<PAGE>   1


                                                                     EXHIBIT 4.6


================================================================================


                             BOYD GAMING CORPORATION


                                       and


                              BLUE CHIP CASINO, LLC

                            BOYD ATLANTIC CITY, INC.

                               BOYD INDIANA, INC.

                                BOYD KENNER, INC.

                              BOYD LOUISIANA L.L.C.

                                BOYD TUNICA, INC.

                           CALIFORNIA HOTEL AND CASINO

                      CALIFORNIA HOTEL FINANCE CORPORATION

                                 ELDORADO, INC.

                                 MARE-BEAR, INC.

                                  M.S.W., INC.

                          PAR-A-DICE GAMING CORPORATION

                                 SAM-WILL, INC.

                          TREASURE CHEST CASINO, L.L.C.


                          9 1/4% SENIOR NOTES DUE 2009

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

                                    INDENTURE

                            Dated as of July 26, 2001

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

                              THE BANK OF NEW YORK

                                     Trustee

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



================================================================================



<PAGE>   2

                             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.
    (a)(5)...................................................        7.10
    (b)......................................................        7.10
    (c)......................................................        N.A.
 311(a)......................................................        7.11
    (b)......................................................        7.11
    (c)......................................................        N.A.
 312(a)......................................................        2.05
    (b)......................................................       12.03
    (c)......................................................       12.03
 313(a)......................................................        7.06
    (b)(1)...................................................       10.03
    (b)(2)...................................................        7.07
    (c)......................................................  7.06;12.02
    (d)......................................................        7.06
 314(a)......................................................  4.03;12.02
    (b)......................................................       10.02
    (c)(1)...................................................       12.04
    (c)(2)...................................................       12.04
    (c)(3)...................................................        N.A.
    (d)......................................................        N.A.
    (e)......................................................       12.05
    (f)......................................................        N.A.
 315(a)......................................................        7.01
    (b)......................................................  7.05,12.02
    (c)......................................................        7.01
    (d)......................................................        7.01
    (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
    (c)......................................................        2.12
 317(a)(1)...................................................        6.08
    (a)(2)...................................................        6.09
    (b)......................................................        2.04
 318(a)......................................................       12.01
    (b)......................................................        N.A.
    (c)......................................................       12.01
</TABLE>


N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.



<PAGE>   3

                                TABLE OF CONTENTS

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Section 1.01.  Definitions................................................   1
Section 1.02.  Other Definitions..........................................  18
Section 1.03.  Incorporation by Reference of Trust Indenture Act..........  18
Section 1.04.  Rules of Construction......................................  19

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01.  Form and Dating............................................  19
Section 2.02.  Execution and Authentication...............................  20
Section 2.03.  Registrar and Paying Agent.................................  20
Section 2.04.  Paying Agent to Hold Money in Trust........................  21
Section 2.05.  Holder Lists...............................................  21
Section 2.06.  Transfer and Exchange......................................  21
Section 2.07.  Replacement Notes..........................................  32
Section 2.08.  Outstanding Notes..........................................  32
Section 2.09.  Treasury Notes.............................................  32
Section 2.10.  Temporary Notes............................................  32
Section 2.11.  Cancellation...............................................  33
Section 2.12.  Defaulted Interest.........................................  33
Section 2.13.  CUSIP Numbers..............................................  33

                                   ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee.........................................  33
Section 3.02.  Selection of Notes to Be Redeemed..........................  33
Section 3.03.  Notice of Redemption.......................................  34
Section 3.04.  Effect of Notice of Redemption.............................  35
Section 3.05.  Deposit of Redemption Price................................  35
Section 3.06.  Notes Redeemed in Part.....................................  35
Section 3.07.  Optional Redemption........................................  35
Section 3.08.  Mandatory Redemption.......................................  36
Section 3.09.  Mandatory Disposition Or Redemption Pursuant
               To Gaming Laws.............................................  36

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01.  Payment of Notes...........................................  36
Section 4.02.  Maintenance of Office or Agency............................  37
Section 4.03.  Reports....................................................  37
Section 4.04.  Compliance Certificate.....................................  37
Section 4.05.  Stay and Extension Laws....................................  38
Section 4.06.  Restricted Payments........................................  38
Section 4.07.  Dividend and Other Payment Restrictions Affecting
               Restricted Subsidiaries....................................  40
Section 4.08.  Incurrence of Indebtedness.................................  40
</TABLE>



                                       i

<PAGE>   4

<TABLE>
<S>                                                                        <C>
Section 4.09.  Asset Sales; Event of Loss.................................  42
Section 4.10.  Transactions with Affiliates...............................  44
Section 4.11.  Liens......................................................  45
Section 4.12.  Activities of the Company..................................  45
Section 4.13.  Corporate Existence........................................  45
Section 4.14.  Offer to Repurchase Upon Change of Control.................  45
Section 4.15.  Maintenance of Properties and Other Matters................  47
Section 4.16.  Limitation on Status of Investment Company.................  47
Section 4.17.  Payment for Consent........................................  47
Section 4.18.  Additional Note Guarantees.................................  48
Section 4.19.  Certain Suspended Covenants................................  48

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01.  Merger, Consolidation and Sale of Assets...................  49
Section 5.02.  Successor Corporation Substituted..........................  49

                                   ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default..........................................  50
Section 6.02.  Acceleration...............................................  51
Section 6.03.  Other Remedies.............................................  51
Section 6.04.  Waiver of Past Defaults....................................  52
Section 6.05.  Control by Majority........................................  52
Section 6.06.  Limitation on Suits........................................  52
Section 6.07.  Rights of Holders of Notes to Receive Payment..............  53
Section 6.08.  Collection Suit by Trustee.................................  53
Section 6.09.  Trustee May File Proofs of Claim...........................  53
Section 6.10.  Priorities.................................................  53
Section 6.11.  Undertaking for Costs......................................  54

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01.  Duties of Trustee..........................................  54
Section 7.02.  Rights of Trustee..........................................  55
Section 7.03.  Individual Rights of Trustee...............................  56
Section 7.04.  Trustee's Disclaimer.......................................  56
Section 7.05.  Notice of Defaults.........................................  56
Section 7.06.  Reports by Trustee to Holders of the Notes.................  56
Section 7.07.  Compensation and Indemnity.................................  56
Section 7.08.  Replacement of Trustee.....................................  57
Section 7.09.  Successor Trustee by Merger, etc...........................  58
Section 7.10.  Eligibility; Disqualification..............................  58
Section 7.11.  Preferential Collection of Claims Against Company..........  59

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance...  59
Section 8.02.  Legal Defeasance and Discharge.............................  59
Section 8.03.  Covenant Defeasance........................................  59
Section 8.04.  Conditions to Legal or Covenant Defeasance.................  60
</TABLE>



                                       ii

<PAGE>   5

<TABLE>
<S>                                                                        <C>
Section 8.05.  Deposited Money and U.S. Government Obligations to be
               Held in Trust; Other Miscellaneous Provisions..............  61
Section 8.06.  Repayment to Company.......................................  61
Section 8.07.  Reinstatement..............................................  62

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes........................  62
Section 9.02.  With Consent of Holders of Notes...........................  63
Section 9.03.  Compliance with Trust Indenture Act........................  64
Section 9.04.  Revocation and Effect of Consents..........................  64
Section 9.05.  Notation on or Exchange of Notes...........................  64
Section 9.06.  Trustee to Sign Amendments, etc............................  65

                                   ARTICLE 10.
                                NOTE GUARANTEES

Section 10.01. Guarantee..................................................  65
Section 10.02. Limitation on Guarantor Liability..........................  66
Section 10.03. Execution and Delivery of Note Guarantee...................  66
Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.........  66
Section 10.05. Releases Following Sale of Assets..........................  67
Section 10.06. Indemnity and Subrogation..................................  68
Section 10.07. Contribution and Subrogation...............................  68
Section 10.08. Subordination..............................................  68
Section 10.09. Termination................................................  68
Section 10.10. No Waiver; Amendment.......................................  68

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.................................  69
Section 11.02. Application of Trust Money.................................  69

                                   ARTICLE 12.
                                 MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls...............................  70
Section 12.02. Notices....................................................  70
Section 12.03. Communication by Holders of Notes
               with Other Holders of Notes................................  71
Section 12.04. Certificate and Opinion as to Conditions Precedent.........  71
Section 12.05. Statements Required in Certificate or Opinion..............  71
Section 12.06. Rules by Trustee and Agents................................  72
Section 12.07. No Personal Liability of Directors, Officers,
               Employees and Stockholders.................................  72
Section 12.08. Governing Law..............................................  72
Section 12.09. No Adverse Interpretation of Other Agreements..............  72
Section 12.10. Successors.................................................  72
Section 12.11. Severability...............................................  72
Section 12.12. Counterpart Originals......................................  73
Section 12.13. Table of Contents, Headings, etc...........................  73
</TABLE>



                                      iii

<PAGE>   6

                                    EXHIBITS

Exhibit A      FORM OF NOTE
Exhibit B      FORM OF CERTIFICATE OF TRANSFER
Exhibit C      FORM OF CERTIFICATE OF EXCHANGE
Exhibit D      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
               ACCREDITED INVESTOR
Exhibit E      FORM OF NOTE GUARANTEE
Exhibit F      FORM OF SUPPLEMENTAL INDENTURE



                                       iv

<PAGE>   7

        INDENTURE dated as of July 26, 2001 by and among Boyd Gaming
Corporation, a Nevada corporation (the "Company"), Blue Chip Casino, LLC, an
Indiana limited liability company, Boyd Atlantic City, Inc., a New Jersey
corporation, Boyd Indiana, Inc., an Indiana corporation, Boyd Kenner, Inc., a
Louisiana corporation, Boyd Louisiana L.L.C., a Nevada limited liability
company, Boyd Tunica, Inc., a Mississippi corporation, California Hotel and
Casino, a Nevada corporation, California Hotel Finance Corporation, a Nevada
corporation, Eldorado, Inc., a Nevada corporation, Mare-Bear, Inc., a Nevada
corporation, M.S.W., Inc., a Nevada corporation, Par-A-Dice Gaming Corporation,
an Illinois corporation, Sam-Will, Inc., a Nevada corporation, and Treasure
Chest Casino, L.L.C., a Louisiana limited liability company (together with such
other Persons as may execute Note Guarantees hereunder from time to time, the
"Guarantors") and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee").

        The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 9 1/4% Series A Senior Notes due 2009 (the "Series A Notes") and the 9 1/4%
Series B Senior Notes due 2009 (the "Series B Notes" and, together with the
Series A Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

        "144A Global Note" means a global note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

        "Additional Assets" means: (i) any Property (other than cash, cash
equivalents or securities) to be owned by the Company or a Restricted Subsidiary
and used in a Related Business, (ii) the costs of improving, restoring,
replacing or developing any Property owned by the Company or a Restricted
Subsidiary which is used in a Related Business or (iii) Investments in any other
Person engaged primarily in a Related Business (including the acquisition from
third parties of Capital Stock of such Person) as a result of which such other
Person becomes a Restricted Subsidiary in compliance with the procedure for
designation of Restricted Subsidiaries set forth in the definition of
"Restricted Subsidiary" herein.

        "Additional Notes" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02, and subject to
compliance with Article 4 hereof, as part of the same series as the Initial
Notes.

        "Affiliate" means, with respect to any Person, a Person (i) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such 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 Person (or a 10% or greater
equity interest in a 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. For
purposes of this definition, 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.



                                       1
<PAGE>   8

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

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

        "Asset Sale" means the sale, conveyance, transfer, lease or other
disposition, whether in a single transaction or a series of related transactions
(including, without limitation, dispositions pursuant to Sale/ Leaseback
Transactions or pursuant to the merger of the Company or any of its Restricted
Subsidiaries with or into any person other than the Company or one of its
Restricted Subsidiaries), by the Company or one of its Restricted Subsidiaries
to any Person other than the Company or one of its Restricted Subsidiaries of:
(i) any of the Capital Stock or other ownership interests of any Subsidiary of
the Company or (ii) any other Property of the Company or any Property of its
Restricted Subsidiaries, in each case not in the ordinary course of business of
the Company or such Restricted Subsidiary. Notwithstanding the foregoing, the
following items will not be deemed to be Asset Sales: (a) any issuance or other
such disposition of Capital Stock or other ownership interests of any Restricted
Subsidiary to the Company or another Restricted Subsidiary; (b) any such
disposition of Property between or among the Company and its Restricted
Subsidiaries; (c) the sale or other disposition of cash or Temporary Cash
Investments; (d) any exchange of like Property pursuant to Section 1031 of the
Internal Revenue Code of 1986, as amended, for use in a Related Business; and
(e) a Restricted Payment that is permitted by the covenant described in Section
4.07 hereof.

        "Attributable Indebtedness" means Indebtedness deemed to be Incurred in
respect of a Sale/ Leaseback Transaction and shall be, at the date of
determination, the present value (discounted at the actual rate of interest
implicit in such transaction, compounded annually), of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in such Sale/Leaseback Transaction (including any period for which such lease
has been extended).

        "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

        "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

        "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, to be in full force and effect on the date of such
certification and delivered to the Trustee.

        "Borgata Facility" means the casino facility in Atlantic City, New
Jersey developed pursuant to the Borgata Joint Venture.

        "Borgata Joint Venture" means the joint venture pursuant to that certain
Joint Venture Agreement dated as of May 29, 1996, by and between MAC, CORP., a
wholly-owned subsidiary of Mirage Resorts, Incorporated, a Nevada corporation,
and Grand K, Inc., a wholly-owned subsidiary of the Company, which subsequently
assigned its interest to Boyd Atlantic City, Inc., as such agreement is amended
from time to time.

        "Boyd Family" means William S. Boyd, any direct descendant or spouse of
such person, or any direct descendant of such spouse, and any trust or other
estate in which each person who has a beneficial interest, directly or
indirectly through one or more intermediaries, in Capital Stock of the Company
is one of the foregoing persons.



                                       2
<PAGE>   9

        "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

        "Business Day" means any day other than a Legal Holiday.

        "Capital Lease Obligations" means Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP. For purposes of Section 4.11 hereof, Capital Lease Obligations shall
be deemed secured by a Lien on the Property being leased.

        "Capital Stock" means, with respect to any Person, any and all shares or
other equivalents (however designated) of corporate stock, partnership interests
or any other participation, right, warrants, options or other interest in the
nature of an equity interest in such Person, but excluding any debt security
convertible or exchangeable into such equity interest.

        "Change of Control" means the occurrence of any of the following: (i)
the consummation of any transaction, the result of which any "person" or "group"
(within the meaning of Sections 13(d)(3)and 14(d)(2) of the Exchange Act or any
successor provision to either of the foregoing, including any group acting for
the purpose of acquiring, holding or disposing of securities within the meaning
of Rule 13d-5(b)(1)under the Exchange Act), other than the Permitted Holders and
other than a Restricted Subsidiary, becomes the "beneficial owner" (as defined
in Rule 13d-3 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) of 50% or more of the total voting power of all classes of the Voting
Stock of the Company and/or warrants or options to acquire such Voting Stock,
calculated on a fully diluted basis; provided that for purposes of this clause
(i), the members of the Boyd Family shall be deemed to beneficially own any
Voting Stock of a corporation held by any other corporation (the "parent
corporation") so long as the members of the Boyd Family beneficially own (as so
defined), directly or indirectly through one or more intermediaries, in the
aggregate 50% or more of the total voting power of the Voting Stock of the
parent corporation; (ii) the sale, lease, conveyance or other transfer of all or
substantially all of the Property of the Company (other than to any Restricted
Subsidiary); (iii) the approval of any plan of liquidation or dissolution of the
Company by the stockholders of the Company; (iv) the Company consolidates with
or merges into another Person or any Person consolidates with or merges into the
Company in any such event pursuant to a transaction in which the outstanding
Voting Stock of the Company is reclassified into or exchanged for cash,
securities or other property, other than any such transaction where (a) the
outstanding Voting Stock of the Company is reclassified into or exchanged for
Voting Stock of the surviving corporation that is Capital Stock and (b) the
holders of the Voting Stock of the Company immediately prior to such transaction
own, directly or indirectly, not less than a majority of the Voting Stock of the
surviving corporation immediately after such transaction in substantially the
same proportion as before the transaction; or (v) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (together with any new directors whose election or
appointment by such board or whose nomination for election by the stockholders
of the Company was approved by a vote of either (a) 66 2/3% 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, or (b)
members of the Boyd Family who beneficially own (as defined for purposes of
clause (i) above), directly or indirectly through one or more intermediaries, in
the aggregate 50% or more of the total voting power of the Voting Stock of the
Company), cease for any reason to constitute a majority of the Board of
Directors then in office.

        "Change of Control Time" means the earlier of the public announcement of
(x) a Change of Control or (y) (if applicable) the intention of the Company to
effect a Change of Control.



                                       3
<PAGE>   10

        "Change of Control Triggering Event" means both a Change of Control and
a Rating Decline with respect to the Securities; provided, however, that a
change of Control Triggering Event shall not be deemed to have occurred if (i)
at the Change of Control Time the Securities have Investment Grade Status and
(ii) the Company effects defeasance of the Securities pursuant to the provisions
of Article 8 prior to a Rating Decline.

        "Clearstream" means Clearstream Banking, SA.

        "Company" means Boyd Gaming Corporation, a Nevada corporation, and any
and all successors thereto.

        "Consolidated EBITDA" means, for any period, without duplication, the
sum of: (i) Consolidated Net Income; and (ii) to the extent Consolidated Net
Income has been reduced thereby: (a) Consolidated Fixed Charges, (b) provisions
for taxes based on income, (c) consolidated depreciation expense, (d)
consolidated amortization expense, (e) all preopening expenses paid or accrued,
and (f) other noncash items reducing Consolidated Net Income; minus other
noncash items increasing Consolidated Net Income, all as determined on a
consolidated basis for the Company and its Restricted Subsidiaries in conformity
with GAAP.

        "Consolidated Fixed Charge Coverage Ratio" means the ratio of
Consolidated EBITDA during the Reference Period to the aggregate amount of
Consolidated Fixed Charges during the Reference Period.

        "Consolidated Fixed Charges" means, for any period, the total interest
expense of the Company and its consolidated Subsidiaries (other than
Unrestricted Subsidiaries) including (i) the interest component of Capital Lease
Obligations, (ii) one-third of the rental expense attributable to operating
leases, (iii) amortization of Indebtedness discount and commissions, discounts
and other similar fees and charges owed with respect to Indebtedness, (iv)
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 pursuant to Interest Rate Agreements, (vii) dividends on all Preferred
Stock of Restricted Subsidiaries held by Persons other than the Company or a
Restricted Subsidiary, (viii) interest attributable to the Indebtedness of any
other Person for which the Company or any Restricted Subsidiary is responsible
or liable as obligor, guarantor or otherwise (including Indebtedness Guaranteed
pursuant to Investment Guarantees) and (ix) any dividend or distribution,
whether in cash, property or securities, on Disqualified Stock of the Company.

        "Consolidated Net Income" means for any period, the net income (loss) of
the Company and its Subsidiaries determined in accordance with GAAP; provided,
however, that the following items shall be excluded from the computation of
Consolidated Net Income (i) any net income (loss) of any Person if such Person
is not a Restricted Subsidiary, except that, subject to the limitations
contained in clause (iv) below, (a) the net income (or, if applicable, the
Company's equity in the net income) of any such Person 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 a
net loss of any such Person (other than an Unrestricted Subsidiary) for such
period shall be included in determining such Consolidated Net Income; (ii) any
net income (loss) of any Person acquired by the Company or a 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
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) subject to the limitations
contained in



                                       4
<PAGE>   11

(iv) below, 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 that could have been distributed by such
Restricted Subsidiary during such period to the Company or another Restricted
Subsidiary as a dividend (subject, in the case of a dividend to another
Restricted Subsidiary, to the limitation contained in this clause) and (b) the
Company's equity in a 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 of the Company
or its consolidated Subsidiaries (including pursuant to any Sale/Leaseback
Transaction) 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) items classified as extraordinary or any
non-cash item classified as nonrecurring; and (vi) the cumulative effect of a
change in accounting principles.

        "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter ending at least 45 days prior to the taking of any action for the
purpose of which the determination is being made, as (i) the par or stated value
of all 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 and (b) any amounts attributable to
Disqualified Stock.

        "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Company.

        "Credit Facility" means the senior secured credit facility outstanding
on the Issue Date, as amended from time to time, among the Company, certain
Subsidiaries and a syndicate of banks, and any extensions, revisions,
refinancings or replacements thereof by an institutional lender or syndicate of
institutional lenders.

        "Currency Exchange Protection Agreement" means, in respect of a Person,
any foreign exchange contract, currency swap agreement, currency option or other
similar agreement or arrangement designed to protect such Person against
fluctuations in currency exchange rates.

        "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

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

        "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

        "Depositary" 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 Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

        "Disqualified Stock" of a Person means any Capital Stock of such Person
(i) that by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or otherwise, (a) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b)
is or may



                                       5
<PAGE>   12

become redeemable or repurchaseable at the option of the holder thereof, in
whole or in part, or (c) is convertible or exchangeable or exercisable for
Indebtedness and (ii) as to which the maturity, mandatory redemption, conversion
or exchange or redemption at the option of the holder thereof occurs, or may
occur, in the case of each of clauses (i) or (ii) on or prior to the first
anniversary of the Stated Maturity of the Notes; provided, however, that such
Capital Stock of the Company or any of its Subsidiaries shall not constitute
Disqualified Stock if it is redeemable prior to the first anniversary of the
Stated Maturity of the Notes only if (a) the holder or a beneficial owner of
such Capital Stock is required to qualify under the Gaming Laws and does not so
qualify, or (b) the Board of Directors determines in its reasonable, good faith
judgment, as evidenced by a Board Resolution, that as a result of a holder or
beneficial owner owning such Capital Stock, the Company or any of its
Subsidiaries has lost or may lose any Gaming License, which if lost or not
reinstated, as the case may be, would have a material adverse effect on the
business of the Company and its Subsidiaries, taken as a whole, or would
restrict the ability of the Company or any of its Subsidiaries to conduct
business in any gaming jurisdiction.

        "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

        "Event of Loss" means, with respect to any Property, any loss,
destruction or damage of such Property, or any condemnation, seizure or taking,
by exercise of the power of eminent domain or otherwise, of such Property, or
confiscation or requisition of the use of such Property.

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

        "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

        "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

        "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

        "Fair Market Value" means with respect to any Property, the price which
could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value will be
determined, except as otherwise provided (i) if such Property has a Fair Market
Value of less than $5 million, by any Officer of the Company or (ii) if such
Property has a Fair Market Value in excess of $5 million, by a majority of the
Board of Directors and evidenced by a Board Resolution, dated within 30 days of
the relevant transaction, delivered to the Trustee.

        "GAAP" means generally accepted accounting principles of the United
States of America set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the
date of this Indenture.

        "Gaming Authority" means any of the Nevada Gaming Commission, the Nevada
State Gaming Control Board, the Louisiana Gaming Control Board, the Mississippi
Gaming Commission, the New Jersey Casino Control Commission, the New Jersey
Division of Gaming Enforcement, the Illinois Gaming Board, the Indiana Gaming
Commission and any other agency (including, without limitation, any agency
established by a federally-recognized Indian tribe to regulate gaming on such
tribe's reservation)



                                       6
<PAGE>   13

which has, or may at any time after the date of this Indenture have,
jurisdiction over the gaming activities of the Company or any of its
Subsidiaries or any successor to such authority.

        "Gaming Facility" means any gaming or pari-mutuel wagering establishment
and other property or assets directly ancillary thereto or used in connection
therewith, including any building, restaurant, hotel, theater, parking
facilities, retail shops, land, golf courses and other recreation and
entertainment facilities, vessel, barge, ship and equipment or 100% of the
equity interest of a Person the primary business of which is ownership and
operation of any of the foregoing.

        "Gaming Laws" means the gaming laws of a jurisdiction or jurisdictions
to which the Company or any of its Subsidiaries is, or may at any time after the
date of this Indenture be, subject.

        "Gaming License" means any license, permit, franchise or other
authorization from any governmental authority required on the date of this
Indenture or at any time thereafter to own, lease, operate or otherwise conduct
the gaming business of the Company and its Subsidiaries, including all licenses
granted under Gaming Laws and other Legal Requirements.

        "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

        "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

        "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such first Person
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided, however, that the term "Guarantee" shall not include (a)
endorsements for collection or deposit in the ordinary course of business; or
(b) any obligation in the nature of a completion guaranty which is limited
solely to an obligation to complete the development, construction or opening of
any new Gaming Facility entered into on behalf of any Permitted Joint Venture.
The term "Guarantee" used as a verb has a corresponding meaning.

         "Guarantor" means each Guarantor listed on the signature pages of this
Indenture (excluding any Guarantor released in accordance with the terms hereof)
and any Subsidiary that executes a Note Guarantee in accordance with the
provisions of this Indenture, and its respective successors and assigns.

        "Holder" means a Person in whose name a Note is registered.

        "IAI Global Note" means the Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that shall be issued in a denomination equal to the outstanding
principal amount of the Notes held by Institutional Accredited Investors.

        "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
extend, assume, Guarantee or become liable in



                                       7
<PAGE>   14

respect of such Indebtedness or other obligation or the recording, as required
pursuant to GAAP or otherwise, of any such Indebtedness or obligation on the
consolidated balance sheet of such Person including by merger or operation of
law (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have
meanings correlative to the foregoing). The accretion of principal of a
noninterest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness so long the amount thereof is included in the
computation of "Consolidated Fixed Charges" for all purposes under this
Indenture.

        "Indebtedness" means (without duplication), with respect to any Person,
any indebtedness, secured or unsecured, contingent or otherwise, which is for
borrowed money (whether or not the recourse of the lender is to the whole of the
Property of such Person or only to a portion thereof), or the principal amount
of such indebtedness evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding any balances that constitute customer advance
payments and deposits, accounts payable or trade payables, and other accrued
liabilities arising in the ordinary course of business) if and to the extent any
of the foregoing indebtedness would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, and shall also include, to the
extent not otherwise included (i) any Capital Lease Obligations; (ii)
Indebtedness of other Persons secured by a Lien to which the Property owned or
held by such Person is subject, whether or not the obligation or obligations
secured thereby shall have been assumed (the amount of such Indebtedness being
deemed to be the lesser of the value of such Property or the amount of the
Indebtedness so secured); (iii) Guarantees of Indebtedness of other Persons;
(iv) any Disqualified Stock; (v) any Attributable Indebtedness; (vi) all
obligations of such Person in respect of letters of credit, bankers' acceptances
or other similar instruments or credit transactions issued for the account of
such Person (including reimbursement obligations with respect thereto), other
than obligations with respect to letters of credit securing obligations (other
than obligations described in this definition) 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; (vii) in the case
of the Company, Preferred Stock of its Restricted Subsidiaries; and (viii)
obligations pursuant to any Interest Rate Agreement or Currency Exchange
Protection Agreement.

        Notwithstanding the foregoing, Indebtedness shall not include any
interest or accrued interest until due and payable. For purposes of this
definition, the maximum fixed repurchase price of any Disqualified Stock or
Preferred Stock that does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Stock or Preferred Stock as if
such Disqualified Stock or Preferred Stock were repurchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture;
provided, however, that if such Disqualified Stock or Preferred Stock is not
then permitted to be repurchased, the repurchase price shall be the book value
of such Disqualified Stock or Preferred Stock. The amount of Indebtedness of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability of any
other obligations described in clauses (i) through (viii) above in respect
thereof at such date.

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

        "Independent Advisor" means, an investment banking firm of national
standing with non-investment grade debt underwriting experience or any third
party appraiser of national standing; provided, however, that such firm or
appraiser is not an Affiliate of the Company.

        "Indirect Participant" means a Person who holds a beneficial interest in
a Global Note through a Participant.



                                       8
<PAGE>   15

        "Initial Notes" means the first $200 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

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

        "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement.

        "Investment" by any Person means any direct or indirect loan, advance or
other extension of credit or capital contribution (by means of transfers of cash
or other Property to others or payments for Property or services for the account
or use of others), in connection with the performance of obligations under any
completion guaranty or otherwise, to, or Incurrence of an Investment Guarantee
or a Guarantee of any obligation of, or purchase or acquisition of Capital
Stock, bonds, notes, debentures or other securities or evidence of Indebtedness
issued by, any other Person, including the designation by the Board of Directors
of a Person to be an Unrestricted Subsidiary. In determining the amount of any
Investment in respect of any Property other than cash, such Property shall be
valued at its Fair Market Value at the time of such Investment.

        "Investment Grade Rating" means a rating equal to or higher than Baa3
(or the equivalent) by Moody's (or any successor to the rating agency business
thereof) and BBB- (or the equivalent) by S&P (or any successor to the rating
agency business thereof).

        "Investment Grade Status" means any time at which the ratings of the
Notes by each of Moody's (or any successor to the rating agency business
thereof) and S&P (or any successor to the rating agency business thereof) are
Investment Grade Ratings.

        "Investment Guarantee" means any Guarantee by the Company or a
Restricted Subsidiary of Indebtedness of a Permitted Joint Venture; provided,
such Guarantee complies with the requirements of clause (vii) of Section 4.06(b)
hereof; provided, further, that only such Indebtedness of such Permitted Joint
Venture Guaranteed by the Company or a Restricted Subsidiary that matures by its
terms prior to the time (if any) that the ability of the Company or a Restricted
Subsidiary to control the day-to-day operations of such Permitted Joint Venture
(pursuant to a management contract or otherwise) is scheduled to expire may
constitute Indebtedness subject to an Investment Guarantee.

        "Issue Date" means the date on which the Initial Notes are initially
issued.

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

        "Legal Requirements" means all laws, statutes and ordinances and all
rules, orders, rulings, regulations, directives, decrees, injunctions and
requirements of all governmental authorities, that are now or may hereafter be
in existence, and that may be applicable to the Company or any Subsidiary or
Affiliate thereof or the Trustee (including building codes, zoning and
environmental laws, regulations and ordinances and Gaming Laws), as modified by
any variances, special use permits, waivers, exceptions or other exemptions
which may from time to time be applicable.



                                       9
<PAGE>   16

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

        "Lien" means with respect to any Property of any Person, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority, or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such Property (including any Capital Lease
Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing). Any
Sale/Leaseback Transaction shall be deemed to constitute a Lien on the Property
which is the subject of such Sale/Leaseback Transaction securing the
Attributable Indebtedness represented thereby.

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

        "Moody's" means Moody's Investors Service, Inc.

        "Net Cash Proceeds" with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale, net of attorney's fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

        "Net Proceeds" from any Asset Sale or Event of Loss by any Person or its
Restricted Subsidiaries means cash and cash equivalents received in respect of
the Property sold or with respect to which an Event of Loss occurred, net of (i)
all reasonable out-of-pocket expenses of such Person or such Restricted
Subsidiary Incurred in connection with an Asset Sale of such type, including,
without limitation, all legal, title and recording tax expenses, commissions and
fees and expenses incurred (but excluding any finder's fee or broker's fee
payable to any Affiliate of such Person) and all Federal, state, provincial,
foreign and local taxes arising in connection with such Asset Sale or Event of
Loss that are paid or required to be accrued as a liability under GAAP by such
Person or its Restricted Subsidiaries, (ii) all payments made by such Person or
its Restricted Subsidiaries on any Indebtedness which is secured by such
Property in accordance with the terms of any Lien upon or with respect to such
Property or which must, by the terms of such Lien, or in order to obtain a
necessary consent to such Asset Sale or by applicable law, be repaid out of the
proceeds from such Asset Sale or Event of Loss, and (iii) all contractually
required distributions and other payments made to minority interest holders (but
excluding distributions and payments to Affiliates of such Person) in Restricted
Subsidiaries of such Person as a result of such Asset Sale or Event of Loss;
provided, however, that, in the event that any consideration for an Asset Sale
(which would otherwise constitute Net Proceeds) is required to be held in escrow
pending determination of whether a purchase price adjustment will be made, such
consideration (or any portion thereof) shall become Net Proceeds only at such
time as it is released to such Person or its Restricted Subsidiaries from
escrow; and provided further, however, that any noncash consideration received
in connection with an Asset Sale or Event of Loss which is subsequently
converted to cash shall be deemed to be Net Proceeds at and from the time of
such conversion.

        "Non-Recourse Indebtedness" means Indebtedness of a Person to the extent
that under the terms thereof or pursuant to applicable law: (i) no personal
recourse shall be had against such Person for the payment of the principal of or
interest or premium, if any, on such Indebtedness, and (ii) enforcement of
obligations on such Indebtedness is limited only to recourse against interests
in Property purchased with the proceeds of the Incurrence of such Indebtedness
and as to which neither the Company nor any of its Restricted Subsidiaries
provides any credit support or is liable.



                                       10
<PAGE>   17

        "Non-U.S. Person" means a Person who is not a U.S. Person.

        "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

        "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

        "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

        "Offering" means the offering of the Notes by the Company.

        "Officer" means the Chief Executive Officer, President, Treasurer, any
Executive Vice President, Senior Vice President or any Vice President of the
Company.

        "Officers' Certificate" means a certificate signed by two Officers at
least one of whom shall be the principal executive officer, principal accounting
officer or principal financial officer of the Company.

        "Opinion of Counsel" means a written opinion from legal counsel that
meets the requirements of Section 12.05 hereof. The counsel may be an employee
of or counsel to the Company.

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

        "Permitted FF&E Financing" means Indebtedness of the Company or any of
its Restricted Subsidiaries that is Incurred to finance the acquisition or lease
after the date of this Indenture of newly acquired or leased furniture, fixtures
or equipment ("FF&E") used directly in the operation of a Gaming Facility owned
or leased by the Company or its Restricted Subsidiaries and secured by a Lien on
such FF&E in an amount not to exceed 100% of the cost of the FF&E so purchased
or leased.

        "Permitted Holders" means the Boyd Family and any group (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) comprised solely of
members of the Boyd Family.

        "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

        (i) a Restricted Subsidiary or a Person which will, upon the making of
such Investment, become a Restricted Subsidiary; provided, however, that the
primary business of such Restricted Subsidiary is a Related Business;

        (ii) another Person if as a result of such Investment such other Person
is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the Company or a Restricted Subsidiary;
provided, however, that such Person's primary business is a Related Business;

        (iii)  Temporary Cash Investments;

        (iv) receivables owing to the Company or any Restricted Subsidiary, if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms; provided, however, that
such trade terms may include such concessionary trade terms as the Company or
any such Restricted Subsidiary deems reasonable under the circumstances;



                                       11
<PAGE>   18

        (v) payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses for
accounting purposes and that are made in the ordinary course of business;

        (vi) loans or advances to employees made in the ordinary course of
business consistent with past practices of the Company or such Restricted
Subsidiary, as the case may be;

        (vii) stock, obligations or securities received in settlement of debts
created in the ordinary course of business and owing to the Company or any
Restricted Subsidiary or in satisfaction of judgments; and

        (viii) securities received pursuant to clause (ii) of Section 4.09(a)
hereof.

        "Permitted Joint Venture" means a Person in which a Permitted Joint
Venture Investment has been made by the Company or any Restricted Subsidiary.

        "Permitted Joint Venture Investment" means any Investment in a Person
primarily engaged or preparing to engage in a Related Business if (i) other than
with respect to any Person which is a Native American tribe or an agency or
instrumentality thereof, immediately after giving effect to such Investment, the
Company or a Restricted Subsidiary will own at least 35% of the shares of
Capital Stock (including at least 35% of the total voting power thereof) of such
Person, and will control the day-to-day operations of such Person pursuant to a
management contract or otherwise; or (ii) with respect to any Person which is a
Native American tribe or an agency or instrumentality thereof, there is in
effect a written agreement which has been approved by all required Gaming
Authorities, pursuant to which the Company or one of its Restricted Subsidiaries
will manage such tribe's gaming activities at the facility or facilities for
which the Investment is being made in exchange for customary fees and
reimbursements.

        "Permitted Liens" means:

        (i) Liens for taxes, assessments or governmental charges or levies on
the Property of the Company or any Specified Subsidiary if the same shall not at
the time be delinquent or thereafter can be paid without penalty, or are being
contested in good faith and by appropriate proceedings;

        (ii) Liens imposed by law, such as carriers', warehousemen's and
mechanics' Liens and other similar Liens on the Property of the Company or any
Specified Subsidiary which secure payment of obligations arising in the ordinary
course of business;

        (iii) Liens on the Property of the Company or any Specified Subsidiary
in favor of issuers of performance bonds and surety bonds obtained in the
ordinary course of business;

        (iv) other Liens on the Property of the Company or any Specified
Subsidiary incidental to the conduct of their respective businesses or the
ownership of their respective Properties which were not created in connection
with the Incurrence of Indebtedness or the obtaining of advances or credit and
which do not in the aggregate materially detract from the value of their
respective Properties or materially impair the use thereof in the operation of
their respective businesses;

        (v) pledges or deposits by the Company or any Specified Subsidiary under
workmen's compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than
for the payment of Indebtedness) or leases to which the Company or any Specified
Subsidiary is a party, or deposits to secure public or statutory obligations



                                       12
<PAGE>   19

of the Company or any Specified Subsidiary, or deposits for the payment of rent,
in each case Incurred in the ordinary course of business; and

        (vi) utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and do not materially
detract from the value of such Property; and (vii) Liens securing obligations to
the Trustee pursuant to the compensation and indemnity provisions of this
Indenture.

        "Permitted Refinancing Indebtedness" means any renewals, extensions,
substitutions, refinancings or replacements of any Indebtedness, including any
successive extensions, renewals, substitutions, refinancings or replacements
(and including refinancings by the Company of Indebtedness of a Restricted
Subsidiary) so long as: (i) the aggregate amount of Indebtedness represented
thereby is not increased by such renewal, extension, substitution, refinancing
or replacement, (ii) the average life and Stated Maturity is not shortened, and
(iii) the new Indebtedness shall not be senior in right of payment to the
Indebtedness that is being extended, renewed, substituted, refinanced or
replaced; provided, however, that Permitted Refinancing Indebtedness shall not
include: (a) Indebtedness of a Subsidiary that refinances Indebtedness of the
Company or another Subsidiary or (b) Indebtedness of the Company that refinances
the Indebtedness of an Unrestricted Subsidiary.

        "Permitted Stardust Contribution" shall mean the contribution by
Mare-Bear, Inc. (or any other Guarantor which owns the Stardust Casino facility
on the Las Vegas Strip) of the Stardust real estate (and improvements thereon)
to a Permitted Joint Venture which is not a Subsidiary of the Company, which
contribution shall be permitted if (i) it occurs subsequent to the opening of
the Borgata Facility; (ii) pro forma for such contribution the Consolidated
Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is
2.5 to 1 or greater; (iii) at the time the Company enters into a binding
agreement to make any such contribution the Notes have ratings from S&P and
Moody's which are not less than the ratings assigned by such rating agencies to
the Notes on the Issue Date, respectively (and there is no announced review
pending for a possible downgrade of such ratings); (iv) the terms of any such
contribution comply with the requirements of the provision described in Section
4.10 hereof, without regard to the exception set forth in clause (ii) of the
second paragraph thereof; and (v) the Company shall have delivered to the
Trustee for payment to the Holders of the Notes an amount equal to the greater
of (a) $7.50 per each $1,000 principal amount of Notes then outstanding; or (b)
an amount per $1,000 principal amount of Notes then outstanding equal to the
amount, if any, paid to the holders of the Company's 9.50% Senior Subordinated
Notes due 2007 as consideration for their consent to such contribution of the
Stardust property to a permitted joint venture.

        "Person" means any individual, corporation, company (including limited
liability company), partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof.

        "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions or liquidation proceeds of such Person over the holders
of other Capital Stock issued by such Person.

        "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

        "Property" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including, without limitation, Capital Stock in any
other Person (but excluding Capital Stock or other securities issued by such
first Person).



                                       13
<PAGE>   20

        "Public Equity Offering" means an underwritten public offering of
Capital Stock of the Company pursuant to an effective registration statement
under the Securities Act.

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

        "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), or (b) is directly
or indirectly liable as a guarantor or otherwise; provided, however, that the
provision by the Company of a completion guaranty or the making of payments with
respect thereto, in each case, to the extent permitted under Section 4.06 hereof
shall not prevent any Indebtedness from constituting Qualified Non-Recourse
Debt;

        (ii) no default with respect to which (including any rights that the
holders of the Indebtedness may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any Indebtedness of the Company or any of its Restricted Subsidiaries
to declare a default on such other Indebtedness or cause the payment of the
Indebtedness 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.

        "Rating Agencies" means S&P and Moody's or any successor to the
respective rating agency businesses thereof.

        "Rating Decline" shall have occurred if at any date within 90 calendar
days after the date of public disclosure of the occurrence of a Change of
Control (which period will be extended for so long as the Company's debt ratings
are under publicly announced review for possible downgrading (or without an
indication of the direction of a possible ratings change) by either Moody's or
S&P or their respective successors) the Notes no longer have Investment Grade
Status.

        "Reference Period" means the period of four consecutive fiscal quarters
ending with the last full fiscal quarter immediately preceding the date of a
proposed Incurrence, Restricted Payment or other transaction.

        "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of July 26, 2001, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or
more registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act.

        "Regulation S" means Regulation S promulgated under the Securities Act.

        "Regulation S Global Note" means a global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.



                                       14
<PAGE>   21

        "Related Business" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries in connection with any Gaming
Facility and any and all reasonably related businesses necessary for, in
support, furtherance or anticipation of and/or ancillary to or in preparation
for, such business including, without limitation, the development, expansion or
operation of any Gaming Facility (including any land-based, dockside, riverboat
or other type of casino), owned, or to be owned, leased or managed by the
Company or one of its Subsidiaries.

        "Related Person" means any legal or beneficial owner of 5% or more of
any class of Capital Stock of the Company or any of its Subsidiaries.

        "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

        "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

        "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

        "Restricted Payment" means:

        (i) any dividend or distribution (whether made in cash, property or
securities) declared or paid on or with respect to any shares of Capital Stock
of the Company or to the Company's stockholders except for such dividends or
distributions payable solely in Capital Stock of the Company (other than
Disqualified Stock of the Company);

        (ii) a payment made by the Company or any Restricted Subsidiary (other
than to the Company or a Restricted Subsidiary) to purchase, redeem, acquire or
retire any Capital Stock of the Company or Capital Stock of any Affiliate of the
Company or any warrants, rights or options, to directly or indirectly purchase
or acquire any such Capital Stock or any securities exchangeable for or
convertible into any such Capital Stock;

        (iii) a payment made by the Company or any Restricted Subsidiary to
redeem, repurchase, defease or otherwise acquire or retire for value, prior to
any scheduled maturity, scheduled sinking fund or mandatory redemption payment
(other than the purchase, repurchase, or other acquisition of any Indebtedness
subordinate in right of payment to the Notes purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of acquisition), Indebtedness of
the Company or any Guarantor which is subordinate (whether pursuant to its terms
or by operation of law) in right of payment to the Notes or the Note Guarantees;
or

        (iv) any Investment (other than a Permitted Investment) in any Person.

        "Restricted Subsidiary" means any Subsidiary of the Company that (a) has
not been designated by the Board of Directors of the Company as an Unrestricted
Subsidiary, or (b) was an Unrestricted Subsidiary but has been redesignated by
the Board of Directors of the Company as a Restricted Subsidiary, in each case
as provided under the definition of Unrestricted Subsidiary; provided, however,
that no Subsidiary shall become a Restricted Subsidiary unless, immediately
after giving pro forma effect to such designation, the Company would be able to
incur at least $1.00 of additional Indebtedness pursuant to Section 4.08(a)
hereof.



                                       15
<PAGE>   22

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

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

        "Rule 903" means Rule 903 promulgated under the Securities Act.

        "Rule 904" means Rule 904 promulgated the Securities Act.

        "Sale/Leaseback Transaction" means, with respect to any Person, any
direct or indirect arrangement pursuant to which Property is sold or transferred
by such Person or a Restricted Subsidiary of such Person and is thereafter
leased back from the purchaser or transferee thereof by such Person or one of
its Restricted Subsidiaries.

        "S&P" means Standard & Poor's Ratings Group, a division of the
McGraw-Hill Companies, Inc.

        "SEC" means the Securities and Exchange Commission.

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

        "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

        "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which a payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

        "Subsidiary" of any Person means any corporation, association,
partnership, limited liability company or other business entity of which more
than 50% of the total voting power of shares of Capital Stock or other interests
(including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by (i) such
Person, (ii) such Person and one or more Subsidiaries of such Person or (iii)
one or more Subsidiaries of such Person.

        "Temporary Cash Investments" means any of the following:

        (i) Investments in U.S. Government Obligations maturing within 90 days
of the date of acquisition thereof,

        (ii) Investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 90 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America or any state thereof having capital, surplus and
undivided profits aggregating in excess of $500,000,000 and whose long-term debt
is rated "A-3" or higher, "A-" or higher or "A-" or higher according to
Moody's, S&P or Fitch Credit Rating Co. (or such similar equivalent rating by at
least one "nationally recognized statistical rating organization" (as defined in
Rule 436 under the Securities Act)), respectively,

        (iii) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with a bank meeting the qualifications described in clause (ii) above,



                                       16
<PAGE>   23

        (iv) Investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than the Company
or an Affiliate of the Company) organized and in existence under the laws of the
United States of America with a rating at the time as of which any Investment
therein is made of "P-1" (or higher) according to Moody's "A-1" (or higher)
according to S&P or "A-1" (or higher) according to Fitch Credit Rating Co. (or
such similar equivalent rating by at least one "nationally recognized
statistical rating organization" (as defined in Rule 436 under the Securities
Act)), and

        (v) investments in money market funds substantially all of whose assets
comprise securities of the types described in clauses (i) through (iv) above.

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

        "Trustee" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

        "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

        "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

        "Unrestricted Subsidiary" means (i) any Subsidiary of the Company which
at the time of determination shall be an Unrestricted Subsidiary (as designated
by the Board of Directors) and (ii) any Subsidiary of an Unrestricted
Subsidiary.

        The Board of Directors may designate any Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary (unless such Subsidiary owns any Capital Stock of or owns or holds
any Lien on any Property of the Company or any other Subsidiary of the Company
which is not a Subsidiary of the Subsidiary to be so designated); provided, that
such Subsidiary has no Indebtedness other than Qualified Non-Recourse Debt and
(a) the Subsidiary to be so designated has total assets of $1,000 or less, or
(b) such designation is effective immediately upon such entity becoming a
Subsidiary of the Company.

        Subject to clause (ii) above, the Board of Directors may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately
after giving pro forma effect to such redesignation, the Company would be able
to incur at least $1.00 of additional Indebtedness pursuant to Section 4.08(a)
hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirement with respect to Qualified Non-Recourse Debt, 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 4.08 hereof, the
Company shall be in Default of such covenant).

        Any such designation by the Board of Directors will be evidenced to the
Trustee by filing with the Trustee a copy of the Board Resolution giving effect
to such designation and an Officers' Certificate certifying (i) that such
designation complies with the foregoing provisions and (ii) giving the effective
date of such designation, such filing with the Trustee to occur within 75 days
after the end of the fiscal



                                       17
<PAGE>   24

quarter of the Company in which such designation is made (or, in the case of a
designation made during the last fiscal quarter of the fiscal year, within 120
days after the end of such fiscal year).

        "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

        "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

        "Voting Stock" means securities of any class or classes of a Person, the
holders of which are ordinarily, in the absence of contingencies, entitled to
vote for corporate directors (or Persons performing equivalent functions).

Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                        Defined
                                                                           in
       Term                                                             Section
       ----                                                             -------
<S>                                                                     <C>
       "Affiliate Transaction"......................................     4.10
       "Asset Sale Offer"...........................................     3.09
       "Authentication Order".......................................     2.02
       "Change of Control Offer"....................................     4.14
       "Change of Control Payment"..................................     4.14
       "Change of Control Payment Date".............................     4.14
       "Claiming Guarantor".........................................    10.07
       "Contributing Guarantor".....................................    10.07
       "Covenant Defeasance"........................................     8.03
       "Event of Default"...........................................     6.01
       "Excess Proceeds"............................................     4.09
       "Legal Defeasance"...........................................     8.02
       "Offer Amount"...............................................     3.09
       "Offer Period"...............................................     3.09
       "Paying Agent"...............................................     2.03
       "Prepayment Offer"...........................................     4.09
       "Purchase Date"..............................................     3.09
       "Registrar"..................................................     2.03
       "Specified Subsidiary........................................     4.11
       "Successor"..................................................     5.01
       "Suspended Covenants"........................................     4.19
</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;



                                       18
<PAGE>   25

        "indenture to be qualified" means this Indenture;

        "indenture trustee" or "institutional trustee" means the Trustee; and

        "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

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

Section 1.04. Rules of Construction.

        Unless the context otherwise requires:

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

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

        (c) "or" is not exclusive;

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

        (e) provisions apply to successive events and transactions;

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

        (g) unsecured Indebtedness shall not be deemed to be subordinate or
junior to secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness.

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01. Form and Dating.

        (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

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

        (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of



                                       19
<PAGE>   26

Exchanges of Interests in the Global Note" attached thereto). Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

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

Section 2.02. Execution and Authentication.

        Two Officers shall sign the Notes for the Company by manual or facsimile
signature.

        If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

        A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

        The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Initial Notes
plus the aggregate principal amount stated in paragraph 4 of any Additional
Notes permitted to be issued under this Indenture. The aggregate principal
amount of Notes outstanding at any time may not exceed such amount except as
provided in Section 2.07 hereof.

        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 Holders or an
Affiliate of the Company.

Section 2.03. Registrar and Paying Agent.

        The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and 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 "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing 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 or Registrar.

        The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.



                                       20
<PAGE>   27

        The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global 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
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company 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 may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by the Paying Agent. 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 Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.

Section 2.05. Holder Lists.

        The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06. Transfer and Exchange.

        (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

        (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also



                                       21
<PAGE>   28

shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

                (i) Transfer of Beneficial Interests in the Same Global Note.
        Beneficial interests in any Restricted Global Note may be transferred to
        Persons who take delivery thereof in the form of a beneficial interest
        in the same Restricted Global Note in accordance with the transfer
        restrictions set forth in the Private Placement Legend; provided,
        however, that prior to the expiration of the Restricted Period,
        transfers of beneficial interests in the Regulation S Global Note may
        not be made to a U.S. Person or for the account or benefit of a U.S.
        Person (other than an Initial Purchaser). Beneficial interests in any
        Unrestricted Global Note may be transferred to Persons who take delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note. No written orders or instructions shall be required to be
        delivered to the Registrar to effect the transfers described in this
        Section 2.06(b)(i).

                (ii) All Other Transfers and Exchanges of Beneficial Interests
        in Global Notes. In connection with all transfers and exchanges of
        beneficial interests that are not subject to Section 2.06(b)(i) above,
        the transferor of such beneficial interest must deliver to the Registrar
        either (A) (1) a written order from a Participant or an Indirect
        Participant given to the Depositary in accordance with the Applicable
        Procedures directing the Depositary to credit or cause to be credited a
        beneficial interest in another Global Note in an amount equal to the
        beneficial interest to be transferred or exchanged and (2) instructions
        given in accordance with the Applicable Procedures containing
        information regarding the Participant account to be credited with such
        increase or (B) (1) a written order from a Participant or an Indirect
        Participant given to the Depositary in accordance with the Applicable
        Procedures directing the Depositary to cause to be issued a Definitive
        Note in an amount equal to the beneficial interest to be transferred or
        exchanged and (2) instructions given by the Depositary to the Registrar
        containing information regarding the Person in whose name such
        Definitive Note shall be registered to effect the transfer or exchange
        referred to in (1) above. Upon consummation of an Exchange Offer by the
        Company in accordance with Section 2.06(f) hereof, the requirements of
        this Section 2.06(b)(ii) shall be deemed to have been satisfied upon
        receipt by the Registrar of the instructions contained in the Letter of
        Transmittal delivered by the Holder of such beneficial interests in the
        Restricted Global Notes. Upon satisfaction of all of the requirements
        for transfer or exchange of beneficial interests in Global Notes
        contained in this Indenture and the Notes or otherwise applicable under
        the Securities Act, the Trustee shall adjust the principal amount of the
        relevant Global Note(s) pursuant to Section 2.06(h) hereof.

                (iii) Transfer of Beneficial Interests to Another Restricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in another Restricted Global Note if the transfer
        complies with the requirements of Section 2.06(b)(ii) above and the
        Registrar receives the following:

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

                        (B) if the transferee will take delivery in the form of
                a beneficial interest in the Regulation S Global Note, then the
                transferor must deliver a certificate in the form of Exhibit B
                hereto, including the certifications in item (2) thereof; and

                        (C) if the transferee will take delivery in the form of
                a beneficial interest in the IAI Global Note, then the
                transferor must deliver a certificate in the form of Exhibit B



                                       22
<PAGE>   29

                hereto, including the certifications and certificates and
                Opinion of Counsel required by item (3) thereof, if applicable.

                (iv) Transfer and Exchange of Beneficial Interests in a
        Restricted Global Note for Beneficial Interests in the Unrestricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        exchanged by any holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        Section 2.06(b)(ii) above and:

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

                        (B) such transfer is effected pursuant to the Shelf
                Registration Statement in accordance with the Registration
                Rights Agreement;

                        (C) such transfer is effected by a Broker-Dealer
                pursuant to the Exchange Offer Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D) the Registrar receives the following:

                                (1) if the holder of such beneficial interest in
                        a Restricted Global Note proposes to exchange such
                        beneficial interest for a beneficial interest in an
                        Unrestricted Global Note, a certificate from such holder
                        in the form of Exhibit C hereto, including the
                        certifications in item (1)(a) thereof; or

                                (2) if the holder of such beneficial interest in
                        a Restricted Global Note proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of a beneficial interest in an
                        Unrestricted Global Note, a certificate from such holder
                        in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable to
                the Registrar to the effect that such exchange or transfer is in
                compliance with the Securities Act and that the restrictions on
                transfer contained herein and in the Private Placement Legend
                are no longer required in order to maintain compliance with the
                Securities Act.

        If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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



                                       23
<PAGE>   30

        (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

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

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

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

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

                        (D) if such beneficial interest is being transferred
                pursuant to an exemption from the registration requirements of
                the Securities Act in accordance with Rule 144 under the
                Securities Act, a certificate to the effect set forth in Exhibit
                B hereto, including the certifications in item (3)(a) thereof;

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

                        (F) if such beneficial interest is being transferred to
                the Company or any of its Subsidiaries, a certificate to the
                effect set forth in Exhibit B hereto, including the
                certifications in item (3)(b) thereof; or

                        (G) if such beneficial interest is being transferred
                pursuant to an effective registration statement under the
                Securities Act, a certificate to the effect set forth in Exhibit
                B hereto, including the certifications in item (3)(c) thereof,

        the Trustee shall cause the aggregate principal amount of the applicable
        Global Note to be reduced accordingly pursuant to Section 2.06(h)
        hereof, and the Company shall execute and the Trustee shall authenticate
        and deliver to the Person designated in the instructions a Definitive
        Note in the appropriate principal amount. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 2.06(c) shall be registered in such name or names and in
        such authorized denomination or denominations as the holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange



                                       24
<PAGE>   31

        for a beneficial interest in a Restricted Global Note pursuant to this
        Section 2.06(c)(i) shall bear the Private Placement Legend and shall be
        subject to all restrictions on transfer contained therein.

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

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

                        (B) such transfer is effected pursuant to the Shelf
                Registration Statement in accordance with the Registration
                Rights Agreement;

                        (C) such transfer is effected by a Broker-Dealer
                pursuant to the Exchange Offer Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D) the Registrar receives the following:

                                (1) if the holder of such beneficial interest in
                        a Restricted Global Note proposes to exchange such
                        beneficial interest for a Definitive Note that does not
                        bear the Private Placement Legend, a certificate from
                        such holder in the form of Exhibit C hereto, including
                        the certifications in item (1)(b) thereof; or

                                (2) if the holder of such beneficial interest in
                        a Restricted Global Note proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of a Definitive Note that does not
                        bear the Private Placement Legend, a certificate from
                        such holder in the form of Exhibit B hereto, including
                        the certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable to
                the Registrar to the effect that such exchange or transfer is in
                compliance with the Securities Act and that the restrictions on
                transfer contained herein and in the Private Placement Legend
                are no longer required in order to maintain compliance with the
                Securities Act.

                (iii) Beneficial Interests in Unrestricted Global Notes to
        Unrestricted Definitive Notes. If any holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
        amount of the applicable Global Note to be reduced accordingly pursuant
        to Section 2.06(h) hereof, and the Company shall execute and the Trustee
        shall authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 2.06(c)(iii) shall be registered in such name or names and
        in such authorized denomination or denominations



                                       25
<PAGE>   32

        as the holder of such beneficial interest shall instruct the Registrar
        through instructions from the Depositary and the Participant or Indirect
        Participant. The Trustee shall deliver such Definitive Notes to the
        Persons in whose names such Notes are so registered. Any Definitive Note
        issued in exchange for a beneficial interest pursuant to this Section
        2.06(c)(iii) shall not bear the Private Placement Legend.

        (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

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

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

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

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

                        (D) if such Restricted Definitive Note is being
                transferred pursuant to an exemption from the registration
                requirements of the Securities Act in accordance with Rule 144
                under the Securities Act, a certificate to the effect set forth
                in Exhibit B hereto, including the certifications in item (3)(a)
                thereof;

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

                        (F) if such Restricted Definitive Note is being
                transferred to the Company or any of its Subsidiaries, a
                certificate to the effect set forth in Exhibit B hereto,
                including the certifications in item (3)(b) thereof; or

                        (G) if such Restricted Definitive Note is being
                transferred pursuant to an effective registration statement
                under the Securities Act, a certificate to the effect set forth
                in Exhibit B hereto, including the certifications in item (3)(c)
                thereof,

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



                                       26
<PAGE>   33

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

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

                        (B) such transfer is effected pursuant to the Shelf
                Registration Statement in accordance with the Registration
                Rights Agreement;

                        (C) such transfer is effected by a Broker-Dealer
                pursuant to the Exchange Offer Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D) the Registrar receives the following:

                                (1) if the Holder of such Definitive Notes
                        proposes to exchange such Notes for a beneficial
                        interest in the Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit C hereto,
                        including the certifications in item (1)(c) thereof; or

                                (2) if the Holder of such Definitive Notes
                        proposes to transfer such Notes to a Person who shall
                        take delivery thereof in the form of a beneficial
                        interest in the Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit B hereto,
                        including the certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests or if the Applicable Procedures so
                require, an Opinion of Counsel in form reasonably acceptable to
                the Registrar to the effect that such exchange or transfer is in
                compliance with the Securities Act and that the restrictions on
                transfer contained herein and in the Private Placement Legend
                are no longer required in order to maintain compliance with the
                Securities Act.

                Upon satisfaction of the conditions of any of the subparagraphs
        in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
        Notes and increase or cause to be increased the aggregate principal
        amount of the Unrestricted Global Note.

                (iii) Unrestricted Definitive Notes to Beneficial Interests in
        Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
        may exchange such Note for a beneficial interest in an Unrestricted
        Global Note or transfer such Definitive Notes to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note at any time. Upon receipt of a request for such an exchange
        or transfer, the Trustee shall cancel the applicable Unrestricted
        Definitive Note and increase or cause to be increased the aggregate
        principal amount of one of the Unrestricted Global Notes.

                If any such exchange or transfer from a Definitive Note to a
        beneficial interest is effected pursuant to subparagraphs (ii)(B),
        (ii)(D) or (iii) above at a time when an Unrestricted Global



                                       27
<PAGE>   34

        Note has not yet been issued, the Company shall issue and, upon receipt
        of an Authentication Order in accordance with Section 2.02 hereof, the
        Trustee shall authenticate one or more Unrestricted Global Notes in an
        aggregate principal amount equal to the principal amount of Definitive
        Notes so transferred.

        (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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

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

                        (C) if the transfer will be made pursuant to any other
                exemption from the registration requirements of the Securities
                Act, then the transferor must deliver a certificate in the form
                of Exhibit B hereto, including the certifications, certificates
                and Opinion of Counsel required by item (3) thereof, if
                applicable.

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

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

                        (B) any such transfer is effected pursuant to the Shelf
                Registration Statement in accordance with the Registration
                Rights Agreement;

                        (C) any such transfer is effected by a Broker-Dealer
                pursuant to the Exchange Offer Registration Statement in
                accordance with the Registration Rights Agreement; or

                        (D) the Registrar receives the following:



                                       28
<PAGE>   35

                                (1) if the Holder of such Restricted Definitive
                        Notes proposes to exchange such Notes for an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit C hereto, including the
                        certifications in item (1)(d) thereof; or

                                (2) if the Holder of such Restricted Definitive
                        Notes proposes to transfer such Notes to a Person who
                        shall take delivery thereof in the form of an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests, an Opinion of Counsel in form
                reasonably acceptable to the Company to the effect that such
                exchange or transfer is in compliance with the Securities Act
                and that the restrictions on transfer contained herein and in
                the Private Placement Legend are no longer required in order to
                maintain compliance with the Securities Act.

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

        (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

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

                (i) Private Placement Legend.

                        (A) Except as permitted by subparagraph (B) below, each
                Global Note and each Definitive Note (and all Notes issued in
                exchange therefor or substitution thereof) shall bear the legend
                in substantially the following form:

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, PLEDGED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL



                                       29
<PAGE>   36
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL
NOT WITHIN TWO YEARS AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF
THIS NOTE OR THE DATE THIS NOTE WAS ACQUIRED FROM AN AFFILIATE OF THE COMPANY,
REOFFER, PLEDGE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2), (3), OR (7) OF RULE 501 UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT WHO, PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE NOTES AND AN OPINION OF COUNSEL (IF THE COMPANY
SO REQUESTS), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

                        (B) Notwithstanding the foregoing, any Global Note or
                Definitive Note issued pursuant to subparagraphs (b)(iv),
                (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                to this Section 2.06 (and all Notes issued in exchange therefor
                or substitution thereof) shall not bear the Private Placement
                Legend.

                (ii) Global Note Legend. Each Global Note shall bear a legend in
        substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

        (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to



                                       30
<PAGE>   37

such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

        (i) General Provisions Relating to Transfers and Exchanges.

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

                (ii) No service charge shall be made to a holder of a beneficial
        interest in a Global Note or to a Holder of a Definitive Note for any
        registration of transfer or exchange, but the 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 2.10, 3.06, 3.10, 4.09, 4.14 and 9.05
        hereof).

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

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

                (v) The Company shall not be required (A) to issue, to register
        the transfer of or to exchange any Notes during a period beginning at
        the opening of business 15 days before the day of any selection of Notes
        for redemption under Section 3.02 hereof and ending at the close of
        business on the day of selection, (B) to register the transfer of or to
        exchange any Note so selected for redemption in whole or in part, except
        the unredeemed portion of any Note being redeemed in part or (C) to
        register the transfer of or to exchange a Note between 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 on such Notes and for all other purposes, and none of the
        Trustee, any Agent or the Company shall be affected by notice to the
        contrary.

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

                (viii) All certifications, certificates and Opinions of Counsel
        required to be submitted to the Registrar pursuant to this Section 2.06
        to effect a registration of transfer or exchange may be submitted by
        facsimile.



                                       31
<PAGE>   38

Section 2.07. Replacement Notes.

        If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, in the absence of notice to the Company or the Trustee that
the Note has been acquired by a bona fide purchaser, the Company shall issue and
the Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge a Holder
for its expenses in replacing a Note.

        Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

        The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

        If a Note is replaced pursuant to Section 2.07 hereof, 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 the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

        If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

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

Section 2.10. Temporary Notes.

        Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.



                                       32
<PAGE>   39

        Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

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 and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
such canceled Notes in its customary manner (consistent with all applicable
legal requirements). Certification of the disposition of all canceled Notes
shall be delivered to the Company. The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12. Defaulted Interest.

        If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall promptly notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

Section 2.13. CUSIP Numbers.

        The Company in issuing the Notes may use "CUSIP" numbers and, if it does
so, the Trustee shall use the CUSIP numbers 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 numbers
printed in the notice or on the Notes and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company will promptly
notify the Trustee of any change in the CUSIP numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

        If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

        If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes



                                       33
<PAGE>   40

are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method as the Trustee considers appropriate. In the
event of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.

        The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

        Subject to the provisions of Section 4.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

        The notice shall identify the Notes (including CUSIP Numbers) to be
redeemed and shall state:

        (a) the redemption date;

        (b) the redemption price;

        (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion (so long as such amount is in a denomination of $1,000 or
integral multiples thereof) shall be issued upon cancellation of the original
Note;

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

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

        (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

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

        (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

        At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and providing a form setting forth the information to be stated in such
notice as provided in the preceding paragraph.



                                       34
<PAGE>   41

Section 3.04. Effect of Notice of Redemption.

        Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05. Deposit of Redemption Price.

        One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

        If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease 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 for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

        Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, 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. Optional Redemption.

        (a) Except as set forth in clause (b) of this Section 3.07, the Company
shall not have the option to redeem the Notes pursuant to this Section 3.07
prior to August 1, 2005. On or after August 1, 2005, the Company shall have the
option to redeem the Notes, in whole or in part, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on August
1 of the years indicated below:

<TABLE>
<CAPTION>
       Year                                                 Percentage
       ----                                                 ----------
<S>                                                         <C>
       2005...............................................     104.625%
       2006...............................................     102.313%
       2007 and thereafter................................     100.000%
</TABLE>

        (b) Notwithstanding the provisions of clause (a) of this Section 3.07,
at any time prior to August 1, 2004, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes at a
redemption price equal to 109.25% of the principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, to the redemption date, with
the net cash proceeds of one or more Public Equity Offerings; provided that (i)
at least 65% of the aggregate principal amount of Notes originally issued remain
outstanding immediately after the occurrence of such



                                       35
<PAGE>   42

redemption (excluding Notes held by the Company and its Subsidiaries); and (ii)
the redemption occurs within 45 days of the date of the closing of such Public
Equity Offering.

        (c) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08. Mandatory Redemption.

        The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

Section 3.09. Mandatory Disposition Or Redemption Pursuant To Gaming Laws.

        If a Holder or beneficial owner of a Note is required to be licensed,
qualified or found suitable under applicable Gaming Laws and is not so licensed,
qualified or found suitable within any time period specified by the applicable
Gaming Authority, the Holder shall be obliged, at the request of the Company, to
dispose of such Holder's Notes within a time period prescribed by the Company or
such other time period prescribed by such Gaming Authority (in which event the
Company's obligation to pay any interest after the receipt of such notice shall
be limited as provided in such Gaming Laws), and thereafter, the Company shall
have the right to redeem, on the date fixed by the Company for the redemption of
such Notes, such Holder's Notes at a redemption price equal to the lesser of (1)
the lowest closing sale price of the Notes on any trading day during the 120-day
period ending on the date upon which the Company shall have received notice from
a Gaming Authority of such Holder's disqualification or (2) the price at which
such Holder or beneficial owner acquired the Notes, unless a different
redemption price is required by such Gaming Authority, in which event such
required price shall be the redemption price. The Company is not required to pay
or reimburse any Holder or beneficial owner of a Note for the costs of licensure
or investigation for such licensure, qualification or finding of suitability.
Any Holder or beneficial owner of a Note required to be licensed, qualified or
found suitable under applicable Gaming Laws must pay all investigative fees and
costs of the Gaming Authorities in connection with such qualification or
application therefor.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01. Payment of Notes.

        The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, 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.

        The Company shall pay interest on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest on overdue installments of interest at the
same rate to the extent lawful.



                                       36
<PAGE>   43

Section 4.02. Maintenance of Office or Agency.

        The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

        The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

        The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

Section 4.03. Reports.

        (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes within 15 days after it would be required to file them with the SEC (i)
all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report thereon by the Company's certified independent
accountants and (ii) all current reports that would be required to be filed with
the SEC on Form 8-K if the Company were required to file such reports. In
addition, following consummation of the Exchange Offer, whether or not required
by the rules and regulations of the SEC, the Company shall file a copy of all
such information and reports with the SEC for public availability within the
time periods specified in the SEC's rules and regulations (unless the SEC will
not accept such a filing). The Company shall at all times comply with TIA
Section 314(a).

        (b) Until the consummation of the Exchange Offer, and, in the event, at
any time thereafter, the Company is no longer subject to the reporting
requirements under the Exchange Act, for so long as any Notes remain
outstanding, the Company and the Guarantors shall furnish to the Holders and to
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04. Compliance Certificate.

        (a) The Company and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 120 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the 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 or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture



                                       37
<PAGE>   44

and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
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 is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

        (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, not more than 30 days after any Officer becomes aware of
any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

Section 4.05. Stay and Extension Laws.

        The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.06. Restricted Payments.

        (a) The Company shall not make, and shall not permit any Restricted
Subsidiary to make, any Restricted Payment if at the time of, and after giving
effect to, such proposed Restricted Payment:

                (i) a Default or an Event of Default shall have occurred and be
        continuing;

                (ii) the Company could not Incur at least $1.00 of additional
        Indebtedness pursuant to Section 4.08(a) hereof; or

                (iii) the aggregate amount of such Restricted Payment and all
        other Restricted Payments made from and after July 22, 1997 (the amount
        of any Restricted Payment, if made other than in cash, to be based upon
        Fair Market Value) would exceed an amount equal, without duplication, to
        the sum of:

                        (A) 50% of the Consolidated Net Income accrued during
                the period (treated as one accounting period) from April 1, 1997
                to the end of the most recent fiscal quarter ended immediately
                prior to the date of such Restricted Payment (or, in the case
                such Consolidated Net Income shall be a deficit, minus 100% of
                such deficit);

                        (B) the aggregate Net Cash Proceeds received by the
                Company from the issue or sale of its Capital Stock (other than
                Disqualified Stock) subsequent to March 31, 1997 (other than an
                issuance or sale to a Subsidiary of the Company or an employee
                stock ownership plan or other trust established by the Company
                or any of its Subsidiaries or pursuant to clauses (iii) or (iv)
                in Section 4.06(b));



                                       38
<PAGE>   45

                        (C) the amount by which Indebtedness of the Company or
                any Guarantor is reduced on the Company's balance sheet upon the
                conversion or exchange (other than an issuance or sale to a
                Subsidiary of the Company or an employee stock ownership plan or
                other trust established by the Company or any of its
                Subsidiaries) subsequent to March 31, 1997, of any Indebtedness
                of the Company or any Guarantor convertible or exchangeable for
                Capital Stock (other than Disqualified Stock) of the Company
                (less the amount of any cash or other property distributed by
                the Company or any Restricted Subsidiary upon such conversion or
                exchange);

                        (D) the amount equal to the net reduction in Investments
                subsequent to March 31, 1997 resulting from (i) payments of
                dividends, repayments of loans or advances or other transfers of
                assets to the Company or any Guarantor or the satisfaction or
                reduction (other than by means of payments by the Company or any
                Restricted Subsidiary) of obligations of other Persons which
                have been Guaranteed by the Company or any Guarantor; or (ii)
                the redesignation of Unrestricted Subsidiaries as Restricted
                Subsidiaries which execute Note Guarantees, in each case such
                net reduction in Investments being: (x) valued as provided in
                the definition of "Investment," in Section 1.01 hereof, (y) in
                an amount not to exceed the aggregate amount of Investments
                previously made by the Company or any Guarantor which were
                treated as a Restricted Payment, and (z) included in this clause
                (D) only to the extent not included in Consolidated Net Income;

                        (E) payments of dividends, repayments of loans or
                advances or other transfers of assets to the Company or any
                Guarantor from the Borgata Joint Venture to the extent such
                dividends, repayments, advances or other transfers exceed $100
                million; but only to the extent that any such payments are
                excluded from the computation of Consolidated Net Income; and

                        (F) $75 million.


        (b) The provisions of the preceding paragraph shall not prohibit (i) the
payment of any dividend within 60 days after the date of its declaration if such
dividend could have been paid on the date of its declaration in compliance with
such provisions; provided that at the time of payment of such dividend no
Default under any provision of this Indenture other than this covenant shall
have occurred and be continuing (or would result therefrom); (ii) the redemption
or repurchase of any Capital Stock or Indebtedness of the Company (other than
any Capital Stock or Indebtedness which is held or beneficially owned by, or
issued by, any member of the Boyd Family, the Company or any Affiliate of the
Company), if the holder or beneficial owner of such Capital Stock or
Indebtedness is required to qualify under the Gaming Laws and does not so
qualify or if necessary, in the reasonable, good faith judgment of the Board of
Directors, as evidenced by a Board Resolution, to prevent the loss or secure the
reinstatement of any Gaming License which if lost or not reinstated, as the case
may be, would have a material adverse effect on the business of the Company and
its Subsidiaries, taken as a whole, or would restrict the ability of the Company
or any of its Subsidiaries to conduct business in any gaming jurisdiction; (iii)
any purchase, redemption or other acquisition or retirement of Capital Stock of
the Company made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock (other than Disqualified Stock) of the
Company; (iv) any purchase, redemption or other acquisition or retirement of the
Indebtedness of any Person made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock (other than Disqualified Stock)
of the Company; (v) any purchase, redemption, defeasance or other acquisition or
retirement for value of Indebtedness from the proceeds of Permitted Refinancing
Indebtedness; (vi) Investments not to exceed $100 million in The Borgata Joint
Venture made subsequent



                                       39
<PAGE>   46

to March 31, 1997; (vii) Investment Guarantees to the extent permitted under
Section 4.08 hereof that constitute Permitted Joint Venture Investments and
Guarantee (with full rights of subrogation) Indebtedness Incurred by a Permitted
Joint Venture to acquire or construct Gaming Facilities provided that such
Indebtedness is not expressly subordinated in right of payment or otherwise to
any other Indebtedness of such Permitted Joint Venture and is secured by first
priority security interests in such Gaming Facilities; (viii) payments pursuant
to Investment Guarantees which were entered into in compliance with clause (vii)
of this Section 4.06(b); and (ix) any Permitted Stardust Contribution.

        (c) The full amount of any Restricted Payments made subsequent to March
31, 1997 pursuant to clauses (i) and (ii) of Section 4.06(b) (but not pursuant
to clauses (iii), (iv), (v), (vi), and (ix) of Section 4.06(b)) shall be
included in the calculation of the aggregate amount of the Restricted Payments
referred to in Section 4.06(a). With respect to any Investment Guarantee (x) if
at any time the Company or any Restricted Subsidiary ceases to control the
day-to-day operations of the Permitted Joint Venture the Indebtedness of which
is Guaranteed by the Investment Guarantee, the full amount of such Investment
Guarantee shall thereafter be included in the calculation of the aggregate
amount of Restricted Payments referred to in Section 4.06(a) and (y) if the
Company or a Restricted Subsidiary retains such control, any amount actually
paid pursuant to such Investment Guarantee shall be included in the calculation
of the aggregate amount of Restricted Payments referred to in Section 4.06(a).

Section 4.07. Dividend and Other Payment Restrictions Affecting Restricted
              Subsidiaries.

        The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (i) pay dividends or make any other distributions to the Company
or any other Restricted Subsidiary on its Capital Stock or with respect to any
other interest or participation in, or measured by, its profits; (ii) pay any
indebtedness owed to the Company or any other Restricted Subsidiary; (iii) make
loans or advances to the Company or any other Restricted Subsidiary; or (iv)
transfer any of its Property to the Company or any other Restricted Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (a)
agreements in effect on the Issue Date; (b) applicable law; (c) customary
nonassignment provisions in leases entered into in the ordinary course of
business and consistent with past practices; (d) Permitted Refinancing
Indebtedness; provided, however, that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are no more
restrictive than those contained in the agreements governing the Indebtedness
being refinanced; or (e) agreements in existence with respect to a Restricted
Subsidiary at the time it is so designated; provided, however, that such
agreements are not entered into in anticipation or contemplation of such
designation.

        Nothing contained in this Section 4.07 shall prevent the Company or any
Restricted Subsidiary from granting any Lien permitted by Section 4.11 hereof.

Section 4.08.  Incurrence of Indebtedness.

        (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur any Indebtedness; provided, however, that the Company or
any Restricted Subsidiary may incur Indebtedness if no Event of Default has
occurred and is continuing and the Company's Consolidated Fixed Charge Coverage
Ratio would exceed 2.0 to 1.0, after giving effect to:

                (i) 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 repay other
        Indebtedness as if the application of such proceeds occurred at the
        beginning of the Reference Period,



                                       40
<PAGE>   47

                (ii) the Incurrence and retirement of any other Indebtedness
        since the first day of the Reference Period as if such Indebtedness was
        Incurred or retired at the beginning of the Reference Period, and

                (iii) the acquisition or disposition of any company or business
        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.

        (b) Notwithstanding the foregoing limitation, the Company or any
Restricted Subsidiary may Incur the following Indebtedness:

                (i) Indebtedness of the Company evidenced by the Notes and
        Indebtedness of any Restricted Subsidiary evidenced by a Note Guarantee;

                (ii) Indebtedness of the Company or any Restricted Subsidiary
        outstanding on the Issue Date;

                (iii) Indebtedness of the Company under the Credit Facility in
        an aggregate amount outstanding at any time (including any Permitted
        Refinancing Indebtedness with respect thereto) not to exceed $500
        million, as such amount may be permanently reduced by the lenders under
        the Credit Facility as a result of repayments of Indebtedness thereunder
        with Net Proceeds of Asset Sales pursuant to Section 4.09 hereof, and
        the Guarantee by any Restricted Subsidiary of such Indebtedness of the
        Company;

                (iv) Indebtedness of the Company or a Restricted Subsidiary
        owing to and held by a Restricted Subsidiary or the Company; provided,
        however, that any subsequent issuance or transfer of any Capital Stock
        or other event that results in any such Restricted Subsidiary ceasing to
        be a Restricted Subsidiary or any subsequent transfer of any such
        Indebtedness except to the Company or a Restricted Subsidiary shall be
        deemed in each case to constitute the Incurrence of such Indebtedness by
        the issuer thereof;

                (v) Indebtedness of the Company or a Restricted Subsidiary under
        Interest Rate Agreements, provided that the obligations under such
        agreements are related to payment obligations on Indebtedness otherwise
        permitted by the terms of this Section 4.08;

                (vi) Indebtedness of the Company or a Restricted Subsidiary
        under Currency Exchange Protection Agreements, provided that such
        Currency Exchange Protection Agreements were entered into for the
        purpose of limiting exchange rate risks in connection with transactions
        entered into in the ordinary course of business;

                (vii) Indebtedness of the Company or any Restricted Subsidiary
        in connection with one or more standby letters of credit, performance
        bonds or completion guarantees issued in the ordinary course of business
        or pursuant to self-insurance obligations and not in connection with the
        borrowing of money or the obtaining of advances or credit;

                (viii) Indebtedness of the Company or any Restricted Subsidiary
        outstanding under Permitted FF&E Financings which are either (a)
        Non-Recourse Indebtedness of the Company and its Restricted
        Subsidiaries; or (b) limited in amount (including any Permitted
        Refinancing Indebtedness with respect thereto) for each Gaming Facility
        owned or leased by the Company or



                                       41
<PAGE>   48

        any of its Restricted Subsidiaries to the lesser of (1) the amount of
        FF&E used in such Gaming Facility and financed by such Permitted FF&E
        Financing, or (2) $10 million;

                (ix) So long as no Event of Default has occurred and is
        continuing, Indebtedness of the Company not otherwise permitted to be
        Incurred pursuant to the provisions of Section 4.08(a) or this Section
        4.08(b) in an aggregate amount Incurred not to exceed $25 million; or

                (x) Permitted Refinancing Indebtedness Incurred in respect of
        Indebtedness of the Company or any Restricted Subsidiary outstanding
        pursuant to the provisions of Section 4.08(a) or clauses (i), (ii),
        (iii), (viii) and this clause (x) of this Section 4.08(b).

        (c) For purposes of determining compliance with this Section 4.08, in
the event that an item of proposed Indebtedness meets the criteria of more than
one of the categories described in clauses (i) through (x) of Section 4.08(b),
or is entitled to be incurred pursuant to Section 4.08(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence in
any manner that complies with this Section 4.08. Indebtedness outstanding under
the revolving facility under the Company's Credit Facility on the Issue Date,
after giving effect to the application of the proceeds from the issuance of the
Initial Notes, will be deemed to have been incurred under clause (iii) of
Section 4.08(b) above.

Section 4.09. Asset Sales; Event of Loss.

        (a) Other than upon an Event of Loss, the Company shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, consummate any
Asset Sale after the Issue Date, where the Property subject to such Asset Sale
has an aggregate Fair Market Value equal to or in excess of $10 million, unless
(i) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the Property subject to such Asset Sale; (ii) at least 75% of such
consideration consists of cash or Temporary Cash Investments; provided, however,
that for purposes of this clause (ii), (a) the assumption of Indebtedness of the
Company or a Restricted Subsidiary which is not subordinated to the Notes or any
Note Guarantee shall be deemed to be Temporary Cash Investments if the Company,
such Restricted Subsidiary, and all other Restricted Subsidiaries of the
Company, to the extent any of the foregoing are liable with respect to such
Indebtedness, are expressly released from all liability for such Indebtedness by
the holder thereof in connection with such Asset Sale, (b) any securities or
notes received by the Company or such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary into cash or
Temporary Cash Investments within ten business days of the date of such Asset
Sale shall be deemed to be Temporary Cash Investments and (c) the Company and
its Restricted Subsidiaries may receive consideration in the form of securities
exceeding 25% of the consideration for one or more Asset Sales so long as the
Company and its Restricted Subsidiaries do not hold such securities having an
aggregate Fair Market Value in excess of $50 million at any time outstanding;
(iii) no Default or Event of Default shall have occurred and be continuing at
the time of, or would occur after giving effect, on a pro forma basis, to, such
Asset Sale; and (iv) the Board of Directors of the Company determines in good
faith that such Asset Sale complies with clauses (i) and (ii).

        (b) Upon an Event of Loss incurred by the Company or any of its
Restricted Subsidiaries, the Net Proceeds received from such Event of Loss shall
be applied in the same manner as proceeds from Asset Sales described in Section
4.09(a) and pursuant to the procedures set forth in this Section 4.09.

        (c) Within 270 days after the receipt of the Net Proceeds of an Asset
Sale or Event of Loss, an amount equal to 100% of the Net Proceeds from such
Asset Sale or Event of Loss may be applied by the Company or a Restricted
Subsidiary (i) to permanently repay, redeem or repurchase Indebtedness of



                                       42
<PAGE>   49

the Company or Indebtedness of any Restricted Subsidiary or (ii) to reinvest in
Additional Assets (including by means of an Investment in Additional Assets by a
Restricted Subsidiary with Net Proceeds received by the Company or another
Restricted Subsidiary); provided, however, that if the Company or any Restricted
Subsidiary contractually commits within such 270-day period to apply such Net
Proceeds within 180 days of such contractual commitment in accordance with the
above clauses (i) or (ii), and such Net Proceeds are subsequently applied as
contemplated in such contractual commitment, then the requirement for
application of Net Proceeds set forth in this Section 4.09(c) shall be
considered satisfied.

        (d) Any Net Proceeds from an Asset Sale or Event of Loss that are not
used in accordance with the preceding paragraph shall constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $20 million
(taking into account income earned on such Excess Proceeds), the Company shall
make an offer to purchase (the "Prepayment Offer"), on a pro rata basis, from
all Holders of the Notes, and, at the election of the Company, the holders of
any other outstanding Indebtedness equal in ranking to the Notes having
comparable rights, an aggregate principal amount of Notes and, if applicable,
such other Indebtedness equal to the Excess Proceeds, at a price in cash at
least equal to 100% of the principal amount thereof, plus accrued and unpaid
interest and, if applicable, Liquidated Damages thereon, in accordance with
Section 4.09(e), (f), (g) and (h). To the extent that any portion of the Excess
Proceeds remains after compliance with the preceding sentence and provided that
all Holders have been given the opportunity to tender the Notes for repurchase
in accordance with Section 4.09(e), the Company or such Restricted Subsidiary
may use such remaining amount for general corporate purposes and the amount of
Excess Proceeds shall be reset to zero. Pending application of Net Proceeds
pursuant to clause (i) and (ii) of Section 4.09(c), such Net Proceeds will be
invested in Temporary Cash Investments.

        (e) Within ten Business Days after the amount of Excess Proceeds exceeds
$20 million, the Company shall send a prepayment offer notice, by first-class
mail, to the Holders, accompanied by such information regarding the Company and
its Subsidiaries as the Company in good faith believes will enable such Holders
to make an informed decision with respect to the Prepayment Offer. The
prepayment offer notice will state, among other things:

                (i) that the Company is offering to purchase Notes pursuant to
        Section 4.09 of the Indenture;

                (ii) that any Note (or any portion thereof) accepted for payment
        (and for which payment has been duly provided on the purchase date)
        pursuant to the Prepayment Offer shall cease to accrue interest after
        the purchase date;

                (iii) the purchase price and purchase date, which shall be,
        subject to any contrary requirements of applicable law, no less than 30
        days nor more than 60 days from the date the Prepayment Offer Notice is
        mailed;

                (iv) the aggregate principal amount of Notes (or portions
        thereof) to be purchased; and

                (v) a description of the procedure which Holders must follow in
        order to tender their Notes (or portions thereof) and the procedures
        that Holders must follow in order to withdraw an election to tender
        their Notes (or portions thereof) for payment.

        (f) Not later than the date upon which written notice required by
Section 4.09(e) is delivered to the Trustee, the Company shall irrevocably
deposit with the Trustee or with the Paying Agent (or, if the Company is acting
as its own paying agent, segregate and hold in trust) in Temporary Cash
Investments an amount equal to the purchase price plus accrued and unpaid
interest, if any, to the Holders entitled



                                       43
<PAGE>   50

thereto, to be held for payment in accordance with the provisions of this
Section. Holders electing to have a Note purchased will be required to surrender
the Note, with an appropriate form duly completed, to the Company at the address
specified in the notice at least five Business Days prior to the purchase date.
Holders will be entitled to withdraw their election if the Trustee or the
Company receives not later than three Business Days prior to the purchase date,
a telegram, telex, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Note which was delivered for purchase by
the Holder, the certificate number of such Note and a statement that such Holder
is withdrawing his election to have such Note purchased.

        (g) On the purchase date, the Company shall deliver to the Trustee the
Notes or portions thereof which have been properly tendered to and are to be
accepted by the Company. The Trustee (or Paying Agent) shall, on the purchase
date, mail or deliver payment of the purchase price to each tendering Holder. In
the event that the aggregate purchase price of the Notes delivered by the
Company to the Trustee is less than the amount deposited with the Trustee (or
Paying Agent), the Trustee (or Paying Agent) shall deliver the excess to the
Company immediately after the end of the payment date.

        (h) The Company will comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act, and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the purchase of Note required by this Section. To
the extent that the provisions of any securities laws or regulations conflict
with the provisions relating to the Prepayment Offer, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Section 4.09 by virtue thereof.

Section 4.10. Transactions with Affiliates.

        (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, conduct any business or enter into or
suffer to exist any transaction or series of transactions (including the
purchase, sale, transfer, lease or exchange of any Property, the making of any
Investment, the giving of any Guarantee or the rendering or receiving of any
service) with, from or for the benefit of any Affiliate, any Related Person or
any officer or director of any Affiliate or a Related Person (an "Affiliate
Transaction") unless: (i) the terms of such Affiliate Transaction are in
writing, in the best interest of the Company or such Restricted Subsidiary, as
the case may be, and at least as favorable to the Company or such Restricted
Subsidiary, as the case may be, as those that could be obtained at the time of
such Affiliate Transaction in a similar transaction in arm's-length dealings
with a Person who is not such an Affiliate, Related Person or officer or
director of an Affiliate or Related Person; (ii) with respect to each Affiliate
Transaction involving aggregate payments to either party in excess of $5
million, the Company delivers to the trustee an Officers' Certificate certifying
that such Affiliate Transaction was approved by a majority of the disinterested
members of the Board of Directors and that such Affiliate Transaction complies
with clause (i); and (iii) with respect to each Affiliate Transaction involving
aggregate payments in excess of $10 million, the Company delivers to the trustee
an opinion letter from an Independent Advisor to the effect that such Affiliate
Transaction is fair, from a financial point of view.

        (b) Notwithstanding the limitation of Section 4.10(a), the Company may
enter into or suffer to exist the following: (i) any transaction pursuant to any
contract in existence on the Issue Date; (ii) any Restricted Payment permitted
to be made pursuant to Section 4.06 hereof; (iii) any transaction or series of
transactions between the Company and one or more of its Restricted Subsidiaries
or between two or more of its Restricted Subsidiaries; and (iv) the payment of
compensation (including amounts paid pursuant to employee benefit plans) for the
personal services of officers, directors and employees of the Company or any of
its Restricted Subsidiaries, so long as the Board of Directors in good faith
shall have approved the terms thereof and deemed the services theretofore or
thereafter to be performed for such compensation or fees to be fair
consideration therefor.



                                       44
<PAGE>   51

Section 4.11. Liens.

        The Company shall not, and shall not permit any existing or future
Guarantors or any Restricted Subsidiary existing on the Issue Date (such
Guarantor and Restricted Subsidiaries being referred to as "Specified
Subsidiaries") to, directly or indirectly, Incur or suffer to exist, any Lien
upon any of its Property, whether now owned or hereafter acquired, or any
interest therein or any income or profits therefrom, unless it has made or will
make effective provision whereby the Notes will be secured by such Lien equally
and ratably with (or prior to) all other Indebtedness of the Company or any
Specified Subsidiary secured by such Lien except for: (i) Permitted Liens; (ii)
Liens on assets financed through Permitted FF&E Financings securing Indebtedness
permitted under clause (viii) of Section 4.08(b) hereof; (iii) Liens on the
Property of the Company or any Specified Subsidiary existing on the date of this
Indenture; (iv) Liens securing Indebtedness Incurred pursuant to the Credit
Facility; (v) Liens in favor of the Company or a Specified Subsidiary; (vi)
Liens on the Property of a Person at the time such Person becomes a Specified
Subsidiary; provided, however, that: (a) any such Lien may not extend to any
other Property of the Company or any Specified Subsidiary; and (b) any such Lien
was not Incurred in anticipation of or in connection with the transaction or
series of related transactions pursuant to which such Person became a Specified
Subsidiary; or (vii) Liens to secure any refinancing, refunding, extension,
renewal or replacement (or successive refinancings, refundings, extensions,
renewals or replacements) as a whole or in part of any Indebtedness secured by
any Lien referred to in the foregoing clauses (ii), (iii), (vi) and (vii);
provided, however, that (x) such new Lien shall be limited to all or part of the
same Property subject to the original Lien (plus improvements on such Property)
and (y) the Indebtedness secured by such Lien at such time is not increased to
any amount greater than the sum of (1) the outstanding principal amount or, if
greater, committed amount of the Indebtedness described under clauses (ii),
(iii), (vi) or (vii) and (2) an amount necessary to pay any fees and expenses,
including premiums, related to such refinancing, refunding, extension, renewal
or replacement.

Section 4.12. Activities of the Company.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in (through acquisition or otherwise) any business other
than a Related Business.

Section 4.13. Corporate Existence.

        Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) 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 of its Subsidiaries, if the
Board of Directors shall determine 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 of the Notes.

Section 4.14. Offer to Repurchase Upon Change of Control.

        (a) Upon the occurrence of (i) a Change of Control (if, at the Change of
Control Time the Notes do not have Investment Grade Status) or (ii) a Change of
Control Triggering Event (if, at the Change of Control Time the Notes have
Investment Grade Status) each Holder shall have the right to require the Company
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at a purchase price



                                       45
<PAGE>   52

equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, thereon to the purchase date (the "Change of Control Payment").

        (b) Within 30 days following (i) any Change of Control or, (ii) in the
event the Notes have Investment Grade Status at the earlier of the public
announcement of (x) a Change of Control or (y) (if applicable) the intention of
the Company to effect a Change of Control, a Change of Control Triggering Event,
the Company shall mail a notice to the Trustee and each Holder stating, among
other things: (1) that a Change of Control or Change of Control Triggering
Event, as the case may be, has occurred and a Change of Control Offer is being
made pursuant to this Section 4.14 and that all Notes (or portions thereof)
timely tendered will be accepted for payment; (2) the purchase price and the
purchase date, which shall be, subject to any contrary requirements of
applicable law, no earlier than 30 days nor later than 60 days from the date
such notice is mailed (the "Change of Control Payment Date"); (3) that any Note
(or portion thereof) accepted for payment (and for which payment has been duly
provided on the Change of Control Payment Date) pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Payment
Date; (4) that any Notes (or portions thereof) not tendered will continue to
accrue interest; (5) a description of the transaction or transactions
constituting the Change of Control or Change of Control Triggering Event, as the
case may be; and (6) the procedures that Holders must follow in order to tender
their Notes (or portions thereof) for payment and the procedures that Holders
must follow in order to withdraw an election to tender Notes (or portions
thereof) for payment.

        (c) Not later than the date upon which written notice required by
Section 4.14(b) is delivered to the Trustee, the Company shall irrevocably
deposit with the Trustee or with a paying agent (or, if the Company is acting as
its own paying agent, segregate and hold in trust) in Temporary Cash Investments
an amount equal to the purchase price plus accrued and unpaid interest, if any,
to the Holders entitled thereto, to be held for payment in accordance with the
provisions of this Section 4.14. Holders electing to have a Note purchased will
be required to surrender the Note, with an appropriate form duly completed, to
the Company at the address specified in the notice at least five Business Days
prior to the purchase date. Holders will be entitled to withdraw their election
if the Trustee or the Company receives not later than three Business Days prior
to the purchase date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note which was
delivered for purchase by the Holder, the certificate number of such Note and a
statement that such Holder is withdrawing his election to have such Note
purchased.

        (d) On the purchase date, the Company shall deliver to the Trustee the
Notes or portions thereof which have been properly tendered to and are to be
accepted by the Company. The Trustee shall on the purchase date, mail or deliver
payment of the purchase price to each tendering Holder. In the event that the
aggregate purchase price of the Notes delivered by the Company to the Trustee is
less than the amount deposited with the Trustee, the Trustee shall deliver the
excess to the Company immediately after the end of the payment date.

        (e) The Company will comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act, and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the purchase of Notes in connection with a Change
of Control or Change of Control Triggering Event, as the case may be. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions relating to the Change of Control Offer, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 4.14 by virtue thereof.



                                       46
<PAGE>   53

Section 4.15. Maintenance of Properties and Other Matters.

        (a) The Company shall, and shall cause each of its Subsidiaries to,
maintain its Properties in good working order and condition and make all
necessary repairs, renewals and replacements; provided, however, that nothing in
this provision shall prevent the Company or any of its Subsidiaries from
discontinuing the operation and maintenance of any of its Properties, if such
discontinuance is, in the judgment of the Company, both desirable in the conduct
of the business of the Company and its Subsidiaries, taken as a whole, and not
disadvantageous in any material respect to the Holders.

        (b) The Company shall, and shall cause each of its Subsidiaries to,
insure and keep insured, with financially sound and reputable insurers, so much
of their respective Properties and in such amounts as is usually and customarily
insured by Persons engaged in a similar business with respect to Properties of a
similar character against loss by fire and the extended coverage perils. None of
the Company or any of its Subsidiaries shall maintain a system of self-insurance
in lieu of or in combination with the foregoing insurance with respect to its
Properties; provided that deductibles under the insurance policy or policies of
the Company and its Subsidiaries shall not be considered to be self-insurance as
long as such deductibles accord with financially sound and approved practices of
Persons owning or operating Properties of a similar character and maintaining
similar insurance coverage.

        (c) The Company shall, and shall cause each of its Subsidiaries to, keep
proper books and records of accounts in which full and correct entries will be
made of all its business transactions in accordance with GAAP. The Company shall
cause the books and records of accounts of the Company and its Subsidiaries to
be examined, either on a consolidated or on an individual basis, by one or more
firms of independent public accountants not less frequently than annually. The
Company shall, and shall cause each of its Subsidiaries to, prepare its
financial statements in accordance with GAAP.

        (d) The Company shall, and shall cause each of its Subsidiaries to,
comply with all Legal Requirements and to obtain any licenses, permits,
franchises or other authorizations, including Gaming Licenses, from Governmental
Authorities necessary to the ownership or operation of its Properties or to the
conduct of its business.

        (e) Notwithstanding the provisions of Section 4.15(a), (b), (c) or (d),
failure by the Company or any of its Subsidiaries to comply with such provisions
shall not be deemed to be a breach of such provisions to the extent that such
failure would not have a material adverse effect on the Company and its
Subsidiaries, taken as a whole.

Section 4.16. Limitation on Status of Investment Company.

        The Company shall not, and shall not permit any of its Subsidiaries to,
become an "investment company" (as that term is defined in the Investment
Company Act of 1940), to the extent such status would subject the Company or any
such Subsidiary to regulation under the Investment Company Act, except for
Subsidiaries established for the purpose of financing the operating businesses
of the Company and its Subsidiaries.

Section 4.17. Payment for Consent.

        Neither the Company nor any of its Subsidiaries shall directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder of Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders of the Notes that
consent, waive or agree to



                                       47
<PAGE>   54

amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.

Section 4.18. Additional Note Guarantees.

        (a) If any non-Guarantor Restricted Subsidiary which is a Restricted
Subsidiary on the Issue Date and contributes more than 5% of the Company's
Consolidated EBITDA in any fiscal year commencing after the Issue Date, then
such non-Guarantor Restricted Subsidiary shall execute a Note Guarantee in the
form of a Supplemental Indenture and deliver an Opinion of Counsel in accordance
with the terms of this Indenture within 120 days after the end of the fiscal
year in which such non-Guarantor Restricted Subsidiary reaches such 5%
threshold. The form of such Note Guarantee is attached as Exhibit E hereto.

        (b) If any Guarantor transfers assets to any Subsidiary of the Company
after the date of this Indenture, then such Subsidiary shall execute a Note
Guarantee in the form of a Supplemental Indenture and deliver an Opinion of
Counsel in accordance with the terms of this Indenture unless:

                (i) with respect to each such transfer the transfer is at least
        as favorable to such Guarantor as could be obtained in a similar
        transaction in arm's-length dealings with a Person who is not an
        Affiliate of such Guarantor, and with respect to each transfer (a)
        involving aggregate payments in excess of $5 million, the Company
        delivers to the trustee an Officers' Certificate certifying that such
        transfer was approved by a majority of the disinterested members of the
        Board of Directors of the Company as complying with the foregoing
        standard and (b) involving aggregate payments in excess of $10 million,
        the Company delivers to the trustee an opinion letter from an
        Independent Advisor to the effect that such transfer is fair, from a
        financial point of view, to the Guarantor; and

                (ii) each such transfer is for Property other than securities of
        the transferee and its Affiliates.

Any Person required by the preceding sentence to become a Guarantor because of a
transfer of assets must be or become a Restricted Subsidiary at the time of such
transfer.

Section 4.19. Certain Suspended Covenants.

        During any period of time that: (i) the Notes have Investment Grade
Status, and (ii) no Default or Event of Default has occurred and is continuing
under this Indenture with respect to the Notes, the Company and its Restricted
Subsidiaries will not be subject to Sections 4.06, 4.08 and 4.09 hereof
(collectively, the "Suspended Covenants"). In the event that the Company and its
Restricted Subsidiaries are not subject to the Suspended Covenants with respect
to the Notes for any period of time as a result of the preceding sentence and,
subsequently, at least one of the two designated Rating Agencies withdraws its
rating or assigns the Notes a rating below the required Investment Grade
Ratings, then the Company and its Restricted Subsidiaries will thereafter again
be subject to the Suspended Covenants for the benefit of the Notes and
compliance with the Suspended Covenant with respect to Restricted Payments made
after the time of such withdrawal or assignment will be calculated in accordance
with the terms of Section 4.06 hereof as if such covenant had been in effect
during the entire period of time from the Issue Date with respect to the Notes.



                                       48
<PAGE>   55

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01. Merger, Consolidation and Sale of Assets.

        Neither the Company nor any Guarantor shall merge or consolidate with or
into any other entity (other than a merger or consolidation of a Guarantor with
or into the Company or another Guarantor, and other than a merger or
consolidation of a Guarantor where the surviving entity is not the Company or a
Subsidiary of the Company) or in one transaction or a series of related
transactions sell, convey, assign, transfer, lease or otherwise dispose of all
or substantially all of its Property unless (i) the entity formed by or
surviving any such consolidation or merger (if the Company or such Guarantor is
not the surviving entity) or the Person to which such sale, assignment,
transfer, lease or conveyance is made (the "Successor") (a) shall be a
corporation organized and existing under the laws of the United States of
America or a State thereof or the District of Columbia and such corporation
expressly assumes, by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation, the due and punctual
payment of the principal, premium, if any, and interest on all the Notes,
according to their tenor, and the due and punctual performance and observance of
all the covenants and conditions of this Indenture to be performed by the
Company or such Guarantor, as the case may be; and (b) the Successor shall have
all Gaming Licenses required to operate all Gaming Facilities to be owned by
such Successor; (ii) in the case of a sale, transfer, assignment, lease,
conveyance or other disposition of all or substantially all of the Company's
Property or of such Guarantor's Property, such Property shall have been
transferred as an entirety or virtually as an entirety to one Person; (iii)
immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis, no Default or Event of Default shall have
occurred and be continuing; (iv) immediately after giving effect to such
transaction or series of transactions on a pro forma basis (including, without
limitation, any Indebtedness Incurred or anticipated to be Incurred in
connection with such transaction or series of transactions), the Company or the
Successor, as the case may be, would be able to Incur at least $1.00 of
additional Indebtedness pursuant to Section 4.08(a) hereof; and (v) immediately
after giving effect to such transaction or series of transactions on a pro forma
basis (including, without limitation, any Indebtedness Incurred or anticipated
to be Incurred in connection with such transaction or series of transactions),
the Company or the Successor shall have a Consolidated Net Worth equal to or
greater than the Consolidated Net Worth of the Company immediately prior to the
transaction or series of transactions.

Section 5.02. Successor Corporation Substituted.

        Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), 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; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,
transfer, conveyance or other disposition of all of the Company's assets that
meets the requirements of Section 5.01 hereof.



                                       49
<PAGE>   56

                                   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 of the Notes
when it becomes due and payable and such default continues for a period of 30
days;

        (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when due at maturity, upon acceleration, required
purchase or otherwise;

        (c) the Company or any Guarantor fails to observe, perform or comply
with the covenants and agreements of Section 5.01 hereof;

        (d) the Company or any Guarantor fails to observe, perform or comply
with any of the other covenants and agreements in this Indenture and such
failure to observe, perform or comply continues for a period of 30 days after
receipt by the Company of a written notice from the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes (including Additional
Notes, if any) then outstanding voting as a single class;

        (e) Indebtedness of the Company or any Restricted Subsidiary is not paid
when due within any applicable grace period or is accelerated by the holders
thereof and, in either case, the total amount of such unpaid or accelerated
Indebtedness exceeds $10 million;

        (f) the entry by a court of competent jurisdiction of one or more
judgments or orders against the Company or any Restricted Subsidiary in an
uninsured aggregate amount in excess of $10 million and such judgment or order
is not discharged, waived, stayed or satisfied for a period of 60 consecutive
days;

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

                (i) commences a voluntary case,

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

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

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

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

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

                (ii) 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

                (iii) orders the liquidation of the Company or any Restricted
        Subsidiary;



                                       50
<PAGE>   57

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

        (i) any revocation, suspension or loss of any Gaming License which
results in the cessation of business for a period of more than 90 consecutive
days of the business of any Gaming Facility owned, leased or operated directly
or indirectly by the Company or any of its 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, evidenced by a Board
Resolution, both desirable in the conduct of business of the Company and its
Subsidiaries, taken as a whole, and not disadvantageous in any material respect
to the Holders); and

        (j) any Note Guarantee is held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect (other than pursuant to the terms of this Indenture) or any Guarantor
shall deny or disaffirm its obligations under such Guarantor's Note Guarantee or
gives notice to such effect.

        The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

        A Default under clause (e), (f) or (i) of this Section 6.01 is not an
Event of Default until the Trustee or the Holders of at least 25% in principal
amount of the Notes notify the Company of the Default. Such notice must specify
the Default, demand that it be remedied and state that such notice is a "Notice
of Default."

        The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.

Section 6.02. Acceleration.

        If an Event of Default with respect to the Notes (other than an Event of
Default resulting from Section 6.01(g) or (h) hereof) shall have occurred and be
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding may accelerate the maturity of
all the Notes in which event the Notes (including any accrued interest and, if
applicable, Liquidated Damages thereon) shall become immediately due and
payable; provided, however, that after such acceleration but before a judgment
or decree based on acceleration is obtained by the Trustee, the Holders of a
majority in aggregate principal amount of the Notes then outstanding, may, by
written notice to the Trustee, rescind and annul such acceleration if all Events
of Default, other than the nonpayment of accelerated principal, have been cured
or waived as provided in this Indenture. In case an Event of Default resulting
from Section 6.01(g) or (h) hereof shall occur, the Notes (including any accrued
interest and, if applicable, Liquidated Damages, thereon) shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders.

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, and interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.



                                       51
<PAGE>   58

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

Section 6.04. Waiver of Past Defaults.

        The Holders of a majority in principal amount of the Notes then
outstanding by notice to the Trustee may waive an existing Default and its
consequences hereunder except (i) a Default in the payment of principal of or
interest or Liquidated Damages on a Note or (ii) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each
Holder of Notes affected. Upon any such waiver, such Default shall cease to
exist and shall be deemed to have been cured for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05. Control by Majority.

        Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability; provided, however, that the Trustee may take any
other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification or security satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.

Section 6.06. Limitation on Suits.

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

        (a) the Holder of a Note gives to the Trustee written 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 of a Note or Holders of Notes offer and, if requested,
provide 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 and, if requested, the provision of
indemnity; and

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

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



                                       52
<PAGE>   59

Section 6.07. Rights of Holders of Notes to Receive Payment.

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

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

        The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

        If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

                First: to the Trustee, its agents and attorneys for amounts due
        under Section 7.07 hereof, including payment of all compensation,
        expense and liabilities incurred, and all advances made, by the Trustee
        and the costs and expenses of collection;

                Second: to Holders of Notes for amounts due and unpaid on the
        Notes for principal, premium and Liquidated Damages, if any, and
        interest, ratably, without preference or priority of



                                       53
<PAGE>   60

        any kind, according to the amounts due and payable on the Notes for
        principal, premium and Liquidated Damages, if any and interest,
        respectively; and

                Third: to the Company or to such party as a court of competent
        jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11. Undertaking for Costs.

        In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, 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 its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

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

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

                (ii) in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Indenture. However, the Trustee shall examine the certificates and
        opinions specifically required to be furnished to it hereunder to
        determine whether or not they substantially conform to the requirements
        of this Indenture.

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

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



                                       54
<PAGE>   61

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

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

        (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

        (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any financial liability in the performance of any
of its duties hereunder or in the exercise of any of its rights or powers, if it
shall have reasonable grounds to believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. The Trustee shall be under no obligation to exercise any of its rights and
powers under this Indenture at the request of any Holders, unless such Holders
shall have offered to the Trustee security and 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.

Section 7.02. Rights of Trustee.

        (a) The Trustee may rely upon any document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

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

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

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

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

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



                                       55
<PAGE>   62

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

Section 7.04. Trustee's Disclaimer.

        The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

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

Section 7.06. Reports by Trustee to Holders of the Notes.

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

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

Section 7.07. Compensation and Indemnity.

        The Company shall pay to the Trustee as agreed upon in writing from time
to time reasonable compensation for its acceptance of this Indenture and
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 promptly upon request for all reasonable out-of-pocket expenses
incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.



                                       56
<PAGE>   63

        The Company shall fully indemnify the Trustee against any and all
losses, liabilities, claims, damages or expenses (including reasonable legal
fees and expenses) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense shall be determined by a court of
competent jurisdiction to have been caused by its own negligence or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder except to the extent that the
Company is actually prejudiced by failure of the Trustee to provide timely
notice of claims of which a Responsible Officer has received written notice. 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 obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.

        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. Such Lien shall survive the satisfaction and discharge of this
Indenture.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

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 in writing at any time and be discharged from the
trust hereby created 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 in writing. The Company may remove the
Trustee if:

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

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

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

        (d) the Trustee becomes incapable of acting.



                                       57
<PAGE>   64

        If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

        If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 20% in principal amount of the then outstanding Notes
may petition at the expense of the Company any court of competent jurisdiction
for the appointment of a successor Trustee.

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

        A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the 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
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. 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.

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 or
banking association, the successor corporation without any further act shall be
the successor Trustee.

        In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture and any of the Notes shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to
the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have.

Section 7.10. Eligibility; Disqualification.

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

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



                                       58
<PAGE>   65

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.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

        The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

Section 8.02. Legal Defeasance and Discharge.

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Company's obligations with respect to such Notes under Article
2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's obligations in connection therewith
and (d) this Article Eight. Subject to compliance with this Article Eight, the
Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.
                                       74

        Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.06, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.14, hereof and clause (iv) of Section 5.01 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof,



                                       59
<PAGE>   66

but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(i) hereof , except for Sections 6.01(g) and
6.01(h) with respect to the Company (but not with respect to any Restricted
Subsidiary) shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

        The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable U.S.
Government Obligations, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and Liquidated Damages, if any,
and interest on the outstanding Notes on the stated date for payment thereof or
on the applicable redemption date, as the case may be;

        (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

        (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

        (d) no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
will be used to defease the Notes pursuant to this Article Eight concurrently
with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is
concerned, at any time in the period ending on the 91st day after the date of
deposit;

        (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company is a party or by
which the Company is bound;

        (f) the Company shall have delivered to the Trustee an Opinion of
Counsel (which may be subject to customary exceptions) to the effect that on the
91st day following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally;



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        (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and

        (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

Section 8.05. Deposited Money and U.S. Government Obligations to be Held in
              Trust; Other Miscellaneous Provisions.

        Subject to Section 8.06 hereof, all money and non-callable U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable U.S.
Government Obligations deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Notes.

        Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable U.S. Government Obligations held by it
as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Company.

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



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Section 8.07. Reinstatement.

        If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable U.S. Government Obligations in accordance with Section
8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

        Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees or the Notes without the consent of any Holder of a Note:

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

        (b) to comply with Article Five;

        (c) to provide for uncertificated Notes in addition to or in place of
certificated Notes; provided that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Internal Revenue Code, or
in a manner such that the uncertificated Notes are described in Section
163(f)(2)(B) of the Internal Revenue Code;

        (d) to add additional Note Guarantees with respect to the Notes or to
secure the Notes;

        (e) to add to the covenants of the Company or any Guarantor for the
benefit of the Holders of the Notes or to surrender any right or power conferred
upon the Company or any Guarantor;

        (f) to release a Guarantor which has been sold, or whose assets have
been sold, in accordance with the provisions of this Indenture;

        (g) to make any change that does not adversely affect the rights of any
Holder of Notes;

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

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

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the



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terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

        Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees and the Notes without notice to any Holder of Notes but with the
consent of the Holders of at least a majority in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Note
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including Additional
Notes, if any) voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

        It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 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, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder), among other things:

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

        (b) reduce the rate of or extend the time for payment of interest on any
Note;

        (c) reduce the principal of or extend the stated maturity of any Note;



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<PAGE>   70

        (d) reduce the premium payable upon the redemption of any Note or change
the time at which a Note may be redeemed except as provided above with respect
to Article Three;

        (e) impair the right of any Holder to receive payment of principal of,
or interest or premium, or Liquidated Damages, if any, on the Notes on or after
the due dates therefor or to institute suit for the enforcement of any payment
on or with respect to such Holder's Notes;

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

        (g) subordinate in right of payment, or otherwise subordinate the Notes
to any other obligation of the Company or any Guarantor;

        (h) release any security interest in favor of the Notes or Note
Guarantees;

        (i) make any change in any Note Guarantee that would adversely affect
the Holders; or

        (j) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions.

Section 9.03. Compliance with Trust Indenture Act.

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

Section 9.04. Revocation and Effect of Consents.

        Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. From and after the date an amendment, supplement or waiver becomes
effective in accordance with its terms, it shall bind every Holder.

        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to give their consent or take
any other action described above or required or permitted to be taken pursuant
to this Indenture. If a record date is fixed, then notwithstanding 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 give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

Section 9.05. Notation on or Exchange of Notes.

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

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



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Section 9.06. Trustee to Sign Amendments, etc.

        The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall receive and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, in addition to the documents required by Section 12.04 hereof, an
Officer's Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Indenture.

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

        Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

        The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

        If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

        Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any



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<PAGE>   72

stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors
shall have the right to seek contribution from any non-paying Guarantor so long
as the exercise of such right does not impair the rights of the Holders under
the Guarantee.

Section 10.02. Limitation on Guarantor Liability.

        Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Note Guarantee.

        To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Presidents.

        Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

        If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

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

        In the event that a Subsidiary is required by Section 4.18 hereof to
become a Guarantor, the Company shall cause such Subsidiary to execute a
supplemental indenture to this Indenture and a Note Guarantee in accordance with
Section 4.18 hereof and this Article 10, to the extent applicable. Neither the
Company nor any then-existing Guarantor shall be required to sign any such
supplemental indenture or Note Guarantee.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

        Except as otherwise provided in Section 10.05, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person), another Person other than the Company or another Guarantor unless:



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        (a) subject to Section 10.05 hereof, either:

                (i) the Person acquiring property in any such sale or
        disposition or the Person formed by or surviving any such consolidation
        or merger (if other than a Guarantor or the Company) unconditionally
        assumes all the obligations of such Guarantor, pursuant to a
        supplemental indenture in form and substance reasonably satisfactory to
        the Trustee, under the Notes, the Indenture and the Note Guarantee on
        the terms set forth herein or therein; or

                (ii) the Net Proceeds of such sale or other disposition are
        applied in accordance with the terms of this Indenture; and

        (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

        In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

        Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 10.05. Releases Following Sale of Assets.

        In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions) a
Subsidiary of the Company, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the capital
stock of such Guarantor) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note
Guarantee; provided that the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.09 hereof. Upon delivery by the Company
to the Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company in accordance
with the provisions of this Indenture, including without limitation Section 4.09
hereof, the Trustee shall execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Note
Guarantee.

        Any Guarantor not released from its obligations under its Note Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.



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Section 10.06. Indemnity and Subrogation.

        In addition to all such rights of indemnity and subrogation as the
Guarantors may have under applicable law (but subject to Sections 10.01 and
10.08), the Company agrees that (a) in the event a payment shall be made by any
Guarantor under any Note Guarantee, the Company shall indemnify such Guarantor
for the full amount of such payment and such Guarantor shall be subrogated to
the rights of the person to whom such payment shall have been made to the extent
of such payment.

Section 10.07. Contribution and Subrogation.

        Each Guarantor (a "Contributing Guarantor") agrees (subject to Section
10.08) that, in the event a payment shall be made by any other Guarantor under
any Note Guarantee and such other Guarantor (the "Claiming Guarantor") shall not
have been fully indemnified by the Company as provided in Section 10.06, the
Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal
to the amount of such payment multiplied by a fraction, the numerator of which
shall be the net worth of the Contributing Guarantor on the date hereof and the
denominator of which shall be the aggregate net worth of all the Guarantors on
the date hereof (or, in the case of any Guarantor becoming a party hereto
pursuant to Section 4.18, the date of execution and delivery by such Guarantor
of a supplemental indenture). Any Contributing Guarantor making any payment to a
Claiming Guarantor pursuant to this Section 10.07 shall be subrogated to the
rights of such Claiming Guarantor under Section 10.06 to the extent of such
payment.

Section 10.08. Subordination.

        Notwithstanding any provision of this Agreement to the contrary, all
rights of the Guarantors under Sections 10.06 and 10.07 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall
be fully subordinated to the indefeasible payment in full in cash of the payment
obligations hereunder. No failure on the part of the Company or any Guarantor to
make the payments required by Sections 10.06 and 10.07 (or any other payments
required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor with respect to any Note Guarantee,
and each Guarantor shall remain liable for the full amount of the obligations of
such Guarantor under each such Note Guarantee.

Section 10.09. Termination.

        Sections 10.06, 10.07, 10.08 and 10.09 shall survive and be in full
force and effect so long as any payment obligation hereunder is outstanding and
has not been indefeasibly paid in full in cash, and shall continue to be
effective or be reinstated, as the case may be, if at any time any payment
obligation hereunder is rescinded or must otherwise be restored by any Holder or
any Guarantor upon the bankruptcy or reorganization of the Company, any
Guarantor or otherwise.

Section 10.10. No Waiver; Amendment.

        No failure on the part of any Guarantor to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by any Guarantor preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. None of
the Guarantors shall be deemed to have waived any rights hereunder unless such
waiver shall be in writing and signed by such parties.



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                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

        This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:

(1)     either:

        (a)     all Notes that have been authenticated (except lost, stolen or
                destroyed Notes that have been replaced or paid and Notes for
                whose payment money has theretofore been deposited in trust and
                thereafter repaid to the Company) have been delivered to the
                Trustee for cancellation; or

        (b)     all Notes that have not been delivered to the Trustee for
                cancellation have become due and payable by reason of the making
                of a notice of redemption or otherwise or will become due and
                payable within one year and the Company or any Guarantor has
                irrevocably deposited or caused to be deposited with the Trustee
                as trust funds in trust solely for the benefit of the Holders,
                cash in U.S. dollars, non-callable U.S. Government Obligations,
                or a combination thereof, in such amounts as will be sufficient
                without consideration of any reinvestment of interest, to pay
                and discharge the entire indebtedness on the Notes not delivered
                to the Trustee for cancellation for principal, premium and
                Liquidated Damages, if any, and accrued interest to the date of
                maturity or redemption;

(2)     other than with respect to a discharge when the Notes have become due
        and payable, no Default or Event of Default shall have occurred and be
        continuing on the date of such deposit or shall occur as a result of
        such deposit and such deposit will not result in a breach or violation
        of, or constitute a default under, any other instrument to which the
        Company is a party or by which the Company is bound;

(3)     the Company or any Guarantor has paid or caused to be paid all sums
        payable by it under this Indenture; and

(4)     the Company has delivered irrevocable instructions to the Trustee under
        this Indenture to apply the deposited money toward the payment of the
        Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

        Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the provisions of Section 11.02 and Section 8.06
shall survive such satisfaction and discharge.

Section 11.02. Application of Trust Money.

        Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company



                                       69
<PAGE>   76

acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

        If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

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

Section 12.02. Notices.

        Any notice or communication by the Company, any Guarantor or the Trustee
to the others is duly given if in writing and delivered in person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address, as follows:

        If to the Company and/or any Guarantor:

        Boyd Gaming Corporation
        2950 Industrial Road
        Las Vegas, Nevada  89109
        Telecopier No.:  (702) 792-7335
        Attention:  General Counsel

        With a copy to:
        Morrison & Foerster LLP
        19900 MacArthur Boulevard
        Irvine, California  92612
        Telecopier No.:  (949) 251-0900
        Attention:  Robert Mattson

        If to the Trustee:
        The Bank of New York
        101 Barclay Street
        New York, NY  10286
        Telecopier No.:  (212) 815-5915
        Attention:  Corporate Trust Administration



                                       70
<PAGE>   77

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

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

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

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

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

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

        Holders may communicate pursuant to TIA Section 312(b) with other
Holders 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 12.04. Certificate and Opinion as to Conditions Precedent.

        Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

        (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

        (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 12.05. Statements Required in Certificate or Opinion.

        Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

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



                                       71
<PAGE>   78

        (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

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

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

Section 12.06. Rules by Trustee and Agents.

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

Section 12.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

        No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Notes, the Note
Guarantees, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 12.08. Governing Law.

        THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09. No Adverse Interpretation of Other Agreements.

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

Section 12.10. 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
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 10.05.

Section 12.11. 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.



                                       72
<PAGE>   79

Section 12.12. Counterpart Originals.

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

Section 12.13. 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 of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.



                         [Signatures on following page]



                                       73
<PAGE>   80

                                   SIGNATURES


                                  BOYD GAMING CORPORATION, a Nevada corporation

                                  By: /s/ William S. Boyd
                                     -------------------------------------------
                                  Name:  William S. Boyd
                                  Title: Chairman of the Board
                                         and Chief Executive Officer

[CORPORATE SEAL]

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Executive Vice President, Treasurer
                                         and Chief Financial Officer


                                  BLUE CHIP CASINO, LLC, an
                                  Indiana limited liability company

                                  By: /s/ William S. Boyd
                                     -------------------------------------------
                                  Name:  William S. Boyd
                                  Title: Operating Manager

                                  BOYD ATLANTIC CITY, INC.,
                                  a New Jersey corporation

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Vice President, Treasurer
                                         and Chief Financial Officer


                                  BOYD INDIANA, INC., an Indiana corporation

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer

                                  BOYD KENNER, INC., a Louisiana corporation

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer


<PAGE>   81

                                  BOYD LOUISIANA L.L.C.,
                                  a Nevada limited liability company

                                  By: /s/ William S. Boyd
                                     -------------------------------------------
                                  Name:  William S. Boyd
                                  Title: Manager

                                  BOYD TUNICA, INC., a Mississippi corporation

                                  By: /s/ William S. Boyd
                                     -------------------------------------------
                                  Name:  William S. Boyd
                                  Title: Chairman of the Board and
                                         Chief Executive Officer

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer

                                  CALIFORNIA HOTEL AND CASINO,
                                  a Nevada corporation

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer

Attest:


       By: /s/ Brian A. Larson
          ----------------------------------------
       Name:  Brian A. Larson
       Title: Senior Vice President and Secretary




                                  CALIFORNIA HOTEL FINANCE CORPORATION,
                                  a Nevada corporation

                                  By: /s/ William S. Boyd
                                     -------------------------------------------
                                  Name:  William S. Boyd
                                  Title: President

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Vice President, Treasurer
                                         and Chief Financial Officer


<PAGE>   82

                                  ELDORADO, INC., a Nevada corporation

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer

                                  MARE-BEAR, INC., a Nevada corporation

                                  By: /s/ William S. Boyd
                                     -------------------------------------------
                                  Name:  William S. Boyd
                                  Title: President

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer

                                  M.S.W., INC., a Nevada corporation

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer

Attest:

       By: /s/ Brian A. Larson
          ----------------------------------------
       Name:  Brian A. Larson
       Title: Senior Vice President and Secretary



                                  PAR-A-DICE GAMING CORPORATION,
                                  an Illinois corporation

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer

<PAGE>   83




                                  SAM-WILL, INC., a Nevada corporation

                                  By: /s/ William S. Boyd
                                     -------------------------------------------
                                  Name:  William S. Boyd
                                  Title: President

                                  By: /s/ Ellis Landau
                                     -------------------------------------------
                                  Name:  Ellis Landau
                                  Title: Senior Vice President, Treasurer
                                         and Chief Financial Officer

                                  TREASURE CHEST CASINO, L.L.C.,
                                  a Louisiana limited liability company

                                  By: /s/ William S. Boyd
                                     -------------------------------------------
                                  Name:  William S. Boyd
                                  Title: Chief Executive Officer



<PAGE>   84

                                  THE BANK OF NEW YORK

                                  By: /s/ Stacey Poindexter
                                     -------------------------------------------
                                  Name:  Stacey Poindexter
                                  Title: Assistant Treasurer



<PAGE>   85

                                                                       EXHIBIT A

                                 [Face of Note]

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

                                                         CUSIP/CINS ____________

                          9 1/4% Senior Notes due 2009

No. ___                                                            $____________

                             BOYD GAMING CORPORATION

promises to pay to________________________________________or registered assigns,

the principal sum of ___________________________________________________________

Dollars on August 1, 2009.

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

Dated: July ___, 2001


                                  BOYD GAMING CORPORATION


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

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


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

THE BANK OF NEW YORK,
  as Trustee

By:
   ------------------------------------
           Authorized Signatory


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



                                      A-1
<PAGE>   86

                                 [Back of Note]
                          9 1/4% Senior Notes due 2009

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, PLEDGED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER
OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE OR THE DATE THIS NOTE WAS
ACQUIRED FROM AN AFFILIATE OF THE COMPANY, REOFFER, PLEDGE, RESELL OR OTHERWISE
TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1),
(2), (3), OR (7) OF RULE 501 UNDER THE SECURITIES ACT IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT WHO, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE COMPANY A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
NOTES AND AN OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), (D) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH CASE, IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND (3) AGREES THAT IT WILL
GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S
UNDER THE SECURITIES ACT.(1)

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND


--------

(1)     This legend should be included on the Restricted Global Notes and
        Restricted Definitive Notes and omitted from Unrestricted Global Notes
        and Unrestricted Definitive Notes.



                                      A-2
<PAGE>   87

(IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY.(2)

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

        1. INTEREST. Boyd Gaming Corporation, a Nevada corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9
1/4% per annum from July 26, 2001 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Liquidated Damages
semi-annually in arrears on February 1 and August 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). 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; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be February 1, 2002. The Company shall pay
interest on overdue principal and premium, if any, from time to time on demand
at a rate that is 1% per annum in excess of the rate then in effect; it shall
pay interest on overdue installments of interest from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

        2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the January 15 or July 15
immediately preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

        3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. 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 26, 2001 (the "Indenture") among the Company, the Guarantors identified
therein and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Initial Notes are obligations
of the Company limited to



--------

(2)     This legend should be included on the Global Notes and omitted from
        Definitive Notes.



                                      A-3
<PAGE>   88

$200 million in aggregate principal amount [and, as of _____________, the
Additional Notes are obligations of the Company limited to $_____ million in
aggregate principal amount](3).

        5. OPTIONAL REDEMPTION.

        (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to August 1, 2005.
On or after August 1, 2005, the Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on August 1 of the years indicated below:

<TABLE>
<CAPTION>
       Year                                                    Percentage
       ----                                                    ----------
<S>                                                            <C>
       2005..................................................     104.625%
       2006..................................................     102.313%
       2007 and thereafter...................................     100.000%
</TABLE>

        (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to August 1, 2004, the Company may, on one or more
occasions, redeem up to 35% of the aggregate principal amount of Notes at a
redemption price equal to 109.25% of the principal amount thereof plus accrued
and unpaid interest and Liquidated Damages, if any, to the redemption date, with
the net cash proceeds of one or more Public Equity Offerings; provided that (i)
at least 65% of the aggregate principal amount of the Notes originally issued
remain outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company and its Subsidiaries) and (ii) the
redemption occurs within 45 days of the date of the closing of such Public
Equity Offering.

        6. MANDATORY REDEMPTION.

        Except as set forth in Paragraph 8 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

        7. MANDATORY DISPOSITION OR REDEMPTION PURSUANT TO GAMING LAWS.

        Pursuant to the Indenture, the Company will have the right to require a
Holder to dispose of such Holder's Notes if such Holder or the beneficial owner
of such Notes is not licensed or found qualified or suitable by a Gaming
Authority. In the event any such Holder fails to dispose of Notes within a
prescribed time period, the Company shall have the right to call such Notes for
redemption at a redemption price equal to the lesser of (i) the lowest closing
sale price of the Notes on any trading day during the 120-day period ending on
the date upon which the Company shall have received notice from Gaming Authority
of such Holder's disqualification or (ii) the price at which such Holder or
beneficial owner acquired the Notes, unless a different redemption price is
required by such Gaming Authority, in which event such required price shall be
the redemption price.

        8. REPURCHASE AT OPTION OF THE HOLDER.

        (a) Upon the occurrence of (i) a Change of Control (if, at the Change of
Control Time the Notes do not have Investment Grade Status) or, (ii) a Change of
Control Triggering Event (if, at the Change of Control Time the Notes have
Investment Grade Status), each Holder of Notes shall have the



--------

(3)     To be included as appropriate in connection with any issuance of
        Additional Notes.



                                      A-4


<PAGE>   89

right to require the Company to purchase such Holder's Notes, in whole, or in
part in a principal amount that is an integral multiple of $1,000, pursuant to a
Change of Control Offer, at a purchase price in cash equal to 101% of the
principal amount thereof on any Change of Control Payment Date plus accrued and
unpaid interest, if any, to the Change of Control Payment Date.

        Within 30 calendar days following any Change of Control Triggering
Event, the Company shall send, or cause to be sent, by first-class mail, postage
prepaid, a notice regarding the Change of Control Offer to the Trustee and each
Holder of Notes. The Holder of this Note may elect to have this Note or a
portion hereof in an authorized denomination purchased by completing the form
entitled "Option of Holder to Elect Purchase" appearing below and tendering this
Note pursuant to the Change of Control Offer. Unless the Company defaults in the
payment of the Change of Control Purchase Price with respect thereto, all Notes
or portions thereof accepted for payment pursuant to the Change of Control Offer
will cease to accrue interest from and after the Change of Control Payment Date.

        (b) If at any time the Company or any Restricted Subsidiary engages in
any Asset Sale and/or an Event of Loss, as a result of which the aggregate
amount of Excess Proceeds exceed $20,000,000, the Company shall, within 10
Business Days of the date the amount of Excess Proceeds exceeds $20,000,000, use
the then-existing Excess Proceeds to make an offer to purchase, on a pro rata
basis, from all Holders of the Notes, and at the election of the Company, the
holders of any other outstanding Indebtedness equal in ranking to the Notes
having comparable rights, an aggregate principal amount of Notes, and, if
applicable, such other Indebtedness, equal to the Excess Proceeds, at a purchase
price in cash equal to 100% of the principal amount thereof, plus accrued and
unpaid interest and, if applicable, Liquidated Damages, thereon. Upon completion
of a Prepayment Offer (including payment for accepted Notes), any surplus Excess
Proceeds that were the subject of such offer shall cease to be Excess Proceeds,
and the Company may then use such amounts for general corporate purposes.

        Within 10 Business Days of the date the amount of Excess Proceeds
exceeds $20,000,000, the Company shall send, or cause to be sent, by first-class
mail, postage prepaid, a notice regarding the Prepayment Offer to each Holder of
Notes. The Holder of this Note may elect to have this Note or a portion hereof
in an authorized denomination purchased by completing the form entitled "Option
of Holder to Elect Purchase" appearing below and tendering this Note pursuant to
the Prepayment Offer. Unless the Company defaults in the payment of the purchase
price with respect thereto, all Notes or portions thereof selected for payment
pursuant to the Prepayment Offer will cease to accrue interest from and after
the Purchase Date.

        9. 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 whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

        10. 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 may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.



                                      A-5
<PAGE>   90

        11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

        12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions set
forth in the Indenture, (i) the Indenture, the Note Guarantees or the Notes may
be amended without prior notice to any Holder of Notes but with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Notes (including Additional Notes, if any) and (ii) any past Default
and its consequences may be waived with the written consent of the Holders of at
least a majority in principal amount of the outstanding Notes (including
Additional Notes, if any). Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder of Notes, the Company and the
Trustee may amend the Indenture or the Notes (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article Five of the
Indenture; (iii) to provide for uncertificated Notes in addition to or in place
of certificated Notes; (iv) to add additional Note Guarantees with respect to
the Notes or to secure the Notes; (v) to release a Guarantor if such Guarantor
is sold in compliance with Section 10.05 of the Indenture; (vi) to add
additional covenants or to surrender rights and powers conferred on the Company
or any Guarantor; (vii) to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA; (viii) to
make any change that does not adversely affect the rights of any Holder in any
material respect; or (ix) to provide for the issuance of Additional Notes in
accordance with the limitations set forth in the Indenture.

        13. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on the Notes; (ii) default in payment
when due of principal of or premium, if any, on the Notes when the same becomes
due and payable at maturity, upon acceleration, required purchase or otherwise,
(iii) failure by the Company or any Guarantor to comply with Section 5.01 of the
Indenture; (iv) failure by the Company or the Guarantors to observe, perform or
comply with any of the other covenants and agreements in the Indenture and such
failure to observe, perform or comply continues for a period of 30 days after
receipt by the Company of a written notice from the Trustee or Holders of not
less than 25% in aggregate principal amount of the Notes (including Additional
Notes, if any) then outstanding voting as a single class; (v) Indebtedness of
the Company or any Restricted Subsidiary is not paid when due within any
applicable grace period or is accelerated by the holders thereof and, in either
case, the total amount of such unpaid or accelerated Indebtedness exceeds $10
million; (vi) the entry by a court of competent jurisdiction of one or more
judgments or orders against the Company or any Restricted Subsidiary in an
uninsured aggregate amount in excess of $10 million and such judgment or order
is not discharged, waived, stayed or satisfied for a period of 60 consecutive
days; (vii) certain events of bankruptcy, insolvency or reorganization affecting
the Company or any Restricted Subsidiary; (viii) any revocation, suspension or
loss of any Gaming License which results in the cessation of business for a
period of more than 90 consecutive days of the business of any Gaming Facility
owned, leased or operated directly or indirectly by the Company or any of its
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, evidenced by a Board Resolution, both desirable in the conduct of the
business of the Company and its Subsidiaries, taken as a whole, and not
disadvantageous in any material respect to the Holders); and (ix) any Note
Guarantee ceases to be in full force and effect (other than pursuant to the
terms of the Indenture) or is declared null and void or any Guarantor denies
that it has any further liability under its Note Guarantee or gives notice to
such effect. A Default under clause (v), (vi) or (viii) is not an Event of
Default until the Trustee or the Holders of at least 25% in principal amount of
the Notes notify the Company of the Default. If any 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.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct



                                      A-6
<PAGE>   91

the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default and its consequences under the Indenture except
a continuing Default in the payment of interest on, or the principal of, the
Notes.

        14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, 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 the Trustee.

        15. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, 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 Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

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

        17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

        18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of July 26, 2001, among the Company, the Guarantors and the
parties named on the signature pages thereof (the "Registration Rights
Agreement").

        19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

        The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to Boyd Gaming Corporation, 2950 Industrial Road, Las
Vegas, Nevada 89109, Attention: General Counsel.



                                      A-7
<PAGE>   92

                                 ASSIGNMENT FORM

        To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)


________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the 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)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                      A-8
<PAGE>   93

                       OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Note purchased by the Company pursuant
to Section 4.09 or 4.14 of the Indenture, check the appropriate box below:

                      [ ] Section 4.09    [ ] Section 4.14

        If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                $________________

Date: _______________

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

                                       Tax Identification No.:__________________

Signature Guarantee*: _________________________


* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                      A-9
<PAGE>   94

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

        The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

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





                                      A-10
<PAGE>   95

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Boyd Gaming Corporation
2950 Industrial Road
Las Vegas, Nevada  89109
Telecopier No.: (___) ___-____
Attention: _________________

[Registrar address block]

        Re: 9 1/4% Senior Notes due 2009

        Reference is hereby made to the Indenture, dated as of July 26, 2001
(the "Indenture"), among Boyd Gaming Corporation, as issuer (the "Company"), the
Guarantors listed on the signature pages thereto, and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

        ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

        1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

        2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other


                                      B-1
<PAGE>   96

than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

        3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                (a) [ ] such Transfer is being effected pursuant to and in
        accordance with Rule 144 under the Securities Act;

                                       or

                (b) [ ] such Transfer is being effected to the Company or a
        subsidiary thereof;

                                       or

                (c) [ ] such Transfer is being effected pursuant to an effective
        registration statement under the Securities Act and in compliance with
        the prospectus delivery requirements of the Securities Act;

                                       or

                (d) [ ] such Transfer is being effected to an Institutional
        Accredited Investor and pursuant to an exemption from the registration
        requirements of the Securities Act other than Rule 144A, Rule 144 or
        Rule 904, and the Transferor hereby further certifies that it has not
        engaged in any general solicitation within the meaning of Regulation D
        under the Securities Act and the Transfer complies with the transfer
        restrictions applicable to beneficial interests in a Restricted Global
        Note or Restricted Definitive Notes and the requirements of the
        exemption claimed, which certification is supported by (1) a certificate
        executed by the Transferee in the form of Exhibit D to the Indenture and
        (2) an Opinion of Counsel provided by the Transferor or the Transferee
        (a copy of which the Transferor has attached to this certification), to
        the effect that such Transfer is in compliance with the Securities Act.
        Upon consummation of the proposed transfer in accordance with the terms
        of the Indenture, the transferred beneficial interest or Definitive Note
        will be subject to the restrictions on transfer enumerated in the
        Private Placement Legend printed on the IAI Global Note and/or the
        Definitive Notes and in the Indenture and the Securities Act.

        4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

        (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or



                                      B-2
<PAGE>   97

Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

        (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

        (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



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



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

        Dated: _______________________



                                      B-3
<PAGE>   98

                       ANNEX A TO CERTIFICATE OF TRANSFER

        1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                (a)     [ ] a beneficial interest in the:

                        (i)     [ ] 144A Global Note (CUSIP _________), or

                        (ii)    [ ] Regulation S Global Note (CUSIP _________),
                                    or

                        (iii)   [ ] IAI Global Note (CUSIP _________); or

                (b)     [ ] a Restricted Definitive Note.

        2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                (a)     [ ] a beneficial interest in the:

                        (i)     [ ] 144A Global Note (CUSIP _________), or

                        (ii)    [ ] Regulation S Global Note (CUSIP _________),
                                    or

                        (iii)   [ ] IAI Global Note (CUSIP _________); or

                        (iv)    [ ] Unrestricted Global Note (CUSIP _________);
                                    or

                (b)     [ ] a Restricted Definitive Note; or

                (c)     [ ] an Unrestricted Definitive Note,

                in accordance with the terms of the Indenture.





                                      B-4
<PAGE>   99

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Boyd Gaming Corporation
2950 Industrial Road
Las Vegas, Nevada 89109

Telecopier No.: (___) ___-____
Attention: _________________

[Registrar address block]

        Re: 9 1/4% Senior Notes due 2009

                              (CUSIP ____________)

        Reference is hereby made to the Indenture, dated as of July 26, 2001
(the "Indenture"), among Boyd Gaming Corporation, as issuer (the "Company"), the
Guarantors listed on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

        __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

        1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

        (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

        (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

        (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for



                                      C-1
<PAGE>   100

                                                                       EXHIBIT C

a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

        (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

        2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

        (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

        (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [ ]144A Global Note, [ ]Regulation S Global Note, [ ]IAI Global Note
with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


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


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



                                      C-2
<PAGE>   101

                                                                       EXHIBIT C


Dated: ______________________



                                      C-3
<PAGE>   102

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Boyd Gaming Corporation
2950 Industrial Road
Las Vegas, Nevada  89109
Telecopier No.:  (___) ___-____
Attention: _________________

[Registrar address block]

        Re: 9 1/4% Senior Notes due 2009

        Reference is hereby made to the Indenture, dated as of July 26, 2001
(the "Indenture"), among Boyd Gaming Corporation, as issuer (the "Company"), the
Guarantors listed on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

        In connection with our proposed purchase of $____________ aggregate
principal amount of:

        (a)     [ ] a beneficial interest in a Global Note, or

        (b)     [ ] a Definitive Note,

        we confirm that:

        1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

        2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.



                                      D-1
<PAGE>   103

                                                                       EXHIBIT D

        3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

        4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

        5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

        You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                       -----------------------------------------
                                          [Insert Name of Accredited Investor]


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

Dated:  _______________________



                                      D-2
<PAGE>   104

                                                                       EXHIBIT E

                             FORM OF NOTE GUARANTEE

        For value received, each Guarantor (which term includes any Person
required to become a Guarantor under the Indenture and any successor to any
Guarantor under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of July 26, 2001 (the "Indenture") among
Boyd Gaming Corporation, the Guarantors listed on the signature pages thereto
and The Bank of New York, as trustee (the "Trustee"), (a) the due and punctual
payment of the principal of, premium, if any, and interest on the Notes (as
defined in the Indenture), whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal and
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 10 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.

                                    BLUE CHIP CASINO, LLC,
                                    an Indiana limited liability company

                                    By:
                                       -----------------------------------------
                                    Name:   William S. Boyd
                                    Title:  Operating Manager



                                    BOYD ATLANTIC CITY, INC.,
                                    a New Jersey corporation

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Vice President, Treasurer
                                            and Chief Financial Officer

                                    BOYD INDIANA, INC., an Indiana corporation

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Senior Vice President,
                                            Treasurer and Chief
                                            Financial Officer



                                      E-1
<PAGE>   105

                                                                       EXHIBIT E


                                    BOYD KENNER, INC., a Louisiana corporation

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Senior Vice President,
                                            Treasurer and Chief
                                            Financial Officer

                                    BOYD LOUISIANA L.L.C.,
                                    a Nevada limited liability company

                                    By:
                                       -----------------------------------------
                                    Name:   William S. Boyd
                                    Title:  Manager



                                    BOYD TUNICA, INC., a Mississippi corporation

                                    By:
                                       -----------------------------------------
                                    Name:   William S. Boyd
                                    Title:  Chairman of the Board
                                            and Chief Executive Officer

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Senior Vice President,
                                            Treasurer and Chief
                                            Financial Officer

                                    CALIFORNIA HOTEL AND CASINO,
                                    a Nevada corporation

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Senior Vice President,
                                            Treasurer and Chief
                                            Financial Officer

Attest:


       By:
          -----------------------------------------
       Name:  Brian A. Larson
       Title: Senior Vice President and Secretary



                                      E-2
<PAGE>   106

                                                                       EXHIBIT E



                                    CALIFORNIA HOTEL FINANCE CORPORATION,
                                    a Nevada corporation

                                    By:
                                       -----------------------------------------
                                    Name:   William S. Boyd
                                    Title:  President


                                    By:
                                       -----------------------------------------
                                    Name:  Ellis Landau
                                    Title: Vice President, Treasurer
                                           and Chief Financial Officer

                                    ELDORADO, INC., a Nevada corporation

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Senior Vice President,
                                            Treasurer and Chief
                                            Financial Officer

                                    MARE-BEAR, INC., a Nevada corporation

                                    By:
                                       -----------------------------------------
                                    Name:   William S. Boyd
                                    Title:  President


                                    By:
                                       -----------------------------------------
                                    Name:  Ellis Landau
                                    Title: Senior Vice President,
                                           Treasurer and Chief
                                           Financial Officer

                                    M.S.W., INC., a Nevada corporation

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Senior Vice President,
                                            Treasurer and Chief
                                            Financial Officer

Attest:

       By:
          -----------------------------------------
       Name:  Brian A. Larson
       Title: Senior Vice President and Secretary



                                      E-3
<PAGE>   107

                                                                       EXHIBIT E


                                    PAR-A-DICE GAMING CORPORATION,
                                    an Illinois corporation

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Senior Vice President,
                                            Treasurer and Chief
                                            Financial Officer

                                    SAM-WILL, INC., a Nevada corporation

                                    By:
                                       -----------------------------------------
                                    Name:   William S. Boyd
                                    Title:  President

                                    By:
                                       -----------------------------------------
                                    Name:   Ellis Landau
                                    Title:  Senior Vice President,
                                            Treasurer and Chief
                                            Financial Officer

                                    TREASURE CHEST CASINO, L.L.C.,
                                    a Louisiana limited liability company

                                    By:
                                       -----------------------------------------
                                    Name:   William S. Boyd
                                    Title:  Chief Executive Officer



                                      E-4
<PAGE>   108

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Boyd Gaming Corporation (or its permitted successor), a Nevada
corporation (the "Company") and The Bank of New York, as trustee under the
indenture referred to below (the "Trustee").

                               W I T N E S S E T H

        WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of July 26, 2001 providing for
the issuance of its 9 1/4% Senior Notes due 2009 (the "Notes");

        WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

        WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

        NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

        1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

        2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

                (a) Along with all Guarantors named in the Indenture, to jointly
        and severally Guarantee to each Holder of a Note authenticated and
        delivered by the Trustee and to the Trustee and its successors and
        assigns, the Notes or the obligations of the Company hereunder or
        thereunder, that:

                (i) the principal of and interest on the Notes will be promptly
        paid in full when due, whether at maturity, by acceleration, redemption
        or otherwise, and interest on the overdue principal of and interest on
        the Notes, if any, if lawful, and all other obligations of the Company
        to the Holders or the Trustee hereunder or thereunder will be promptly
        paid in full or performed, all in accordance with the terms hereof and
        thereof; and

                (ii) in case of any extension of time of payment or renewal of
        any Notes or any of such other obligations, that same will be promptly
        paid in full when due or performed in accordance with the terms of the
        extension or renewal, whether at stated maturity, by acceleration or
        otherwise. Failing payment when due of any amount so guaranteed or any
        performance so guaranteed for whatever reason, the Guarantors shall be
        jointly and severally obligated to pay the same immediately.



                                      F-1
<PAGE>   109

                (b) The obligations hereunder shall be unconditional,
        irrespective of the validity, regularity or enforceability of the Notes
        or the Indenture, the absence of any action to enforce the same, any
        waiver or consent by any Holder of the Notes with respect to any
        provisions hereof or thereof, the recovery of any judgment against the
        Company, any action to enforce the same or any other circumstance which
        might otherwise constitute a legal or equitable discharge or defense of
        a guarantor.

                (c) The following is hereby waived: diligence presentment,
        demand of payment, filing of claims with a court in the event of
        insolvency or bankruptcy of the Company, any right to require a
        proceeding first against the Company, protest, notice and all demands
        whatsoever.

                (d) This Note Guarantee shall not be discharged except by
        complete performance of the obligations contained in the Notes and the
        Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
        Guarantor under the Indenture.

                (e) If any Holder or the Trustee is required by any court or
        otherwise to return to the Company, the Guarantors, or any Custodian,
        Trustee, liquidator or other similar official acting in relation to
        either the Company or the Guarantors, any amount paid by either to the
        Trustee or such Holder, this Note Guarantee, to the extent theretofore
        discharged, shall be reinstated in full force and effect.

                (f) The Guaranteeing Subsidiary shall not be entitled to any
        right of subrogation in relation to the Holders in respect of any
        obligations guaranteed hereby until payment in full of all obligations
        guaranteed hereby.

                (g) As between the Guarantors, on the one hand, and the Holders
        and the Trustee, on the other hand, (x) the maturity of the obligations
        guaranteed hereby may be accelerated as provided in Article 6 of the
        Indenture for the purposes of this Note Guarantee, notwithstanding any
        stay, injunction or other prohibition preventing such acceleration in
        respect of the obligations guaranteed hereby, and (y) in the event of
        any declaration of acceleration of such obligations as provided in
        Article 6 of the Indenture, such obligations (whether or not due and
        payable) shall forthwith become due and payable by the Guarantors for
        the purpose of this Note Guarantee.

                (h) The Guarantors shall have the right to seek contribution
        from any non-paying Guarantor so long as the exercise of such right does
        not impair the rights of the Holders under the Guarantee.

                (i) Pursuant to Section 10.02 of the Indenture, after giving
        effect to any maximum amount and any other contingent and fixed
        liabilities that are relevant under any applicable Bankruptcy Law or
        fraudulent conveyance laws, and after giving effect to any collections
        from, rights to receive contribution from or payments made by or on
        behalf of any other Guarantor in respect of the obligations of such
        other Guarantor under Article 10 of the Indenture, this new Note
        Guarantee shall be limited to the maximum amount permissible such that
        the obligations of such Guarantor under this Note Guarantee will not
        constitute a fraudulent transfer or conveyance.

        3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that this
Note Guarantee shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.



                                      F-2
<PAGE>   110

        4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                (a) The Guaranteeing Subsidiary may not sell or otherwise
        dispose of all or substantially all of its assets to, or consolidate
        with or merge with or into (whether or not such Guarantor is the
        surviving Person) another Person other than the Company or another
        Guarantor unless:

                        (i) subject to Sections 10.04 and 10.05 of the
                Indenture, either (x) the Person acquiring property in any such
                sale or disposition or the Person formed by or surviving any
                such consolidation or merger (if other than a Guarantor or the
                Company) unconditionally assumes all the obligations of such
                Guarantor, pursuant to a supplemental indenture in form and
                substance reasonably satisfactory to the Trustee, under the
                Notes, the Indenture and the Note Guarantee on the terms set
                forth herein or therein; or (y) the Net Proceeds of such sale or
                other disposition are applied in accordance with the terms of
                the Indenture; and

                        (ii) immediately after giving effect to such
                transaction, no Default or Event of Default exists.

                (b) In case of any such consolidation, merger, sale or
        conveyance and upon the assumption by the successor corporation, by
        supplemental indenture, executed and delivered to the Trustee and
        satisfactory in form to the Trustee, of the Note Guarantee endorsed upon
        the Notes and the due and punctual performance of all of the covenants
        and conditions of the Indenture to be performed by the Guarantor, such
        successor corporation shall succeed to and be substituted for the
        Guarantor with the same effect as if it had been named herein as a
        Guarantor. Such successor corporation thereupon may cause to be signed
        any or all of the Note Guarantees to be endorsed upon all of the Notes
        issuable hereunder which theretofore shall not have been signed by the
        Company and delivered to the Trustee. All the Note Guarantees so issued
        shall in all respects have the same legal rank and benefit under the
        Indenture as the Note Guarantees theretofore and thereafter issued in
        accordance with the terms of the Indenture as though all of such Note
        Guarantees had been issued at the date of the execution hereof.

                (c) Except as set forth in Articles 4 and 5 and Section 10.05 of
        Article 10 of the Indenture, and notwithstanding clauses (a) and (b)
        above, nothing contained in the Indenture or in any of the Notes shall
        prevent any consolidation or merger of a Guarantor with or into the
        Company or another Guarantor, or shall prevent any sale or conveyance of
        the property of a Guarantor as an entirety or substantially as an
        entirety to the Company or another Guarantor.

        5. RELEASES.

                (a) In the event of a sale or other disposition of all of the
        assets of any Guarantor, by way of merger, consolidation or otherwise,
        or a sale or other disposition of all to the capital stock of any
        Guarantor, in each case to a Person that is not (either before or after
        giving effect to such transaction) a Subsidiary of the Company, then
        such Guarantor (in the event of a sale or other disposition, by way of
        merger, consolidation or otherwise, of all of the capital stock of such
        Guarantor) or the corporation acquiring the property (in the event of a
        sale or other disposition of all or substantially all of the assets of
        such Guarantor) will be released and relieved of any obligations under
        its Note Guarantee; provided that the Net Proceeds of such sale or other
        disposition are applied in accordance with the applicable provisions of
        the Indenture, including without limitation Section 4.09 of the
        Indenture. Upon delivery by the Company to the Trustee of an Officers'
        Certificate and an Opinion of Counsel to the effect that such sale or
        other disposition



                                      F-3
<PAGE>   111

        was made by the Company in accordance with the provisions of the
        Indenture, including without limitation Section 4.09 of the Indenture,
        the Trustee shall execute any documents reasonably required in order to
        evidence the release of any Guarantor from its obligations under its
        Note Guarantee.

                (b) Any Guarantor not released from its obligations under its
        Note Guarantee shall remain liable for the full amount of principal of
        and interest on the Notes and for the other obligations of any Guarantor
        under the Indenture as provided in Article 10 of the Indenture.

        6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

        7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

        9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

        10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



                                      F-4
<PAGE>   112

        IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

        Dated: _______________, 200__



                                      [GUARANTEEING SUBSIDIARY]

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

                                      THE BANK OF NEW YORK,
                                         as Trustee


                                      By:
                                         ---------------------------------------
                                         Authorized Signatory



                                      F-5
<PAGE>   113

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

        The following schedule lists each Guarantor under the Indenture as of
the Issue Date:

<TABLE>
<CAPTION>
        NAME                                      STATE OF ORGANIZATION
        ----                                      ---------------------
<S>                                               <C>
        Blue Chip Casino, LLC                     Indiana
        Boyd Atlantic City, Inc.                  New Jersey
        Boyd Indiana, Inc.                        Indiana
        Boyd Kenner, Inc.                         Louisiana
        Boyd Louisiana L.L.C.                     Nevada
        Boyd Tunica, Inc.                         Mississippi
        California Hotel and Casino               Nevada
        California Hotel Finance Corporation      Nevada
        Eldorado, Inc.                            Nevada
        Mare-Bear, Inc.                           Nevada
        M.S.W., Inc.                              Nevada
        Par-A-Dice Gaming Corporation             Illinois
        Sam-Will, Inc.                            Nevada
        Treasure Chest Casino, L.L.C.             Louisiana
</TABLE>



                                      F-6