the Notes notifies the
         Company that the Depository is unwilling or unable to continue as
         Depository for the Global Notes and a successor Depository for the
         Global Notes is not appointed by the Company within 90 days after
         delivery of such notice; or

                           (ii)     the Company delivers to the Trustee an
         Officers' Certificate or an order signed by two Officers of the Company
         notifying the Trustee that it elects to cause the issuance of
         Certificated Notes under this Indenture,

then the Company shall execute, and the Trustee shall, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, authenticate and
deliver, Certificated Notes in an aggregate principal amount equal to the
principal amount of the Global Notes in exchange for such Global Notes.

                  (g) LEGENDS.

                           (i) Except as permitted by the following paragraphs
         (ii), (iii) and (iv), each Note certificate evidencing Global Notes and
         Certificated Notes (and all Notes issued in exchange therefor or
         substitution thereof) shall bear a legend in substantially the
         following form (each a "Transfer Restricted Security"):

                  "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
                  ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
                  UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933
                  (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY
                  NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
                  OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
                  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
                  NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
                  PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
                  EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT
                  (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
                  TRANSFERRED, ONLY (1) (A) INSIDE THE UNITED STATES TO A PERSON
                  WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
                  SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144A, OR IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES
                  ACT, OR PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION


                                       25
<PAGE>

                  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
                  OF COUNSEL IF THE COMPANY SO REQUESTS), (B) TO THE COMPANY,
                  (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
                  SECURITIES ACT OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN
                  ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
                  THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
                  THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
                  NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE
                  RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

                           (ii)     Upon any sale or transfer of a Transfer
         Restricted Security (including any Transfer Restricted Security
         represented by a Global Note) pursuant to Rule 144 under the Securities
         Act or pursuant to an effective registration statement under the
         Securities Act:

                                    (A) in the case of any Transfer Restricted
                  Security that is a Certificated Note, the Registrar shall
                  permit the Holder thereof to exchange such Transfer Restricted
                  Security for a Certificated Note that does not bear the legend
                  set forth in (i) above and rescind any restriction on the
                  transfer of such Transfer Restricted Security upon receipt of
                  a certification from the transferring Holder substantially in
                  the form of Exhibit B-4 hereto; and

                                    (B) in the case of any Transfer Restricted
                  Security represented by a Global Note, such Transfer
                  Restricted Security shall not be required to bear the legend
                  set forth in (i) above, but shall continue to be subject to
                  the provisions of Section 2.06(a) and (b) hereof; PROVIDED,
                  HOWEVER, that with respect to any request for an exchange of a
                  Transfer Restricted Security that is represented by a Global
                  Note for a Certificated Note that does not bear the legend set
                  forth in (i) above, which request is made in reliance upon
                  Rule 144, the Holder thereof shall certify in writing to the
                  Registrar that such request is being made pursuant to Rule 144
                  (such certification to be substantially in the form of Exhibit
                  B-4 hereto).

                           (iii)    Upon any sale or transfer of a Transfer
         Restricted Security (including any Transfer Restricted Security
         represented by a Global Note) in reliance on any exemption from the
         registration requirements of the Securities Act (other than exemptions
         pursuant to Rule 144A or Rule 144 under the Securities Act) in which
         the Holder or the transferee provides an Opinion of Counsel to the
         Company and the Registrar in form and substance reasonably acceptable
         to the Company and the Registrar (which Opinion of Counsel shall also
         state that the transfer restrictions contained in the legend are no
         longer applicable):


                                       26
<PAGE>

                                    (A) in the case of any Transfer Restricted
                  Security that is a Certificated Note, the Registrar shall
                  permit the Holder thereof to exchange such Transfer Restricted
                  Security for a Certificated Note that does not bear the legend
                  set forth in (i) above and rescind any restriction on the
                  transfer of such Transfer Restricted Security; and

                                    (B) in the case of any Transfer Restricted
                  Security represented by a Global Note, such Transfer
                  Restricted Security shall not be required to bear the legend
                  set forth in (i) above, but shall continue to be subject to
                  the provisions of Section 2.06(a) and (b) hereof.

                           (iv)     Notwithstanding the foregoing, upon
         consummation of the Exchange Offer in accordance with the Registration
         Rights Agreement, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate Series B Notes in exchange for Series A
         Notes accepted for exchange in the Exchange Offer, which Series B Notes
         shall not bear the legend set forth in (i) above, and the Registrar
         shall rescind any restriction on the transfer of such Series B Notes,
         in each case unless the Holder of such Series A Notes is either (A) a
         broker-dealer who purchased such Transfer Restricted Security directly
         from the Company to resell pursuant to Rule 144A or any other available
         exemption under the Securities Act, (B) a person participating in the
         distribution (within the meaning of the Securities Act) of the Series A
         Notes or (C) a person who is an affiliate (as defined in Rule 144 of
         the Securities Act) of the Company.

                  (h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or cancelled, all Global Notes 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 an interest in another Global Note or
for Certificated Notes, redeemed, repurchased or cancelled, the principal amount
of Notes represented by such Global Note shall be reduced accordingly and an
endorsement shall be made on such Global Note, by the Trustee or the Note
Custodian, at the direction of the Trustee, to reflect such reduction.

                  (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                           (i)      To permit registrations of transfers and
         exchanges, the Company shall execute and the Trustee shall authenticate
         Certificated Notes and Global Notes at the Registrar's request.

                           (ii)     No service charge shall be made to a Holder
         for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 3.06, 4.12 and 9.05 hereof).


                                       27
<PAGE>

                           (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 Certificated Notes and Global Notes
         issued upon any registration of transfer or exchange of Certificated
         Notes or Global Notes shall be the valid obligations of the Company,
         evidencing the same debt, and entitled to the same benefits under this
         Indenture, as the Certificated Notes or Global Notes surrendered upon
         such registration of transfer or exchange.

                           (v)      The Company shall not be required:

                                    (A) to issue, to register the transfer of or
                  to exchange Notes during a period beginning at the opening of
                  business 15 days before the day of any selection of Notes for
                  redemption under Section 3.02 hereof and ending at the close
                  of business on the day of selection; or

                                    (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 a 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
         Company may deem and treat the person in whose name any Note is
         registered as the absolute owner of such Note for the purpose of
         receiving payment of principal of and interest and Liquidated Damages,
         if any, on such Notes, and for all other purposes whatsoever, and
         neither the Trustee, any Agent nor the Company shall be affected by
         notice to the contrary.

                           (vii)    The Trustee shall authenticate Certificated
         Notes and Global Notes in accordance with the provisions of Section
         2.02 hereof.

                  The Registrar may rely on information set forth in a
certificate substantially in the form of Exhibit B-1, B-2, B-3, B-4 or B-5
hereto, and other certificates and opinions received pursuant to this Section
2.06 and, in the absence of receipt of such a certificate or opinion, shall not
be deemed to have knowledge of a transfer of an interest in a Global Security
absent actual knowledge of such transfer.

         Section 2.07.     REPLACEMENT NOTES.

                  If the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be provided which
is sufficient in the judgment of both to protect the Company, the


                                       28
<PAGE>

Trustee, any Agent or any authenticating agent from any loss which any of them
may suffer if a Note is replaced. The Company may charge for its expenses in
replacing a Note.

                  Every replacement Note is an additional obligation of the
Company and shall be entitled to the benefits of this Indenture.

         Section 2.08.     OUTSTANDING NOTES.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation and those described in this Section as not outstanding.

                  If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

                  If Notes are considered paid under Section 4.01, they cease to
be outstanding and interest on them ceases to accrue.

                  Subject to Section 2.09, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.

         Section 2.09.     TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company or any other obligor or an Affiliate of the Company or any other
obligor shall be considered as though they are 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 which the Trustee knows are so
owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to
be acquired by the Company or an Affiliate of the Company pursuant to an
exchange offer, tender offer or other agreement shall not be deemed to be owned
by the Company or an Affiliate of the Company until legal title to such Notes
passes to the Company or Affiliate, as the case may be.

         Section 2.10.     TEMPORARY NOTES.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes without charge to the Noteholders.

         Section 2.11.     CANCELLATION.

                  The Company 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 shall cancel all Notes surrendered for


                                       29
<PAGE>

registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of cancelled Notes as the Company directs. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to
the Trustee for cancellation. All cancelled Notes held by the Trustee shall be
destroyed and certification of their destruction delivered to the Company,
unless by a written order, signed by two Officers of the Company, the Company
shall direct that cancelled Notes be returned to it.

         Section 2.12.     DEFAULTED INTEREST.

                  If the Company fails to make a payment of interest on the
Notes, it shall pay such defaulted interest plus any interest payable on the
defaulted interest, if any, in any lawful manner. It may pay such defaulted
interest, plus any such interest payable on it, to the persons who are
Noteholders on a subsequent special record date. The Company shall fix any such
record date and payment date. At least 15 days before any such record date, the
Company shall mail to Noteholders a notice that states the record date, payment
date and amount of such interest to be paid.

         Section 2.13.     CUSIP NUMBER.

                  The Company in issuing the Notes may use a "CUSIP" number
and if so the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders, PROVIDED that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes and that reliance may be placed
only on the other identification numbers printed on the Notes. The Company
shall promptly notify the Trustee of any change in the CUSIP number.

         Section 2.14.     EXCHANGE REGISTRATION.

                  In the event that the Company delivers to the Trustee a copy
of an order of effectiveness or a certification of the Company with respect to
such effectiveness with respect to the Exchange Offer, the Trustee shall, at the
Company's expense, notify the Holders of the receipt of such order of
effectiveness or certification and upon the request of any Holder shall exchange
such Holder's Series A Notes for Series B Notes upon the terms set forth in the
Exchange Offer.

                                   ARTICLE 3.
                                   REDEMPTION

         Section 3.01.     NOTICES TO TRUSTEE.

                  If the Company elects to redeem the Notes pursuant to the
optional redemption provisions of paragraph 5 of the Notes, it shall notify the
Trustee in writing of the redemption date and the principal amount of the Notes
to be redeemed.

                  The Company shall give each notice provided for in this
Section at least 60 days before the redemption date (unless a shorter notice
period shall be satisfactory to the Trustee);


                                       30
<PAGE>

PROVIDED, HOWEVER, that the Trustee shall have no liability to any Holder if it
deems such shorter notice period satisfactory to it.

         Section 3.02.     SELECTION OF NOTES TO BE REDEEMED.

                  Except as provided below, if less than all of the Notes are to
be redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed on a pro rata basis or by lot among the Holders of the Notes in
accordance with a method the Trustee considers fair and appropriate (in such
manner as complies with applicable legal and stock exchange requirements, if
any).

                  The amount of Notes shall be calculated as the aggregate
principal amount of Notes originally issued hereunder less the aggregate
principal amount of any Notes previously redeemed. The Trustee shall make the
selection not more than 60 days and not less than 30 days before the redemption
date from outstanding Notes not previously called for redemption.

                  The Trustee shall promptly notify the Company of the Notes or
portions of Notes to be called for redemption. The Trustee may select for
redemption portions of the principal of Notes that have denominations larger
than $1,000. Notes and portions of them it selects shall be in amounts of $1,000
or integral multiples of $1,000. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

         Section 3.03.     NOTICE OF REDEMPTION.

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail by first class mail, postage prepaid a notice of
redemption to each Holder whose Notes are to be redeemed at its address of
record.

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

                           (1)      the redemption date;

                           (2)      the redemption price;

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

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

                           (5)      that Notes called for redemption must be
         surrendered to the Paying Agent to collect the redemption price plus
         accrued interest;

                           (6)      that, unless the Company defaults in making
         the redemption payment, interest on Notes called for redemption ceases
         to accrue on and after the redemption date, and that if a Note is
         redeemed on or after an interest record date but on


                                       31
<PAGE>

         or prior to the related interest payment date, then any accrued and
         unpaid interest shall be paid to the person in whose name such Note was
         registered at the close of business on such record date; and

                           (7)      the paragraph of the Notes pursuant to which
         the Notes called for redemption are being redeemed.

                  At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.

         Section 3.04.     EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed, Notes called for
redemption become due and payable on the redemption date at the price set forth
in the Note. Unless the Company defaults in making the redemption payment, on
and after the redemption date, interest ceases to accrue on the Notes or the
portions of Notes called for redemption. 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 shall be paid to the person in whose name such
Note was registered at the close of business on such record date. If any Note
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest
from the redemption date at the rate borne by the Note.

         Section 3.05.     DEPOSIT OF REDEMPTION PRICE.

                  No later than 10:00 a.m. Eastern Time on the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent immediately
available funds sufficient to pay the redemption price of and accrued 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 Company any money not
required for that purpose.

         Section 3.06.     NOTES REDEEMED IN PART.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed portion of
the Note surrendered.

         Section 3.07.     MANDATORY DISPOSITION PURSUANT TO GAMING LAWS.

                  Notwithstanding any other provision of this Article 3, if a
record or beneficial owner of a Note is required by any Gaming Authority to be
found suitable, such owner shall apply for a finding of suitability within 30
days after request of such Gaming Authority. The applicant for a finding of
suitability must pay all costs of the investigation for such finding of
suitability. If a record or beneficial owner is required to be found suitable
and is not found suitable by such Gaming Authority, (i) such owner shall, upon
request of the Company, dispose of such owner's Notes within 30 days or within
that time prescribed by such Gaming Authority, whichever is earlier, or (ii) the
Company may, at its option, redeem such owner's Notes at the


                                       32
<PAGE>

lesser of (x) the principal amount thereof or (y) the price at which the Notes
were acquired by such owner, together with, in either case, accrued and unpaid
interest and Liquidated Damages, if any, thereon to the date of the finding of
unsuitability by such Gaming Authority.

                                   ARTICLE 4.
                                    COVENANTS

         Section 4.01.     PAYMENT OF NOTES.

                  The Company shall pay the principal of and interest on the
Notes on the dates and in the manner provided in the Notes. Principal and
interest shall be considered paid on the date due if the Paying Agent (other
than the Company or any Subsidiary or Affiliate of the Company) holds on that
date money in immediately available funds designated for and sufficient to pay
all principal and interest then due. The Company 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.

                  To the extent lawful, the Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
(i) overdue principal at the rate borne by the Notes compounded semiannually;
and (ii) overdue installments of interest and Liquidated Damages (without regard
to any applicable grace period) at the same rate, compounded semiannually.

         Section 4.02.     SEC REPORTS, FINANCIAL REPORTS.

                  The Company shall file with the Trustee and shall provide
Holders within 15 days after it files them with the SEC copies of the quarterly
and annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company files with the SEC pursuant to Sections
13(a) and 13(c) or 15(d) of the Exchange Act. The Company will continue to file
with the SEC and the Trustee, and to provide to Holders, on the same timely
basis such reports, information and other documents as the Company would be
required to file with the SEC as if the Company were subject to the requirements
of such Sections 13(a) and 13(c) or 15(d) of the Exchange Act, notwithstanding
that the Company may no longer be subject to Section 13(a) and 13(c) or 15(d) of
the Exchange Act and that the Company would be entitled not to file such
reports, information and other documents with the SEC. In addition, if the
Company has any Unrestricted Subsidiaries at such time, it shall also file with
the Trustee, and provide to the Holders, on the same timely basis, all quarterly
and annual financial statements (which statements may be unaudited) that would
be required by Forms 10-Q and 10-K if the Company did not have such Unrestricted
Subsidiaries.

                  The Company also shall comply with the provisions of TIA
Section 314(a). The Company shall timely comply with its reporting and filing
obligations under applicable federal securities law. For so long as any Transfer
Restricted Securities remain outstanding, the Company shall furnish to the
Holders and to prospective purchasers of the Notes designated by the Holders of
Transfer Restricted Securities, upon their request, the information required to
be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


                                       33
<PAGE>

         Section 4.03.     COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company (which currently is December
31), an Officers' Certificate stating that a review of the activities of the
Company and its subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge) and that to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes are prohibited, or if such event has occurred,
a description of the event.

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants or to
a written policy adopted by the Company's independent public accountants which
has been previously applied (a copy of which shall be delivered to the Trustee),
the audited financial statements delivered pursuant to Section 4.02 shall be
accompanied by a written statement of the Company's independent public
accountants (which shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements
nothing has come to their attention which would lead them to believe that the
Company has violated any provisions of Article 4 or 5 of this Indenture or, if
any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any person for any failure to obtain knowledge of any such
violation.

                  (c) The Company will, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon becoming aware of (i) any
Default or Event of Default in the performance of any covenant, agreement or
condition contained in this Indenture or (ii) any event of default under any
other mortgage, indenture or instrument governing other Indebtedness of the
Company aggregating in excess of $5,000,000, an Officers' Certificate specifying
such Default, Event of Default or default.

         Section 4.04.     STAY, EXTENSION AND USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it will 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, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
has been enacted.


                                       34
<PAGE>

         Section 4.05.     RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS.

                  Unless the Notes are rated the Required Rating (during which
such time this Section 4.05 will not be in effect), the Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly:

                           (i)      declare or pay any dividend on, or make any
         distribution in respect of, or purchase, redeem or retire for value,
         any Capital Stock of the Company or of any Restricted Subsidiary, other
         than, in the case of the Company, through the issuance (as a dividend
         or stock split thereon or in exchange therefor) solely of the Company's
         own Capital Stock (excluding Exchangeable Stock or Redeemable Stock)
         and, in the case of a Restricted Subsidiary, with respect to shares of
         its Capital Stock that are owned solely by the Company or a
         wholly-owned Restricted Subsidiary;

                           (ii)     make any principal payment on, or redeem,
         repurchase, defease or otherwise acquire or retire for value, prior to
         scheduled principal payment or maturity, Subordinated Indebtedness; or

                           (iii)    incur, create, assume or suffer to exist any
         guarantee of Indebtedness of, or make any loan or advancement to, or
         other investment in, any Affiliate or Related Person of the Company or
         a Restricted Subsidiary, other than the Company or a Restricted
         Subsidiary;

(such payments or any other actions described in clauses (i) and (ii), a
"Restricted Payment," and in clause (iii), a "Restricted Investment"), unless:

                                    (A) at the time of and after giving effect
                  to the proposed Restricted Payment or Restricted Investment,
                  no Event of Default (and no event that, after notice or lapse
                  of time, or both, would become an Event of Default) shall have
                  occurred and be continuing; and

                                    (B) at the time of and after giving effect
                  to the proposed Restricted Payment or Restricted Investment
                  (the value of which, if in a form other than cash, shall be
                  determined in good faith by the Board of Directors, whose
                  determination shall be conclusive and evidenced by a board
                  resolution), the aggregate amount of all Restricted Payments
                  and Restricted Investments declared or made after June 2,
                  1993, shall not exceed the sum of, without duplication,

                           (1) 50% of the cumulative Consolidated Net Income of
         the Company (or if such cumulative Consolidated Net Income shall be a
         loss, 100% of such loss) accrued after June 2, 1993;

                           (2) an amount equal to the Net Proceeds received by
         the Company from the issuance and sale (other than to a Subsidiary)
         after June 2, 1993 of Capital Stock (excluding Exchangeable Stock,
         Redeemable Stock and Capital Stock issued in exchange


                                       35
<PAGE>

         for previously outstanding shares of Capital Stock if such exchange did
         not constitute a Restricted Payment);

                           (3) $15,000,000; and

                           (4) an amount equal to 50% of any dividends received
         by and 100% of any Restricted Investments which are returned or repaid
         to (in each case, to the extent not included in Consolidated Net Income
         of the Company) the Company or a wholly-owned Restricted Subsidiary
         after the date of the Indenture from an Unrestricted Subsidiary of the
         Company;

PROVIDED, HOWEVER, that Net Proceeds received from the sale of the stock of
PSHC, BSI, TSI, SSI, KCSC, SCRSI, SGSI or SWSI, or any successor or assignee
thereof, by the Company shall not be included in clause (2) above.

                  For purposes of any calculation pursuant to the preceding
sentence which is required to be made within 60 days after the declaration of a
dividend by the Company or any Subsidiary, such dividend shall be deemed to be
paid at the date of declaration, and the subsequent payment of such dividend
during such 60-day period shall not be treated as an additional Restricted
Payment.

                  Notwithstanding the foregoing, the provisions of this Section
4.05 will not prevent the following Restricted Payments or Restricted
Investments: (a) payment of any dividend within 60 days after the date of its
declaration if at the date of declaration such payment would be permitted by
this Section; (b) Restricted Investments, which together with all other
Restricted Investments since June 2, 1993, do not exceed $20,000,000 in the
aggregate, provided that after giving effect to each such Restricted Investment
(as if it had occurred on the first day of such period) the pro forma
Consolidated Coverage Ratio of the Company, calculated cumulatively for the four
most recent consecutive fiscal quarters of the Company and ending prior to the
date of the latest Restricted Investment, shall be greater than 2.00 to 1.00;
(c) the redemption or repurchase of any Capital Stock or Indebtedness of the
Company or any of its Restricted Subsidiaries solely to the extent required by
any Gaming Authority or, if determined in the good faith judgment of the Board
of Directors of the Company, to prevent the loss or to secure the grant or
establishment of any gaming license or other right to conduct lawful gaming
operations; and (d) so long as no Default or Event of Default has occurred and
is continuing, the incurrence, creation, assumption or suffering to exist of any
Qualified Guarantee, provided that, with respect to this clause (d), the amounts
available to make Restricted Payments or Restricted Investments pursuant to
clause (B) above shall be reduced only by the amount that becomes due on the
Indebtedness that is guaranteed in accordance with the terms of such
Indebtedness and that is paid by the Company or any of its Restricted
Subsidiaries, and, if and for so long as an event of default occurs and is
continuing with respect to such Indebtedness, by the entire aggregate principal
amount of such Indebtedness then outstanding.

                  The Board of Directors may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if such designation would not cause a Default;
PROVIDED that in no event shall the business currently operated by PSHC, BSI,
SCRSI, TSI, SGSI or SWSI, or the business


                                       36
<PAGE>

operated by KCSC (or its Affiliates) at the Station Casino Kansas City property
located in Kansas, City, Missouri, be transferred to or held by an Unrestricted
Subsidiary. For purposes of making such determination, all outstanding
investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated will be deemed to be Restricted
Payments at the time of such designation and will reduce the amount available
for Restricted Payments under this Section 4.05. All such outstanding
investments will be deemed to constitute investments in an amount equal to the
fair market value of such investments at the date of such designation. Such
designation will only be permitted if such Restricted Payment would be permitted
at such time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary.

                  Prior to making any Restricted Payment or Restricted
Investment, the Company will deliver to the Trustee an Officers' Certificate
(dated the date of such proposed payment or investment) stating (i) that such
proposed payment or investment will be in compliance with this Section 4.05 and
(ii) no Default or Event of Default under this Indenture has occurred or will
occur as a result of such proposed payment or investment.

         Section 4.06.     LIMITATION ON INDEBTEDNESS.

                  Unless the Notes are rated the Required Rating (during which
such time this Section 4.06 will not be in effect), the Company will not, and
will not permit any of its Subsidiaries to, directly or indirectly, create,
incur, issue, assume, guarantee, or otherwise in any manner become liable,
directly or indirectly, with respect to any Indebtedness, except, without
duplication, for (i) the incurrence by the Company's Unrestricted Subsidiaries
of Qualified Non-Recourse Debt, PROVIDED, HOWEVER, that if any such Indebtedness
ceases to be Qualified Non-Recourse Debt of an Unrestricted Subsidiary, such
event shall be deemed to constitute an incurrence of Indebtedness by a
Restricted Subsidiary of the Company; (ii) FF&E Financing incurred by the
Company or its Restricted Subsidiaries, (iii) the Notes, (iv) the Existing
Senior Subordinated Notes, (v) provided no Event of Default shall have occurred
and be continuing, other Indebtedness of the Company and its Restricted
Subsidiaries in an amount not to exceed $15,000,000 in aggregate principal
amount, (vi) additional Indebtedness of the Company and its Restricted
Subsidiaries, if at the time of the incurrence of such Indebtedness, the pro
forma Consolidated Coverage Ratio of the Company, calculated cumulatively for
the four most recent consecutive fiscal quarters of the Company and ending prior
to the date of incurrence (the "Reference Period"), is not less than 2.00 to
1.00, after giving effect to (A) the incurrence of such Indebtedness as if such
Indebtedness was incurred at the beginning of the Reference Period and (if
applicable) the application of the net proceeds thereof to refinance other
Indebtedness as if the application of such proceeds occurred at the beginning of
the Reference Period and, (B) the acquisition or disposition of any company or
business acquired or disposed of by the Company or any Restricted Subsidiary
since the first day of the Reference Period, including any acquisition or
disposition which will be consummated contemporaneously with the incurrence of
such Indebtedness, as if such acquisition or disposition occurred at the
beginning of the Reference Period, (vii) Permitted Refinancing Indebtedness,
(viii) Indebtedness incurred under the Bank Facility not to exceed the greater
of (A) $200 million or (B) 1.5 times Operating Cash Flow calculated cumulatively
for the four most recent consecutive fiscal quarters of the Company


                                       37
<PAGE>

immediately preceding the date on which such Indebtedness is incurred, provided
that the exception in this clause (viii) shall not be applicable to any
Indebtedness incurred in refinancing the Bank Facility if the managing agent for
the lenders of such refinancing Indebtedness is a person other than a banking
institution with over $500 million in assets and subject to supervision and
examination by federal or state banking authorities, (ix) Interest Rate
Protection Agreements of the Company or any Restricted Subsidiary covering
solely Indebtedness of the Company or any Restricted Subsidiary which is
otherwise permitted to be incurred pursuant to this paragraph, (x) Indebtedness
to the Company or a wholly-owned Restricted Subsidiary or (xi) to the extent
that such incurrence does not result in the incurrence by the Company or any
Restricted Subsidiary of any obligation for the payment of borrowed money of
others, Indebtedness incurred solely as a result of the execution by the Company
or its Restricted Subsidiaries of a Completion Guarantee and Keep-Well
Agreement.

                  For purposes of determining compliance with this covenant, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Indebtedness described in clauses (i) through (xi) of the
first paragraph of this covenant, the Company will, in its sole discretion,
classify such item of Indebtedness in any manner that complies with this
covenant and such item of Indebtedness will be treated as having been incurred
pursuant to only one of such clauses. The Company may reclassify such
Indebtedness from time to time in its sole discretion.

         Section 4.07.     LIMITATION ON CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES.

                  The Company will not permit any Restricted Subsidiary to issue
any Capital Stock to any person (other than to the Company or any wholly-owned
Restricted Subsidiary) that shall entitle the holder of such Capital Stock to a
preference in right of payment in the event of liquidation, dissolution or
winding-up of such Restricted Subsidiary or with respect to dividends of such
Restricted Subsidiary.

         Section 4.08.     CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each
Subsidiary, if any, in accordance with the respective organizational documents
of each Subsidiary and the rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any Subsidiary, if the Board
of Directors of the Company shall determine in good faith, which determination
shall be evidenced by a board resolution, that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries taken as a whole and that the loss thereof is not adverse in any
material respect to the Holders.

         Section 4.09.     TAXES.

                  The Company shall, and shall cause each of its subsidiaries
to, pay prior to delinquency all taxes, assessments and governmental levies,
except as contested in good faith


                                       38
<PAGE>

and by appropriate proceedings or where the failure to pay would not have a
material adverse effect on the Company and its Subsidiaries taken as a whole.

         Section 4.10.     INVESTMENT COMPANY ACT.

                  The Company shall not become an investment company subject to
registration under the Investment Company Act of 1940, as amended.

         Section 4.11.     LIMITATION ON TRANSACTIONS WITH AFFILIATES.

                  Unless the Notes are rated the Required Rating (during which
such time this Section 4.11 will not be in effect), the Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, conduct
any business or enter into any transaction or series of related transactions
(including the purchase, sale, lease or exchange of any property or the
rendering of any service), pursuant to which the Company or any Restricted
Subsidiary shall receive or render value exceeding $1,000,000, with any
Affiliate or Related Person of the Company or of the Existing Equity Holders
(other than the Company or a wholly-owned Restricted Subsidiary of the Company),
unless (i) the terms of such business, transaction or series of related
transactions are (A) set forth in writing and (B) fair and reasonable to the
Company or such Restricted Subsidiary, and no less favorable to the Company or
such Restricted Subsidiary, as the case may be, as terms that would be
obtainable at the time for a comparable transaction or series of related
transactions with an unrelated third person and (ii) the disinterested directors
of the Board of Directors of the Company have, by resolution, determined in good
faith that such business or transaction or series of related transactions meets
the criteria set forth in (i) (B) above, which determination shall be conclusive
and (iii) with respect to any transaction or series of related transactions
otherwise permitted under this paragraph pursuant to which the Company or any
Restricted Subsidiary shall receive or render value exceeding $15,000,000, such
transaction or series of related transactions shall not be permitted unless,
prior to consummation thereof, the Company shall have received an opinion, from
an independent nationally recognized firm experienced in the appraisal or
similar review of similar types of transactions, that such transaction or series
of related transactions is on terms which are fair, from a financial point of
view, to the Company or such Restricted Subsidiary. Notwithstanding the
foregoing, the Company or any of its Restricted Subsidiaries shall be entitled
to provide management services to an Unrestricted Subsidiary whose sole purpose
is to develop, construct and operate a new gaming facility, provided that the
Company or such Restricted Subsidiary, as the case may be, is reimbursed by the
Unrestricted Subsidiary for all costs and expenses (including without limitation
payroll) it incurs in providing such services.

         Section 4.12.     CHANGE OF CONTROL AND RATING DECLINE.

                  Upon the occurrence of a Change of Control Triggering Event,
each Holder shall have the right to require that the Company repurchase all or
any part of such Holder's Notes at a repurchase price in cash (the "Repurchase
Price") equal to 101% of the principal amount thereof, plus Liquidated Damages,
if any, and accrued interest to the date of repurchase.


                                       39
<PAGE>

                  Within 30 days following the date of a Change of Control
Triggering Event, the Company shall mail a notice to each Holder at its last
registered address, with a copy to the Trustee, of the Company's offer to
repurchase (the "Repurchase Offer") Notes pursuant to this Section 4.12. The
Repurchase Offer shall remain open from the time of mailing of such notice until
the repurchase date (which shall be no earlier than 30 days nor later than 60
days from the date of such mailing) (the date on which the Repurchase Offer
closes being the "Repurchase Date"). The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Repurchase Offer. The notice, which shall govern the terms of the Repurchase
Offer, shall state:

                           (i)      that a Change of Control Triggering Event
         has occurred and that such Holder has the right to require the Company
         to repurchase all or any part of such Holder's Notes at a repurchase
         price in cash equal to 101% of the principal amount, plus accrued and
         unpaid interest and Liquidated Damages thereon, if any, to the date of
         repurchase thereof;

                           (ii)     the circumstances and relevant facts
         regarding such Change of Control Triggering Event (including
         information with respect to pro forma historical income, cash flow and
         capitalization after giving effect to such Change of Control Triggering
         Event);

                           (iii)    the Repurchase Date;

                           (iv)     that any Note not tendered will continue to
         accrue interest;

                           (v)      that, unless the Company defaults in paying
         the Repurchase Price, any Note accepted for payment pursuant to the
         Repurchase Offer shall cease to accrue interest from and after the
         Repurchase Date;

                           (vi)     that Holders electing to have a Note
         purchased pursuant to the Repurchase Offer will be required to
         surrender the Note, with the form entitled "Option of Holder to Elect
         Repurchase" on the reverse of the Note duly completed, to the Company
         at the address specified in the notice at least three Business Days
         prior to the Repurchase Date;

                           (vii)    that Holders will be entitled to withdraw
         their election if the Paying Agent receives, not later than three
         Business Days prior to the Repurchase Date, a telegram, telex,
         facsimile transmission or letter setting forth the name of the Holder,
         the principal amount of Notes the Holder delivered for repurchase and a
         statement that such Holder is withdrawing such Holder's election to
         have such Notes repurchased; and

                           (viii)   that Holders whose Notes are purchased only
         in part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered.

                  If any consent under the Bank Facility is necessary to permit
the Company to effect the Repurchase Offer, the Company will (i) repay in full
or offer to repay in full all


                                       40
<PAGE>

Indebtedness under the Bank Facility or (ii) obtain the requisite consent under
the Bank Facility; PROVIDED, HOWEVER, that the failure to repay such
Indebtedness or obtain such consent will not in any event excuse any failure by
the Company to perform its obligations under this Section 4.12.

                  On the Repurchase Date, the Company shall, to the extent
lawful, (i) accept for payment Notes or portions thereof tendered pursuant to
the Repurchase Offer and (ii) deliver to the Trustee Notes so tendered together
with an Officers' Certificate stating the Notes or portions thereof accepted for
payment by the Company. The Paying Agent shall promptly mail or deliver to
Holders of Notes so accepted payment in an amount equal to the Repurchase Price.
The Trustee shall promptly authenticate and mail or deliver to each Holder who
tendered a Note a new Note or Notes equal in principal amount to any untendered
portion of the Note surrendered. The Paying Agent shall invest funds deposited
with it pursuant to this Section 4.12 for the benefit of, and at the written
direction of, the Company to the Repurchase Date.

         Section 4.13.     LIMITATION ON DIVIDENDS AND OTHER PAYMENT
RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.

                  Unless the Notes are rated the Required Rating (during which
such time this Section 4.13 will not be in effect), the Company will not, and
will 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: (i) pay dividends or
make any other distribution on its Capital Stock or any other interest or
participation in, or measured by, its profits, or pay any interest or principal
due on Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted
Subsidiaries; or (iii) transfer any of its properties or assets to the Company
or any of its Restricted Subsidiaries, other than (a) any such encumbrance or
restriction imposed by any Gaming Authority, (b) any encumbrance or restriction
existing on July 7, 2000 contained in the Bank Facility relating to Indebtedness
that does not exceed the greater of (1) $200 million or (2) 1.5 times Operating
Cash Flow calculated cumulatively for the four most recent consecutive fiscal
quarters of the Company immediately preceding the date on which such
Indebtedness is incurred, (c) any encumbrance or restriction with respect to a
Restricted Subsidiary pursuant to an agreement relating to any Indebtedness
(other than Indebtedness incurred in anticipation of, as consideration in, or to
provide all or any portion of the funds utilized to consummate, the transaction
or series of related transactions pursuant to which such Restricted Subsidiary
became a Subsidiary of the Company) incurred by such Restricted Subsidiary on or
prior to the date on which such Restricted Subsidiary became a Restricted
Subsidiary of the Company and outstanding on such date; (d) any pledge by the
Company or a Restricted Subsidiary of the stock of an Unrestricted Subsidiary if
such pledge is made in connection with the incurrence of Qualified Non-Recourse
Debt by such Unrestricted Subsidiary; and (e) any encumbrance or restriction
pursuant to an agreement relating to Indebtedness issued to repay or amend
Indebtedness referred to in clause (b), (c) or (e) of this paragraph, PROVIDED,
HOWEVER, that any such encumbrance or restriction is no less favorable to the
Noteholders than encumbrances and restrictions contained in agreements relating
to the Indebtedness so repaid or amended, and PROVIDED FURTHER, that in the
event that Indebtedness is issued to repay or amend the Bank Facility, the
aggregate principal amount of such Indebtedness shall not exceed the


                                       41
<PAGE>

greater of (A) $200 million or (B) 1.5 times Operating Cash Flow calculated
cumulatively for the four most recent consecutive fiscal quarters of the Company
immediately preceding the date on which such Indebtedness is issued.

         Section 4.14.     RESTRICTION ON LAYERING DEBT.

                  The Company shall not incur any Indebtedness that is
subordinate or junior in right of payment to Senior Indebtedness and senior in
any respect in right of payment to the Notes.

                                   ARTICLE 5.
                                   SUCCESSORS

         Section 5.01.     WHEN COMPANY MAY MERGE, ETC.

                  The Company shall not consolidate with or merge with or into
any other entity (other than with a wholly-owned Restricted Subsidiary, provided
the Company is the continuing corporation) or sell, convey, assign, transfer,
lease or otherwise dispose of all or substantially all of its properties and
assets (determined on a consolidated basis for the Company and its Restricted
Subsidiaries taken as a whole) to any entity, unless:

                           (i)      either (a) the Company shall be the
         continuing corporation or (b) the entity (if other than the Company)
         formed by such consolidation or into which the Company is merged or the
         entity that acquires, by sale, conveyance, assignment, transfer, lease
         or disposition, all or substantially all of the properties and assets
         of the Company shall be a corporation, partnership or trust organized
         and validly existing under the laws of the United States or any state
         thereof or the District of Columbia, and shall expressly assume by a
         supplemental indenture the due and punctual payment of the principal of
         and premium, if any, and interest on all the Notes and the performance
         and observance of every covenant of the Indenture on the part of the
         Company to be performed or observed;

                           (ii)     immediately thereafter, no Event of Default
         (and no event that, after notice or lapse of time, or both, would
         become an Event of Default) shall have occurred and be continuing;

                           (iii)    immediately after giving effect to any such
         transaction involving the incurrence by the Company or any Restricted
         Subsidiary, directly or indirectly, of additional Indebtedness (and
         treating any Indebtedness not previously an obligation of the Company
         or any of its Restricted Subsidiaries incurred in connection with or as
         a result of such transaction as having been incurred at the time of
         such transaction), the Company (if it is the continuing corporation) or
         such other entity could incur at least $1.00 of additional Indebtedness
         pursuant to Section 4.06(vi); and

                           (iv)     immediately thereafter, the Company (if it
         is the continuing corporation) or such other entity shall have a
         Consolidated Net Worth equal to or greater than the Consolidated Net
         Worth of the Company immediately prior to such transaction.


                                       42
<PAGE>

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

         Section 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01, the successor corporation formed by
such consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor person had been named
as the Company herein. When a successor corporation assumes all of the
obligations of the Company hereunder and under the Notes and agrees to be bound
hereby and thereby, the predecessor shall be released from such obligations.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

         Section 6.01.     EVENTS OF DEFAULT.

                  An "Event of Default" occurs if:

                  (a) the Company defaults in the payment of interest on any
Note when the same becomes due and payable and such Default continues for a
period of 30 days after the date due and payable, whether or not such payment is
prohibited by Article 10;

                  (b) the Company defaults in the payment of the principal of
any Note when the same becomes due and payable at maturity, upon optional
redemption of the Notes by the Company, upon exercise by the Holder of the
Repurchase Offer upon a Change of Control Triggering Event, upon declaration or
otherwise, whether or not such payment is prohibited by Article 10;

                  (c) the Company fails to observe, perform or comply with
Article 5;

                  (d) the Company fails to observe, perform or comply with any
of its other agreements or covenants in, or provisions of, the Notes or this
Indenture and such failure to observe, perform or comply continues for a period
of 60 days after receipt by the Company of notice of Default from the Trustee or
the Holders of at least 25% in principal amount of the Notes;

                  (e) the Company fails, after any applicable grace period, to
make any payment of principal of, premium in respect of, or interest on, any
Indebtedness when due, or any Indebtedness of the Company or any of its
Restricted Subsidiaries is accelerated because of a default and the aggregate
principal amount of such Indebtedness with respect to which any such


                                       43
<PAGE>

failure to pay or acceleration has occurred exceeds $10,000,000 or its foreign
currency equivalent;

                  (f) any encumbrance or restriction of the type described in
Section 4.13 becomes applicable to any Restricted Subsidiary;

                  (g) the Company or any Restricted Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

                                    (A) commences a voluntary case,

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

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

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

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

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

                                    (A) is for relief against the Company or any
                  Restricted Subsidiary in an involuntary case,

                                    (B) appoints a Custodian of the Company or
                  any Restricted Subsidiary or for all or substantially all of
                  the property of the Company or any Restricted Subsidiary, or

                                    (C) orders the liquidation of the Company or
                  any Restricted Subsidiary, and the order or decree remains
                  unstayed and in effect for 60 days;

                  (i) one or more judgments, orders or decrees are rendered
against the Company or any of its Restricted Subsidiaries in an aggregate amount
in excess of $10,000,000 (to the extent not covered by insurance) and are not
discharged for a period of 60 days during which a stay of enforcement of such
judgments, orders or decrees, by reason of a pending appeal or otherwise, is not
in effect; or

                  (j) any Gaming License of the Company or any of its Restricted
Subsidiaries is revoked, terminated or suspended or otherwise ceases to be
effective, resulting in the cessation or suspension of operation for a period of
more than 90 days of the casino business of any casino-hotel owned, leased or
operated directly or indirectly by the Company or any of its Restricted
Subsidiaries (other than any voluntary relinquishment of a Gaming License if
such relinquishment is, in the reasonable, good faith judgment of the Board of
Directors of the


                                       44
<PAGE>

Company, evidenced by a resolution of such Board, both desirable in the conduct
of the business of the Company and its Restricted Subsidiaries, taken as a
whole, and not disadvantageous in any material respect to the Holders).

                  The term "Bankruptcy Law" means title 11, U.S. Code or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

                  In the case of any Event of Default pursuant to the provisions
of this Section 6.01 occurring by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium which the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to paragraph 5 of the
Notes, an equivalent premium (or, in the event that the Company would not be
permitted to redeem the Notes pursuant to paragraph 5 of the Notes, the premium
payable on the first date thereafter on which such redemption would be
permissible) shall also become and be immediately due and payable to the extent
permitted by law, anything in this Indenture or in the Notes contained to the
contrary notwithstanding.

         Section 6.02.     ACCELERATION.

                  If an Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes by notice to the Company and the Trustee,
may declare the unpaid principal of and all accrued and unpaid interest,
Liquidated Damages, if any, and premium, if any, on the Notes to be immediately
due and payable. Upon such declaration, the principal, interest, Liquidated
Damages, if any, and premium, if any, shall be due and payable immediately. If
an Event of Default specified in clause (g) or (h) of Section 6.01 occurs, such
an amount 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. The Holders
of a majority in principal amount of the then outstanding Notes, by notice to
the Trustee, may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived, except non-payment of principal or interest
that has become due solely because of the acceleration.

         Section 6.03.     OTHER REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal or interest
on the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Noteholder 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.


                                       45
<PAGE>

         Section 6.04.     WAIVER OF PAST DEFAULTS.

                  The Holders of a majority in principal amount of the then
outstanding Notes, by notice to the Trustee, may waive an existing Default or
Event of Default and its consequences, except a continuing Default or Event of
Default in the payment of the principal of any Note.

         Section 6.05.     CONTROL BY MAJORITY.

                  The Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, that is unduly prejudicial to the
rights of other Noteholders, or would involve the Trustee in personal liability.

         Section 6.06.     LIMITATION ON SUITS.

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

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

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

                  (c) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of indemnity; and

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

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

         Section 6.07.     RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal of, Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note, or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the
consent of the Holder.


                                       46
<PAGE>

         Section 6.08.     COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing, the Trustee may recover judgment as permitted under
applicable law in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount of principal of,
Liquidated Damages, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and interest and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

         Section 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Noteholders allowed in any judicial proceedings relative to the
Company or any other obligor or their respective creditors or property. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Noteholder in any such proceeding.

         Section 6.10.     PRIORITIES.

                  Subject to Article 10 hereof, if the Trustee collects any
money pursuant to this Article, it shall pay out the money in the following
order:

<TABLE>

<S>                                 <C>
                  First:            to the Trustee for amounts due under Section 7.07;

                  Second:           to Noteholders 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,
                                    interest and Liquidated Damages, if any, respectively; and

                  Third:            to the  Company or any other  obligors  on the Notes,  as their  interests  may
                                    appear, or as a court of competent jurisdiction may direct.

</TABLE>

                  The Trustee may fix a record date and payment date for any
payment to Noteholders.

         Section 6.11.     UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the


                                       47
<PAGE>

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 6.07, or a suit by Holders of more than 10%
in principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                     TRUSTEE

         Section 7.01.     DUTIES OF TRUSTEE.

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

                  (b) Except during the continuance of an Event of Default:

                           (i)      The Trustee need perform only those duties
         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.

                           (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.

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

                           (i)      This paragraph does not limit the effect of
         paragraph (b) of this Section.

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

                           (iii)    The Trustee shall not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it pursuant to Section 6.05.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.


                                       48
<PAGE>

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

                  (g) None of the provisions of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if the Trustee reasonably believes that the repayment of
such funds or adequate indemnity against such risks or liability is not
reasonably assured to it.

         Section 7.02.     RIGHTS OF TRUSTEE.

                  (a) The Trustee may rely on, and shall be protected in acting
or refraining from acting upon, any document believed by it to be genuine and to
have been signed or presented by the proper person. 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 or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney.

                  (b) Before the Trustee acts or refrains from acting, 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.

                  (c) The Trustee may act through 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 which it believes to be authorized or within its
rights or powers.

         Section 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 7.10 and 7.11.


                                       49
<PAGE>

         Section 7.04.     TRUSTEE'S DISCLAIMER.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the
Company's use of the proceeds from the Notes, and it shall not be responsible
for any statement of the Company in the Indenture or any statement in the Notes
other than its authentication.

         Section 7.05.     NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing and
if it is actually known to the Trustee, the Trustee shall mail to Note holders a
notice 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 on any Note, the Trustee
may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of
Noteholders.

         Section 7.06.     REPORTS BY TRUSTEE TO HOLDERS.

                  Within 60 days after the reporting date stated in Section
11.10, the Trustee shall, to the extent required, mail to Noteholders a brief
report dated as of such reporting date that complies with TIA Section 313(a).
The Trustee also shall comply with TIA Section 313(b). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c).

                  Commencing at the time this Indenture is qualified under the
TIA, a copy of each report at the time of its mailing to Noteholders shall be
filed with the SEC and each stock exchange on which the Notes are listed of
which the Company has notified the Trustee in writing. The Company shall notify
the Trustee when the Notes are listed on any stock exchange.

         Section 7.07.     COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time upon
demand by the Trustee reasonable compensation established by the Trustee for its
services hereunder. The Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred by
it. Such expenses shall include the reasonable compensation and out-of-pocket
expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee against any loss or
liability incurred by it except as set forth in the next paragraph. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel, and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through gross negligence
or willful misconduct.


                                       50
<PAGE>

                  To secure the Company's payment obligations in this Section,
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.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         Section 7.08.     REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company. The Company may
remove the Trustee by notice to the Trustee if:

                           (1)      the Trustee fails to comply with Section
         7.10;

                           (2)      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;

                           (3)      a Custodian or public officer takes charge
         of the Trustee or its property; or

                           (4)      the Trustee becomes otherwise incapable of
         acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company and any other obligor 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 Company.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee (at the
expense of the Company), the Company 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 fails to comply with Section 7.10, any
Noteholder 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 Company. 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. The successor Trustee shall mail a notice of its


                                       51
<PAGE>

succession to Noteholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring trustee with respect to
expenses and liabilities incurred by it prior to such replacement.

         Section 7.09.     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.

         Section 7.10.     ELIGIBILITY; DISQUALIFICATION.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1). The Trustee shall always have a combined
capital and surplus as stated in Section 11.10. The Trustee is subject to TIA
Section 310(b), including the optional provision permitted by the proviso in the
second sentence of TIA Section 310(b).

         Section 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                  ARTICLE 8.
                            DISCHARGE OF INDENTURE

         Section 8.01.     TERMINATION OF COMPANY'S OBLIGATIONS.

                  This Indenture shall cease to be of further effect (except
that the Company's obligations under Sections 7.07 and 8.03, and application of
funds to the payment of Notes, shall survive) when all outstanding Notes
theretofore authenticated and issued have been delivered to the Trustee for
cancellation, and the Company has paid all sums payable hereunder. In addition,
the Company may terminate all of its obligations under this Indenture (except
the Company's obligations under Sections 7.07 and 8.03) if:

                           (1)      the Company irrevocably deposits in trust
         with the Trustee money or non-callable U.S. Government Obligations
         maturing as to principal and interest in such amounts and at such times
         as are sufficient, as certified by an Officers' Certificate, to pay
         principal of, Liquidated Damages, if any, and interest on the Notes to
         maturity or redemption, as the case may be, and to pay all other sums
         payable by it hereunder; and

                           (2)      the Company delivers to the Trustee an
         Opinion of Counsel satisfactory to the Trustee that the Holders of the
         Notes should not recognize income, gain or loss for federal income tax
         purposes as a result of the Company's exercise of its


                                       52
<PAGE>

         option under this Section 8.01 and will be subject to federal income
         tax on the same amount and in the same manner and at the same times as
         would have been the case if such option had not been exercised.

However, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
4.01, 7.07, 8.03 and 8.04 shall survive until the Notes are no longer
outstanding. Thereafter, only the Company's obligations in Sections 7.07 and
8.03 shall survive.

                  After a deposit made pursuant to this Section 8.01, the
Trustee upon request shall acknowledge in writing the discharge of the Company's
obligations under this Indenture, except for those surviving obligations
specified above.

                  "U.S. Government Obligations" means direct obligations of the
United States of America, or obligations unconditionally guaranteed by the
United States of America, for the payment of which the full faith and credit of
the United States of America is pledged. In order to have money available on a
payment date to pay principal of or interest on the Notes, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.

         Section 8.02.     APPLICATION OF TRUST MONEY.

                  The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
and interest and Liquidated Damages, if any, on the Notes.

         Section 8.03.     REPAYMENT TO COMPANY.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.

                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal of, Liquidated
Damages, if any, or interest on any Note that remains unclaimed for two years
after the date upon which such payment shall have become due; PROVIDED, HOWEVER,
that the Company shall have first caused notice of such payment to the Company
to be mailed to each Noteholder entitled thereto no less than 30 days prior to
such payment. After payment to the Company, Noteholders entitled to the money
must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.

         Section 8.04.     REINSTATEMENT.

                  If (i) the Trustee or Paying Agent is unable to apply any
money in accordance with Section 8.02 by reason of any order or judgment of any
court or governmental authority (other than any order of the Nevada Gaming
Commission restricting the payment of such money


                                       53
<PAGE>

to any particular Holder) enjoining, restraining or otherwise prohibiting such
application and (ii) the Holders of at least a majority in principal amount of
the then outstanding Notes so request by written notice to the Trustee, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01 until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02; PROVIDED, HOWEVER, that if the Company makes any
payment of principal of, Liquidated Damages, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the right of the Holders of such Notes to receive such payment from the money
held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                                   AMENDMENTS

         Section 9.01.     WITHOUT CONSENT OF HOLDERS.

                  The Company and the Trustee may amend this Indenture or the
Notes without the consent of any Noteholder:

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

                           (2)      to comply with Section 5.01;

                           (3)      to comply with any requirements of the SEC
         in connection with the qualification or requalification of this
         Indenture under the TIA;

                           (4)      to provide for uncertificated Notes in
         addition to certificated Notes; or

                           (5)      to make any change that does not adversely
         affect the rights hereunder of any Noteholder.

         Section 9.02.     WITH CONSENT OF HOLDERS.

                  Subject to Section 6.07, the Company and the Trustee may amend
this Indenture or the Notes with the written consent of the Holders of at least
a majority in principal amount of the then outstanding Notes. Subject to
Sections 6.04 and 6.07, the Holders of a majority in principal amount of the
Notes then outstanding may also waive compliance in a particular instance by the
Company with any provision of this Indenture or the Notes.

                  However, without the consent of each Noteholder affected, an
amendment or waiver under this Section may not:

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

                           (2)      reduce the rate of or change the time for
         payment of interest or Liquidated Damages, if any, on any Note;


                                       54
<PAGE>

                           (3)      the principal of or change the fixed
         maturity of any Note or alter the redemption provisions with respect
         thereto;

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

                           (5)      make any change in Section 6.04, 6.07 or
         9.02 (this sentence only); or

                           (6)      a default in the payment of the principal
         of, or Liquidated Damages, if any, or interest on, any Note.

                  To secure a consent of the Holders under this Section it shall
not be necessary for the Holders to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment or waiver under this Section becomes
effective, the Company shall mail to Noteholders a notice briefly describing the
amendment or waiver.

         Section 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

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

         Section 9.04.     REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note 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 his Note or portion of a Note if the Trustee receives notice
of revocation before the date on which the Trustee receives an Officers'
Certificate certifying that the Holders of the requisite principal amount of
Notes have consented to the amendment or waiver (or before such later date as
may be required by law or stock exchange rule).

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies), and only those
persons, shall be entitled to consent to such amendment or waiver or to revoke
any consent previously given, whether or not such persons continue to be Holders
after such record date. No consent shall be valid or effective for more than 90
days after such record date unless consents from Holders of the principal amount
of Notes required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

                  After an amendment or waiver becomes effective it shall bind
every Noteholder, unless it is of the type described in any of clauses (1)
through (6) of Section 9.02. In such case,


                                       55
<PAGE>

the amendment or waiver shall bind each Holder of a Note who has consented to it
and every subsequent Holder of a Note that evidences the same Indebtedness as
the consenting Holder's Note.

         Section 9.05.     NOTATION ON OR EXCHANGE OF NOTES.

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

         Section 9.06.     TRUSTEE PROTECTED.

                  The Trustee shall sign all supplemental indentures, except
that the Trustee need not sign any supplemental indenture that adversely affects
its rights. As a condition to executing or accepting any supplemental indenture,
the Trustee may request and rely on an Opinion of Counsel and an Officers'
Certificate stating that such supplemental indenture is permitted hereunder and
all conditions precedent have been complied with, in the form set forth in
Sections 11.04 and 11.05.

                                   ARTICLE 10.
                                  SUBORDINATION

         Section 10.01.    NOTES SUBORDINATED TO SENIOR INDEBTEDNESS.

                  The Company agrees, and each Holder by accepting a Note
agrees, that the Indebtedness evidenced by the Notes, including for all purposes
of this Article 10, all repurchase and redemption obligations with respect to
the Notes, is subordinated in right of payment, to the extent and in the manner
provided in this Article 10, to the prior payment in full of all existing and
future Senior Indebtedness and that the subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness, and authorizes and directs
the Trustee to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination as provided in this Article 10 and
appoints the Trustee as attorney-in-fact for any and all such purposes.

                  Only Indebtedness of the Company which is Senior Indebtedness
shall rank senior to the Notes in accordance with the provisions set forth
herein. This Article 10 shall remain in full force and effect as long as any
Senior Indebtedness is outstanding or any commitment to advance Senior
Indebtedness exists, assuming in the case of the Bank Facility that all
conditions precedent to any such advance could be satisfied.

         Section 10.02.    LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  Upon any payment or distribution, whether of cash, securities
or other property, to creditors of the Company in a liquidation (total or
partial), reorganization or dissolution of the Company, whether voluntary or
involuntary, or in a bankruptcy, reorganization, insolvency, receivership,
assignment for the benefit of creditors, marshalling of assets or similar
proceeding relating to the Company or its property:


                                       56
<PAGE>

                           (1)      holders of Senior Indebtedness shall be
         entitled to receive payment in full, in cash or cash equivalents, of
         such Senior Indebtedness before Holders shall be entitled to receive
         any payment of principal of, or interest or Liquidated Damages, if any,
         on, or any other distribution with respect to, the Notes; and

                           (2)      until the Senior Indebtedness is paid in
         full as provided in clause (1) above, any distribution to which Holders
         would be entitled but for this Article 10 shall be made to the holders
         of Senior Indebtedness as their interests may appear;

in each case except that Holders may receive shares of stock and debt securities
that are subordinated to Senior Indebtedness to at least the same extent and
pursuant to the same or more stringent terms as are the Notes.

                  Upon any distribution of assets of the Company referred to in
this Section 10.02, the Trustee and the Holders shall be entitled to rely upon
any order or decree of a court of competent jurisdiction in which such
bankruptcy, reorganization, insolvency, receivership, assignment for the benefit
of creditors, marshalling of assets or similar proceedings are pending, or a
certificate of the liquidating trustee or agent or other such person making any
distribution to the Trustee or to the Holders, for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of Senior
Indebtedness, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Section
10.02. The Trustee shall be entitled to rely on the delivery to it of a written
notice by a person representing himself to be a holder of Senior Indebtedness or
a Representative, as the case may be, to establish that such notice has been
given by a holder of Senior Indebtedness or a Representative, as the case may
be. In the event that the Trustee determines, in good faith, that further
evidence is required with respect to the right of any person, as a holder of
Senior Indebtedness, to participate in any payment or distribution pursuant to
this Section 10.02, the Trustee may request such person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such person, as to the extent to which such person is
entitled to participation in such payment or distribution and as to other facts
pertinent to the rights of such person under this Section 10.02, and, if such
evidence is not furnished, the Trustee may defer any payment to such person (or
to the Noteholder) pending judicial determination as to the right of such person
to receive such payment.

         Section 10.03.    DEFAULT ON SENIOR INDEBTEDNESS.

                  No direct or indirect payment by or on behalf of the Company
under the Notes shall be made if (i) any Designated Senior Indebtedness is not
paid when due or (ii) any other default on Designated Senior Indebtedness occurs
and in the case of this clause (ii) the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms, unless, in either
case, (x) the default has been cured or waived and any such acceleration has
been rescinded or (y) such Designated Senior Indebtedness has been paid in full;
PROVIDED, HOWEVER, that the Company may make any such direct or indirect payment
under the Notes without regard to the foregoing if the Company and the Trustee
receive written notice approving such payment from the Representative of such
Designated Senior Indebtedness. In addition, during the


                                       57
<PAGE>

continuance of any other event of default with respect to Designated Senior
Indebtedness pursuant to which the maturity of such Designated Senior
Indebtedness may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, upon the occurrence of (a) receipt by the Trustee of
written notice from the Representative with respect to, or the holders of at
least a majority in aggregate principal amount of, such Designated Senior
Indebtedness then outstanding or (b) if such event of default results from the
acceleration of the Notes, the date of such acceleration, no direct or indirect
payment may be made by the Company upon or in respect of the Notes for a period
(a "Payment Blockage Period") commencing on the earlier of the date of receipt
of such notice by the Trustee or the date of such acceleration and ending 180
days thereafter (unless such Payment Blockage Period shall be terminated by
written notice to the Trustee from such Representative or such holders). Not
more than one Payment Blockage Period in the aggregate may be commenced with
respect to the Notes during any period of 360 consecutive days, irrespective of
the number of defaults with respect to Senior Indebtedness during such period.
In no event will a Payment Blockage Period extend beyond 179 days from the date
such payment upon or in respect of the Notes was due, and there must be 180 days
in any 360-day period in which no Payment Blockage Period is in effect as to the
Company. For all purposes of this Section 10.03, no default or event of default
which existed or was continuing on the date of the commencement of the Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis for the
commencement of a subsequent Payment Blockage Period by the Representative or
requisite holders of such Designated Senior Indebtedness whether or not within a
period of 360 consecutive days unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

         Section 10.04.    WHEN DISTRIBUTION MUST BE PAID OVER.

                  In the event that the Company shall make any payment to the
Trustee pursuant to the Notes at a time when such payment is prohibited by
Section 10.02 or 10.03, such payment shall be held by the Trustee, in trust for
the benefit of, and shall be paid forthwith over and delivered to, the holders
of Senior Indebtedness (PRO RATA as to each of such holders on the basis of the
respective amounts of Senior Indebtedness held by them) or their
Representatives, as their respective interests may appear, for application to
the payment of all Senior Indebtedness remaining unpaid to the extent necessary
to pay all Senior Indebtedness in full in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness.

                  If a distribution is made to Holders that because of this
Article 10 should not have been made to them, the Holders who receive the
distribution shall hold it in trust for holders of Senior Indebtedness and pay
it over to them as their interests may appear.

         Section 10.05.    NOTICE BY COMPANY.

                  The Company shall promptly notify the Trustee and any Paying
Agent by an appropriate Officers' Certificate of the Company delivered to a
Trust Officer and the Paying


                                       58
<PAGE>

Agent of any facts known to the Company that would cause a payment under the
Notes of principal of or interest or Liquidated Damages, if any, on the Notes to
violate this Article 10, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness provided in this Article
10.

         Section 10.06.    SUBROGATION.

                  After all Senior Indebtedness is paid in full and all
commitments to advance Senior Indebtedness have been terminated, and until the
Notes are paid in full pursuant to the Notes and this Indenture or otherwise,
Holders shall be subrogated to the rights of holders of Senior Indebtedness to
receive distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to Holders have been applied to payment of
Senior Indebtedness. A distribution made under this Article 10 to holders of
Senior Indebtedness which otherwise would have been made to Holders is not, as
between the Company and the Holders, a payment by the Company on Senior
Indebtedness.

         Section 10.07.    RELATIVE RIGHTS.

                  This Article 10 defines the relative rights of Holders and
holders of Senior Indebtedness. Nothing in this Indenture (but subject to the
provisions of paragraph 5 of the Notes) shall:

                           (1)      impair, as between the Company and the
         Holders, the obligation of the Company, which is absolute and
         unconditional, to pay principal of and interest on the Notes in
         accordance with their terms;

                           (2)      affect the relative rights of Holders and
         creditors of the Company other than such creditors as are holders of
         Senior Indebtedness;

                           (3)      prevent the Trustee or any Holder from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders of Senior Indebtedness to receive
         distributions otherwise payable to Holders; or

                           (4)      create or imply the existence of any
         commitment on the part of the holders of Senior Indebtedness to extend
         credit to the Company, other than as set forth in the terms governing
         such Senior Indebtedness.

         Section 10.08.    SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

                  No right of any present or future holder of Senior
Indebtedness to enforce the subordination of the Indebtedness evidenced by the
Notes and this Article 10 shall be impaired by any act or failure to act by the
Company or anyone in custody of its assets or property or by its failure to
comply with this Indenture.


                                       59
<PAGE>

         Section 10.09.    DISTRIBUTION OR NOTICE TO REPRESENTATIVES.

                  Whenever a distribution is to be made or a notice given to
holders of Senior Indebtedness, the distribution may be made and the notice
given to their Representatives, if any.

         Section 10.10.    RIGHTS OF TRUSTEE AND PAYING AGENT.

                  Notwithstanding Section 10.02 or 10.03, the Trustee or any
Paying Agent may continue to make payments of principal of or interest on the
Notes unless, in the case of the Trustee, a Trust Officer or, in the case of a
Paying Agent other than the Trustee, an officer of such Paying Agent, shall have
received, at least three Business Days prior to the date such payments are due
and payable, written notice of the occurrence of an event under Section 10.02 or
10.03 and that any payment under the Notes would violate this Article 10. Only
the Company or a Representative with respect to or holders of a least a majority
in principal amount of an issue of Designated Senior Indebtedness may give such
notice. Nothing contained in this Section 10.10 shall limit the right of any
holder of Senior Indebtedness to recover payments as contemplated by Section
10.04.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights. The Trustee shall be entitled to all
the rights set forth in this Article 10 with respect to Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any
of its rights as such holder, except as otherwise provided by the TIA.

         Section 10.11.    TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN
ABSENCE OF NOTICE.

                  Notwithstanding any of the provisions of this Article 10 or
any other provision of this Indenture, unless a Trust Officer has received a
written notice pursuant to Section 10.10, the Trustee shall not at any time be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee, and in the absence of such written
notice the Trustee may make such payment without liability or obligation to the
Senior Indebtedness.

         Section 10.12.    APPLICATION BY TRUSTEE OF MONIES DEPOSITED WITH IT.

                  Nothing contained in this Article 10 or elsewhere in this
Indenture, or in the Notes, shall (i) affect the obligation of the Company to
make, or prevent the Company from making, at any time except as specified in
Section 10.02 or 10.03 to the extent provided therein, payments at any time
pursuant to the Notes, (ii) prevent the application by the Trustee or any Paying
Agent of any monies or the proceeds of any U.S. Government Obligations received
from the Company and held by the Trustee or such Paying Agent in trust for the
benefit of the Holders of Notes as to which notice of redemption shall have been
given, to the payment of or on account of the principal of or interest or
Liquidated Damages, if any, on the Notes if, at the time such notice was given,
a payment by the Company under the Notes would not have been prohibited by


                                       60
<PAGE>

the foregoing provisions of this Article 10 or (iii) prevent the application by
the Trustee or any Paying Agent of any monies or the proceeds of any U.S.
Government Obligations deposited with it by the Company under Article 8 hereof
to the payment of or on account of the principal of or interest or Liquidated
Damages, if any, on the Notes if, at the time of such deposit, a payment by the
Company under the Notes would not have been prohibited by the foregoing
provisions of this Article 10.

         Section 10.13.    TRUSTEE'S COMPENSATION NOT PREJUDICED.

                  Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee pursuant to Section 7.07.

         Section 10.14.    OFFICERS' CERTIFICATE.

                  If there occurs any event referred to in Section 10.02, the
Company shall promptly give to the Trustee an Officers' Certificate (on which
the Trustee may conclusively rely) identifying all holders of Senior
Indebtedness and the principal amount of Senior Indebtedness then outstanding
held by each such holder and stating the reasons why such Officers' Certificate
is being delivered to the Trustee.

         Section 10.15.    CERTAIN PAYMENTS.

                  Nothing in this Article 10 shall prevent or delay (i) the
Company from or in redeeming any Notes pursuant to paragraph 5 of the Notes or
otherwise purchasing any Notes pursuant to any legal requirement relating to the
gaming business of the Company and its Subsidiaries or (ii) the receipt by the
Holders of payments of principal of and interest and Liquidated Damages, if any,
on the Notes as provided in Section 8.02.

         Section 10.16.    NAMES OF REPRESENTATIVES.

                  The Company shall from time to time, upon request of the
Trustee, provide to the Trustee an Officers' Certificate setting forth the name
and address of each Representative of all outstanding Senior Indebtedness.

         Section 10.17.    ARTICLE 10 NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO ACCELERATE.

                  The failure to make a payment pursuant to the Notes by reason
of any provision in this Article 10 shall not be construed as preventing the
occurrence of a Default. Nothing in this Article 10 shall have any effect on the
right of the Holders or the Trustee to accelerate the maturity of the Notes.

         Section 10.18.    RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
SUBORDINATION PROVISIONS.

                  Each Holder by accepting a Note acknowledges and agrees that
the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Notes, to acquire and continue to hold, or to continue to hold,


                                       61
<PAGE>

such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness. No
provision in any supplemental indenture which modifies this Article 10 in any
manner adverse to the holders of Senior Indebtedness shall be effective against
the holders of Senior Indebtedness who have not consented thereto in accordance
with the provisions of the documents governing such Senior Indebtedness.

         Section 10.19.    PROOF OF CLAIM.

                  In the event that the Company is subject to any proceeding
under any Bankruptcy Law and the Holders and the Trustee fail to file any proof
of claim permitted to be filed in such proceeding with respect to the Notes,
then any Representative of Designated Senior Indebtedness may file such proof of
claim no earlier than the later of (i) the expiration of 15 days after such
Representative notifies the Trustee of its intention to do so and (ii) 30 days
preceding the last day permitted to file such claim.

         Section 10.20.    NO FIDUCIARY DUTY CREATED TO HOLDERS OF SENIOR
INDEBTEDNESS.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 10, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and,
subject to the provisions of Article 7, the Trustee shall not be liable to any
holder of Senior Indebtedness if it shall mistakenly pay over or deliver to
Holders, the Company or any other person, monies or assets to which any holder
of Senior Indebtedness shall be entitled by virtue of this Article 10 or
otherwise.

                                   ARTICLE 11.
                                  MISCELLANEOUS

         Section 11.01.    TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

         Section 11.02.    NOTICES.

                  Any notice or communication by the Company or the Trustee to
any of the others is duly given if in writing and delivered in person or mailed
by overnight delivery service to the others' addresses stated in Section 11.10.
The Company or the Trustee by notice to the others may designate additional or
different addresses for subsequent notices or communications.

                  Any notice or communication to a Noteholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or


                                       62
<PAGE>

communication to a Noteholder or any defect in it shall not affect its
sufficiency with respect to other Noteholders.

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

                  If the Company mails a notice or communication to Noteholders,
it shall mail a copy to the Trustee and each Agent at the same time.

                  If any notice is mailed to the Company in the manner provided
above, a copy of such notice shall be mailed, in the manner provided above, to
Milbank, Tweed, Hadley & McCloy, 601 South Figueroa Street, Los Angeles,
California 90017, Attention: Kenneth Baronsky, Esq.

                  All other notices or communications shall be in writing.

         Section 11.03.    COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

         Section 11.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                  Upon any request or application by the Company or any other
obligor to the Trustee to take any action under this Indenture, the Company or
any other obligor, as the case may be, shall furnish to the Trustee:

                           (i)      an Officers' Certificate stating that, in
         the opinion of the signers, all conditions precedent, if any, provided
         for in this Indenture relating to the proposed action have been
         complied with; and

                           (ii)     an Opinion of Counsel stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

         Section 11.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                           (i)      a statement that the person making such
         certificate or opinion has read such covenant or condition;

                           (ii)     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;


                                       63
<PAGE>

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

                           (iv)     a statement as to whether or not, in the
         opinion of such person, such condition or covenant has been complied
         with.

         Section 11.06.    RULES BY TRUSTEE AND AGENTS.

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

         Section 11.07.    LEGAL HOLIDAYS.

                  A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in the State of Nevada, New York or California are not
required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

         Section 11.08.    NO RECOURSE AGAINST OTHERS.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. Each Noteholder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

         Section 11.09.    COUNTERPARTS.

                  This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         Section 11.10.    VARIABLE PROVISIONS.

                  The Company initially appoints the Trustee as Paying Agent,
Registrar and authenticating agent.

                  The first certificate pursuant to Section 4.03 shall be for
the fiscal year ending on the first December 31 to occur after the date of this
Indenture.

                  The reporting date for Section 7.06 is June 1 of each year.
The first reporting date is June 1, 2001.


                                       64
<PAGE>

                  The Trustee shall always have a combined capital and surplus
(including subordinated capital notes) of at least $50,000,000 as set forth in
its most recent published annual report of condition.

The Company's address is:

                           STATION CASINOS, INC.
                           2411 West Sahara Avenue
                           Las Vegas, Nevada 89102

The Trustee's address is:

                           FIRST UNION NATIONAL BANK
                           123 South Broad Street
                           Philadelphia, PA 19109

                           Attention: Corporate Trust Administrator

         Section 11.11. GOVERNING LAW.

                  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
INDENTURE AND THE NOTES, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS
THEREOF.

         Section 11.12. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

         Section 11.13. SUCCESSORS.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successor.

         Section 11.14. SEVERABILITY.

                  In case any provision in this Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

         Section 11.15. QUALIFICATION OF INDENTURE.

                  The Company shall qualify this Indenture under the TIA and
shall pay all costs and expenses (including attorneys' fees for the Company, the
Trustee and the Holders of the Notes) incurred in connection therewith,
including, but not limited to, costs and expenses of qualification of the
Indenture and the Notes and printing this Indenture and the Notes. In


                                       65
<PAGE>

connection with any such qualification of this Indenture under the TIA, the
Trustee shall be entitled to receive from the Company any such Officers'
Certificates, Opinions of Counsel or other documentation as it may reasonably
request.

         Section 11.16. TABLE OF CONTENTS, HEADINGS, ETC.

                  The Table of Contents, Cross-Reference Table 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 hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                            [SIGNATURE PAGES FOLLOW]


                                       66
<PAGE>

                                   SIGNATURES

Dated: as of July 7, 2000              STATION CASINOS, INC.


                                       By  /s/ Glenn C. Christenson
                                           ------------------------------------




Dated: as of July 7, 2000              FIRST UNION NATIONAL BANK


                                       By  /s/ John Clapham
                                           ------------------------------------
<PAGE>

                                   Exhibit A-1

                                 (Face of Note)

         9 7/8% [Series A] [Series B] Senior Subordinated Notes due 2010

No.                                                       CUSIP No. ___________
                                                               No. $___________
                              STATION CASINOS, INC.

         promises to pay to

         or registered assigns,

         the principal sum of

         Dollars on July 1, 2010

         Interest Payment Dates: January 1 and July 1, commencing January 1,
2001

         Record Dates: December 15 and June 15 (whether or not a Business Day)

                                     Dated:

                                     STATION CASINOS, INC.


                                     By:
                                         --------------------------------------
                                         Name:
                                         Title:

                                     By:
                                         --------------------------------------
                                         Name:
                                         Title:

This is one of the Global Notes referred
to in the within-mentioned Indenture

FIRST UNION NATIONAL BANK, as Trustee


By:
   --------------------------------------------
           (Authorized Signatory)


                                     A-1-1
<PAGE>

                                 (Back of Note)

         9 7/8% [Series A] [Series B] Senior Subordinated Notes due 2010

                  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 issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.(1)

                  THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (A)
INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (B) TO THE COMPANY, (C)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE,
IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.




--------------------------
  THIS PARAGRAPH SHOULD BE INCLUDED ONLY
  IF THE NOTE IS ISSUED IN GLOBAL FORM.

                                     A-1-2
<PAGE>


                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       INTEREST. STATION CASINOS, INC., a Nevada corporation
(the "Company"), which term includes any successor corporation under the
Indenture referred to herein), promises to pay interest on the principal amount
of this Note at the rate per annum shown above and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest semi-annually on
January 1 and July 1 of each year, commencing January 1, 2001. Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance of the Notes. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

                  2.       METHOD OF PAYMENT. The Company will pay interest on
the Notes (except defaulted interest) and Liquidated Damages, if any, to the
persons who are registered Holders of the Notes at the close of business on the
record date for the next interest payment date even though the Notes are
cancelled after the record date and on or before the interest payment date.
Holders must surrender the Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest and Liquidated Damages, if
any, in money of the United States that at the time of payment is legal tender
for payment of public and private debts. The Company, however, may pay principal
and interest and Liquidated Damages, if any, by check payable in such money,
which shall be mailed to a Holder's registered address; provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Liquidated Damages, if any, on, all
Global Notes and all other Certificated Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent.

                  3.       PAYING AGENT AND REGISTRAR. The Trustee will
initially act as Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co-registrar without prior notice to any Noteholder. The
Company or any of its Subsidiaries may act in any such capacity.

                  4.       INDENTURE. The Company issued the Notes under an
Indenture dated as of July 7, 2000 (the "Indenture") by and between the Company
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 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. The Notes are subject to, and qualified by, all such terms, certain
of which are summarized herein, and Noteholders are referred to the Indenture
and such Act for a statement of such terms. The Notes are unsecured general
obligations of the Company limited to $375,000,000 in aggregate principal
amount. The Indenture imposes certain limitations on, among other things, the
incurrence of indebtedness by the Company or any of its Restricted Subsidiaries
and the making of Restricted Payments and Restricted Investments by the Company
or any of its Restricted Subsidiaries. In addition, the Indenture imposes
certain limitations on transactions by the Company or any of its Restricted
Subsidiaries with Affiliates and Related Persons and on the ability of the
Company or any of its Restricted Subsidiaries to restrict


                                     A-1-3
<PAGE>

distributions and dividends from Subsidiaries. The limitations are subject to a
number of important qualifications and exceptions.

                  5. OPTIONAL REDEMPTION. The Company may redeem the Notes in
whole or in part, at redemption prices (expressed in percentages of principal
amount) set forth below, plus accrued and unpaid interest thereon, if any, and
Liquidated Damages, if any, to the redemption date, if redeemed during the
12-month period beginning July 1 of the years indicated below. The Notes may not
be so redeemed before July 1, 2005.

<TABLE>
<CAPTION>

                  Year                       Redemption Prices
                  ----                       -----------------
<S>                                                <C>
                  2005                             103.703%
                  2006                             102.469%
                  2007                             101.234%
                  2008 and thereafter              100.000%

</TABLE>

                  Notwithstanding the foregoing, each Holder by accepting a Note
agrees that if a record or beneficial owner of a Note is required by any Gaming
Authority to be found suitable, such owner shall apply for a finding of
suitability within 30 days after request of such Gaming Authority. The applicant
for a finding of suitability must pay all costs of the investigation for such
finding of suitability. If a record or beneficial owner is required to be found
suitable and is not found suitable by such Gaming Authority, (a) such owner
shall, upon request of the Company, dispose of such owner's Notes within 30 days
or within that time prescribed by such Gaming Authority, whichever is earlier,
or (b) the Company may, at its option, redeem such owner's Notes at the lesser
of (i) the principal amount thereof or (ii) the price at which the Notes were
acquired by such owner, together with, in either case, Liquidated Damages, if
any, and accrued interest to the date of the finding of unsuitability by such
Gaming Authority, all as more fully provided in the Indenture.

                  6.       NOTICE OF REDEMPTION. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the redemption date to
each Holder of Notes to be redeemed at his registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. In the event of a redemption of less than all of the Notes,
the Notes will be chosen for redemption by the Trustee in accordance with the
Indenture. On and after the redemption date, interest ceases to accrue on Notes
or portions of them called for redemption.

                  If this Note is redeemed subsequent to a record date with
respect to any interest payment date specified above and on or prior to such
interest payment date, then any accrued interest will be paid to the person in
whose name this Note is registered at the close of business on such record date.

                  7.       SUBORDINATION. The Notes are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid before payments in respect of the
Notes may be made under the Notes and the Indenture. The Company agrees, and
each Noteholder by accepting a Note agrees, to the subordination


                                      A-1-4
<PAGE>

provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.

                  8.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes shall be registered, and Notes may
only be exchanged, as provided in the Indenture. The Registrar may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not exchange or register the transfer of any Notes
or portion of a Note selected for redemption. Also, the Registrar need not
exchange or register the transfer of any Note for a period of 15 days before a
selection of Note to be redeemed.

                  9.       PERSONS DEEMED OWNERS. The registered Holder of a
Note may be treated as its owner for all purposes, except as provided in
paragraph 5 hereof.

                  10.      AMENDMENTS AND WAIVERS. Subject to certain
exceptions, the Indenture or the Notes may be amended with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and certain existing defaults 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 Noteholder, the Indenture or the Notes may be amended, among
other things, to cure any ambiguity, defect or inconsistency, to provide for
assumption of the Company's obligations to Noteholders in the case of mergers
and consolidations of the Company or to make any change that does not adversely
affect the rights of any Noteholder.

                  11.      DEFAULTS AND REMEDIES. An Event of Default is:
default in payment of interest on the Notes for a period of 30 days; default in
payment of principal on the Notes; failure by the Company for 60 days after
notice to it to comply with any of its other agreements in the Indenture or the
Notes or, in the case of the failure to comply with certain specified covenants
or agreements, without such notice or passage of time; certain defaults under
and acceleration prior to maturity of certain other indebtedness of the Company;
certain final judgments which remain undischarged; certain events of bankruptcy
or insolvency; or a revocation, suspension, termination or involuntary loss of a
Gaming License which results in the cessation of operation of the Company's
casino business for more than 90 consecutive days. If an Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately, except that in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes become due and
payable immediately without further action or notice. Noteholders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Noteholders notice
of any continuing default (except a default in payment of principal or interest)
if it determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.


                                       A-1-5
<PAGE>

                  12.      TRUSTEE DEALINGS WITH COMPANY. First Union National
Bank, the Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if
it were not Trustee.

                  13.      CHANGE OF CONTROL. Upon the occurrence of a Change of
Control Triggering Event (as such term is defined in the Indenture), the Holders
shall have the right to require that the Company repurchase, and the Company
shall commence an offer to repurchase, all of the outstanding Notes at a
Repurchase Price in cash equal to 101% of the principal amount of such Notes
plus Liquidated Damages, if any, and accrued interest to the repurchase date,
upon the terms set forth in the Indenture.

                  14.      NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Noteholder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.

                  15.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  16.      ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED
SECURITIES. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Transferred Restricted Securities shall have all the
rights set forth in the Registration Rights Agreement dated as of the date of
the Indenture, between the Company and the party named on the signature pages
thereof (the "Registration Rights Agreement").

                  17.      ABBREVIATIONS. Customary abbreviations may be used in
the name of a Noteholder 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).

                  Company will furnish to any Noteholder upon written request
and without charge a copy of the Indenture, which has in it the text of this
Note in larger type. Request may be made to:

                           STATION CASINOS, INC.
                           2411 West Sahara Avenue
                           Las Vegas, Nevada 89102
                           Attn:  Chief Financial Officer


                                     A-1-6
<PAGE>

                                 Assignment Form

<TABLE>
<S><C>
 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
                        -----------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may substitute another to act
for him.




Date:
     --------------------------
                                       Your Signature:
                                                      -----------------------------------------------------------
                                                      (Sign exactly as your name appears on the face of this Note)

</TABLE>
Signature Guarantee.**/


--------------------------------

**       SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
         (BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
         WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)
         PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17 Ad-15.

                                     A-1-7
<PAGE>

                       Option of Holder to Elect Purchase
<TABLE>
<S><C>
                  If you want to elect to have this Note repurchased by the
Company pursuant to Section 4.12 of the Indenture, check the box: / /

                  If you want to elect to have only part of this Note
repurchased by the Company pursuant to Section 4.12 of the Indenture, state the
amount (which must be $1,000 or an integral multiple of $1,000):
$
 -----------------
Date:
     ------------------
                                       Your Signature:
                                                      ---------------------------------------------------------
                                                      (Sign exactly as your name appears on the face of this Note)

                                       Tax Identification No.:
                                                              --------------------------------------------------

</TABLE>

Signature Guarantee.*


------------------------

*        SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
         (BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
         WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)
         PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 17 Ad-15.

                                     A-1-8
<PAGE>

                     SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTES(2)

                  The following exchanges of a part of this Global Note for
Certificated Notes have been made:

<TABLE>
<CAPTION>


                                                                        Principal Amount of this        Signature of
                       Amount of decrease in   Amount of increase in          Global Note           authorized officer of
                         Principal Amount of    Principal Amount of     following such decrease        Trustee or Note
Date of Exchange          this Global Note        this Global Note           (or increase)               Custodian
----------------       ----------------------  ----------------------    ---------------------        --------------
<S>                    <C>                     <C>                      <C>                         <C>











</TABLE>
------------------------------------
      TO BE INCLUDED ONLY IF THE
      NOTE IS IN GLOBAL FORM.
                                     A-1-9
<PAGE>

                                   Exhibit A-2

                (Face of Regulation S Temporary Global Security)

               9 7/8% Series A Senior Subordinated Notes due 2010

No.                                                       CUSIP No. ___________
                                                               No. $___________
                              STATION CASINOS, INC.

         promises to pay to

         or registered assigns,

         the principal sum of

         Dollars on July 1, 2010.

         Interest Payment Dates: January 1 and July 1, commencing January 1,
         2001

         Record Dates: December 15 and June 15 (whether or not a Business Day)

                                            Dated:

                                            STATION CASINOS, INC.

                                            By:
                                                -------------------------------
                                                Name:
                                                Title:


                                            By:
                                                -------------------------------
                                                Name:
                                                Title:


This is one of the Global Notes referred
to in the within-mentioned Indenture

FIRST UNION NATIONAL BANK, as Trustee


By:
    --------------------------------------------
        (Authorized Signatory)


                                    A-2-1
<PAGE>

                                 (Back of Note)

               9 7/8% Series A Senior Subordinated Notes due 2010

                  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 issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                  THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (A)
INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (B) TO THE COMPANY, (C)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE,
IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

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


                                    A-2-2
<PAGE>

                  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST THEREON.


                                    A-2-3
<PAGE>

                  This Regulation S Temporary Global Note is issued in respect
of an issue of 9 7/8% Senior Subordinated Notes due 2010 (the "Notes") of the
Company.

                  Until this Regulation S Temporary Global Note is exchanged for
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Note shall in all other respects be entitled to the same
benefits as other Notes under the Indenture.

                  This Regulation S Temporary Global Note is exchangeable in
whole or in part for one or more Regulation S Permanent Global Notes or Rule
144A Global Notes only (i) on or after the termination of the 40-day restricted
period (as defined in Regulation S) and (ii) upon presentation of certificates
(accompanied by an Opinion of Counsel, if applicable) required by Article 2 of
the Indenture. Upon exchange of all interest in this Regulation S Temporary
Global Note for one or more Regulation S Permanent Global Notes or Rule 144A
Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.

                  This Regulation S Temporary Global Note shall not become valid
or obligatory until the certificate of authentication hereon shall have been
duly manually signed by the Trustee in accordance with the Indenture. This
Regulation S Temporary Global Note shall be governed by and construed in
accordance with the laws of the State of the New York. All references to "$,"
"Dollars," "dollars" or "U.S. $" are to such coin or currency of the United
States of America as at the time shall be legal tender for the payment of public
and private debts therein.

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       INTEREST. STATION CASINOS, INC., a Nevada corporation
(the "Company," which term includes any successor corporation under the
Indenture referred to herein), promises to pay interest on the principal amount
of this Note at the rate per annum shown above and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest semi-annually on June
1 and December 1 of each year, commencing June 1, 1999. Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance of the Notes. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

                  2.       METHOD OF PAYMENT. The Company will pay interest on
the Notes (except defaulted interest) and Liquidated Damages, if any, to the
persons who are registered Holders of the Notes at the close of business on the
record date for the next interest payment date even though the Notes are
cancelled after the record date and on or before the interest payment date.
Holders must surrender the Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest and Liquidated Damages, if
any, in money of the United States that at the time of payment is legal tender
for payment of public and private debts. The Company, however, may pay principal
and interest and Liquidated Damages, if any, by check payable in such money,
which shall be mailed to a Holder's registered address; provided that payment by
wire transfer of immediately available funds will be required with respect to


                                     A-2-4
<PAGE>

principal of and interest, premium and Liquidated Damages, if any, on, all
Global Notes and all other Certificated Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent.

                  3.       PAYING AGENT AND REGISTRAR. The Trustee will
initially act as Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co-registrar without prior notice to any Noteholder. The
Company or any of its Subsidiaries may act in any such capacity.

                  4.       INDENTURE. The Company issued the Notes under an
Indenture dated as of July 7, 2000 (the "Indenture") by and between the Company
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 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. The Notes are subject to, and qualified by, all such terms, certain
of which are summarized herein, and Noteholders are referred to the Indenture
and such Act for a statement of such terms. The Notes are unsecured general
obligations of the Company limited to $375,000,000 in aggregate principal
amount. The Indenture imposes certain limitations on, among other things, the
incurrence of indebtedness by the Company or any of its Restricted Subsidiaries
and the making of Restricted Payments and Restricted Investments by the Company
or any of its Restricted Subsidiaries. In addition, the Indenture imposes
certain limitations on transactions by the Company or any of its Restricted
Subsidiaries with Affiliates and Related Persons and on the ability of the
Company or any of its Restricted Subsidiaries to restrict distributions and
dividends from Subsidiaries. The limitations are subject to a number of
important qualifications and exceptions.

                  5.       OPTIONAL REDEMPTION. The Company may redeem the Notes
in whole or in part, at redemption prices (expressed in percentages of principal
amount) set forth below, plus accrued and unpaid interest thereon, if any, and
Liquidated Damages, if any, to the redemption date, if redeemed during the
12-month period beginning July 1 of the years indicated below. The Notes may not
be so redeemed before July 1, 2005.

<TABLE>
<CAPTION>

                  Year                       Redemption Prices
                  ----                       -----------------
<S>                                                 <C>
                  2005                              103.703%
                  2006                              102.469%
                  2007                              101.234%
                  2008 and thereafter               100.000%
</TABLE>

                  Notwithstanding the foregoing, each Holder by accepting a Note
agrees that if a record or beneficial owner of a Note is required by any Gaming
Authority to be found suitable, such owner shall apply for a finding of
suitability within 30 days after request of such Gaming Authority. The applicant
for a finding of suitability must pay all costs of the investigation for such
finding of suitability. If a record or beneficial owner is required to be found
suitable and is not found suitable by such Gaming Authority, (a) such owner
shall, upon request of the Company, dispose of such owner's Notes within 30 days
or within that time prescribed by such Gaming Authority, whichever is earlier,
or (b) the Company may, at its option, redeem such


                                     A-2-5
<PAGE>

owner's Notes at the lesser of (i) the principal amount thereof or (ii) the
price at which the Notes were acquired by such owner, together with, in either
case, Liquidated Damages, if any, and accrued interest to the date of the
finding of unsuitability by such Gaming Authority, all as more fully provided in
the Indenture.

                  6.       NOTICE OF REDEMPTION. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the redemption date to
each Holder of Notes to be redeemed at his registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. In the event of a redemption of less than all of the Notes,
the Notes will be chosen for redemption by the Trustee in accordance with the
Indenture. On and after the redemption date, interest ceases to accrue on Notes
or portions of them called for redemption.

                  If this Note is redeemed subsequent to a record date with
respect to any interest payment date specified above and on or prior to such
interest payment date, then any accrued interest will be paid to the person in
whose name this Note is registered at the close of business on such record date.

                  7.       SUBORDINATION. The Notes are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid before payments in respect of the
Notes may be made under the Notes and the Indenture. The Company agrees, and
each Noteholder by accepting a Note agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.

                  8.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes shall be registered, and Notes may
only be exchanged, as provided in the Indenture. The Registrar may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not exchange or register the transfer of any Notes
or portion of a Note selected for redemption. Also, the Registrar need not
exchange or register the transfer of any Note for a period of 15 days before a
selection of Note to be redeemed.

                  9.       PERSONS DEEMED OWNERS. The registered Holder of a
Note may be treated as its owner for all purposes, except as provided in
paragraph 5 hereof.

                  10.      AMENDMENTS AND WAIVERS. Subject to certain
exceptions, the Indenture or the Notes may be amended with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and certain existing defaults 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 Noteholder, the Indenture or the Notes may be amended, among
other things, to cure any ambiguity, defect or inconsistency, to provide for
assumption of the Company's obligations to Noteholders in the case of mergers
and consolidations of the Company or to make any change that does not adversely
affect the rights of any Noteholder.


                                     A-2-6
<PAGE>

                  11.      DEFAULTS AND REMEDIES. An Event of Default is:
default in payment of interest on the Notes for a period of 30 days; default in
payment of principal on the Notes; failure by the Company for 60 days after
notice to it to comply with any of its other agreements in the Indenture or the
Notes or, in the case of the failure to comply with certain specified covenants
or agreements, without such notice or passage of time; certain defaults under
and acceleration prior to maturity of certain other indebtedness of the Company;
certain final judgments which remain undischarged; certain events of bankruptcy
or insolvency; or a revocation, suspension, termination or involuntary loss of a
Gaming License which results in the cessation of operation of the Company's
casino business for more than 90 consecutive days. If an Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately, except that in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes become due and
payable immediately without further action or notice. Noteholders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Noteholders notice
of any continuing default (except a default in payment of principal or interest)
if it determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.

                  12.      TRUSTEE DEALINGS WITH COMPANY. First Union National
Bank, the Trustee under the Indenture, in its individual or any other capacity,
may make loans to, accept deposits from and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if
it were not Trustee.

                  13.      CHANGE OF CONTROL. Upon the occurrence of a Change of
Control Triggering Event (as such term is defined in the Indenture), the Holders
shall have the right to require that the Company repurchase, and the Company
shall commence an offer to repurchase, all of the outstanding Notes at a
Repurchase Price in cash equal to 101% of the principal amount of such Notes
plus Liquidated Damages, if any, and accrued interest to the repurchase date,
upon the terms set forth in the Indenture.

                  14.      NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Noteholder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.

                  15.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  16.      ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED
SECURITIES. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Transferred Restricted Securities shall have all the
rights set forth in the Registration Rights Agreement dated as of the


                                     A-2-7
<PAGE>

date of the Indenture, between the Company and the party named on the signature
pages thereof (the "Registration Rights Agreement").

                  17.      ABBREVIATIONS. Customary abbreviations may be used in
the name of a Noteholder 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).

                  Company will furnish to any Noteholder upon written request
and without charge a copy of the Indenture, which has in it the text of this
Note in larger type. Request may be made to:

                           STATION CASINOS, INC.
                           2411 West Sahara Avenue
                           Las Vegas, Nevada 89102
                           Attn:  Chief Financial Officer


                                     A-2-8
<PAGE>

                     SCHEDULE OF EXCHANGES FOR GLOBAL NOTES

                  The following exchanges of a part of this Regulation S
Temporary Global Note for other Global Notes have been made:

<TABLE>
<CAPTION>

                                                                        Principal Amount of this        Signature of
                       Amount of decrease in   Amount of increase in          Global Note           authorized officer of
                         Principal Amount of    Principal Amount of     following such decrease        Trustee or Note
Date of Exchange          this Global Note        this Global Note           (or increase)               Custodian
----------------       ----------------------  ----------------------    ---------------------        --------------
<S>                    <C>                     <C>                      <C>                         <C>

</TABLE>

                                     A-2-9
<PAGE>

                                   Exhibit B-1

          FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
             FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE
                (Pursuant to Section 2.06(a)(i) of the Indenture)

FIRST UNION NATIONAL BANK
123 South Broad Street
Philadelphia, PA 19109
Attention: Corporate Trust Administrator


                  Re: 9 7/8% Senior Subordinated Notes due 2010 of Station
Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of July 7,
2000 (the "Indenture"), among Station Casinos, Inc., as issuer (the "Company")
and First Union National Bank, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

                  This letter relates to $_______ principal amount of Notes
which are evidenced by one or more Rule 144A Global Notes (CUSIP No. B57689AJ2)
and held with the Depository in the name of ____________________________ (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Notes to a person who will take delivery thereof in the form of
an equal principal amount of Notes evidenced by one or more Regulation S Global
Notes (CUSIP No. U8572MAA7), which amount, immediately after such transfer, is
to be held with the Depository.

                  In connection with such request and in respect of such Notes,
the Transferor hereby certifies that such transfer has been effected in
compliance with the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with Rule 903 or Rule 904 under the United States
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor hereby further certifies that:

                  (1)      The offer of the Notes was not made to a person in
the United States;

                  (2)      either:

                           (a)      at the time the buy order was originated,
                  the transferee was outside the United States or the Transferor
                  and any person acting on its behalf reasonably believed and
                  believes that the transferee was outside the United States; or

                           (b)      the transaction was executed in, on or
                  through the facilities of a designated offshore securities
                  market and neither the Transferor nor any person acting on its
                  behalf knows that the transaction was prearranged with a buyer
                  in the United States;


                                     B-1-1
<PAGE>

                  (3)      no directed selling efforts have been made in
contravention of the requirements of Rule 904(b) of Regulation S;

                  (4)      the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act; and

                  (5)      upon completion of the transaction, the beneficial
interest being transferred as described above is to be held with the Depository.

                  Upon giving effect to this request to exchange a beneficial
interest in a Rule 144A Global Note for a beneficial interest in a Regulation S
Global Note, the resulting beneficial interest shall be subject to the
restrictions on transfer applicable to Regulation S Global Notes pursuant to the
Indenture and the Securities Act and, if such transfer occurs prior to the end
of the 40-day restricted period associated with the initial offering of Notes,
the additional restrictions applicable to transfers of interest in the
Regulation S Temporary Global Note.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Banc of America Securities
LLC, Deutsche Bank Securities Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers Inc. and Wasserstein Perella & Co., Inc., the
initial purchasers of such Notes being transferred. Terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

                                      --------------------------
                                      [Insert Name of Transferor]


                                      By: ______________________
                                      Name:
                                      Title:
Dated:_______________, ____

cc:      Station Casinos, Inc.


                                     B-1-2
<PAGE>

                                   Exhibit B-2

          FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
             FROM REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE
               (Pursuant to Section 2.06(a)(ii) of the Indenture)

FIRST UNION NATIONAL BANK
123 South Broad Street
Philadelphia, PA 19109
Attention: Corporate Trust Administrator


                  Re: 9 7/8% Senior Subordinated Notes due 2010 of Station
Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of July 7,
2000, (the "Indenture"), among Station Casinos, Inc., as issuer (the "Company")
and First Union National Bank, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

                  This letter relates to $_______ principal amount of Notes
which are evidenced by one or more Regulation S Global Note (CUSIP No.
U8572MAA7) and held with the Depository in the name of
____________________________ (the "Transferor"). The Transferor has requested a
transfer of such beneficial interest in the Notes to a person who will take
delivery thereof in the form of an equal principal amount of Notes evidenced by
one or more Rule 144A Global Notes (CUSIP No. B57689AJ2), to be held with the
Depository.

                  In connection with such request and in respect of such Notes,
the Transferor hereby certifies that:

                                   [CHECK ONE]

/ /      such 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 Notes are being transferred to a person that
         the Transferor reasonably believes is purchasing the Notes 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;

                                       or

/ /      such transfer is being effected pursuant to and in accordance
         with Rule 144 under the Securities Act;

                                       or


                                     B-2-1
<PAGE>

/ /      such transfer is being effected pursuant to an effective registration
         statement under the Securities Act;

                                       or

/ /      such transfer is being effected pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A or
         Rule 144, and the Transferor hereby further certifies that the Notes
         are being transferred in compliance with the transfer restrictions
         applicable to the Global Notes and in accordance with the requirements
         of the exemption claimed, which certification is supported by an
         Opinion of Counsel, provided by the transferor or the transferee (a
         copy of which the Transferor has attached to this certification) in
         form reasonably acceptable to the Company and to the Registrar, to the
         effect that such transfer is in compliance with the Securities Act;

and such Notes are being transferred in compliance with any applicable blue sky
securities laws of any state of the United States.

                  Upon giving effect to this request to exchange a beneficial
interest in Regulation S Global Notes for a beneficial interest in Rule 144A
Global Notes, the resulting beneficial interest shall be subject to the
restrictions on transfer applicable to Rule 144A Global Notes pursuant to the
Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Banc of America Securities
LLC, Deutsche Bank Securities Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers Inc. and Wasserstein Perella & Co., Inc., the
initial purchasers of such Notes being transferred. Terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

                                      ------------------------------------
                                      [Insert Name of Transferor]


                                      By:_________________________________
                                      Name:
                                      Title:
Dated:  _____________, _____

cc:      Station Casinos, Inc.


                                     B-2-2
<PAGE>

                                   Exhibit B-3

          FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
                              OF CERTIFICATED NOTES
                 (Pursuant to Section 2.06(b) of the Indenture)

FIRST UNION NATIONAL BANK
123 South Broad Street
Philadelphia, PA 19109
Attention: Corporate Trust Administrator

                  Re:  9 7/8% Senior Subordinated Notes due 2010 of Station
Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of July 7,
2000 (the "Indenture"), among Station Casinos, Inc., as issuer (the "Company"),
and First Union National Bank, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

                  In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"), the
Holder of such Surrendered Notes hereby certifies that:

                                   [CHECK ONE]

/ /      the Surrendered Notes are being acquired for the Transferor's own
         account, without transfer;

                                       or

/ /      the Surrendered Notes are being transferred to the Company;

                                       or

/ /      the Surrendered Notes are being transferred 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 Surrendered Notes are
         being transferred to a person that the Transferor reasonably believes
         is purchasing the Surrendered Notes 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
         each case in a transaction meeting the requirements of Rule 144A;

                                       or

/ /      the Surrendered Notes are being transferred in a transaction permitted
         by Rule 144 under the Securities Act;


                                     B-3-1
<PAGE>

                                       or

/ /      the Surrendered Notes are being transferred pursuant to an effective
         registration statement under the Securities Act;

                                       or

/ /      such transfer is being effected pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A or
         Rule 144, and the Transferor hereby further certifies that the Notes
         are being transferred in compliance with the transfer restrictions
         applicable to the Global Notes and in accordance with the requirements
         of the exemption claimed, which certification is supported by an
         Opinion of Counsel, provided by the transferor or the transferee (a
         copy of which the Transferor has attached to this certification) in
         form reasonably acceptable to the Company and to the Registrar, to the
         effect that such transfer is in compliance with the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Banc of America Securities
LLC, Deutsche Bank Securities Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers Inc. and Wasserstein Perella & Co., Inc., the
initial purchasers of such Notes being transferred. Terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

                                        ---------------------------------
                                        [Insert Name of Transferor]


                                        By: _____________________________
                                        Name:
                                        Title:
Dated:  _____________, _____

cc:      Station Casinos, Inc.


                                     B-3-2
<PAGE>

                                   Exhibit B-4

          FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
        FROM RULE 144A GLOBAL NOTE OR REGULATION S PERMANENT GLOBAL NOTE
                              TO CERTIFICATED NOTE

                 (Pursuant to Section 2.06(c) of the Indenture)

FIRST UNION NATIONAL BANK
123 South Broad Street
Philadelphia, PA 19109
Attention: Corporate Trust Administrator

                  Re:  9 7/8% Senior Subordinated Notes due 2010 of Station
Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of July 7,
2000, (the "Indenture"), among Station Casinos, Inc., as issuer (the "Company"),
and First Union National Bank, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

                  This letter relates to $_______ principal amount of Notes
which are evidenced by one or more Rule 144A Global Notes (CUSIP No. B57689AJ2)
or Regulation S Permanent Global Note (CUSIP No. U8572MAA7) and held with the
Depository in the name of ____________________________ (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest in the Notes to
a person who will take delivery thereof in the form of an equal principal amount
of Notes evidenced by one or more Certificated Notes (CUSIP No. __________),
which amount, immediately after such transfer, is to be held with the
Depository.

                  In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"), the
Holder of such Surrendered Notes hereby certifies that:

                                   [CHECK ONE]

/ /      the Surrendered Notes are being transferred to the beneficial owner of
         such Notes;

                                       or

/ /      the Surrendered Notes are being transferred 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 Surrendered Notes are
         being transferred to a person that the Transferor reasonably believes
         is purchasing the Surrendered Notes 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
         each case in a transaction meeting the requirements of Rule 144A;


                                     B-4-1
<PAGE>

                                       or

/ /      the Surrendered Notes are being transferred in a transaction permitted
         by Rule 144 under the Securities Act;

                                       or

/ /      the Surrendered Notes are being transferred pursuant to an effective
         registration statement under the Securities Act;

                                       or

/ /      such transfer is being effected pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A or
         Rule 144, and the Transferor hereby further certifies that the Notes
         are being transferred in compliance with the transfer restrictions
         applicable to the Global Notes and in accordance with the requirements
         of the exemption claimed, which certification is supported by an
         Opinion of Counsel, provided by the transferor or the transferee (a
         copy of which the Transferor has attached to this certification) in
         form reasonably acceptable to the Company and to the Registrar, to the
         effect that such transfer is in compliance with the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Banc of America Securities
LLC, Deutsche Bank Securities Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers Inc. and Wasserstein Perella & Co., Inc., the
initial purchasers of such Notes being transferred. Terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

                                       ------------------------------------
                                       [Insert Name of Transferor]


                                       By: ________________________________
                                       Name:
                                       Title:
Dated:  _____________, _____

cc:      Station Casinos, Inc.


                                     B-4-2
<PAGE>

                                   Exhibit B-5

          FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
               FROM CERTIFICATED NOTE TO RULE 144A GLOBAL NOTE OR
                       REGULATION S PERMANENT GLOBAL NOTE

                 (Pursuant to Section 2.06(e) of the Indenture)

FIRST UNION NATIONAL BANK
123 South Broad Street
Philadelphia, PA 19109
Attention: Corporate Trust Administrator

                  Re:  9 7/8% Senior Subordinated Notes due 2010 of Station
Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of July 7,
2000 (the "Indenture"), among Station Casinos, Inc., as issuer (the "Company"),
and First Union National Bank, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

                  In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"), the
Holder of such Surrendered Notes hereby certifies that:

                                   [CHECK ONE]

/ /      the Surrendered Notes are being transferred to the beneficial owner of
         such Notes;

                                       or

/ /      the Surrendered Notes are being transferred 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 Surrendered Notes are
         being transferred to a person that the Transferor reasonably believes
         is purchasing the Surrendered Notes 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
         each case in a transaction meeting the requirements of Rule 144A;

                                       or

/ /      the Surrendered Notes are being transferred in a transaction permitted
         by Rule 144 under the Securities Act;

                                       or


                                     B-5-1
<PAGE>

/ /      the Surrendered Notes are being transferred in a transaction permitted
         by Rule 904 under the Securities Act;

                                       or

/ /      the Surrendered Notes are being transferred pursuant to an effective
         registration statement under the Securities Act;

                                       or

/ /      such transfer is being effected pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A
         or Rule 144, and the Transferor hereby further certifies that the
         Notes are being transferred in compliance with the transfer
         restrictions applicable to the Global Notes and in accordance with the
         requirements of the exemption claimed, which certification is supported
         by an Opinion of Counsel, provided by the transferor or the transferee
         (a copy of which the Transferor has attached to this certification) in
         form reasonably acceptable to the Company and to the Registrar, to the
         effect that such transfer is in compliance with the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and Banc of America Securities
LLC, Deutsche Bank Securities Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers Inc. and Wasserstein Perella & Co., Inc., the
initial purchasers of such Notes being transferred. Terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S under the Securities Act.

                                      ------------------------------------
                                      [Insert Name of Transferor]


                                      By: ________________________________
                                      Name:
                                      Title:
Dated:  _____________, _____

cc:      Station Casinos, Inc.


                                     B-5-2