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                                                                     Exhibit 4.5



                                Aztar Corporation

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

                      9% Senior Subordinated Notes due 2011


                   Exchange and Registration Rights Agreement

                                                                   July 27, 2001

Banc of America Securities LLC
  as representative of the Purchasers
9 West Fifth Street, 31st Floor
New York, New York  10019

Ladies and Gentlemen:


                Aztar Corporation, a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) $175,000,000 in
aggregate principal amount of its 9% Senior Subordinated Notes due 2011. As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Transfer Restricted Securities (as defined
herein) as follows:


        1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:


                "Base Interest" shall mean the interest that would otherwise
accrue on the Securities under the terms thereof and the Indenture, without
giving effect to the provisions of this Agreement.


                The term "broker-dealer" shall mean any broker or dealer
registered with the Commission under the Exchange Act.


                "Closing Date" shall mean the date on which the Securities are
initially issued pursuant to the Purchase Agreement.



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                "Commission" shall mean the United States Securities and
Exchange Commission, or any other federal agency at the time administering the
Exchange Act or the Securities Act, whichever is the relevant statute for the
particular purpose.


                "Effective Time," in the case of (i) an Exchange Registration,
shall mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.


                "Electing Holder" shall mean any holder of Transfer Restricted
Securities that has timely returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii)
hereof.


                "Exchange Act" shall mean the Securities Exchange Act of 1934,
or any successor thereto, as the same shall be amended from time to time.


                "Exchange Offer" shall have the meaning assigned thereto in
Section 2(a) hereof.


                "Exchange Registration" shall have the meaning assigned thereto
in Section 3(c) hereof.


                "Exchange Registration Statement" shall have the meaning
assigned thereto in Section 2(a) hereof.


                "Exchange Securities" shall have the meaning assigned thereto in
Section 2(a) hereof.


                "Gaming Authority" shall mean the United States federal
government or any state, county, municipality or other political subdivision or
any agency or other governmental authority thereof that now or hereafter has
jurisdiction over all or any portion of the gaming activity of the Company or
any of its subsidiaries.


                The term "holder" shall mean each of the Purchasers and other
persons who acquire Transfer Restricted Securities from time to time (including
any successors or assigns), in each case for so long as such person owns any
Transfer Restricted Securities.


                "Indenture" shall mean the Indenture, dated as of the date
hereof, between the Company and U. S. Bank Trust National Association, as
Trustee, as the same shall be amended from time to time.


                "Notice and Questionnaire" means a Notice of Registration
Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto.



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                The term "person" shall mean a corporation, association, limited
liability company, partnership, organization, business, individual, government
or political subdivision thereof or governmental agency.


                "Purchase Agreement" shall mean the Purchase Agreement, dated
July 17, 2001, among the Purchasers and the Company relating to the Securities.


                "Purchasers" shall mean the Purchasers named in Schedule I to
the Purchase Agreement.


                "Registration Default" shall have the meaning assigned thereto
in Section 2(c) hereof.


                "Registration Expenses" shall have the meaning assigned thereto
in Section 4 hereof.


                "Resale Period" shall have the meaning assigned thereto in
Section 2(a) hereof.


                "Restricted Holder" shall mean (i) a holder that is an affiliate
of the Company within the meaning of Rule 405, (ii) a holder who acquires
Exchange Securities outside the ordinary course of such holder's business, (iii)
a holder who has arrangements or understandings with any person to participate
in the Exchange Offer for the purpose of distributing Exchange Securities and
(iv) a holder that is a broker-dealer, but only with respect to Exchange
Securities received by such broker-dealer pursuant to an Exchange Offer in
exchange for Transfer Restricted Securities Exchange and Registration Rights
Agreement acquired by the broker-dealer directly from the Company.


                "Rule 144," "Rule 144A," "Rule 405" and "Rule 415" shall mean,
in each case, such rule promulgated under the Securities Act (as defined below),
as the same shall be amended from time to time.


                "Securities" shall mean, collectively, the 9% Senior
Subordinated Notes due 2011 of the Company to be issued and sold to the
Purchasers, and securities issued in exchange therefor or in lieu thereof
pursuant to the Indenture provided that the Securities do not include the
Exchange Securities.


                "Securities Act" shall mean the Securities Act of 1933, or any
successor thereto, as the same shall be amended from time to time.


                "Shelf Registration" shall have the meaning assigned thereto in
Section 2(b) hereof.


                "Shelf Registration Statement" shall have the meaning assigned
thereto in Section 2(b) hereof.


                "Special Interest" shall have the meaning assigned thereto in
Section 2(c) hereof.



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                "Transfer Restricted Securities" shall mean the Securities;
provided, however, that a Security shall cease to be a Transfer Restricted
Security when: (i) in the circumstances contemplated by Section 2(a) hereof, the
Security has been exchanged for an Exchange Security in an Exchange Offer as
contemplated in Section 2(a) hereof (provided that any Exchange Security that,
pursuant to the last two sentences of Section 2(a) hereof, is included in a
prospectus for use in connection with resales by broker-dealers shall be deemed
to be a Transfer Restricted Security with respect to Sections 5, 6 and 9 until
resale of such Transfer Restricted Security has been effected within the 180-day
period referred to in Section 2(a)); (ii) in the circumstances contemplated by
Section 2(b) hereof, a Shelf Registration Statement registering such Security
under the Securities Act has been declared or becomes effective and such
Security has been sold or otherwise transferred by the holder thereof in
accordance with the Shelf Registration Statement; (iii) such Security is
distributed to the public pursuant to Rule 144 under the Securities Act; or (iv)
such Security shall cease to be outstanding.


                "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, or any successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.


                Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

        2. Registration Under the Securities Act.

                (a) Except as set forth in Section 2(b) below, the Company
agrees to file under the Securities Act no later than 60 days after the Closing
Date, a registration statement relating to an offer to exchange (such
registration statement, the "Exchange Registration Statement", and such offer,
the "Exchange Offer") any and all of the Securities for a like aggregate
principal amount of debt securities issued by the Company, which debt securities
are substantially identical to the Securities (and are entitled to the benefits
of a trust indenture which is substantially identical to the Indenture or is the
Indenture and which has been qualified under the Trust Indenture Act), except
that they have been registered pursuant to an effective registration statement
under the Securities Act and do not contain provisions for the additional
interest contemplated in Section 2(d) below (such new debt securities are
hereinafter referred to as, the "Exchange Securities"). The Company agrees to
use its best efforts to cause the Exchange Registration Statement to become
effective under the Securities Act no later than 180 days after the Closing
Date. The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Company further agrees to, unless the
Exchange Offer would not be permitted by law or Commission policy, use its
reasonable best efforts to commence and complete the Exchange Offer promptly,
but no later than 45 days after such registration statement has become
effective, hold the Exchange Offer open for at least 30 days and exchange
Exchange Securities for all Transfer Restricted Securities that have been
properly tendered and not withdrawn on or prior to the expiration of the
Exchange Offer. The Exchange Offer will be deemed to have been "completed" only
if the debt securities received by holders other than



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Restricted Holders in the Exchange Offer for Transfer Restricted Securities are,
upon receipt, transferable by each such holder without restriction under Section
5 of the Securities Act. The Exchange Offer shall be deemed to have been
completed upon the earlier to occur of (i) the Company having exchanged the
Exchange Securities for all outstanding Transfer Restricted Securities pursuant
to the Exchange Offer and (ii) the Company having exchanged, pursuant to the
Exchange Offer, Exchange Securities for all Transfer Restricted Securities that
have been properly tendered and not withdrawn before the expiration of the
Exchange Offer, which shall be on a date that is at least 30 days following the
commencement of the Exchange Offer. The Company shall indicate in an
"Underwriting" section contained in the prospectus contained in the Exchange
Registration Statement that any broker-dealer who holds Securities that are
Transfer Restricted Securities and that were acquired for its own account as a
result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company), may exchange
such Securities pursuant to the Exchange Offer. Such "Underwriting" section
shall also contain all other information with respect to such sales by such
broker-dealers that the Commission may require in order to permit such sales
pursuant thereto, but such "Underwriting" section shall not name any such
broker-dealer or disclose the amount of Securities held by any such
broker-dealer, except to the extent required by the Commission. See Shearman &
Sterling no-action letter (available July 2, 1993). The Company shall use its
reasonable best efforts to keep the Exchange Registration Statement continuously
effective, supplemented and amended as required by the provisions of Section
6(d) below to the extent necessary to ensure that it is available for resales of
Securities acquired by broker-dealers for their own accounts as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for the lesser of (i) a period of 180 days from the date on which the
Exchange Registration Statement is declared effective or (ii) such period of
time as such broker-dealer must comply with the prospectus delivery requirements
of the Securities Act in order to resell the Exchange Securities received in
exchange for Securities acquired for their own account as a result of such
market-making or other trading activities (the "Resale Period"); subject in the
case of either clause (i) or (ii), to any suspension of the availability of the
Exchange Registration Statement (or the prospectus contained therein) and
extension of the Resale Period pursuant to Section 2(c) hereof.


                (b) If (i) the Company is not: (A) required to file the Exchange
Offer registration statement; or (B) permitted to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy; or (ii) any holder of Transfer Restricted Securities notifies the
Company prior to the 20th day following consummation of the Exchange Offer that:
(1) it is prohibited by law or Commission policy from participating in the
Exchange Offer; (2) it may not resell the Exchange Securities acquired by it in
the Exchange Offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer registration statement is not
appropriate or available for such resales; (3) it is a broker-dealer and owns
Securities acquired directly from the Company or an affiliate of the Company; or
(4) it is a Purchaser and that its Securities are not eligible to be exchanged
for Exchange Securities, the Company shall, in lieu of (or, in the case of
clause (2) or (4), in addition to) conducting the Exchange Offer contemplated by
Section 2(a), file under the Securities Act as



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soon as practicable after the time such obligation to file arises, a "shelf"
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Transfer Restricted
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "Shelf Registration" and such registration
statement, the "Shelf Registration Statement"). The Company agrees to use its
reasonable best efforts (x) to cause the Shelf Registration Statement to become
or be declared effective no later than 120 days after such Shelf Registration
Statement is filed, and to keep such Shelf Registration Statement continuously
effective for a period ending on the earlier of the second anniversary of the
Effective Time or such time as there are no longer any Transfer Restricted
Securities outstanding, provided, however, that no holder shall be entitled to
be named as a selling securityholder in the Shelf Registration Statement or to
use the prospectus forming a part thereof for resales of Transfer Restricted
Securities unless such holder is an Electing Holder, and (y) after the Effective
Time of the Shelf Registration Statement, promptly upon the request of any
holder of Transfer Restricted Securities that is not then an Electing Holder and
was not a holder at the Effective Time of the Shelf Registration Statement, to
take any action reasonably necessary to enable such holder to use the prospectus
forming a part thereof for resales of Transfer Restricted Securities, including,
without limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement, provided, however, that
nothing in this clause (y) shall relieve any such holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof. The Company further agrees to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration. Upon the filing of the Shelf Registration Statement in accordance
with this Section 2(b), the Company shall have no further obligation to register
Transfer Restricted Securities in an Exchange Offer pursuant to Section 2(a)
hereof; provided that the other provisions of this Agreement shall continue to
apply as set forth in such provisions.


                (c) Notwithstanding the provisions of (i) the last two sentences
of Section 2(a) and (ii) Section 2(b), the Company may suspend the availability
of the Exchange Registration Statement during the Resale Period or the Shelf
Registration Statement and the related prospectus if (A) the board of directors
of the Company determines in good faith that it is in the best interests of the
Company not to disclose the existence of or facts surrounding any proposed or
pending material corporate transaction involving the Company, and the Company
mails notification to the Electing Holders within five business days after the
Board of Directors makes such determination, or (B) the Prospectus contained in
the Exchange Registration Statement or the Shelf Registration Statement, as the
case may be, contains an untrue statement of material fact or omits to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided that (1) the
Resale Period or (2) the periods during which the Shelf Registration Statement
is required to be available, as applicable, shall be extended by the number of
days during which such Registration Statement was not available pursuant to the
foregoing provisions (which such extension shall be the holder's sole remedy
hereunder);


                (d) In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration



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statement is required to be filed pursuant to Section 2(a) or 2(b),
respectively, or (ii) such Exchange Registration Statement or Shelf Registration
Statement has not become effective or been declared effective by the Commission
on or before the date on which such registration statement is required to become
or be declared effective pursuant to Section 2(a) or 2(b), respectively, or
(iii) the Exchange Offer has not been completed within 45 days after the initial
effective date of the Exchange Registration Statement relating to the Exchange
Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange
Registration Statement or Shelf Registration Statement required by Section 2(a)
or 2(b) hereof is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses
(i) through (iv), a "Registration Default" and each period during which a
Registration Default has occurred and is continuing, a "Registration Default
Period"), then, as liquidated damages for such Registration Default, subject to
the provisions of Section 9(b), special interest ("Special Interest"), in
addition to the Base Interest, shall accrue on all Securities at a per week rate
of .005% for the first 90 days of the Registration Default Period, increasing by
an additional .005% per week with respect to each subsequent 90-day period until
all Registration Defaults have been cured up to a maximum of .05% per week.
Following the cure of all Registration Defaults, the accrual of Special Interest
will cease. The applicable Registration Default will be deemed cured (A) upon
the filing of the required Registration Statement in the case of clause (i)
above, (B) upon the effectiveness of such required Registration Statement in the
case of clause (ii) above, (C) upon the completion of the Exchange Offer in the
case of clause (iii) above and (D) in the case of clause (iv), upon the
applicable Registration Statement once again becoming effective and usable or a
new Registration Statement becoming effective and usable with respect to the
Transfer Restricted Securities covered by the Registration Statement that ceased
to be effective or usable. No person shall have any other remedy under this
Agreement or otherwise as a result of any Registration Default so long as the
Company makes timely payments of all such Special Interest required by this
paragraph. The Special Interest due shall be payable on each interest payment
date to the record holder of Securities entitled to receive the interest payment
to be paid on such date as set forth in the Indenture.


                (e) The Company shall take all actions necessary or advisable to
be taken by it to ensure that the transactions contemplated herein are effected
as so contemplated.

                (f) Any reference herein to a registration statement as of any
time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

        3. Registration Procedures.


                If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:



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                (a) At or before the Effective Time of the Exchange Offer or the
Shelf Registration, as the case may be, the Company shall qualify the Indenture
under the Trust Indenture Act of 1939.


                (b) In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.


                (c) In connection with the Company's obligations with respect to
the registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall:


                        (i) prepare and file with the Commission no later than
        60 days after the Closing Date, an Exchange Registration Statement on
        any form which may be utilized by the Company and which shall permit the
        Exchange Offer and resales of Exchange Securities by broker-dealers
        during the Resale Period to be effected as contemplated by Section 2(a),
        and use its reasonable best efforts to cause such Exchange Registration
        Statement to become effective no later than 180 days after the Closing
        Date;


                        (ii) promptly prepare and file with the Commission such
        amendments and supplements to such Exchange Registration Statement and
        the prospectus included therein as may be necessary to effect and
        maintain the effectiveness of such Exchange Registration Statement for
        the periods and purposes contemplated in Section 2(a) hereof and as may
        be required by the applicable rules and regulations of the Commission
        and the instructions applicable to the form of such Exchange
        Registration Statement, and promptly provide each broker-dealer holding
        Exchange Securities with such number of copies of the prospectus
        included therein (as then amended or supplemented), in conformity in all
        material respects with the requirements of the Securities Act and the
        Trust Indenture Act and the rules and regulations of the Commission
        thereunder, as such broker-dealer reasonably may request prior to the
        expiration of the Resale Period, for use in connection with resales of
        Exchange Securities;


                        (iii) promptly notify each broker-dealer that has
        requested or received copies of the prospectus included in such
        registration statement and confirm such advice in writing (A) when such
        Exchange Registration Statement or the prospectus included therein or
        any prospectus amendment or supplement or post-effective amendment has
        been filed, and, with respect to such Exchange Registration Statement or
        any post-effective amendment, when the same has become effective, (B) of
        any request by the Commission for amendments or supplements to such
        Exchange Registration Statement or prospectus or for additional
        information, (C) of the issuance by the Commission of any stop order
        suspending the effectiveness of such Exchange Registration Statement or
        the initiation or threatening of any proceedings for that purpose, (D)
        if at any time the representations and warranties of the Company
        contemplated by Section 5 cease to be true and correct in all material
        respects, (E) of the receipt by the Company of any notification with
        respect to the suspension of the qualification of the Exchange
        Securities for sale in any jurisdiction or the initiation or threatening
        of any proceeding for such



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        purpose, or (F) at any time during the Resale Period when a prospectus
        is required to be delivered under the Securities Act, that such Exchange
        Registration Statement, prospectus, prospectus amendment or supplement
        or post-effective amendment does not conform in all material respects to
        the applicable requirements of the Securities Act and the Trust
        Indenture Act and the rules and regulations of the Commission thereunder
        or contains an untrue statement of a material fact or omits to state any
        material fact required to be stated therein or necessary to make the
        statements therein not misleading in light of the circumstances then
        existing;


                        (iv) in the event that the Company would be required,
        pursuant to Section 3(e)(iii)(F) above, to notify any broker-dealers
        holding Exchange Securities, promptly prepare and furnish to each such
        holder a reasonable number of copies of a prospectus supplemented or
        amended so that, as thereafter delivered to purchasers of such Exchange
        Securities during the Resale Period, such prospectus shall conform in
        all material respects to the applicable requirements of the Securities
        Act and the Trust Indenture Act and the rules and regulations of the
        Commission thereunder and shall not contain an untrue statement of a
        material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading in
        light of the circumstances then existing;


                        (v) use its reasonable best efforts to obtain the
        withdrawal of any order suspending the effectiveness of such Exchange
        Registration Statement or any post-effective amendment thereto at the
        earliest practicable date;


                        (vi) use its reasonable best efforts to (A) register or
        qualify the Exchange Securities under the securities laws or blue sky
        laws of such jurisdictions as are contemplated by Section 2(a) no later
        than the commencement of the Exchange Offer, (B) keep such registrations
        or qualifications in effect and comply with such laws so as to permit
        the continuance of offers, sales and dealings therein in such
        jurisdictions until the expiration of the Resale Period and (C) take any
        and all other actions as may be reason ably necessary to enable each
        broker-dealer holding Exchange Securities to consummate the disposition
        thereof in such jurisdictions; provided, however, that the Company shall
        not be required for any such purpose to (1) qualify as a foreign
        corporation in any jurisdiction wherein it would not otherwise be
        required to qualify but for the requirements of this Section 3(c)(vi),
        (2) consent to general service of process or taxation in any such
        jurisdiction or (3) make any changes to its certificate of incorporation
        or by-laws or any agreement between it and its stockholders;


                        (vii) use its reasonable best efforts to obtain the
        consent or approval of each governmental agency or authority, whether
        federal, state or local, which may be required to effect the Exchange
        Registration, the Exchange Offer and the offering and sale of Exchange
        Securities by broker-dealers during the Resale Period;


                        (viii) provide a CUSIP number for all Exchange
        Securities, not later than the applicable Effective Time;



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                        (ix) comply with all applicable rules and regulations of
        the Commission, and make generally available to its securityholders no
        later than eighteen months after the effective date of such Exchange
        Registration Statement, an earning statement (which is not required to
        be audited) of the Company and its subsidiaries complying with Section
        11(a) of the Securities Act (including, at the option of the Company,
        Rule 158 thereunder).


                (d) In connection with the Company's obligations with respect to
the Shelf Registration, if applicable, the Company shall:


                        (i) prepare and file with the Commission within the time
        periods specified in Section 2(b), a Shelf Registration Statement on any
        form which may be utilized by the Company and which shall register all
        of the Transfer Restricted Securities for resale by the holders thereof
        in accordance with such method or methods of disposition as may be
        specified in writing by such of the holders as, from time to time, may
        be Electing Holders and use its reasonable best efforts to cause such
        Shelf Registration Statement to become effective within the time periods
        specified in Section 2(b);


                        (ii) not less than 20 calendar days prior to the
        Effective Time of the Shelf Registration Statement, mail the Notice and
        Questionnaire to the holders of Transfer Restricted Securities; no
        holder shall be entitled to be named as a selling securityholder in the
        Shelf Registration Statement as of the Effective Time, and no holder
        shall be entitled to use the prospectus forming a part thereof for
        resales of Transfer Restricted Securities at any time, unless such
        holder has returned a completed and signed Notice and Questionnaire to
        the Company by the deadline for response set forth and such Notice and
        Questionnaire is reasonably acceptable to the Company; provided,
        however, holders of Transfer Restricted Securities shall have at least
        20 calendar days from the date on which the Notice and Questionnaire is
        first mailed to such holders to return a completed and signed Notice and
        Questionnaire to the Company;


                        (iii) after the Effective Time of the Shelf Registration
        Statement, upon the request of any holder of Transfer Restricted
        Securities that is not then an Electing Holder, promptly send a Notice
        and Questionnaire to such holder; provided that the Company shall not be
        required to take any action to name such holder as a selling
        securityholder in the Shelf Registration Statement or to enable such
        holder to use the prospectus forming a part thereof for resales of
        Transfer Restricted Securities until such holder has returned a
        completed and signed Notice and Questionnaire to the Company and such
        Notice and Questionnaire is reasonably acceptable to the Company;


                        (iv) promptly prepare and file with the Commission such
        amendments and supplements to such Shelf Registration Statement and the
        prospectus included therein as may be necessary to effect and maintain
        the effectiveness of such Shelf Registration Statement for the period
        specified in Section 2(b) hereof and as may be required by the
        applicable rules and regulations of the Commission and the instructions
        applicable to the form of such Shelf Registration Statement, and furnish
        to the Electing Holders copies of



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        any such supplement or amendment concurrently with or promptly following
        its being used or filed with the Commission;


                        (v) comply with the provisions of the Securities Act
        with respect to the disposition of all of the Transfer Restricted
        Securities covered by such Shelf Registration Statement in accordance
        with the intended methods of disposition by the Electing Holders
        provided for in such Shelf Registration Statement;


                        (vi) provide (A) the Electing Holders, (B) the
        underwriters (which term, for purposes of this Exchange and Registration
        Rights Agreement, shall include a person deemed to be an underwriter
        within the meaning of Section 2(a)(11) of the Securities Act), if any,
        thereof, (C) any sales or placement agent therefor, (D) counsel for any
        such underwriter or agent and (E) not more than one counsel for all the
        Electing Holders the reasonable opportunity to participate at such
        person's expense in the preparation of such Shelf Registration
        Statement, each prospectus included therein or filed with the Commission
        and each amendment or supplement thereto;


                        (vii) for a reasonable period prior to the filing of
        such Shelf Registration Statement, and throughout the period specified
        in Section 2(b), make available at reasonable times following a request
        at the Company's principal place of business or such other reasonable
        place for inspection by the persons referred to in Section 3(d)(vi) who
        shall certify to the Company in writing that they have a current
        intention to sell the Transfer Restricted Securities pursuant to the
        Shelf Registration such financial and other information and books and
        records of the Company, and cause the officers and employees, counsel
        and independent certified public accountants of the Company to respond
        to such inquiries, as shall be reasonably necessary, to conduct a
        reasonable investigation within the meaning of Section 11 of the
        Securities Act; provided, however, that the inspection described in this
        paragraph (vii) shall be performed by a single law firm selected by a
        majority in principal amount of the Electing Holders and all persons
        having access to such information shall be required to maintain in
        confidence and not to disclose to any other person any information or
        records reasonably designated by the Company as being confidential,
        until such time as (A) such information becomes a matter of public
        record (whether by virtue of its inclusion in such registration
        statement or otherwise), or (B) such person shall be required so to
        disclose such information pursuant to a subpoena or order of any court
        or other governmental agency or body having jurisdiction over the matter
        (subject to the requirements of such order, and such person shall give
        the Company prompt written notice of such requirement), or (C) such
        information is required to be set forth in such Shelf Registration
        Statement or the prospectus included therein or in an amendment to such
        Shelf Registration Statement or an amendment or supplement to such
        prospectus in order that such Shelf Registration Statement, prospectus,
        amendment or supplement, as the case may be, complies with applicable
        requirements of the federal securities laws and the rules and
        regulations of the Commission and does not contain an untrue statement
        of a material fact or omit to state therein a material fact required to
        be stated therein or necessary to make the statements therein not
        misleading in light of the circumstances then existing;



                                       11
<PAGE>   12

                        (viii) promptly notify each of the Electing Holders, any
        sales or placement agent therefor and any underwriter thereof (which
        notification may be made through any managing underwriter that is a
        representative of such underwriter for such purpose) and confirm such
        advice in writing (A) when such Shelf Registration Statement or the
        prospectus included therein or any prospectus amendment or supplement or
        post-effective amendment has been filed, and, with respect to such Shelf
        Registration Statement or any post-effective amendment, when the same
        has become effective, (B) of any request by the Commission for
        amendments or supplements to such Shelf Registration Statement or
        prospectus or for additional information, (C) of the issuance by the
        Commission of any stop order suspending the effectiveness of such Shelf
        Registration Statement or the initiation or threatening of any
        proceedings for that purpose, (D) if at any time the representations and
        warranties of the Company contemplated by Section 3(d)(xvii) or Section
        5 cease to be true and correct in all material respects, (E) of the
        receipt by the Company of any notification with respect to the
        suspension of the qualification of the Transfer Restricted Securities
        for sale in any jurisdiction or the initiation or threatening of any
        proceeding for such purpose, or (F) if at any time when a prospectus is
        required to be delivered under the Securities Act, that such Shelf
        Registration Statement, prospectus, prospectus amendment or supplement
        or post-effective amendment does not conform in all material respects to
        the applicable requirements of the Securities Act and the Trust
        Indenture Act and the rules and regulations of the Commission thereunder
        or contains an untrue statement of a material fact or omits to state any
        material fact required to be stated therein or necessary to make the
        statements therein not misleading in light of the circumstances then
        existing;


                        (ix) use its reasonable best efforts to obtain the
        withdrawal of any order suspending the effectiveness of such
        registration statement or any post-effective amendment thereto at the
        earliest practicable date;


                        (x) if requested in writing by any managing underwriter
        or underwriters, any placement or sales agent or any Electing Holder,
        promptly incorporate in a prospectus supplement or post-effective
        amendment such information as is required by the applicable rules and
        regulations of the Commission and as such managing underwriter or
        underwriters, such agent or such Electing Holder specifies should be
        included therein relating to the terms of the sale of such Transfer
        Restricted Securities, including information with respect to the
        principal amount of Transfer Restricted Securities being sold by such
        Electing Holder or agent or to any underwriters, the name and
        description of such Electing Holder, agent or underwriter, the offering
        price of such Transfer Restricted Securities and any discount,
        commission or other compensation payable in respect thereof, the
        purchase price being paid therefor by such underwriters and with respect
        to any other terms of the offering of the Transfer Restricted Securities
        to be sold by such Electing Holder or agent or to such underwriters; and
        make all required filings of such prospectus supplement or
        post-effective amendment promptly after notification of the matters to
        be incorporated in such prospectus supplement or post-effective
        amendment;



                                       12
<PAGE>   13

                        (xi) furnish to each Electing Holder, each placement or
        sales agent, if any, therefor, each underwriter, if any, thereof and the
        respective counsel referred to in Section 3(d)(vi) such number of copies
        of such Shelf Registration Statement (excluding exhibits thereto and
        documents incorporated by reference therein unless specifically so
        requested by such Electing Holder, agent or underwriter, as the case may
        be) and of the prospectus included in such Shelf Registration Statement
        (including each preliminary prospectus and any summary prospectus), in
        conformity in all material respects with the applicable requirements of
        the Securities Act and the Trust Indenture Act and the rules and
        regulations of the Commission thereunder, and such other documents, as
        such Electing Holder, agent, if any, and underwriter, if any, may
        reasonably request in order to facilitate the offering and disposition
        of the Transfer Restricted Securities owned by such Electing Holder,
        offered or sold by such agent or underwritten by such underwriter and to
        permit such Electing Holder, agent and underwriter to satisfy the
        prospectus delivery requirements of the Securities Act; and the Company
        hereby consents to the use of such prospectus (including such
        preliminary and summary prospectus) and any amendment or supplement
        thereto by each such Electing Holder and by any such agent and
        underwriter, in each case in the form most recently provided to such
        person by the Company, in connection with the offering and sale of the
        Transfer Restricted Securities covered by the prospectus (including such
        preliminary and summary prospectus) or any supplement or amendment
        thereto;


                        (xii) use its reasonable best efforts to (A) register or
        qualify the Transfer Restricted Securities to be included in such Shelf
        Registration Statement under such securities laws or blue sky laws of
        such jurisdictions as any Electing Holder and each placement or sales
        agent, if any, therefor and underwriter, if any, thereof shall
        reasonably request, (B) keep such registrations or qualifications in
        effect and comply with such laws so as to permit the continuance of
        offers, sales and dealings therein in such jurisdictions during the
        period the Shelf Registration is required to remain effective under
        Section 2(b) above and for so long as may be necessary to enable any
        such Electing Holder, agent or underwriter to complete its distribution
        of Securities pursuant to such Shelf Registration Statement and (C) take
        any and all other actions as may be reasonably necessary or advisable to
        enable each such Electing Holder, agent, if any, and underwriter, if
        any, to consummate the disposition in such jurisdictions of such
        Transfer Restricted Securities; provided, however, that the Company
        shall not be required for any such purpose to (1) qualify as a foreign
        corporation in any jurisdiction wherein it would not otherwise be
        required to qualify but for the requirements of this Section 3(d)(xii),
        (2) consent to general service of process or taxation in any such
        jurisdiction or (3) make any changes to its certificate of incorporation
        or by-laws or any agreement between it and its stockholders;


                        (xiii) use its reasonable best efforts to obtain the
        consent or approval of each governmental agency or authority, whether
        federal, state or local, which may be required to effect the Shelf
        Registration or the offering or sale in connection therewith or to
        enable the selling holder or holders to offer, or to consummate the
        disposition of, their Transfer Restricted Securities;



                                       13
<PAGE>   14

                        (xiv) Unless any Transfer Restricted Securities shall be
        in book-entry only form, cooperate with the Electing Holders and the
        managing underwriters, if any, to facilitate the timely preparation and
        delivery of certificates representing Transfer Restricted Securities to
        be sold, and which certificates shall not bear any restrictive legends;
        and, in the case of an underwritten offering, enable such Transfer
        Restricted Securities to be in such denominations and registered in such
        names as the managing underwriters may reasonably request at least seven
        business days prior to any sale of the Transfer Restricted Securities;
        provided, however, that in the case of Transfer Restricted Securities
        that are in book-entry only form, (i) the Company shall prepare a new
        global note (with a new CUSIP number) that is identical to the
        restricted global note except that the new global note shall be free of
        restrictive legends, (ii) the trustee under the Indenture shall
        authenticate the new global note in the amount of zero dollars and (iii)
        as sales are made pursuant to the Shelf Registration Statement, the
        trustee shall, upon receipt of the Notice of Transfer Pursuant to the
        Registration Statement (a copy of which is attached hereto as Exhibit
        B), make an appropriate credit to the new global note and a
        corresponding deduction from the restricted global note;


                        (xv) provide a CUSIP number for all Transfer Restricted
        Securities, not later than the applicable Effective Time;


                        (xvi) enter into one or more customary underwriting
        agreements, engagement letters, agency agreements, "best efforts"
        underwriting agreements or similar agreements, as appropriate, including
        customary provisions relating to indemnification and contribution, and
        take such other actions in connection therewith as any Electing Holders
        aggregating at least 50% in aggregate principal amount of the Transfer
        Restricted Securities at the time outstanding shall request in order to
        expedite or facilitate the disposition of such Transfer Restricted
        Securities;


                        (xvii) whether or not an agreement of the type referred
        to in Section 3(d)(xvi) hereof is entered into and whether or not any
        portion of the offering contemplated by the Shelf Registration is an
        underwritten offering or is made through a placement or sales agent or
        any other entity, if reasonably requested by the managing underwriters,
        if any, or Electing Holders of at least 50% in aggregate principal
        amount of the Transfer Restricted Securities at any time outstanding:
        (A) make such representations and warranties to the Electing Holders and
        the placement or sales agent, if any, therefor and the underwriters, if
        any, thereof in form, substance and scope as are customarily made in
        connection with an offering of debt securities pursuant to any
        appropriate agreement or to a registration statement filed on the form
        applicable to the Shelf Registration; (B) obtain an opinion of counsel
        to the Company in customary form and covering such matters, of the type
        customarily covered by such an opinion addressed to such Electing Holder
        or Electing Holders and the placement or sales agent, if any, therefor
        and the underwriters, if any, thereof and dated the effective date of
        such Shelf Registration Statement (and if such Shelf Registration
        Statement contemplates an underwritten offering of a part or all of the
        Transfer Restricted Securities, dated the date of the closing under the
        underwriting agreement relating thereto) (it being agreed that the
        matters to be covered by such opinion shall include to the extent
        relevant, the matters covered in the



                                       14
<PAGE>   15

        opinions of counsel delivered pursuant to the Purchase Agreement; (C) to
        the extent permitted by Statement of Accounting Standards No. 72 or by a
        similar or successor pronouncement of the accounting profession, obtain
        a "cold comfort" letter or letters from the independent certified public
        accountants of the Company addressed to the selling Electing Holders,
        the placement or sales agent, if any, therefor or the underwriters, if
        any, thereof, dated (1) the effective date of such Shelf Registration
        Statement and (2) the effective date of any prospectus supplement to the
        prospectus included in such Shelf Registration Statement or
        post-effective amendment to such Shelf Registration Statement which
        includes unaudited or audited financial statements as of a date or for a
        period subsequent to that of the latest such statements included in such
        prospectus (and, if such Shelf Registration Statement contemplates an
        underwritten offering pursuant to any prospectus supplement to the
        prospectus included in such Shelf Registration Statement or
        post-effective amendment to such Shelf Registration Statement which
        includes unaudited or audited financial statements as of a date or for a
        period subsequent to that of the latest such statements included in such
        prospectus, dated the date of the closing under the underwriting
        agreement relating thereto), such letter or letters to be in customary
        form and covering such matters of the type customarily covered by
        letters of such type; (D) deliver such documents and certificates,
        including officers' certificates, as may be reasonably requested, to
        evidence the accuracy of the representations and warranties made
        pursuant to clause (A) above or those contained in Section 5(a) hereof
        and the compliance with or satisfaction of any agreements or conditions
        contained in the underwriting agreement or other agreement entered into
        by the Company; and (E) undertake such obligations relating to expense
        reimbursement, indemnification and contribution as are provided in
        Section 6 hereof;


                        (xviii) notify in writing each holder of Transfer
        Restricted Securities of any proposal by the Company to amend or waive
        any provision of this Exchange and Registration Rights Agreement
        pursuant to Section 9(h) hereof and of any amendment or waiver effected
        pursuant thereto, each of which notices shall contain the text of the
        amendment or waiver proposed or effected, as the case may be;


                        (xix) in the event that any broker-dealer registered
        under the Exchange Act shall underwrite any Transfer Restricted
        Securities or participate as a member of an underwriting syndicate or
        selling group or "assist in the distribution" (within the meaning of the
        Conduct Rules (the "Conduct Rules") of the National Association of
        Securities Dealers, Inc. ("NASD") or any successor thereto, as amended
        from time to time) thereof, whether as a holder of the Transfer
        Restricted Securities or as an underwriter, a placement or sales agent
        or a broker or dealer in respect thereof, or otherwise, assist such
        broker-dealer in complying with the requirements of such Conduct Rules,
        including by (A) if such Conduct Rules shall so require, engaging a
        "qualified independent underwriter" (as defined in such Conduct Rules)
        to participate in the preparation of the Shelf Registration Statement
        relating to such Transfer Restricted Securities, to exercise usual
        standards of due diligence in respect thereto and, if any portion of the
        offering contemplated by such Shelf Registration Statement is an
        underwritten offering or is made through a placement or sales agent, to
        recommend the yield of such Transfer Restricted Securities, (B)
        indemnifying any such qualified independent underwriter to the extent of
        the



                                       15
<PAGE>   16

        indemnification of underwriters provided in Section 6 hereof and (C)
        providing such information to such broker-dealer as may be required in
        order for such broker-dealer to comply with the requirements of the
        Conduct Rules; and


                        (xx) comply with all applicable rules and regulations of
        the Commission, and make generally available to its securityholders not
        later than eighteen months after the effective date of such Shelf
        Registration Statement, an earning statement of the Company and its
        subsidiaries (which is not required to be audited) complying with
        Section 11(a) of the Securities Act (including, at the option of the
        Company, Rule 158 thereunder).


                (e) In the event that the Company would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall without delay prepare and furnish to each of the Electing
Holders, to each placement or sales agent, if any, and to each such underwriter,
if any, a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of Transfer Restricted Securities,
such prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. Each Electing Holder agrees that upon
receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof,
such Electing Holder shall forthwith discontinue the disposition of Transfer
Restricted Securities pursuant to the Shelf Registration Statement applicable to
such Transfer Restricted Securities until such Electing Holder shall have
received copies of such amended or supplemented prospectus, and if so directed
by the Company, such Electing Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies, then in such
Electing Holder's possession of the prospectus covering such Transfer Restricted
Securities at the time of receipt of such notice.


                (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Transfer Restricted
Securities as may be required in order to comply with the Securities Act. Each
such Electing Holder agrees to notify the Company as promptly as practicable of
any inaccuracy or change in information previously furnished by such Electing
Holder to the Company or of the occurrence of any event in either case as a
result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing
Holder or such Electing Holder's intended method of disposition of such Transfer
Restricted Securities or omits to state any material fact regarding such
Electing Holder or such Electing Holder's intended method of disposition of such
Transfer Restricted Securities required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, and promptly to furnish to the Company any additional information
required to correct and update any previously furnished information or required
so that such prospectus shall not contain, with respect to such Electing Holder
or the disposition of such



                                       16
<PAGE>   17

Transfer Restricted Securities, an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.


                (g) Until the expiration of two years after the Closing Date,
the Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144) to, resell any of the Securities that have been reacquired by any of
them except pursuant to an effective registration statement under the Securities
Act.


                (h) As a condition to its participation in the Exchange Offer
pursuant to the terms of this Agreement, each holder of Transfer Restricted
Securities shall furnish, upon the request of the Company, prior to the
completion thereof, a written representation to the Company (which may be
contained in the letter of transmittal contemplated by the Exchange Offer
Registration Statement) to the effect that (A) it is not an affiliate of the
Company, (B) it is not engaged in, does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution
of the Exchange Securities to be issued in the Exchange Offer and (C) it is
acquiring the Exchange Securities in its ordinary course of business. In
addition, all such holders of Transfer Restricted Securities shall otherwise
reasonably cooperate in the Company's preparation for the Exchange Offer. Each
holder of Transfer Restricted Securities shall be required to acknowledge and
agree that any broker-dealer who acquired Securities directly from the Company
or any affiliate of the Company and any such holder intending to use the
Exchange Offer to participate in a distribution of the securities to be acquired
in the Exchange Offer (1) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission enunciated in
Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission's letter
to Shearman & Sterling dated July 2, 1993, and similar no-action letters
(including any no-action letter obtained pursuant to clause (1) above), and (2)
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such a
secondary resale transaction should be covered by an effective Registration
Statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such holder in exchange for Securities acquired by such
holder directly from the Company.



                                       17
<PAGE>   18

        4. Registration Expenses.


                The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including fees and disbursements of counsel for the placement or sales agent or
underwriters, but only in connection with such NASD registration, filing and
review, (b) all fees and expenses in connection with the qualification of the
Securities for offering and sale under the State securities and blue sky laws
referred to in Section 3(d)(xii) hereof and determination of their eligibility
for investment under the laws of such jurisdictions as any managing underwriters
or the Electing Holders may designate, including any fees and disbursements of
counsel for the Electing Holders or underwriters, but only in connection with
such state securities and blue sky law qualification and determination, (c) all
expenses relating to the preparation, printing, production, distribution and
reproduction of each registration statement required to be filed hereunder, each
prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) reasonable fees, disbursements and
expenses of counsel and independent certified public accountants of the Company
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Transfer Restricted Securities held by Electing Holders (which
counsel shall be reasonably satisfactory to the Company), (j) any fees charged
by securities rating services for rating the Securities, and (k) fees, expenses
and disbursements of any other persons, including special experts, retained by
the Company in connection with such registration (collectively, the
"Registration Expenses"). To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Transfer Restricted Securities or any
placement or sales agent therefor or underwriter thereof, the Company shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a written request therefor,
together with evidence of such Registration Expenses. Notwithstanding the
foregoing, the holders of the Transfer Restricted Securities being registered
shall pay all agency fees and commissions and underwriting discounts and
commissions attributable to the sale of such Transfer Restricted Securities and
the fees and disbursements of any counsel or other advisors or experts retained
by such holders (severally or jointly), other than the counsel and experts
specifically referred to above.



                                       18
<PAGE>   19

        5. Representations and Warranties.

        The Company represents and warrants to, and agrees with, each Purchaser
and each of the holders from time to time of Transfer Restricted Securities
that:

                (a) Each registration statement covering Transfer Restricted
Securities and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof
and any further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Transfer Restricted
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and at all times subsequent to
the Effective Time when a prospectus would be required to be delivered under the
Securities Act, other than from (i) such time as a notice has been given to
holders of Transfer Restricted Securities pursuant to Section 3(d)(viii)(F) or
Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an
amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv)
hereof, each such registration statement, and each prospectus (including any
summary prospectus) contained therein or furnished pursuant to Section 3(d) or
Section 3(c) hereof, as then amended or supplemented, will conform in all
material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by a holder of Transfer Restricted
Securities expressly for use therein.


                (b) Any documents incorporated by reference in any prospectus
referred to in Section 5(a) hereof, when they become or became effective or are
or were filed with the Commission, as the case may be, will conform or conformed
in all material respects to the requirements of the Securities Act or the
Exchange Act, as applicable, and none of such documents will contain or
contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by a
holder of Transfer Restricted Securities expressly for use therein.


                (c) The compliance by the Company with all of the provisions of
this Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other



                                       19
<PAGE>   20

agreement or instrument to which the Company or any subsidiary of the Company is
a party or by which the Company or any subsidiary of the Company is bound or to
which any of the property or assets of the Company or any subsidiary of the
Company is subject, except for such conflicts, breaches, violations or defaults
as would not, individually or in the aggregate, have a Material Adverse Effect
(as defined in the Purchase Agreement) and would not adversely effect the
ability of the Company to consummate the transactions contemplated by this
Agreement nor will such action result in any violation of the provisions of the
certificate of incorporation, as amended, or the by-laws of the Company or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any subsidiary of the Company or
any of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the consummation by the Company of the transactions
contemplated by this Exchange and Registration Rights Agreement, except (i) the
registration under the Securities Act of the Securities, (ii) qualification of
the Indenture under the Trust Indenture Act, (iii) such consents, approvals,
authorizations, registrations or qualifications as may be required under State
securities or blue sky laws in connection with the offering and distribution of
the Securities, and (iv) approvals, filings registrations and qualifications as
may be required by any Gaming Authority.


                (d) This Exchange and Registration Rights Agreement has been
duly authorized, executed and delivered by the Company.


        6. Indemnification.


                (a) Indemnification by the Company. The Company will indemnify
and hold harmless each of the holders of Transfer Restricted Securities included
in an Exchange Registration Statement, each of the Electing Holders of Transfer
Restricted Securities included in a Shelf Registration Statement and each person
who participates as a placement or sales agent or as an underwriter in any
offering or sale of such Transfer Restricted Securities and the directors,
officers, employees and agents of each such person and each person, if any, that
controls such person who controls any such person within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which such holder, agent or
underwriter may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Exchange Registration Statement or Shelf
Registration Statement, as the case may be, under which such Transfer Restricted
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the Company to any such
holder, Electing Holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse such holder, such
Electing Holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable to any such person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, or



                                       20
<PAGE>   21

preliminary, final or summary prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.


                (b) Indemnification by the Holders and any Agents and
Underwriters. The holders of all Transfer Restricted Securities covered by any
registration statement filed pursuant to Section 2(b) hereof and each
underwriter or sales agent or placement agent, severally and not jointly, agree
to (i) indemnify and hold harmless the Company and all other holders of Transfer
Restricted Securities, against any losses, claims, damages or liabilities to
which the Company or such other holders of Transfer Restricted Securities may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in such registration statement, or any preliminary, final or
summary prospectus contained therein or furnished by the Company to any such
Electing Holder, agent or underwriter, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder, sales agent,
placement agent or underwriter expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder's Transfer Restricted
Securities pursuant to such registration.


                (c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party under subsection (a) or (b) above of written notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such
indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party (i) shall not relieve it from any
liability which it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof
unless and to the extent such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in Sections 6(a) and
6(b) above. In case any such action shall be brought against any indemnified
party and it shall notify an indemnifying party of the commencement thereof,
such indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party); provided, however,
that if (A) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest with
the indemnified party, (B) the defendants in any such action include both the
indemnified party and the



                                       21
<PAGE>   22

indemnifying party and the indemnified party shall have been advised by counsel
that there may be one or more legal defenses available to it and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party or (C) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after receipt by the indemnifying
party of notice of the institution of such action, then, in each such case, the
indemnifying party shall not have the right to direct the defense of such action
on behalf of such indemnified party or parties and such indemnified party or
parties shall have the right to select separate counsel, at its own cost and
expense, to defend such action on behalf of such indemnified party or parties.
After notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, such indemnifying party shall not be
liable to such indemnified party for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party. The indemnifying party shall not be required to indemnify the indemnified
party for any amount paid or payable by the indemnified party in the settlement
of any proceeding effected without the written consent of the indemnifying party
which consent is not to be reasonably withheld.


                (d) Contribution. If for any reason the indemnification
provisions contemplated by Section 6(a) or Section 6(b) hereof are unavailable
to or insufficient to hold harmless an indemnified party in respect of any
losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified
party in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 6(d) were determined by pro rata allocation (even if the holders or any
agents or underwriters or all of them were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 6(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses



                                       22
<PAGE>   23

reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6(d), no holder shall be required to contribute any amount in excess of
the amount by which the dollar amount of the proceeds received by such holder
from the sale of any Transfer Restricted Securities (after deducting any fees,
discounts and commissions applicable thereto) exceeds the amount of any damages
which such holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no underwriter
shall be required to contribute any amount in excess of the amount by which the
total discounts and commissions received by such underwriter with respect to the
Transfer Restricted Securities exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders' and any underwriters'
obligations in this Section 6(d) to contribute shall be several in proportion to
the principal amount of Transfer Restricted Securities registered or
underwritten, as the case may be, by them and not joint.


                (e) Obligations In Addition. The obligations of the Company
under this Section 6 shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and conditions, to each
officer, director and partner of each holder, agent and underwriter and each
person, if any, who controls any holder, agent or underwriter within the meaning
of the Securities Act; and the obligations of the holders and any agents or
underwriters contemplated by this Section 6 shall be in addition to any
liability which the respective holder, agent or underwriter may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Company (including any person who, with his consent, is named in
any registration statement as about to become a director of the Company) and to
each person, if any, who controls the Company within the meaning of the
Securities Act.


        7. Underwritten Offerings.


                (a) Selection of Underwriters. If any of the Transfer Restricted
Securities covered by the Shelf Registration are to be sold pursuant to an
underwritten offering, the managing underwriter or underwriters thereof shall be
designated by Electing Holders holding at least a majority in aggregate
principal amount of the Transfer Restricted Securities to be included in such
offering, provided that such designated managing underwriter or underwriters is
or are reasonably acceptable to the Company.


                (b) Participation by Holders. Each holder of Transfer Restricted
Securities hereby agrees with each other such holder that no such holder may
participate in any underwritten offering hereunder unless such holder (i) agrees
to sell such holder's Transfer Restricted Securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.



                                       23
<PAGE>   24

        8. Rules 144 and 144A.


                The Company covenants to the holders of Transfer Restricted
Securities that to the extent it shall be required to do so under the Exchange
Act, the Company shall timely file the reports required to be filed by it under
the Exchange Act or the Securities Act (including the reports under Section 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144
adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Transfer Restricted Securities may reasonably request,
all to the extent required from time to time to enable such holder to sell
Transfer Restricted Securities without registration under the Securities Act
within the limitations of the exemption provided by Rules 144 and 144A under the
Securities Act, as such Rule may be amended from time to time, or any similar or
successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Transfer Restricted Securities in connection with that
holder's sale pursuant to Rule 144 or Rule 144A, the Company shall deliver to
such holder a written statement as to whether it has complied with such
requirements.


        9. Miscellaneous.


                (a) No Inconsistent Agreements. The Company represents,
warrants, covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Transfer Restricted Securities or any other
securities which would be inconsistent with the terms contained in this Exchange
and Registration Rights Agreement. The Company has not entered nor will enter
into any agreement with respect to any of its securities which will grant to any
person piggy-back rights with respect to any Exchange Registration Statement or
Shelf Registration Statement.


                (b) Specific Performance. The parties hereto acknowledge that
there would be no adequate remedy at law if the Company fails to perform any of
its obligations hereunder and that the Purchasers and the holders from time to
time of the Transfer Restricted Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchasers and such holders, in addition
to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.


                (c) Notices. All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by courier,
or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at Aztar Corporation, 2390 East Camelback Road, Suite 400, Phoenix, Arizona
85016, and if to a holder, to the address of such holder set forth in the
security register or other records of the Company, or to such other address as
the Company or any such holder may have



                                       24
<PAGE>   25

furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.


                (d) Parties in Interest. All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the parties hereto and the holders
from time to time of the Transfer Restricted Securities and the respective
successors and assigns of the parties hereto and such holders. In the event that
any transferee of any holder of Transfer Restricted Securities shall acquire
Transfer Restricted Securities, in any manner, whether by gift, bequest,
purchase, operation of law or otherwise, such transferee shall, without any
further writing or action of any kind, be deemed a beneficiary hereof for all
purposes and such Transfer Restricted Securities shall be held subject to all of
the terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Transfer Restricted Securities such transferee shall be entitled to
receive the benefits of, and be conclusively deemed to have agreed to be bound
by all of the applicable terms and provisions of this Exchange and Registration
Rights Agreement. If the Company shall so request, any such successor, assign or
transferee shall agree in writing to acquire and hold the Transfer Restricted
Securities subject to all of the applicable terms hereof.


                (e) Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Transfer Restricted Securities,
any director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Transfer Restricted
Securities pursuant to the Purchase Agreement and the transfer and registration
of Transfer Restricted Securities by such holder and the consummation of an
Exchange Offer.


                (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


                (g) Headings. The descriptive headings of the several Sections
and paragraphs of this Exchange and Registration Rights Agreement are inserted
for convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.


                (h) Entire Agreement; Amendments. This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a



                                       25
<PAGE>   26

written instrument duly executed by the Company and the holders of at least a
majority in aggregate principal amount of the Transfer Restricted Securities at
the time outstanding. Each holder of any Transfer Restricted Securities at the
time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Transfer Restricted
Securities or is delivered to such holder.


                (i) Inspection. For so long as this Exchange and Registration
Rights Agreement shall be in effect, this Exchange and Registration Rights
Agreement and a complete list of the names and addresses of all the holders of
Transfer Restricted Securities shall be made available for inspection and
copying on any business day by any holder of Transfer Restricted Securities for
proper purposes only (which shall include any purpose related to the rights of
the holders of Transfer Restricted Securities under the Securities, the
Indenture and this Agreement) at the offices of the Company at the address
thereof set forth in Section 9(c) above and at the office of the Trustee under
the Indenture.


                (j) Counterparts. This Exchange and Registration Rights
Agreement may be executed by the parties in counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.


                (k) Severability. If any term, provision, covenant or
restriction of this Exchange and Registration Rights Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to
find and employ alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction. It
is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

                (l) Notes Held by The Company or Its Affiliates. Whenever the
consent or approval of holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the holders of such required percentage.


                            [Signature Page Follows]





                                       26
<PAGE>   27
If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signatories thereof.


                                       Very truly yours,

                                       Aztar Corporation


                                       By: /s/ NEIL CIARFALIA
                                           -------------------------------------
                                           Name:  Neil Ciarfalia
                                           Title: Treasurer


Accepted as of the date hereof:
Banc of America Securities LLC
  as representative of the Purchasers


By: /s/ BRUCE R. THOMPSON
    ------------------------------
    Name:  Bruce R. Thompson
    Title: Managing Director



                                       27


<PAGE>   28

                                                                       EXHIBIT A

                                AZTAR CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT -- IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*



                The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Aztar Corporation (the
"Company") 9% Senior Subordinated Notes due 2011 (the "Securities") are held.


                The Company is in the process of registering the Securities
under the Securities Act of 1933 for resale by the beneficial owners thereof. In
order to have their Securities included in the registration statement,
beneficial owners must complete and return the enclosed Notice of Registration
Statement and Selling Securityholder Questionnaire.


                It is important that beneficial owners of the Securities receive
a copy of the enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Aztar Corporation,
2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016, telephone number:
(602) 381-4100.







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


                * Not less than 28 calendar days from date of mailing.





                                       1
<PAGE>   29

                                Aztar Corporation

                        Notice of Registration Statement

                                       and

                      Selling Securityholder Questionnaire

                                     (Date)



                Reference is hereby made to the Exchange and Registration Rights
Agreement (the "Exchange and Registration Rights Agreement") between Aztar
Corporation (the "Company") and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [__] (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's 9% Senior Subordinated Notes due 2011
(the "Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.


                Each beneficial owner of Transfer Restricted Securities (as
defined below) is entitled to have the Transfer Restricted Securities
beneficially owned by it included in the Shelf Registration Statement. In order
to have Transfer Restricted Securities included in the Shelf Registration
Statement, this Notice of Registration Statement and Selling Securityholder
Questionnaire ("Notice and Questionnaire") must be completed, executed and
delivered to the Company's counsel at the address set forth herein for receipt
ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Transfer Restricted
Securities who do not complete, execute and return this Notice and Questionnaire
by such date (i) will not be named as selling securityholders in the Shelf
Registration Statement and (ii) may not use the Prospectus forming a part
thereof for resales of Transfer Restricted Securities.


                Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.


                The term "Transfer Restricted Securities" is defined in the
Exchange and Registration Rights Agreement.



                                       2
<PAGE>   30

                                    ELECTION



                The undersigned holder (the "Selling Securityholder") of
Transfer Restricted Securities hereby elects to include in the Shelf
Registration Statement the Transfer Restricted Securities beneficially owned by
it and listed below in Item (3). The undersigned, by signing and returning this
Notice and Questionnaire, agrees to be bound with respect to such Transfer
Restricted Securities by the terms and conditions of this Notice and
Questionnaire and the Exchange and Registration Rights Agreement, including,
without limitation, Section 6 of the Exchange and Registration Rights Agreement,
as if the undersigned Selling Securityholder were an original party thereto.


                Upon any sale of Transfer Restricted Securities pursuant to the
Shelf Registration Statement, the Selling Securityholder will be required to
deliver to the Company and Trustee the Notice of Transfer set forth in Appendix
A to the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.


                The Selling Securityholder hereby provides the following
information to the Company and represents and warrants that such information is
accurate and complete:



                                       3
<PAGE>   31

                                  QUESTIONNAIRE


                (1) (a) Full Legal Name of Selling Securityholder:











                (b) Full Legal Name of Registered Holder (if not the same as in
(a) above) of Transfer Restricted Securities Listed in Item (3) below:











                (c) Full Legal Name of DTC Participant (if applicable and if not
the same as (b) above) Through Which Transfer Restricted Securities Listed in
Item (3) below are Held:











                (2) Address for Notices to Selling Securityholder:

















                Telephone:


                Fax:


                Contact Person:



                                       4
<PAGE>   32

                (3) Beneficial Ownership of Securities:


                Except as set forth below in this Item (3), the undersigned does
not beneficially own any Securities.


                (a) Principal amount of Transfer Restricted Securities
beneficially owned: CUSIP No(s). of such Transfer Restricted Securities:





                (b) Principal amount of Securities other than Transfer
Restricted Securities beneficially owned:





                CUSIP No(s). of such other Securities:





                (c) Principal amount of Transfer Restricted Securities which the
undersigned wishes to be included in the Shelf Registration Statement:





                CUSIP No(s). of such Transfer Restricted Securities to be
included in the Shelf Registration Statement:


                (4) Beneficial Ownership of Other Securities of the Company:
Except as set forth below in this Item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any other securities
of the Company, other than the Securities listed above in Item (3).


                State any exceptions here:





                (5) Relationships with the Company:


                Except as set forth below, neither the Selling Securityholder
nor any of its affiliates, officers, directors or principal equity holders (5%
or more) has held any position or



                                       5
<PAGE>   33

office or has had any other material relationship with the Company (or its
predecessors or affiliates) during the past three years.


                State any exceptions here:






                (6) Plan of Distribution:


                Except as set forth below, the undersigned Selling
Securityholder intends to distribute the Transfer Restricted Securities listed
above in Item (3) only as follows (if at all): Such Transfer Restricted
Securities may be sold from time to time directly by the undersigned Selling
Securityholder or, alternatively, through underwriters, broker-dealers or
agents. Such Transfer Restricted Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale, or at negotiated prices. Such
sales may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchange or quotation service on
which the Registered Securities may be listed or quoted at the time of sale,
(ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or services or in the over-the-counter market, or (iv) through
the writing of options. In connection with sales of the Transfer Restricted
Securities or otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of the
Transfer Restricted Securities in the course of hedging the positions they
assume. The Selling


                Securityholder may also sell Transfer Restricted Securities
short and deliver Transfer Restricted Securities to close out such short
positions, or loan or pledge Transfer Restricted Securities to broker-dealers
that in turn may sell such securities. State any exceptions here:


                By signing below, the Selling Securityholder acknowledges that
it understands its obligation to comply, and agrees that it will comply, with
the provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M.


                In the event that the Selling Securityholder transfers all or
any portion of the Transfer Restricted Securities listed in Item (3) above after
the date on which such information is provided to the Company, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer of
its rights and obligations under this Notice and Questionnaire and the Exchange
and Registration Rights Agreement.


                By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to Items (1)
through (6) above and the inclusion of such information in the Shelf
Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation of the Shelf Registration Statement and related
Prospectus.



                                       6
<PAGE>   34

                In accordance with the Selling Securityholder's obligation under
Section 3(d) of the Exchange and Registration Rights Agreement to provide such
information as may be required by law for inclusion in the Shelf Registration
Statement, the Selling Securityholder agrees to promptly notify the Company of
any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement
remains in effect. All notices hereunder and pursuant to the Exchange and
Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:


                (i) To the Company: Aztar Corporation


                2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016
Attn: Chief Financial Officer


                (ii) With a copy to: Latham & Watkins, 633 West Fifth Street,
Suite 4000, Los Angeles, California 90071, Attn: Brian G. Cartwright, Esq.



                                       7
<PAGE>   35

                Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company's counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Transfer Restricted
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above. This Agreement shall be governed in all respects by the laws of the
State of New York.


                IN WITNESS WHEREOF, the undersigned, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


Dated:



Selling Securityholder
(Print/type full legal name of beneficial owner of Transfer Restricted
Securities)

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


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

        Latham & Watkins, 633 West Fifth Street, Suite 4000, Los Angeles,
        California 90071, Attn: Brian G. Cartwright, Esq.



                                       8
<PAGE>   36

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


U.S. BANK TRUST NATIONAL ASSOCIATION
AZTAR CORPORATION
c/o U.S. BANK TRUST NATIONAL ASSOCIATION
180 East Fifth Street
Suite 200
St. Paul, MN 55101

Attention: Trust Officer

Re: Aztar Corporation (the "Company")
9% Senior Subordinated Notes due 2011

Dear Sirs:


                Please be advised that has transferred $[_________] aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [______] (File No. 333-___________) filed by the
Company.


                We hereby certify that the prospectus delivery requirements, if
any, of the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a "Selling Holder" in the
Prospectus dated [DATE] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner's name.


Dated:

Very truly yours,


(Name)

By:
    ------------------------------
(Authorized Signature)



                                       1