<PAGE>   1

                                                                     Exhibit 4.3




                               AZTAR CORPORATION,

                                   as Issuer,

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                                   as Trustee

                                    INDENTURE

                            Dated as of July 27, 2001

                      9% Senior Subordinated Notes due 2011





<PAGE>   2

                              CROSS-REFERENCE TABLE


<TABLE>
<CAPTION>
Trust Indenture Act Section                       Indenture Section
---------------------------                       -----------------
<S>                                               <C>
    (S)      310(a)(1)                              508
                (a)(2)                              508
                (a)(3)                              Not applicable
                (a)(4)                              Not applicable
                   (b)                              508, 509

    (S)         311(a)                              512
                   (b)                              512
                   (c)                              Not applicable

    (S)         312(a)                              205
                   (b)                              108
                   (c)                              108

    (S)         313(a)                              513(a)
                   (b)                              513(b)
                   (c)                              513(b)
                   (d)                              513(c)

    (S)         314(a)                              713
                (a)(2)                              714
                (b)(1)                              Not applicable
                (b)(2)                              Not applicable
                (c)(1)                              103
                (c)(2)                              103
                (c)(3)                              103
                   (d)                              Not applicable
                   (e)                              103

    (S)         315(a)                              501(a), (d)
                   (b)                              502
                   (c)                              501(b)
                   (d)                              501(c)
                (d)(1)                              501(a)
</TABLE>


<PAGE>   3

<TABLE>
<CAPTION>
Trust Indenture Act Section                       Indenture Section
---------------------------                       -----------------
<S>                                              <C>
                (d)(2)                              501(c)(2)
                (d)(3)                              501(c)(3)
                   (e)                              414

    (S)         316(a)                              402, 412, 413
             (a)(1)(A)                              402, 412
             (a)(1)(B)                              413
                (a)(2)                              Not applicable
                   (b)                              408, 602

    (S)      317(a)(1)                              403
                (a)(2)                              404
                   (b)                              703

    (S)         318(a)                              109
</TABLE>


Note: This Cross-Reference Table shall not for any purpose be deemed to be a
part of the Indenture.


<PAGE>   4

                                TABLE OF CONTENT


<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ................................       1

        SECTION 101.     Definitions ...............................................................       1
        SECTION 102.     Incorporation by Reference of TIA .........................................      22
        SECTION 103.     Compliance Certificates and Opinions ......................................      22
        SECTION 104.     Form of Documents Delivered to Trustee ....................................      23
        SECTION 105.     Acts of Holders ...........................................................      23
        SECTION 106.     Notices, Etc. to Trustee and the Company ..................................      24
        SECTION 107.     Notice to Holders; Waiver .................................................      24
        SECTION 108.     Communication by Holders with Other Holders ...............................      25
        SECTION 109.     Conflict with TIA .........................................................      25
        SECTION 110.     Rules by Trustee and Agents ...............................................      25
        SECTION 111.     No Recourse Against Others ................................................      25
        SECTION 112.     Execution in Counterparts .................................................      25
        SECTION 113.     Effect of Headings and Table of Contents ..................................      25
        SECTION 114.     No Adverse Interpretation of Other Agreements .............................      25
        SECTION 115.     Successors and Assigns ....................................................      26
        SECTION 116.     Separability Clause .......................................................      26
        SECTION 117.     Benefits of Indenture .....................................................      26
        SECTION 118.     Governing Law and Choice of Forum .........................................      26
        SECTION 119.     Legal Holidays ............................................................      26
        SECTION 120.     Incorporation of Exhibit ..................................................      26

ARTICLE TWO THE NOTES ..............................................................................      27

        SECTION 201.     Form and Dating ...........................................................      27
        SECTION 202.     Execution and Authentication ..............................................      27
        SECTION 203.     Registrar and Paying Agent ................................................      28
        SECTION 204.     Paying Agent to Hold Money in Trust .......................................      28
        SECTION 205.     Holder Lists ..............................................................      28
        SECTION 206.     Transfer and Exchange .....................................................      28
        SECTION 207.     Replacement Notes .........................................................      41
        SECTION 208.     Outstanding Notes .........................................................      41
        SECTION 209.     Treasury Notes ............................................................      42
        SECTION 210.     Temporary Notes ...........................................................      42
        SECTION 211.     Cancellation ..............................................................      42
        SECTION 212.     Defaulted Interest ........................................................      42
        SECTION 213.     Computation of Interest ...................................................      43
        SECTION 214.     CUSIP Numbers .............................................................      43

ARTICLE THREE SATISFACTION AND DISCHARGE; DEFEASANCE ...............................................      43

        SECTION 301.     Satisfaction and Discharge of Indenture; Defeasance .......................      43
</TABLE>



                                        i
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
        SECTION 302.     Application of Trust Money ................................................      46
        SECTION 303.     Repayment to the Company ..................................................      46
        SECTION 304.     Reinstatement .............................................................      46
        SECTION 305.     Indemnity .................................................................      47

ARTICLE FOUR DEFAULTS AND REMEDIES .................................................................      47

        SECTION 401.     Events of Default .........................................................      47
        SECTION 402.     Acceleration of Maturity; Rescission and Annulment ........................      49
        SECTION 403.     Collection Suits by Trustee ...............................................      50
        SECTION 404.     Trustee May File Proofs of Claim ..........................................      50
        SECTION 405.     Trustee May Enforce Claims Without Possession of Notes ....................      51
        SECTION 406.     Application of Money Collected ............................................      51
        SECTION 407.     Limitation on Suits .......................................................      51
        SECTION 408.     Unconditional Right of Holders to Receive Principal and Interest ..........      52
        SECTION 409.     Restoration of Rights and Remedies ........................................      52
        SECTION 410.     Rights and Remedies .......................................................      52
        SECTION 411.     Delay or Omission Not .....................................................      52
        SECTION 412.     Control by Holders ........................................................      53
        SECTION 413.     Waiver of Past Defaults ...................................................      53
        SECTION 414.     Undertaking for Costs .....................................................      53
        SECTION 415.     Limitation on Trustee's Security ..........................................      54

ARTICLE FIVE THE TRUSTEE ...........................................................................      54

        SECTION 501.     Certain Duties and Responsibilities .......................................      54
        SECTION 502.     Notice of Defaults ........................................................      55
        SECTION 503.     Certain Rights of Trustee .................................................      55
        SECTION 504.     Not Responsible for Recitals or Issuance of Notes .........................      57
        SECTION 505.     May Hold Notes ............................................................      57
        SECTION 506.     Money Held in Trust .......................................................      57
        SECTION 507.     Compensation and Reimbursement ............................................      57
        SECTION 508.     Eligibility; Disqualification .............................................      58
        SECTION 509.     Resignation and Removal; Appointment of Successor .........................      58
        SECTION 510.     Acceptance of Appointment by Successor ....................................      59
        SECTION 511.     Merger, Conversion, Consolidation or Succession to Business ...............      59
        SECTION 512.     Preferential Collection of Claims Against the Company .....................      60
        SECTION 513.     Reports by Trustee ........................................................      60

ARTICLE SIX AMENDMENTS, SUPPLEMENTS AND WAIVERS ....................................................      61

        SECTION 601.     Without Consent of Holders ................................................      61
        SECTION 602.     With Consent ..............................................................      61
        SECTION 603.     Compliance with Trust Indenture Act .......................................      62
        SECTION 604.     Revocation and Effect of Consents .........................................      62
        SECTION 605.     Notation on or Exchange of Notes; Effect of Supplemental Indenture ........      63
        SECTION 606.     Trustee Protected .........................................................      63
</TABLE>



                                       ii
<PAGE>   6

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
ARTICLE SEVEN COVENANTS ............................................................................      63

        SECTION 701.     Payment of Notes ..........................................................      63
        SECTION 702.     Maintenance of Office or Agency ...........................................      64
        SECTION 703.     Money for Note Payments to be Held in Trust ...............................      64
        SECTION 704.     Limitation on Restricted Payments .........................................      65
        SECTION 705.     Limitation on Indebtedness ................................................      68
        SECTION 706.     Limitation on Liens .......................................................      69
        SECTION 707.     Limitation on Payment Restrictions Affecting Restricted Subsidiaries ......      69
        SECTION 708.     Limitation on Capital Stock of Restricted Subsidiaries ....................      70
        SECTION 709.     Transactions with Affiliates ..............................................      70
        SECTION 710.     Restriction on Incurrence of Certain Indebtedness .........................      71
        SECTION 711.     Change of Control .........................................................      71
        SECTION 712.     SEC Reports ...............................................................      72
        SECTION 713.     Compliance Certificates ...................................................      72
        SECTION 714.     Continued Existence and Rights ............................................      73
        SECTION 715.     Maintenance of Properties and Other Matters ...............................      73
        SECTION 716.     Taxes and Claims ..........................................................      74
        SECTION 717.     Waiver of Stay, Extension and Usury Laws ..................................      74
        SECTION 718.     Investment Company Act ....................................................      74

ARTICLE EIGHT MERGER, CONSOLIDATION AND SALE OF ASSETS .............................................      75

        SECTION 801.     When the Company May Merge, Etc ...........................................      75
        SECTION 802.     Successor Corporation Substituted .........................................      75

ARTICLE NINE REDEMPTION ............................................................................      76

        SECTION 901.     Notices to Trustee ........................................................      76
        SECTION 902.     Selection of Notes to Be Redeemed .........................................      76
        SECTION 903.     Notice of Redemption ......................................................      76
        SECTION 904.     Effect of Notice of Redemption ............................................      77
        SECTION 905.     Deposit of Redemption Price ...............................................      77
        SECTION 906.     Notes Redeemed in Part ....................................................      77
        SECTION 907.     Redemption Pursuant to Gaming Jurisdiction Law ............................      77

ARTICLE TEN SUBORDINATION ..........................................................................      78

        SECTION 1001.    Agreement to Subordinate ..................................................      78
        SECTION 1002.    Liquidation; Dissolution; Bankruptcy ......................................      79
        SECTION 1003.    Default on Senior Indebtedness ............................................      80
        SECTION 1004.    When Distribution Must Be Paid Over .......................................      80
        SECTION 1005.    Notice by the Company .....................................................      81
        SECTION 1006.    Subrogation ...............................................................      81
        SECTION 1007.    Relative Rights ...........................................................      81
        SECTION 1008.    Subordination May Not Be Impaired by the Company ..........................      81
        SECTION 1009.    Distribution or Notice to Representatives .................................      81
        SECTION 1010.    Rights of Trustee and Paying Agent ........................................      81
</TABLE>



                                       iii
<PAGE>   7

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
        SECTION 1011.    Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice ...      82
        SECTION 1012.    Application by Trustee of Monies Deposited With It ........................      82
        SECTION 1013.    Trustee's Compensation Not Prejudiced .....................................      82
        SECTION 1014.    Officers' Certificate .....................................................      82
        SECTION 1015.    Certain Payments ..........................................................      82
        SECTION 1016.    Names of Representatives ..................................................      83
        SECTION 1017.    No Fiduciary Duty Created to Holders of Senior Indebtedness ...............      83
</TABLE>



                                       iv
<PAGE>   8

        INDENTURE, dated as of July 27, 2001, among AZTAR CORPORATION, a
Delaware corporation (the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION,
a national banking association, as trustee (the "Trustee").

                                    RECITALS

        The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its 9% Senior Subordinated Notes due
2011 (such Notes, whether issued as Initial Notes, Additional Notes or Exchange
Notes in respect of either of the foregoing, are collectively referred to herein
as the "Notes").

        All covenants and agreements made by the Company herein are for the
benefit of the Holders of the Notes. All things necessary to make this Indenture
a valid agreement of the Company in accordance with its terms have been done.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

        SECTION 101. Definitions.

                (a) For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                        (1) the terms defined in this Article have the meanings
        assigned to them in this Article, and include the plural as well as the
        singular;

                        (2) all accounting terms not otherwise defined herein
        have the meanings assigned to them from time to time in accordance with
        generally accepted accounting principles;

                        (3) the words "herein", "hereof" and "hereunder" and
        other words of similar import refer to this Indenture as a whole and not
        to any particular Article, Section or other subdivision and all
        references to Sections refer to Sections hereof; and

                        (4) "or" is not exclusive.

                (b) As used herein, the following terms shall have the following
meanings:



                                       1
<PAGE>   9

                "Accountants' Certificate" means a written opinion or
verification from a nationally recognized firm of independent certified public
accountants.

                "Act of the Holders" shall have the meaning provided in Section
105.

                "Adamar of Nevada" means Adamar of Nevada, a Nevada corporation.

                "Additional Notes" means the aggregate principal amount of Notes
(other than the Initial Notes) issued under this Indenture in accordance with
Sections 202 and 705 hereof, as part of the same series as the Initial Notes.

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

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

                "Applicable Premium" means, with respect to any Note on any
Redemption Date, an amount equal to the greater of:

                        (1) 1.0% of the principal amount of the Note; or

                        (2) the excess of:

                                (A) the sum of the present values at such
                Redemption Date of (i) 104.5% of the principal amount of the
                Note (which is the redemption price of the Notes on August 15,
                2006) and (ii) all required interest payments due on the Note
                through August 15, 2006 (excluding accrued but unpaid interest),
                computed in each case using a discount rate equal to the
                Treasury Rate as of such Redemption Date plus 50 basis points;
                over

                                (B) the principal amount of the Note.

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

                "Asset Sale" means the sale or other disposition (including,
without limitation, dispositions pursuant to Sale and Leaseback Transactions) by
the Company or one of its Subsidiaries to any Person other than the Company or
one of its Subsidiaries of (i) any of the Capital Stock of any of the
Subsidiaries of the Company or (ii) any other assets of the Company



                                       2
<PAGE>   10

or any assets of its Subsidiaries outside the ordinary course of business of the
Company or such Subsidiary.

                "Authentication Orders" shall have the meaning provided in
Section 202.

                "Authorized Officer" means, with respect to any Person, the
chief executive officer, president, chief financial officer or treasurer of such
Person.

                "Average Life" means, as of the date of determination, with
respect to any debt security, the quotient obtained by dividing (i) the sum of
the products of (x) the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such debt security
multiplied by (y) the amount of such principal payment by (ii) the sum of all
such principal payments.

                "Bankruptcy Law" shall have the meaning provided in Section
401(5).

                "Board of Directors" means, with respect to any Person, the
board of directors of such Person or any authorized committee of such board.

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

                "Business Day" means a day, other than a Saturday or a Sunday,
on which banks in New York City and the City of Los Angeles are open for
business and not required or authorized to close and, with respect to any place
of payment other than New York City, a day, other than a Saturday or a Sunday,
on which banks in New York City and in the place of such payment are open for
business and not required or authorized to close.

                "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
capital stock of such Person and any rights (other than debt securities
convertible into capital stock), warrants or options to acquire such capital
stock.

                "Capitalized Lease Obligation" means, with respect to any
Person, the obligation of such Person to pay rent or other amounts under a lease
of (or other agreement conveying the right to use) real or personal Property,
which obligation is required to be classified and accounted for as a capital
lease obligation on a balance sheet of such Person under generally accepted
accounting principles. For purposes of this Indenture, the amount of such
obligation at any date shall be the outstanding amount thereof at such date,
determined in accordance with generally accepted accounting principles.

                "Change of Control" means any one or more of the following:

                        (A) the Company shall consolidate with or merge into any
        other corporation or any other corporation shall consolidate with or
        merge into the Company (in either case, other than a consolidation or
        merger with a Wholly Owned Subsidiary in which all of the Voting Stock
        of the Company outstanding immediately prior to the effectiveness
        thereof is changed into or exchanged for substantially the same
        consideration), in either case pursuant to a transaction in which
        substantially all of the



                                       3
<PAGE>   11

        Voting Stock of the Company outstanding immediately prior to the
        effectiveness thereof is changed into or exchanged for cash, securities
        (other than Voting Stock of the Company) or other property; provided,
        however, that the term "Change of Control" shall not include any such
        consolidation or merger if, with respect to such consolidation or
        merger, (x) substantially all of the Voting Stock of the Company
        outstanding immediately prior to the effectiveness thereof is changed
        into or exchanged for Voting Stock of the surviving corporation or the
        ultimate parent of the surviving corporation (the "Merger Common
        Stock"), (y) the Merger Common Stock, immediately following the
        effectiveness thereof, is listed for trading on the New York Stock
        Exchange or the American Stock Exchange or is quoted on the National
        Association of Securities Dealers Automated Quotation System and is
        designated as a "national market system security" and (z) immediately
        after the effectiveness thereof, the Persons who were holders of Voting
        Stock of the Company immediately prior to the effectiveness thereof
        (excluding Persons who immediately prior to the effectiveness thereof
        were Affiliates of the corporation consolidated or merged with the
        Company in such consolidation or merger (other than Persons who were
        such Affiliates solely as a result of the ownership by the Company of
        Capital Stock in such consolidated or merged corporation)) hold in the
        aggregate more than 50% of the then outstanding Voting Stock of the
        surviving corporation (or the ultimate parent of the surviving
        corporation);

                        (B) the Company shall convey, transfer or lease all or
        substantially all its assets to any Person or Persons (other than to a
        Wholly Owned Subsidiary); provided, however, that the term "Change of
        Control" shall not include any such conveyance, transfer or lease of
        assets (1) pursuant to a Sale and Leaseback Transaction or (2) if
        immediately after the effectiveness thereof, the Persons who were
        holders of Voting Stock of the Company immediately prior to the
        effectiveness thereof (excluding Persons who immediately prior to the
        effectiveness thereof were Affiliates of the transferee of such assets
        (other than Persons who were such Affiliates solely as a result of the
        ownership by the Company of Capital Stock in such transferee)) hold in
        the aggregate more than 50% of the then outstanding common stock of such
        transferee; or

                        (C) any Person (other than the Company) or group shall
        acquire, directly or indirectly, beneficial ownership, in the aggregate,
        of 50% or more of the outstanding shares of Voting Stock of the Company
        or securities representing 50% or more of the combined Voting Power of
        the Company's Voting Stock (the "Controlling Securities"), in either
        case, outstanding on the date immediately prior to the date of the last
        such acquisition by such Person or group; provided, however, that the
        term "Change of Control" shall not include any such acquisition that
        results in the Company ESOP and members of management of the Company who
        have been employed in a management capacity with the Company for at
        least eighteen months owning 50% or more of the Voting Stock of the
        Company or 50% or more of the Controlling Securities.

                "Change of Control Offer" shall have the meaning provided in
Section 711(a).

                "Change of Control Payment Date" shall have the meaning provided
in Section 711(b)(2).



                                       4
<PAGE>   12

                "Clearstream" means Clearstream Banking, societe anonyme,
Luxembourg.

                "Company" means Aztar Corporation unless and until a successor
replaces it in accordance with the terms of this Indenture and thereafter means
such successor.

                "Company ESOP" means the employee stock ownership plan adopted
by the Company.

                "Company Request" or "Company Order" means a written request or
order, respectively, signed in the name of the Company by an Authorized Officer
and delivered to the Trustee.

                "Consolidated Amortization Expense" means, for any period,
amortization expense of the Company and its Restricted Subsidiaries, on a
consolidated basis, for such period (including, without limitation, any
amortization or write-offs of deferred financing costs by the Company and its
Restricted Subsidiaries during such period).

                "Consolidated Depreciation Expense" means, for any period,
depreciation expense of the Company and its Restricted Subsidiaries, on a
consolidated basis, for such period.

                "Consolidated Fixed Charge Coverage Ratio" means, as of any
Transaction Date, the ratio of (i) Consolidated Operating Cash Flow for the four
consecutive fiscal quarters for which financial information in respect thereof
is available immediately prior to such Transaction Date to (ii) Consolidated
Fixed Charges which will accrue during the then current fiscal quarter in which
such Transaction Date occurs (beginning on the first day of such quarter) and
the three fiscal quarters immediately subsequent to the end of such current
fiscal quarter, provided that, for the purpose of calculating Consolidated Fixed
Charges for the period described in this clause (ii), (A) the interest rate on
any Indebtedness bearing interest at a rate that is adjustable based on market
rate levels shall be calculated based on the assumption that the applicable
market rate level in effect on the Transaction Date shall remain constant
throughout such period at the market rate level in effect on the Transaction
Date, (B) adjustments that are reasonably anticipated to occur during such
period to Consolidated Fixed Charges shall be included in such calculation
(including such adjustments that result from the scheduled maturity of
Indebtedness of the Company and its Restricted Subsidiaries) and (C)
Indebtedness shall be included in such calculation that is reasonably
anticipated to be created, incurred, assumed or guaranteed by, or to otherwise
become the obligation of, the Company or any Restricted Subsidiary; provided,
however, that, for purposes of calculating the Consolidated Fixed Charge
Coverage Ratio, Consolidated Operating Cash Flow and Consolidated Fixed Charges
shall (x) include the consolidated operating cash flow and consolidated fixed
charges of any Person to be acquired by the Company or any of its Restricted
Subsidiaries as a Restricted Subsidiary in connection with the transaction
giving rise to the need to calculate the Consolidated Fixed Charge Coverage
Ratio, (y) include the consolidated operating cash flow and consolidated fixed
charges of any other Person acquired during the period described in clause (i)
above by the Company or by any of its Restricted Subsidiaries as a Restricted
Subsidiary and (z) exclude the consolidated operating cash flow of any Person
directly attributable to the Property of such Person that was the subject of an
Asset Sale, on a pro forma basis for the four consecutive fiscal quarters for
which financial information in respect thereof is available immediately prior to
such Transaction


                                       5
<PAGE>   13


Date, in the case of calculating Consolidated Operating Cash Flow, and for the
then current fiscal quarter in which such Transaction Date occurs and the three
fiscal quarters immediately subsequent to the end of such fiscal quarter (on the
same basis as described in clause (ii) above), in the case of calculating
Consolidated Fixed Charges. For purposes of the foregoing proviso, the
consolidated operating cash flow and consolidated fixed charges of any such
Person shall be determined on the same basis as such items are determined for
the Company. For purposes of each pro forma determination of the Consolidated
Fixed Charge Coverage Ratio in connection with Section 705(a), the proposed new
Indebtedness shall be deemed to be incurred on the first day of the fiscal
quarter in which the relevant Transaction Date occurs.

                "Consolidated Fixed Charges" means, for any period, the sum of
Consolidated Interest Expense plus the Tropicana Payments.

                "Consolidated Income Tax Expense" means, for any period, the
income tax expense of the Company and its Restricted Subsidiaries, on a
consolidated basis, for such period (other than income tax expense attributable
to Asset Sales).

                "Consolidated Interest Expense" means, for any period, without
duplication, (A) the sum of (i) the aggregate amount of interest recognized by
the Company and its Restricted Subsidiaries during such period in respect of
Indebtedness of the Company and its Restricted Subsidiaries (including, without
limitation, all interest capitalized by the Company and its Restricted
Subsidiaries during such period and all commissions, discounts and other fees
and charges owed by the Company and its Restricted Subsidiaries with respect to
letters of credit and bankers' acceptance financing and the net costs associated
with Interest Swap Obligations of the Company and its Restricted Subsidiaries),
(ii) the aggregate amount of the interest component of rentals in respect of
Capitalized Lease Obligations recognized by the Company and its Restricted
Subsidiaries during such period, (iii) to the extent any Indebtedness of any
Person is guaranteed by the Company or any of its Restricted Subsidiaries, the
aggregate amount of interest paid or accrued by such Person during such period
attributable to any such Indebtedness, (iv) one-third of the rent expense
incurred under noncancelable operating leases (excluding the Tropicana Lease)
during such period and (v) the aggregate amount of Redeemable Dividends
recognized by the Company and its Restricted Subsidiaries, whether or not
declared during such period, less (B) any amortization or write-off of deferred
financing costs by the Company and its Restricted Subsidiaries during such
period; in each case after elimination of intercompany accounts among the
Company and its Restricted Subsidiaries and as determined in accordance with
generally accepted accounting principles.

                "Consolidated Interest Income" means, for any period, interest
income from all sources of the Company and its Restricted Subsidiaries, on a
consolidated basis, for such period.

                "Consolidated Net Income" means, for any period, the aggregate
net income of the Company and its Subsidiaries for such period on a consolidated
basis, determined in accordance with generally accepted accounting principles,
provided that there shall be excluded therefrom (i) gains and losses from Asset
Sales or reserves relating thereto, (ii) items classified as extraordinary or
nonrecurring, (iii) the income (or loss) of any Unrestricted Subsidiary or Joint
Venture, except to the extent that the aggregate amount of cash dividends or
other distributions actually paid during such period to the Company or any
Restricted Subsidiary by such



                                       6
<PAGE>   14


Unrestricted Subsidiary or Joint Venture in respect of its Capital Stock out of
funds legally available therefor exceeds the aggregate amount of new Investments
in such Unrestricted Subsidiary or Joint Venture by the Company or any
Restricted Subsidiary during such period, (iv) except to the extent includable
pursuant to clause (iii), the income (or loss) of any Person accrued or
attributable to any period prior to the date it becomes a Restricted Subsidiary
or is merged into or consolidated with the Company or any of its Restricted
Subsidiaries or that Person's assets (or a portion thereof) are acquired by the
Company or any of its Restricted Subsidiaries and (v) the income of any
Restricted Subsidiary to the extent that such Restricted Subsidiary is prevented
by any Legal Requirement from paying such income to the Company or another
Restricted Subsidiary. Notwithstanding the foregoing, Consolidated Net Income as
used in Section 704 shall include gains (or losses) on the sale by the Company
or a Restricted Subsidiary of an Unrestricted Subsidiary.

                "Consolidated Net Rent" means, for any period, without
duplication, an amount equal to the total of: (A) the rent expense, net of
intercompany rent, incurred by HRN pursuant to the Tropicana Lease plus (B)
two-thirds of the rent expense incurred under other noncancelable operating
leases.

                "Consolidated Net Worth" means, as of any date, with respect to
any Person, the sum of the Capital Stock and additional paid-in capital plus
retained earnings (or minus accumulated deficit) of such Person and its
Subsidiaries on a consolidated basis at such date, each item determined in
accordance with generally accepted accounting principles, less amounts
attributable to Redeemable Stock of such Person and its Subsidiaries.

                "Consolidated Operating Cash Flow" means, for any period,
without duplication, Consolidated Net Income plus (i) Consolidated Interest
Expense plus (ii) Consolidated Income Tax Expense plus (iii) Consolidated
Depreciation Expense plus (iv) Consolidated Amortization Expense plus (v)
Consolidated Net Rent plus (vi) equity in unconsolidated partnerships' losses
minus (vii) Consolidated Interest Income plus (viii) other non-cash items
reducing such Consolidated Net Income, minus (ix) other non-cash items
increasing such Consolidated Net Income, for such period, all as determined in
accordance with generally accepted accounting principles.

                "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office as of the date hereof is located at Corporate Trust Division, 180
E. Fifth Street, St. Paul, Minnesota 55101.

                "corporation" means any corporation and any voluntary
association, joint stock company, business trust or similar organization.

                "Credit Facility" means any agreement between the Company and/or
any of its Restricted Subsidiaries and one or more banks or other financial
institutions providing for the making of term loans or loans on a revolving
basis (including, in either case, construction loans and lines of credit), the
issuance of letters of credit and the creation of bankers' acceptances, as any
such agreement may be amended (including any amendment and restatement thereof),
supplemented or otherwise modified, including any agreement extending the
maturity,


                                       7
<PAGE>   15


refinancing or restructuring of all or any portion of the Indebtedness and other
obligations under such agreement or any successor agreement.

                "Currency Agreement" means, with respect to any Person, any
foreign exchange contract, currency swap agreement, option or futures contract
or other similar agreement or arrangement designed to protect such Person or any
of its Subsidiaries against fluctuations in currency values.

                "Custodian" shall have the meaning provided in Section
401(5)(iii).

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

                "Defaulted Interest" shall have the meaning provided in Section
212.

                "Definitive Note" means a Certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 206 hereof,
substantially in the form of Exhibit A hereto, except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

                "Depositary" means, with respect to the Notes issuable or issued
in whole or in part in global form, the Person specified in Section 203 hereof
as the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.

                "Designated Senior Indebtedness" means each issue of Senior
Indebtedness that: (1) has an outstanding principal amount of not less than
$25,000,000; and (2) has been designated as Designated Senior Indebtedness
pursuant to an Officers' Certificate of the Company received by the Trustee.

                "Discharged" means that the Company shall be deemed to have paid
and discharged the entire Indebtedness represented by, and obligations under,
the Notes and to have satisfied all the obligations under this Indenture
relating to the Notes (and the Trustee, at the request and the expense of the
Company, shall execute proper instruments acknowledging the same) except (a) the
rights of the Holders to receive, from the trust fund described in Section
301(c), payment of the principal of and the interest on such Notes when such
payments are due, (b) the Company's obligations with respect to the Notes under
Sections 206, 207, 208, 302, 509, 510 and 703 so long as any of the Notes are
Outstanding and (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder; provided, however, that notwithstanding the foregoing, the
obligations of the Company under Sections 303, 304, 305 and 507, together with
the definitions in Article One necessary for the interpretation of such
Sections, shall survive.

                "Distribution Compliance Period" means the 40-day distribution
compliance period as defined in Regulation S.

                "DTC" shall have the meaning provided in Section 203.


                                       8
<PAGE>   16


                "Effective Date" means July 27, 2001.

                "8-7/8% Notes" means the 8-7/8% Senior Subordinated Notes Due
2007 of the Company.

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

                "Event of Default" shall have the meaning provided in Section
401.

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

                "Exchange Notes" shall have the meaning provided in Section
206(f).

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

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

                "Gaming Authority" means 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 activities of the Company or any of its
Subsidiaries.

                "Gaming Jurisdiction Law" means any law, statute, ordinance,
code, regulation, constitutional provision, rule, order, directive or other
enforceable requirement now or hereafter in existence of any Gaming Authority.

                "Gaming License" means any license, franchise or other
authorization on the date of this Indenture or thereafter required to own,
lease, operate or otherwise conduct the gaming business of the Company,
including, without limitation, all licenses granted under the New Jersey Act,
the Nevada Act, the Indiana Act, the Missouri Act, the regulations of the New
Jersey Commission, the New Jersey Division, the Nevada Commission, the Nevada
Control Board, the Clark County (Nevada) Liquor and Gaming Licensing Board, the
Indiana Commission, the Missouri Commission and other Legal Requirements.

                "Global Note" means a permanent global note in registered form
deposited with the Trustee, as a custodian for The Depositary Trust Company or
any other designated depositary.

                "Governmental Authority" means any agency, authority, board,
bureau, commission, department, office or instrumentality of any nature,
whatsoever of any governmental or quasi-government unit, whether federal, state,
county, district, city or other political subdivision or otherwise and whether
now or hereafter in existence, or any officer or official of any thereof,
including, without limitation, the New Jersey Commission, the New Jersey
Division, the Nevada Commission, the Nevada Control Board, the Clark County
(Nevada) Liquor and Gaming Licensing Board, the Missouri Commission and the
Indiana Commission.



                                       9
<PAGE>   17

                "guarantee" means any direct or indirect obligation, contingent
or otherwise, of a Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person in any manner.

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

                "Holdings" means Ramada New Jersey Holdings Corporation, a
Delaware corporation.

                "HRN" means Hotel Ramada of Nevada, a Nevada corporation.

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

                "Indebtedness" means, with respect to any Person, without
duplication, (a) any obligation, contingent or otherwise, for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of such
Person or only to a portion thereof), (b) any obligation evidenced by bonds,
debentures, notes or other similar instruments, (c) any obligation owed for all
or any part of the purchase price of Property, other assets or services or for
the cost of Property or other assets constructed or of improvements thereto
(including any obligation under or in connection with any letter of credit
related thereto), other than accounts payable included in current liabilities
and incurred in respect of Property or services purchased in the ordinary course
of business, (d) any obligation of such Person under or in connection with any
letter of credit issued for the account of such Person and all drafts drawn or
demands for payment honored thereunder, (e) any obligation under conditional
sale or other title retention agreements relating to purchased Property, (f) any
obligation issued or assumed as the deferred purchase price of Property (other
than accounts payable incurred in the ordinary course of business), (g) any
obligation, contingent or otherwise, as set forth in subclauses (a), (b) and (c)
of this definition, of any other Person secured by any Lien in respect of
Property of such Person even though such Person has not assumed or become liable
for payment of such obligation, (h) any Capitalized Lease Obligation or any
other obligation pursuant to any Sale and Leaseback Transaction, (i) any note
payable or draft accepted representing an extension of credit (other than
extensions of credit for Property and services purchased in the ordinary course
of business), whether or not representing an obligation for borrowed money, (j)
the maximum fixed repurchase price of any Redeemable Stock, (k) obligations in
respect of Interest Swap Obligations and Currency Agreements and (l) any
obligation which is a guarantee with respect to Indebtedness (of a kind
otherwise described in this definition) of another Person. For purposes of the
preceding sentence, the maximum fixed repurchase price of any Redeemable Stock
which does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Redeemable Stock as if such Redeemable Stock were
repurchased on any date on which Indebtedness shall be required to be determined
pursuant to this Indenture; provided, however, that if such Redeemable Stock is
not then permitted to be repurchased, the repurchase price shall be the book
value of such Redeemable Stock. The amount of Indebtedness of any Person at any
date shall be the outstanding balance at such date of all unconditional
obligations as described above, the



                                       10
<PAGE>   18

maximum liability of such contingent obligations at such date and, in the case
of clause (g), the lesser of the fair market value at such date of any asset
subject to a Lien securing the Indebtedness of others and the amount of the
Indebtedness secured.

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

                "Independent" means a Person who (l) is in fact independent, (2)
does not have any direct financial interest or any material indirect financial
interest in the Company or in any other obligor upon the Notes or in any
Affiliate of the Company or of such other obligor and (3) is not connected with
the Company or such other obligor as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

                "Indiana Act" means the Indiana Riverboat Gambling Act as
codified at IC4-33, as amended from time to time, or any successor act.

                "Indiana Commission" means the Indiana Gaming Commission or any
successor agency.

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

                "Initial Notes" means the first $175,000,000 aggregate principal
amount of Notes issued under this Indenture on the date hereof.

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

                "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Notes.

                "Interest Swap Obligations" means the obligations of any Person
pursuant to any interest rate swap agreement, interest rate collar agreement or
other similar agreement or arrangement designed to protect such Person or any of
its Subsidiaries against fluctuations in interest rates.

                "Investment" means, with respect to any Person (such Person
being referred to in this definition as the "Investor"), any amount paid by the
Investor, directly or indirectly, or any transfer of Property, directly or
indirectly (such amount to be the fair market value of such Property at the time
of transfer as determined in good faith by the Board of Directors of the
Investor, whose determination shall be conclusive) by the Investor to any other
Person (i) for Capital Stock of, or other equity interest in, or as a capital
contribution to, such other Person or (ii) as a direct or indirect loan or
advance to such other Person (other than accounts receivable of the Investor
arising in the ordinary course of business).

                "Investment Company Act" means the Investment Company Act of
1940, as amended.


                                       11
<PAGE>   19


                "Jaffe Partnership Interest" means the general partnership
interest in Tropicana Enterprises held by members of the Jaffe family pursuant
to the Amended and Restated Partnership Agreement dated as of November 1, 1984
between the Jaffe family and Adamar of Nevada, as amended.

                "Joint Venture" means any Person (other than a Subsidiary of the
Company) in which any Person other than the Company or any of its Subsidiaries
has a joint or shared equity interest with the Company or any of its
Subsidiaries.

                "Legal Holiday" means any day that is not a Business Day.

                "Legal Requirements" means all laws, statutes and ordinances
(including building codes and zoning and environmental laws, regulations and
ordinances) and all rules, orders, rulings, regulations, directives, decrees,
injunctions and requirements of all Governmental Authorities, that are now or
may hereafter be in existence, and that may be applicable to the Company or any
Subsidiary or Affiliate thereof, or the Trustee (including, without limitation,
the New Jersey Act, the Nevada Act, the Indiana Act, the Missouri Act and the
regulations and supervisory procedures of the New Jersey Division, the New
Jersey Commission, the Nevada Commission, the Nevada Control Board, the Clark
County (Nevada) Liquor and Gaming Licensing Board, the Indiana Commission, and
the Missouri Commission as modified by any variances, special use permits,
waivers, exceptions or other exemptions which may from time to time be
applicable).

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

                "Lien" means any mortgage, pledge, lien, charge, deed of trust,
security interest, conditional sale or other title retention agreement or any
other similar encumbrance (including any agreement to give any security
interest).

                "Liquidated Damages" means all special interest then owing
pursuant to Section 2(d) of the Registration Rights Agreement.

                "Missouri Act" means the Missouri Gaming law as codified under
Sections 313.004 and 313.800-850, RSMo., as amended from time to time, or any
successor provision of law.

                "Missouri Commission" means the Missouri Gaming Commission or
any successor agency.

                "Moody's" means Moody's Investors Services, Inc., and its
successors.

                "Nevada Act" means the Nevada Gaming Control Act, Nev. Rev.
Stat. Ann. Sections 463.010, et seq., and the regulations of the Nevada
Commission promulgated thereunder, as amended from time to time, or any
successor provision of law.

                "Nevada Commission" means the Nevada Gaming Commission or any
successor agency appointed pursuant to the Nevada Act.


                                       12
<PAGE>   20


                "Nevada Control Board" means the Nevada State Gaming Control
Board or any successor agency appointed pursuant to the Nevada Act.

                "New Jersey Act" means the New Jersey Casino Control Act, N.J.
Stat. Ann. 5:12-1 et seq., (New Jersey Public Law 1977, L. 110) as amended from
time to time, or any successor provision of law.

                "New Jersey Commission" means the New Jersey Casino Control
Commission or any successor agency appointed pursuant to the New Jersey Act.

                "New Jersey Division" means the Division of Gaming Enforcement
of the New Jersey Department of Law and Public Safety or any successor division
or agency.

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

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

                "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes, any Additional Notes and any Exchange Notes issued
in respect of either Initial Notes or Additional Notes shall be treated as a
single class for all purposes under this Indenture.

                "Officers' Certificate" means, with respect to any Person, a
certificate signed by an Authorized Officer (other than the treasurer) and by
the treasurer, an assistant treasurer, the secretary or an assistant secretary
of such Person.

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

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

                "Outstanding" means, with respect to the Notes, as of the date
of determination, all Notes theretofore authenticated and delivered under this
Indenture, except:

                        (i) the Notes theretofore cancelled by the Trustee or
        delivered to the Corporate Trust Office for cancellation;

                        (ii) the Notes for whose payment or redemption money in
        the necessary amount has been theretofore deposited (other than pursuant
        to Article III) with the Trustee or any Paying Agent (other than the
        Company or an Affiliate thereof), provided that, if such Notes are to be
        redeemed, notice of such redemption has been duly given pursuant to this
        Indenture or provision therefor satisfactory to the Trustee has been
        made; and



                                       13
<PAGE>   21

                        (iii) the Notes in exchange for or in lieu of which
        other Notes have been authenticated and delivered pursuant to this
        Indenture except for the Notes replaced pursuant to Section 207 if the
        Trustee has received proof satisfactory to it that the replaced Note is
        held by a bona fide purchaser; provided, however, that solely for the
        purpose of determining whether the Holders of the requisite principal
        amount of Outstanding Notes have given any request, demand,
        authorization, direction, notice, consent or waiver hereunder, Notes
        held of record or beneficially owned by the Company or any other obligor
        upon the Notes or any Affiliate of the Company or such other obligor
        shall be disregarded and deemed not to be Outstanding, except that, in
        determining whether the Trustee shall be protected in relying upon any
        such request, demand, authorization, direction, notice, consent or
        waiver, only Notes which the Trustee knows to be so held or owned shall
        be so disregarded. Notes so held or owned which have been pledged in
        good faith may be regarded as Outstanding if the pledgee establishes to
        the satisfaction of the Trustee the pledgee's right so to act with
        respect to such Notes and that the pledgee is not the Company or any
        other obligor upon the Notes or any Affiliate of the Company or such
        other obligor.

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

                "Paying Agent" shall have the meaning provided in Section 203.

                "Payment Blockage Period" shall have the meaning provided in
Section 1003.

                "Permitted Liens" means, with respect to any Person, (i) Liens
for taxes, assessments, governmental charges or claims which are not yet due and
payable or are being contested in good faith by such Person by appropriate
proceedings promptly instituted and diligently conducted and for which a reserve
or other appropriate provision, if any, as shall be required in accordance with
generally accepted accounting principles shall have been made by such Person;
(ii) statutory Liens of landlords and carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen, or other like Liens arising in the ordinary
course of business and with respect to amounts not yet delinquent or being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted and for which a reserve or other appropriate provision, if
any, as shall be required in accordance with generally accepted accounting
principles shall have been made by such Person; (iii) Liens incurred or deposits
made by such Person in the ordinary course of business in connection with
worker's compensation, unemployment insurance, medical insurance and other types
of social security and deposits made by such Person in the ordinary course of
business in connection with other kinds of insurance; (iv) Liens incurred or
deposits made by such Person to secure the performance of tenders, bids, leases,
statutory obligations, surety and appeal bonds, government contracts,
performance and return-of-money bonds and other obligations of a like nature
incurred in the ordinary course of business (exclusive of obligations for the
payment of borrowed money); (v) easements, rights-of-way, restrictions, minor
defects or irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the business of such Person or any of
its Subsidiaries incurred in the ordinary course of business; (vi) Liens
(including extensions and renewals thereof) upon real or tangible personal
property acquired by such Person after the date



                                       14
<PAGE>   22

of this Indenture; provided that (a) any such Lien is created solely for the
purpose of securing Indebtedness representing, or incurred to finance, refinance
or refund, all costs (including the cost of construction) of the item of
Property subject thereto, (b) the principal amount of the Indebtedness secured
by such Lien does not exceed 100% of such cost, (c) such Lien does not extend to
or cover any other Property other than such item of Property and any
improvements on such item and (d) the incurrence of such Indebtedness is
permitted by Section 705; (vii) Liens upon specific items of inventory or other
goods and proceeds of such Person securing such Person's obligations in respect
of bankers' acceptances issued or created for the account of such Person in the
ordinary course of business to facilitate the purchase, shipment or storage of
such inventory or other goods; (viii) Liens securing reimbursement obligations
with respect to commercial letters of credit issued for the account of such
Person which encumber documents and other Property relating to such commercial
letters of credit and the products and proceeds thereof; (ix) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods by such Person; (x)
licenses, leases or subleases granted to others not interfering in any material
adverse respect with the business of such Person or any of its Subsidiaries;
(xi) Liens encumbering Property or assets of such Person under construction
arising from progress or partial payments by a customer of such Person or one of
its Subsidiaries relating to such Property or assets; (xii) Liens encumbering
customary initial deposits and margin accounts, and other Liens incurred in the
ordinary course of business and which are within the general parameters
customary in the gaming industry, in each case securing Interest Swap
Obligations or Currency Agreements; (xiii) Liens encumbering deposits made to
secure obligations arising from statutory or regulatory requirements of such
Person or its Subsidiaries; (xiv) any interest or title of a lessor in the
Property subject to any Capitalized Lease obligation or operating lease which,
in each case, is permitted under this Indenture; (xv) Liens securing obligations
to the Trustee pursuant to the compensation and indemnity provisions of this
Indenture; (xvi) purchase money liens securing payables arising from the
purchase by such Person or any of its Subsidiaries of any equipment or goods in
the ordinary course of business, provided that such payables do not constitute
Indebtedness; (xvii) Liens arising out of consignment or similar arrangements
for the sale of goods entered into by such Person or any of its Subsidiaries in
the ordinary course of business; (xviii) Liens for judgments or orders not
giving rise to a Default or Event of Default; and (xix) Liens not specified in
the foregoing and not otherwise permitted by Section 706, provided that the
aggregate Indebtedness secured by the Liens under this clause (xix) shall not
exceed $5,000,000 at any time.

                "Person" means any individual, partnership, corporation,
venture, joint venture, unincorporated organization, association, joint-stock
company, trust or Governmental Authority.

                "Predecessor Note" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note. For the purposes of this definition, any Note
authenticated and delivered under Section 207 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

                "Preferred Share Purchase Rights" shall have the meaning given
to the term "Rights" in the Rights Agreement dated as of December 14, 1999
between the Company and ChaseMellon Shareholder Services, L.L.C.




                                       15
<PAGE>   23

                "principal" means, with respect to any debt security (including
any Note), the principal of such debt security plus the premium, if any, on such
debt security.

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

                "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.

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

                "Qualified Capital Stock" means Capital Stock not constituting
Redeemable Stock.

                "Redeemable Dividend" means, for any dividend payable with
respect to Redeemable Stock, (i) to the extent such dividend is fully deductible
for federal income tax purposes, the amount of such dividend and (ii) to the
extent such dividend may not be deductible, the quotient of the amount of such
dividend divided by the difference between one and the maximum statutory federal
income tax rate (expressed as a decimal number between 1 and 0) then applicable
to the issuer of such Redeemable Stock.

                "Redeemable Stock" means, with respect to any Person, any equity
security issued by such Person that by its terms or otherwise is required to be
redeemed (other than a security that is required to be redeemed only in the
event that a holder of such security fails to qualify or to be found suitable or
otherwise eligible under a Gaming Jurisdiction Law to remain as a holder of such
security) or is redeemable at the option of the holder of such security at any
time prior to the maturity of the Notes.

                "Redemption Date" means, with respect to any Note to be
redeemed, the date fixed for such redemption pursuant to the terms of this
Indenture and the Notes.

                "Redemption Price" means, with respect to any Note to be
redeemed, the price fixed for such redemption pursuant to the terms of this
Indenture and the Notes.

                "Register" means the register in which the Company provides for
the registration of Notes and the registration for the transfer of Notes.

                "Registrar" shall have the meaning provided in Section 203.

                "Registration Rights Agreement" means, with respect to the
Initial Notes, the Exchange and Registration Rights Agreement, dated as of July
27, 2001, by and among the Company and the other parties named on the signature
pages thereof, as such agreement may be amended, modified or supplemented from
time to time and, with respect to any Additional Notes, one or more registration
rights agreements between the Company and other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to
register such


                                       16
<PAGE>   24


Additional Notes under the Securities Act or exchange such Additional Notes for
Notes registered under the Securities Act.

                "Regular Record Date" means, for the interest payable on any
Interest Payment Date in respect of a Note, the date so specified in Paragraph 2
of such Note.

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

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

                "Replacement Indebtedness" shall have the meaning provided in
Section 705(b).

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

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

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

                "Restricted Payments" shall have the meaning provided in Section
704.

                "Restricted Subsidiary" means any Subsidiary of the Company that
(i) has not been designated by the Board of Directors of the Company as an
Unrestricted Subsidiary or (ii) was an Unrestricted Subsidiary but has been
redesignated by the Board of Directors of the Company as a Restricted
Subsidiary, in each case as provided under the definition of Unrestricted
Subsidiary in this Section 101.

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

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

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

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

                "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Subsidiary of the Company of any Property,
whether owned at the date of this Indenture or thereafter acquired, which has
been or is to be sold or transferred by the Company or such Subsidiary to such
Person or to any other Person to whom funds have been or are to be advanced by
such Person on the security of such Property if, after giving effect to such
arrangement, the Company or a Subsidiary of the Company operates the business,
if any, located on such Property.



                                       17
<PAGE>   25

                "SEC" means the Securities and Exchange Commission.

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

                "Senior Indebtedness" means the principal of, interest
(including without limitation, interest at the contract rate subsequent to the
commencement of any bankruptcy, insolvency or similar proceeding with respect to
the Company) on and other amounts due on or in connection with any Indebtedness
of the Company for money borrowed from others, whether outstanding on the date
of the Indenture or thereafter created, incurred, assumed or guaranteed, which,
at the date of the Indenture or at the time of any such creation, incurrence,
assumption or guarantee, (i) is by its terms expressly senior to and not
subordinate or subject in right of payment to any other Indebtedness of the
Company, or (ii) is secured by a lien on any Property of the Company or any of
its Subsidiaries; provided, however, that Senior Indebtedness shall not include
any such Indebtedness if (A) the value of the collateral securing such
Indebtedness at time of incurrence is less than the amount of such Indebtedness
or (B) the value of any Property substituted for the collateral securing such
Indebtedness is less than the value of the collateral so released in either case
as determined by the Company and set forth in an Officer's Certificate of the
Company received by the Trustee, which certificate shall be conclusive evidence
of the correctness of the matters set forth herein, or (iii) has been designated
Senior Indebtedness pursuant to an Officers' Certificate of the Company received
by the Trustee. Notwithstanding anything herein to the contrary, Senior
Indebtedness shall not mean (a) Indebtedness of the Company to a Subsidiary of
the Company for money borrowed or advances from such Subsidiary, (b)
Indebtedness representing the maximum fixed repurchase price of any Capital
Stock of the Company which by its terms or otherwise is or may be required to be
redeemed or repurchased prior to the Stated Maturity of the Notes or at the
option of the holder thereof, (c) Indebtedness of the Company to any officer or
director thereof, (d) obligations owing under judgments arising out of
obligations that are not Indebtedness for borrowed money, (e) accounts payable
or any other Indebtedness to trade creditors created or assumed by the Company
in the ordinary course of business in connection with the obtaining of materials
or services and (f) any liability for federal, state, local or other taxes owed
or owing by the Company. Notwithstanding anything herein to the contrary,
"Senior Indebtedness" does not include the 8-7/8% Notes. The Notes shall be on
parity with the 8-7/8% Notes in right of payment.

                "Series B Preferred Stock" means shares of the Company's
preferred stock, Series B held by the trustee for the Company ESOP.

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

                "Significant Subsidiary" means any Subsidiary of the Company (i)
the revenues attributable to which for the then most recently completed four
fiscal quarters constituted 5% or more of the consolidated revenues of the
Company and its Subsidiaries for such period, (ii) the assets of which as of the
end of such period constituted 5% or more of the consolidated assets of the
Company and its Subsidiaries as of the end of such period or (iii) that
operates, owns or leases any Property that is material to the business
operations of the Company or any Restricted Subsidiary.



                                       18
<PAGE>   26


                "Special Record Date" means a date fixed by the Trustee pursuant
to Section 212.

                "Stated Maturity" means, with respect to any Note or any
installment of interest thereon, the date specified in such Note as the fixed
day on which the principal on such Note or such installment of interest is due.

                "Stock Pledge" means the Stock Pledge Security and Intercreditor
Agreement dated as of December 12, 1989 among the Company, Tropicana
Enterprises, the members of the Jaffe Group (as defined in the Tropicana
Enterprises partnership agreement) and Trop C.C., a Nevada general partnership,
pursuant to which the Company pledged all of the stock of Adamar of Nevada to
secure the Company's obligations under various agreements relating to the
Tropicana, as in effect on the Effective Date.

                "Subsidiary" means, with respect to any Person, (i) a
corporation a majority of whose Capital Stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly, owned
by such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, one or more Subsidiaries thereof, or such
Person and one or more Subsidiaries thereof, directly or indirectly, at the date
of determination thereof has at least majority ownership interest and the power
to direct the policies, management and affairs thereof. For purposes of this
definition, any directors' qualifying shares mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.

                "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-bbbb) as in effect on the date of execution of this Indenture, except as
provided in Section 603.

                "Transaction Date" means the date of the transaction giving rise
to the need to calculate the Consolidated Fixed Charge Coverage Ratio or to make
any other determination for purposes of complying with the provisions of this
Indenture, provided that if such transaction is related to or in connection with
any acquisition of any Person, the Transaction Date shall be the date on which
the Company or any of its Subsidiaries enters into an agreement with such Person
to effect such acquisition; provided, however, that if subsequent to the
entering of such agreement the Company or any of its Subsidiaries shall amend
the terms of such acquisition with respect to the consideration payable by the
Company or any of its Subsidiaries in connection with such acquisition, the
Transaction Date shall be the date on which the Company or any of its
Subsidiaries enters into an agreement with such Person to effect such amendment.
The second proviso above shall not be applicable if, as of the Transaction Date
with respect to any acquisition, the Company could incur at least $1.00 of
additional Indebtedness under Section 705(a) when the Consolidated Fixed Charge
Coverage Ratio is calculated on the basis of the amended terms of such
acquisition and the Indebtedness to be incurred by the Company and its
Restricted Subsidiaries in connection therewith.

                "Treasury Rate" means, as of any Redemption Date, the yield to
maturity as of such Redemption Date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most



                                       19
<PAGE>   27

nearly equal to the period from the Redemption Date to August 15, 2006;
provided, however, that if the period from the Redemption Date to August 15,
2006 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

                "Tropicana" means the Las Vegas Tropicana casino hotel operated
by HRN on the date of this Indenture.

                "Tropicana Enterprises" means Tropicana Enterprises, a Nevada
general partnership.

                "Tropicana Lease" means the Amended and Restated Lease
(Tropicana Hotel/Casino) dated November 1, 1984 between Tropicana Enterprises
and HRN, as amended.

                "Tropicana Loan" means the Second Amended and Restated Loan
Agreement by and among Tropicana Enterprises, HRN and the Lenders named therein,
dated October 4, 1994, as amended through the Effective Date.

                "Tropicana Loan Refinancings" means any refinancings or
financings of, or related to, the Tropicana Loan or any refinancings thereof
(including, but not limited to, any Indebtedness owed to the Company or any
Restricted Subsidiary in connection with such Tropicana Loan or any refinancings
thereof), to the extent that the aggregate amount of such Indebtedness incurred
pursuant to such refinancings or financings does not exceed the outstanding
principal amount under the Tropicana Loan at the Effective Date.

                "Tropicana Payments" means, for any period, that portion of the
lease payments made by HRN to Tropicana Enterprises pursuant to the Tropicana
Lease that represents the sum of interest expense on Indebtedness of Tropicana
Enterprises payable to Persons other than the Company plus amounts distributed
in respect of the Jaffe Partnership Interest.

                "Tropicana Security Deposit" means the additional security
deposit that HRN may be required to provide from time to time pursuant to the
Tropicana Lease (as in effect on the Effective Date).

                "Trust Officer" means, with respect to the Trustee, the chairman
or vice chairman of the board of directors, the chairman or vice chairman of the
executive committee of the board of directors, the chairman of the trust
committee, the president, any vice president, any assistant vice president, the
secretary, any assistant secretary, the cashier, any assistant cashier, any
trust officer or assistant trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is specifically referred because
of his or her knowledge of and familiarity with the particular subject.

                "Trustee" means U.S. Bank Trust National Association, 180 East
Fifth Street, St. Paul, Minnesota 55101, unless and until a successor replaces
it in accordance with the provisions of this Indenture and thereafter means the
successor.


                                       20
<PAGE>   28

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

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

                "Unrestricted Subsidiary" means (1) any Subsidiary of the
Company which at the time of determination shall be an Unrestricted Subsidiary
(as designated by the Board of Directors of the Company, as provided below) and
(2) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the
Company may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary (unless
such Subsidiary owns any Capital Stock of or owns or holds any Lien on any
Property of the Company or any other Subsidiary of the Company which is not a
Subsidiary of the Subsidiary to be so designated), provided that either (x) the
Subsidiary to be so designated has total assets of $1,000 or less or (y)
immediately after giving pro forma effect to such designation the Company could
incur $1.00 of additional Indebtedness under Section 705(a); and provided,
further, that a Subsidiary shall not be designated as an Unrestricted Subsidiary
if the Company or a Restricted Subsidiary creates, incurs, issues, assumes,
guarantees or in any other manner becomes liable with respect to any obligation
of such Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary, provided that immediately
after giving pro forma effect to such redesignation, the Company could incur
$1.00 of additional Indebtedness under Section 705(a). Any such designation or
elimination thereof by the Board of Directors of the Company shall be evidenced
to the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complies with the
foregoing conditions.

                "U.S. Government Obligations" are direct noncallable obligations
of the United States of America or guaranteed by the United States of America
for the payment of which the full faith and credit of the United States is
pledged.

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

                "Voting Power" means the aggregate number of votes that may be
cast for the election of a corporation's directors (or Persons performing
equivalent functions) by the beneficial owners of all shares of Voting Stock
issued by the Company.

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


                                       21
<PAGE>   29

                "Wholly Owned Subsidiary" means any Restricted Subsidiary of
which 100% of the Capital Stock of, or other ownership interest in, such
Restricted Subsidiary is at the time owned by the Company or a Wholly Owned
Subsidiary.

        SECTION 102. Incorporation by Reference of TIA. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.

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

                "indenture securities" means the Notes;

                "indenture security holder" means a Holder;

                "indenture to be qualified" means this Indenture;

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

                "obligor" on the Notes means the Company.

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

        SECTION 103. Compliance Certificates and Opinions.

                (a) Upon any request or application by the Company to the
Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee:

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

                        (2) an Opinion of Counsel stating that in the opinion of
        such counsel, all such conditions precedent, if any, have been complied
        with; and

                        (3) other than for the initial request by the Company to
        the Trustee to authenticate and issue the Notes, an Accountants'
        Certificate stating that, in the opinion of such accountant, such action
        may be taken under the Indenture without the occurrence of a Default
        pursuant to Sections 704, 705, 801(a)(4) and 801(a)(5).

                In the case of any such application or request as to which the
furnishing of any such documents is specifically required by any provision of
this Indenture relating to such particular application or request, no additional
certificates or opinion need be furnished.

                (b) Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture shall include:


                                       22
<PAGE>   30

                        (1) a statement that each individual signing such
        certificate or opinion has read such covenant or condition and the
        definitions herein relating thereto;

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

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

                        (4) a statement as to whether, in the opinion of each
        such individual, such condition or covenant has been complied with.

        SECTION 104. Form of Documents Delivered to Trustee.

                (a) In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

                (b) Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
to form one instrument.

        SECTION 105. Acts of Holders.

                (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided for by this Indenture to be given or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the Act of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 501) conclusive in favor of the Trustee and
the Company if made in the manner provided in this Section 105.

                (b) The fact and date of the execution by any Person of any
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authorization. The fact and date


                                       23
<PAGE>   31


of the execution of any such instrument or writing, or the authorization of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

                (c) Ownership of Notes shall be proved by the appearance of a
Person's name in the Register.

                (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the
registration of transfer or in exchange therefor or in lieu thereof, to the same
extent as the original Holder, in respect of anything done, omitted or suffered
to be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Note.

                (e) The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

        SECTION 106. Notices, Etc. to Trustee and the Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with:

                (1) the Trustee shall be sufficient for every purpose hereunder
if in writing and mailed postage prepaid by first-class, registered or certified
mail, in each case return receipt requested, or delivered personally, to the
Trustee at its Corporate Trust Division, 180 E. Fifth Street, St. Paul,
Minnesota 55101, Attention: Corporate Trust Department, or at any other address
previously furnished in writing to the Company; and

                (2) the Company shall be sufficient for every purpose hereunder
if in writing and mailed postage prepaid by first class, registered or certified
mail, in each case return receipt requested, or delivered personally, to the
Company, addressed to it at Aztar Corporation, 2390 E. Camelback Road, Suite
400, Phoenix, Arizona 85016, Attention: Chief Financial Officer or at any other
address previously furnished in writing to the Trustee by the Company with
copies given in one of the foregoing manners to Snell & Wilmer, One Arizona
Center, Phoenix, Arizona 85004-0001, Attention: David Sprentall, Esq. and to
Latham & Watkins, 633 West Fifth Street, Suite 4000, Los Angeles, California
90071, Attention: Brian G. Cartwright, Esq. (provided that any failure to
furnish such copies shall not affect the sufficiency of any such request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document with respect to the Company).

        SECTION 107. Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given if
in writing and mailed postage prepaid by first-class, registered or certified
mail, in each case return receipt requested, to each Holder affected by such
event, at his address as it appears in the Register, not later than the latest
date and not earlier than the earliest date prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any matter, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the


                                       24
<PAGE>   32


event, and such waiver shall be the equivalent of such notice. Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.

        In case, by reason of suspension of regular mail service, or by reason
of any other cause, it shall be impracticable to give such notice by mail, then
such notification may be given by any other reasonable method of giving such
notice and shall be deemed to be sufficient giving of such notice for every
purpose hereunder.

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

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

        SECTION 108. Communication by Holders with Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. The Trustee shall comply with
the provisions of TIA Section 312(b). The Company, the Trustee, the Registrar
and any agent of any of them shall have the protection of TIA Section 312(c).

        SECTION 109. Conflict with TIA. If any provision hereof limits,
qualifies or conflicts or fails to comply with another provision which is
required to be included in this Indenture by any of the provisions of the TIA,
such required provision shall control.

        SECTION 110. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or a meeting of Holders. Each of the Registrar
and Paying Agent may make reasonable rules and set reasonable requirements for
its functions.

        SECTION 111. No Recourse Against Others. The Notes and the obligations
of the Company under this Indenture are solely obligations of the Company and no
officer, director, employee or stockholder, as such, shall be liable for any
failure by the Company to pay amounts on the Notes when due or perform any such
obligation.

        SECTION 112. Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

        SECTION 113. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

        SECTION 114. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. No such indenture, loan or debt
agreement may be used to interpret this Indenture.


                                       25
<PAGE>   33


        SECTION 115. Successors and Assigns. All covenants and agreements in
this Indenture by the Company and the Trustee shall bind their respective
successors and assigns, whether so expressed or not.

        SECTION 116. Separability Clause. In case any provision in this
Indenture or the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

        SECTION 117. Benefits of Indenture. Nothing in this Indenture or the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors and assigns hereunder, any Paying Agent and the
Holders of Notes, any benefits or any legal or equitable right, remedy or claim
under this Indenture, except to the extent provided in Article Ten with respect
to the Holders of Senior Indebtedness.

        SECTION 118. Governing Law and Choice of Forum. This Indenture and each
Note shall be deemed to be a contract under the laws of the State of New York
and shall be construed in accordance with and governed by the laws of the State
of New York without regard to principles of conflicts of law. If any action or
proceeding shall be brought by the Trustee or a Holder in order to enforce any
right or remedy under this Indenture or the Notes, the Company hereby consents
and will submit to the jurisdiction of the courts of the State of New York or
any federal court sitting in the Borough of Manhattan in The City of New York,
New York. Any action or proceeding brought by the Company to enforce any right,
assert any claim or obtain any relief whatsoever in connection with this
Indenture or the Notes shall be brought by the Company exclusively in the courts
of the State of New York or in any federal court sitting in the Borough of
Manhattan in The City of New York, New York. The Trustee hereby consents and
agrees to submit to the jurisdiction of the courts of the State of New York or
any federal court sitting in the Borough of Manhattan in The City of New York,
New York in respect of any action or proceeding under this Indenture or the
Notes.

        SECTION 119. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Notes shall not be a Business
Day, then (notwithstanding any other provision of this Indenture) payment of
interest or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or Redemption Date or at the Stated Maturity and, if so
made, no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, until such
Business Day.

        SECTION 120. Incorporation of Exhibit. Exhibit A annexed hereto shall
constitute an integral part of this indenture for all purposes.


                                       26
<PAGE>   34


                                   ARTICLE TWO

                                    THE NOTES


        SECTION 201. Form and Dating.

                (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof. The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.

                (b) Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate amount of outstanding Notes from time to time endorsed
thereon and that the aggregate amount of outstanding Notes represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the Note
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 206 hereof.

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

        SECTION 202. Execution and Authentication. An Officer shall sign the
Notes for the Company by manual or facsimile signature. The Company's seal shall
be reproduced on the Notes and may be in facsimile form. If an Officer whose
signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid. A Note shall not be valid
until authenticated by the manual signature of the Trustee. The signature shall
be conclusive evidence that the Note has been authenticated under this
Indenture. The Trustee shall, upon a written order of the Company signed by an
Officer of the Company (an "Authentication Order"), authenticate Notes for
original issue without limitation on the aggregate principal amount of the
Notes. The Trustee may appoint an authenticating agent acceptable to


                                       27
<PAGE>   35


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

        SECTION 203. Registrar and Paying Agent. The Company shall maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange (the "Registrar") and an office or agency where Notes may be
presented for payment (the "Paying Agent"). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar. The Company initially appoints The Depository Trust
Company ("DTC") to act as Depositary with respect to the Global Notes. The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
and to act as Note Custodian with respect to the Global Notes.

        SECTION 204. Paying Agent to Hold Money in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium or
Liquidated Damages, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

        SECTION 205. Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with TIA Section
312(a). If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least seven Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of the Holders of Notes and the Company shall otherwise comply with TIA Section
312(a).

        SECTION 206. Transfer and Exchange.

                (a) Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All


                                       28
<PAGE>   36


Global Notes will be exchanged by the Company for Definitive Notes if (i) the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary or (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee. Upon the occurrence of either of the preceding events in (i) or (ii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 207 and 210 hereof. Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 206 or Section 207 or 210 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 206(a). However, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 206(b), (c) or (f) hereof.

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

                        (i) Transfer of Beneficial Interests in the Same Global
        Note. Beneficial interests in any Restricted Global Note may be
        transferred to Persons who take delivery thereof in the form of a
        beneficial interest in the same Restricted Global Note in accordance
        with the transfer restrictions set forth in the Private Placement Legend
        ; provided, however, that prior to the expiration of the Distribution
        Compliance Period, transfers of beneficial interests in the Regulation S
        Global Note may not be made to a U.S. Person or for the account or
        benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
        interests in any Unrestricted Global Note may be transferred to Persons
        who take delivery thereof in the form of a beneficial interest in an
        Unrestricted Global Note. No written orders or instructions shall be
        required to be delivered to the Registrar to effect the transfers
        described in this Section 206(b)(i).

                        (ii) All Other Transfers and Exchanges of Beneficial
        Interests in Global Notes. In connection with all transfers and
        exchanges of beneficial interests that are not subject to Section
        206(b)(i) above, the transferor of such beneficial interest must deliver
        to the Registrar either (A) (1) a written order from a Participant or an
        Indirect Participant given to the Depositary in accordance with the
        Applicable Procedures directing the Depositary to credit or cause to be
        credited a beneficial interest in another Global Note in an amount equal
        to the beneficial interest to be transferred or exchanged and (2)
        instructions given in accordance with the Applicable Procedures
        containing information regarding the Participant account to be credited
        with such increase or (B) (1) a written order from a Participant or an
        Indirect Participant given to the


                                       29
<PAGE>   37


        Depositary in accordance with the Applicable Procedures directing the
        Depositary to cause to be issued a Definitive Note in an amount equal to
        the beneficial interest to be transferred or exchanged and (2)
        instructions given by the Depositary to the Registrar containing
        information regarding the Person in whose name such Definitive Note
        shall be registered to effect the transfer or exchange referred to in
        (1) above. Upon consummation of an Exchange Offer by the Company in
        accordance with Section 206(f) hereof, the requirements of this Section
        206(b)(ii) shall be deemed to have been satisfied upon receipt by the
        Registrar of the instructions contained in the Letter of Transmittal
        delivered by the Holder of such beneficial interests in the Restricted
        Global Notes. Upon satisfaction of all of the requirements for transfer
        or exchange of beneficial interests in Global Notes contained in this
        Indenture and the Notes or otherwise applicable under the Securities
        Act, the Trustee shall adjust the principal amount of the relevant
        Global Note(s) pursuant to Section 206(h) hereof.

                        (iii) Transfer of Beneficial Interests to Another
        Restricted Global Note. A beneficial interest in any Restricted Global
        Note may be transferred to a Person who takes delivery thereof in the
        form of a beneficial interest in another Restricted Global Note if the
        transfer complies with the requirements of Section 206(b)(ii) above and
        the Registrar receives the following:

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

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

                                (C) if the transferee will take delivery in the
                form of a beneficial interest in the IAI Global Note, then the
                transferor must deliver a certificate in the form of Exhibit B
                hereto, including the certifications and certificates and
                Opinion of Counsel required by item (3) thereof, if applicable.

                        (iv) Transfer and Exchange of Beneficial Interests in a
        Restricted Global Note for Beneficial Interests in the Unrestricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        exchanged by any holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        Section 206(b)(ii) above and:

                                (A) such exchange or transfer is effected
                pursuant to the Exchange Offer in accordance with the
                Registration Rights Agreement and the holder of the beneficial
                interest to be transferred, in the case of an exchange, or the
                transferee, in the case of a transfer, certifies in the
                applicable Letter of Transmittal that it is not (1) a
                Broker-Dealer, (2) a Person participating in the



                                       30
<PAGE>   38


                distribution of the Exchange Notes or (3) a Person who is an
                affiliate (as defined in Rule 144) of the Company;

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

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

                                (D) the Registrar receives the following:

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

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

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

                If any such transfer is effected pursuant to subparagraph (B) or
(D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 202 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

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

                        (i) Beneficial Interests in Restricted Global Notes to
        Restricted Definitive Notes. If any holder of a beneficial interest in a
        Restricted Global Note proposes to exchange such beneficial interest for
        a Restricted Definitive Note or to transfer such beneficial interest to
        a Person who takes delivery thereof in the form of a



                                       31
<PAGE>   39


        Restricted Definitive Note, then, upon receipt by the Registrar of the
        following documentation:

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

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

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

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

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

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

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

        the Trustee shall cause the aggregate principal amount of the applicable
        Global Note to be reduced accordingly pursuant to Section 206(h) hereof,
        and the Company shall execute and the Trustee shall authenticate and
        deliver to the Person designated in the instructions a Definitive Note
        in the appropriate principal amount. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 206(c) shall be registered in such name or names and in
        such authorized denomination or denominations as the holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 206(c)(i) shall bear



                                       32
<PAGE>   40

        the Private Placement Legend and shall be subject to all restrictions on
        transfer contained therein.

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

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

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

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

                                (D) the Registrar receives the following:

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

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

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

                        (iii) Beneficial Interests in Unrestricted Global Notes
        to Unrestricted Definitive Notes. If any holder of a beneficial interest
        in an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such


                                       33
<PAGE>   41

        beneficial interest to a Person who takes delivery thereof in the form
        of a Definitive Note, then, upon satisfaction of the conditions set
        forth in Section 206(b)(ii) hereof, the Trustee shall cause the
        aggregate principal amount of the applicable Global Note to be reduced
        accordingly pursuant to Section 206(h) hereof, and the Company shall
        execute and the Trustee shall authenticate and deliver to the Person
        designated in the instructions a Definitive Note in the appropriate
        principal amount. Any Definitive Note issued in exchange for a
        beneficial interest pursuant to this Section 206(c)(iii) shall be
        registered in such name or names and in such authorized denomination or
        denominations as the holder of such beneficial interest shall instruct
        the Registrar through instructions from the Depositary and the
        Participant or Indirect Participant. The Trustee shall deliver such
        Definitive Notes to the Persons in whose names such Notes are so
        registered. Any Definitive Note issued in exchange for a beneficial
        interest pursuant to this Section 206(c)(iii) shall not bear the Private
        Placement Legend.

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

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

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

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

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

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

                                (E) if such Restricted Definitive Note is being
                transferred to an Institutional Accredited Investor in reliance
                on an exemption from the registration requirements of the
                Securities Act other than those listed in subparagraphs (B)
                through (D) above, a certificate to the effect set forth in
                Exhibit B hereto,


                                       34
<PAGE>   42


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

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

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

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

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

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

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

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

                                (D) the Registrar receives the following:

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

                                    (2) if the Holder of such Definitive Notes
                      proposes to transfer such Notes to a Person who shall take
                      delivery thereof in the form of a beneficial interest in
                      the Unrestricted Global Note, a certificate from


                                       35
<PAGE>   43


                      such Holder in the form of Exhibit B hereto, including the
                      certifications in item (4) thereof;

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

        Upon satisfaction of the conditions of any of the subparagraphs in this
        Section 206(d)(ii), the Trustee shall cancel the Definitive Notes and
        increase or cause to be increased the aggregate principal amount of the
        Unrestricted Global Note.

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

                If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 202 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

                (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 206(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
206(e).

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


                                       36
<PAGE>   44


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

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

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

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

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

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

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

                                (D) the Registrar receives the following:

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

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

                and, in each such case set forth in this subparagraph (D), if
                the Registrar so requests, an Opinion of Counsel in form
                reasonably acceptable to the Company to the effect that such
                exchange or transfer is in compliance with the Securities Act


                                       37
<PAGE>   45

                and that the restrictions on transfer contained herein and in
                the Private Placement Legend are no longer required in order to
                maintain compliance with the Securities Act.

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

                (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 202, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer (collectively, the
"Exchange Notes"). Concurrently with the issuance of such Notes, the Trustee
shall cause the aggregate principal amount of the applicable Restricted Global
Notes to be reduced accordingly, and the Company shall execute and the Trustee
shall authenticate and deliver to the Persons designated by the Holders of
Definitive Notes so accepted Definitive Notes in the appropriate principal
amount.

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

                        (i) Private Placement Legend.

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

                "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
                ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
                UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS
                AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED
                HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
                ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
                HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
                FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
                BY RULE 144A THEREUNDER. THE HOLDER OF THE



                                       38
<PAGE>   46

                SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER
                THAT

                        (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
                TRANSFERRED ONLY:

                                (i)(a) TO A PERSON WHO IS A QUALIFIED
                        INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
                        SECURITIES ACT) IN A TRANSACTION MEETING THE
                        REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING
                        THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT,
                        (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A
                        TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER
                        THE SECURITIES ACT, (d) TO AN INSTITUTIONAL, "ACCREDITED
                        INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) or (7)
                        OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
                        INVESTOR")) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
                        TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
                        REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE
                        OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
                        RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS
                        THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
                        ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
                        SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER
                        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                        SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF
                        THE ISSUER SO REQUESTS),

                                (ii) TO THE ISSUER, OR

                                (iii) PURSUANT TO AN EFFECTIVE REGISTRATION
                        STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
                        APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                        STATES OR ANY OTHER APPLICABLE JURISDICTION AND

                        (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
                REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
                EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
                ABOVE."


                                (B) Notwithstanding the foregoing, any Global
                Note or Definitive Note issued pursuant to subparagraphs
                (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii)
                or (f) of this Section 206 (and all Notes issued in exchange
                therefor or substitution thereof) shall not bear the Private
                Placement Legend.



                                       39
<PAGE>   47


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

                "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
                BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
                TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
                TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
                PURSUANT TO SECTION 207 OF THE INDENTURE, (II) THIS GLOBAL NOTE
                MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
                206(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED
                TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 211 OF THE
                INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
                SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
                COMPANY."

                (h) Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 211 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                (i) General Provisions Relating to Transfers and Exchanges.

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

                        (ii) No service charge shall be made to a holder of a
        beneficial interest in a Global Note or to a Holder of a Definitive Note
        for any registration of transfer or exchange, but the Company may
        require payment of a sum sufficient to cover any transfer tax or similar
        governmental charge payable in connection therewith (other than any such
        transfer taxes or similar governmental charge payable upon exchange or
        transfer pursuant to Sections 210, 605, 711 and 906 hereof).


                                       40
<PAGE>   48


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

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

                        (v) The Company shall not be required (A) to issue, to
        register the transfer of or to exchange any Notes during a period
        beginning at the opening of business 15 days before the day of mailing
        of a notice of redemption of Notes selected for redemption and ending at
        the close of business on the day of such mailing, (B) to register the
        transfer of or to exchange any Note so selected for redemption in whole
        or in part, except the unredeemed portion of any Note being redeemed in
        part or (C) to register the transfer of or to exchange a Note between a
        record date and the next succeeding Interest Payment Date.

                        (vi) Prior to due presentment for the registration of a
        transfer of any Note, the Trustee, any Agent and the Company may deem
        and treat the Person in whose name any Note is registered as the
        absolute owner of such Note for the purpose of receiving payment of
        principal of and interest on such Note and for all other purposes, and
        none of the Trustee, any Agent or the Company shall be affected by
        notice to the contrary.

                        (vii) The Trustee shall authenticate Global Notes and
        Definitive Notes in accordance with the provisions of Section 202
        hereof.

                        (viii) All certifications, certificates and Opinions of
        Counsel required to be submitted to the Registrar pursuant to this
        Section 206 to effect a registration of transfer or exchange may be
        submitted by facsimile.

        SECTION 207. Replacement Notes. If any mutilated Note is surrendered to
the Trustee or the Company and the Trustee receives evidence to its satisfaction
of the destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Company or the Trustee, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

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

        SECTION 208. Outstanding Notes. The Notes outstanding at any time are
all the Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation,


                                       41
<PAGE>   49

those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 209 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note.

        If a Note is replaced pursuant to Section 207 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

        If the principal amount of any Note is considered paid under Section 701
hereof, it ceases to be outstanding and interest on it ceases to accrue.

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

        SECTION 209. Treasury Notes. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company, or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company, shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes that the Trustee knows are so
owned shall be so disregarded.

        SECTION 210. Temporary Notes. Until certificates representing Notes are
ready for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes. Temporary Notes shall
be substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate Definitive Notes in exchange for temporary
Notes.

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

        SECTION 211. Cancellation. The Company at any time may deliver Notes to
the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation. The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation. Subject to the record retention
requirements of the Exchange Act, the Trustee shall destroy cancelled Notes and
furnish a certificate of such destruction to the Company.

        SECTION 212. Defaulted Interest. If the Company defaults in a payment of
interest on the Notes, it shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of


                                       42
<PAGE>   50


the proposed payment. The Company shall fix or cause to be fixed each such
special record date (the "Special Record Date") and payment date, provided that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

        SECTION 213. Computation of Interest. Interest on the Notes shall be
computed on the basis of a 360-day year of twelve 30-day months.

        SECTION 214. CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.


                                  ARTICLE THREE

                     SATISFACTION AND DISCHARGE; DEFEASANCE

        SECTION 301. Satisfaction and Discharge of Indenture; Defeasance.

                (a) The Company, at any time, may terminate its obligations
under this Indenture by delivering all Outstanding Notes to the Trustee for
cancellation and paying all other sums payable hereunder by the Company;
provided, however, that the obligations of the Company under Sections 303, 304,
305 and 507, together with the definitions in Article One necessary for the
interpretation of such Sections, shall survive.

                (b) At the Company's option, (i) the Company will be Discharged
on the 123rd day after the satisfaction of the conditions set forth in
paragraphs (c) and (d) below or (ii) the Company need not comply with those
covenants set forth in Sections 704, 705, 706, 707, 708, 709, 710, 711 and 716
and the provisions of Sections 401(3) (but only to the extent that Section
401(3) relates to such enumerated provisions), 801(a)(4) and 801(a)(5) at any
time after the applicable conditions set forth in paragraphs (c) and (d) below
have been satisfied.

                (c) In order to exercise either option in paragraph (b) above,

                        (1) the Company must irrevocably deposit with the
        Trustee or a trustee satisfactory to the Company and the Trustee, in
        trust, specifically pledged as security for and dedicated solely to the
        benefit of the Holders (A) money, (B) U.S. Government Obligations which,
        through the payment of interest thereon and principal thereof in
        accordance with their terms, will provide money or (C) a combination of
        money and U.S. Government Obligations, in an amount sufficient (without
        consideration of any reinvestment of interest on such funds) in the
        opinion (with respect to (B) and (C)) of a


                                       43
<PAGE>   51

        nationally recognized firm of independent public accountants expressed
        in an Accountants' Certificate delivered to the Trustee to pay and
        discharge all the principal of and interest on the Notes not later than
        one day before the dates such payments are due in accordance with the
        terms of the Notes;

                        (2) the Company must deliver to the Trustee:

                                (i) irrevocable instructions to apply such money
                or the proceeds of such U.S. Government Obligations to the
                payment of principal of and interest on the Notes at maturity or
                redemption, as the case may be;

                                (ii) an Officers' Certificate and an Opinion of
                Counsel, each stating that all conditions precedent provided in
                Sections 301(c) and 301(d) have been complied with;

                                (iii) an Officers' Certificate certifying as to
                whether the Notes are then listed on the New York Stock
                Exchange;

                                (iv) if the Notes are then listed on the New
                York Stock Exchange, the Company shall have delivered to the
                Trustee an Opinion of Counsel to the effect that the Company's
                exercise of its option under this Section would not cause the
                Notes to be delisted;

                                (v) an Opinion of Counsel to the effect that the
                deposit and related defeasance would not cause the Holders of
                the Notes to recognize income, gain, or loss for federal income
                tax purposes and that the Holders will be subject to federal
                income tax on the same amount and in the same manner and at the
                same times as would have been the case if the deposit and
                related defeasance had not occurred and, in the case of a
                Discharge pursuant to paragraph (b)(i) above, accompanied by a
                revenue or private letter ruling to such effect received from or
                published by the Internal Revenue Service; and

                                (vi) an Opinion of Counsel to the effect that
                (A) the trust funds will not be subject to any rights of Holders
                of Senior Indebtedness, including, without limitation, those
                rights arising under Article Ten of this Indenture; (B) in the
                case of a Discharge pursuant to paragraph (b)(1) above and
                subject to customary exclusions and exceptions reasonably
                acceptable to the Trustee, (1) the Company has authorization to
                establish an irrevocable trust in favor of the Trustee for the
                benefit of the Holders under applicable law and the action in
                establishing the irrevocable trust has been duly and properly
                authorized by the Company and such authorization has not been
                revoked, (2) the Trustee is an Independent trustee with respect
                to the irrevocable trust, (3) a valid trust is created at the
                time of such irrevocable deposit and (4) the Holders will have
                the sole beneficial ownership interest under applicable law in
                the money so deposited in such trust; and (C) if a court of
                competent jurisdiction were to rule under any Bankruptcy Laws
                that the trust funds remained property of the Company, (1) the
                Trustee will hold, for the benefit of the Holders, a valid and
                first priority perfected security interest in such


                                       44
<PAGE>   52


                trust funds that, after the expiration of any applicable
                preference period (as specified in such opinion), is not
                avoidable under the Bankruptcy Laws of any jurisdiction, (2) the
                Holders will be entitled to receive adequate protection of their
                interests in such trust funds under 11 U.S.C. Section(s) 361,
                362, 363 and 364 and (3) no property, rights in property or
                other interests granted to the Trustee for the benefit of the
                Holders or to the Holders in exchange for or with respect to any
                of such trust funds will be subject to any prior rights of
                Holders of Senior Indebtedness, including, without limitation,
                those rights arising under Article Ten of this Indenture;

                For the limited purpose of the Opinion of Counsel referred to in
this paragraph (c)(2)(vi), such opinion may contain (1) either (A) an assumption
that the conclusions contained in a letter by a nationally recognized appraisal
firm that (i) the value of the trust assets is reasonably equivalent to the
amount of Notes then Outstanding, plus accrued and unpaid interest thereon, as
of the date of the deposit and (ii) the Discharge or defeasance pursuant to
paragraph (b) above of the principal amount of the Notes then Outstanding, plus
accrued and unpaid interest thereon, as of the date of the transfer, is fair
consideration for the transfer of the trust assets to the trust, are accurate,
provided that such letter is also addressed and delivered to the Trustee, or (B)
an assumption that the conclusions contained in a customary valuation letter by
a nationally recognized appraisal firm, dated as of the date of the deposit and
taking into account such deposit, or, at counsel's option, a customary
alternative certificate reasonably acceptable to the Trustee, to the effect that
the Company, as a result of the transfer, will not (i) be insolvent (either
because its financial condition is such that the sum of its debts is greater
than all of its assets, at a fair valuation, or because the present fair
saleable value of its assets will be less than the amount required to pay its
probable liability on its debts as they become absolute and matured), (ii) have
unreasonably small capital for the business in which it is or will be engaged or
(iii) have incurred or planned to incur debts beyond its ability to pay as such
debts mature, are accurate, provided that (x) such valuation letter is also
addressed and delivered to the Trustee and (y) the Company delivers to the
Trustee a letter by a nationally recognized appraisal firm to the effect that
the value of the trust assets is reasonably equivalent to the amount of the
Notes then Outstanding, plus accrued and unpaid interest thereon, as of the date
of the deposit; or

                        (2) a representation that (A) the Notes are the legal,
        valid, binding and enforceable obligations of the Company, and the
        Company's payment obligations are not avoidable under any Bankruptcy
        Laws, and (B) the trust funds are not subject to recapture by or on
        behalf of the Company under any Bankruptcy Laws;

                        (3) no Default or Event of Default (including as a
        result of such deposit) shall have occurred and be continuing on the
        date of such deposit and such deposit will not result in a breach or
        violation of, or constitute a default under, any other instrument to
        which the Company is a party or by which it is bound, as evidenced to
        the Trustee in an Officers' Certificate delivered to the Trustee
        concurrently with such deposit;

                        (4) the Company shall have paid or duly provided for
        payment of all sums payable by the Company under this Indenture and the
        Notes; and


                                       45
<PAGE>   53


                        (5) the Company shall have delivered to the Trustee an
        Opinion of Counsel to the effect that the Company's exercise of its
        option under this provision will not result in the Company, the Trustee
        or the trust to be required to register as an "investment company" under
        the Investment Company Act.

                (d) It is the intention of the parties hereto that a valid trust
for the benefit of the Holders be created at the time that the Company makes the
deposit pursuant to this Section 301. Solely as protection for the Holders in
the event that a court of competent jurisdiction were to determine in the future
either that (i) such trust had not been validly created or (ii) such trust is
not enforceable, the Company, at the time the Company makes such deposit, will
take any and all acts necessary to create and perfect, in favor of the Holders,
a first-priority security interest in the money so deposited and shall take any
other action and execute and deliver any other documents that may reasonably be
requested by the Trustee to effectuate such security interest, and shall do all
of the above at such appropriate time so that such security interest shall
attach to the deposit at the time such deposit is made.

        SECTION 302. Application of Trust Money. All money and U.S. Government
Obligations deposited with the Trustee or such other trustee pursuant to Section
301 shall be held in trust and applied by the Trustee or such other trustee, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent), as the Trustee or such other trustee may determine, to the
Persons entitled thereto, of the principal and interest for whose payments such
money and U.S. Government Obligations have been deposited with the Trustee or
such other trustee. All such money and U.S. Government Obligations shall be
segregated and held in a separate trust. Money, U.S. Government Obligations and
proceeds thereof so held in trust, to the extent allocated for the payment of
the Notes, shall not be subject to the provisions of Article Ten (other than, in
the case of a defeasance pursuant to Section 301(b)(ii), Section 1001).

        SECTION 303. Repayment to the Company. Subject to Section 302, the
Trustee and the Paying Agent shall promptly pay to the Company upon request any
excess money or U.S. Government Obligations held by them at any time and
thereupon shall be relieved from all liability with respect to such money. The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal or interest that remains unclaimed for
two years; provided, however, that the Company shall, if requested by the
Trustee or such Paying Agent, give the Trustee or such Paying Agent satisfactory
indemnification against any and all liability which may be incurred by it by
reason of such payment; and provided further, that the Trustee or such Paying
Agent before being required to make any payment shall at the expense of the
Company cause to be published once in a newspaper of general circulation in The
City of New York and mail to each Holder entitled to such money notice that such
money remains unclaimed and that, after a date specified therein, which shall be
at least 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look to the Company
for payment as general creditors unless an applicable law designates another
Person.

        SECTION 304. Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 302 by
reason of any legal



                                       46
<PAGE>   54

proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 301 until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 302; provided, however, that
if the Company has made any payment of interest on or principal of any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

       SECTION 305. Indemnity. The Company shall indemnify the Trustee and hold
it harmless against any tax, fee or other charge imposed on or assessed against
the money or U.S. Government Obligations deposited with the Trustee under this
Article Three or any interest or other income derived therefrom.

                                  ARTICLE FOUR

                              DEFAULTS AND REMEDIES

       SECTION 401. Events of Default. "Events of Default", wherever used
herein, means any one of the following events:

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

              (2) The Company defaults in the payment of the principal of any
Note when the same becomes due and payable at maturity, upon redemption,
repayment pursuant to Section 711 or otherwise, whether or not such payment is
prohibited by Article Ten;

              (3) The Company fails to observe, perform or comply with any of
its other agreements or covenants in or provisions of the Notes or this
Indenture and the failure to observe, perform or comply continues for the period
and after the notice specified below;

              (4) A default or defaults occur under any mortgage, indenture,
bond, note, debenture or other instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness of the Company or any
of its Restricted Subsidiaries, whether such Indebtedness now exists or shall be
created hereafter, and such Indebtedness shall have been accelerated (or shall
have matured); provided that the principal amount of Indebtedness with respect
to which any such default or defaults and acceleration (or maturity) has
occurred and is continuing, together with the principal amount of all other
Indebtedness with respect to which such a default or defaults and acceleration
(or maturity) has occurred and is continuing, aggregates $5,000,000 or more;

              (5) The Company or any of its Restricted Subsidiaries pursuant to
or within the meaning of Title 11 of the United States Code or any similar
federal or state law for the relief of debtors or affecting creditors' rights
(collectively, "Bankruptcy Law"):


                                       47
<PAGE>   55

                     (i) commences a voluntary case or any other action or
       proceeding,

                     (ii) consents by answer or otherwise to the commencement
       against it of an involuntary case or any other action or proceeding,

                     (iii) seeks or consents to the appointment of a receiver,
       trustee, assignee, liquidator, custodian or similar official
       (collectively, a "Custodian") of it or for all or substantially all of
       its Property,

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

                     (v) generally is unable to pay its debts as the same become
       due;

              (6) A court of competent jurisdiction enters an order or decree
under any Bankruptcy Law or under any law affecting creditors' rights that is
similar to a Bankruptcy Law that:

                     (i) is for relief against the Company or any of its
       Restricted Subsidiaries in an involuntary case in bankruptcy or any other
       action or proceeding for any other relief,

                     (ii) appoints a Custodian of the Company or any of its
       Restricted Subsidiaries or for all or substantially all of the Property
       of the Company or any of its Restricted Subsidiaries, or

                     (iii) orders the liquidation of the Company or any of its
       Restricted Subsidiaries, and in each case the order or decree remains
       unstayed and in effect for 60 days, or any dismissal, stay, rescission or
       termination ceases to remain in effect;

              (7) one or more judgments or orders shall have been rendered
against the Company or any of its Restricted Subsidiaries in an aggregate amount
in excess of $5,000,000 and shall not have been discharged and either (x) an
enforcement proceeding shall have been commenced by any creditor upon any such
judgment or (y) there shall be any period of 90 consecutive days during which a
stay of enforcement of such judgments, by reason of a pending appeal or
otherwise, shall not be in effect; or

              (8) Any Gaming License of the Company or any of its Subsidiaries
is revoked, terminated or suspended or otherwise ceases to be effective,
resulting in the cessation or suspension of operation for a period of more than
90 days of the casino business of any casino hotel owned, leased, or operated
directly or indirectly by the Company or any of its Subsidiaries (other than any
voluntary relinquishment of a Gaming License if such relinquishment is, in the
judgment of the Company, both desirable in the conduct of the business of the
Company and its Subsidiaries, taken as a whole, and not disadvantageous in any
material respect to the Holders).

       A Default under clause (3) is not an Event of Default until the Trustee
or the Holders of at least 25% in principal amount of the Outstanding Notes
provide written notification to the Company (and the Trustee, in the case of
Holders giving notice) of the Default and the Company does not cure the Default
within 60 days after receipt of the notice. Any notice of Default must


                                       48
<PAGE>   56

specify the Default, demand that it be remedied and state that the notice is a
"Notice of Default". Such notice shall be given by the Trustee if so requested
by Holders of at least 25% in principal amount of the then Outstanding Notes.

       SECTION 402. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default occurs and is continuing (other than an Event of Default as
defined in clauses (5) and (6) of Section 401), then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Notes may declare the principal of, and all accrued but unpaid
interest on, all the Notes to be due and payable by a notice, in writing, to the
Company (and the Trustee in the case of a notice given by Holders) and upon any
such declaration such principal and accrued interest shall become due and
payable immediately. In case an Event of Default as defined in clauses (5) and
(6) of Section 401 occurs, the principal of and interest on the Notes shall
become immediately due and payable without any declaration or act on the part of
the Holders or the Trustee.

       In the event of a declaration of acceleration because an Event of Default
as defined in clause (4) of Section 401 has occurred, and is continuing, such
declaration and its consequences shall be automatically rescinded and annulled
if (x) in the case of Indebtedness that has been accelerated, the Holders of
such Indebtedness shall have rescinded the declaration of acceleration and the
consequences thereof within 10 days of such declaration or, in the case of
Indebtedness that has matured, such Indebtedness has been discharged in full
within 10 days following maturity, (y) the Company shall have delivered an
Officers' Certificate certifying such rescission or discharge to the Trustee and
(z) no other Event of Default shall have occurred and be continuing.

       At any time after the Notes have been accelerated and before a judgment
or decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article Four provided, the Holders of not less than a
majority in principal amount of the Notes Outstanding, by notice to the Company
and the Trustee, may rescind and annul such acceleration and its consequences
if:

              (1) there has been paid or deposited with the Trustee a sum
sufficient to pay

                     (A) all overdue installments of interest on all Notes,

                     (B) the principal of any Notes which have become due
       otherwise than by such declaration of acceleration and interest thereon
       at the rate borne by the Notes,

                     (C) to the extent the payment of such interest is lawful,
       interest upon overdue installments of interest at the rate borne by the
       Notes, and

                     (D) all sums paid or advanced by the Trustee hereunder and
       the reasonable compensation, expenses, disbursements and advances of the
       Trustee and its agents and counsel;

              (2) all Defaults and Events of Default, other than the non-payment
of the principal of and interest on the Notes that have become due solely by
such acceleration, have been cured or waived as provided in Section 413;


                                       49
<PAGE>   57

              (3) the rescission would not conflict with any judgment or order
of a court of competent jurisdiction; and

              (4) in the event of a cure or waiver of a Default or Event of
Default under clause (4) of Section 401, the Trustee shall have received an
Officers' Certificate of the Company and an Opinion of Counsel that the default
giving rise to such Default or Event of Default has been cured or waived.

       No such rescission shall affect any subsequent default or impair any
right consequent thereon.

       SECTION 403. Collection Suits by Trustee. If an Event of Default
specified in clause (1) or (2) of Section 401 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any other obligor on the Notes for the whole amount of
principal and accrued interest remaining unpaid, together with, to the extent
that payment of such interest is lawful, interest on overdue principal and
interest on overdue installments of interest, in each case at the rate per annum
borne by the Notes and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

       If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial and non-judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture, the
Notes or in any other agreement or instrument or in aid of the exercise of any
power granted herein or therein, or to enforce any other proper remedy.

       SECTION 404. Trustee May File Proofs of Claim.

              (a) In the case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or to the Property of the Company or of such other obligor, the Trustee
(irrespective of whether the principal of the Notes shall then be due and
payable as therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company or
such other obligor for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                     (1) to file and prove a claim for the whole amount of
       principal and interest owing and unpaid in respect of the Notes
       (including post-petition interest) and to file such other papers or
       documents as may be necessary or advisable in order to have the claims of
       the Trustee (including any claim for the reasonable compensation,
       expenses, disbursements and advances of the Trustee, its agents and
       counsel) and of the Holders allowed in such judicial proceeding, and

                     (2) to collect and receive any monies or other Property
       payable or deliverable on any such claims and to distribute the same;


                                       50
<PAGE>   58

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 507.

              (b) Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding, except that the
Trustee may vote on behalf of the Holders for the appointment of a trustee in
bankruptcy without soliciting or canvassing any Holder for consent or approval.

       SECTION 405. Trustee May Enforce Claims Without Possession of Notes. All
rights of action and claims under this Indenture or the Notes may be prosecuted
and enforced by the Trustee without the possession of any of the Notes or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.

       SECTION 406. Application of Money Collected. Any money collected by the
Trustee pursuant to this Article Four shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or interest, upon presentation of the Notes
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

              First: To the payment of all amounts due the Trustee under Section
507;

              Second: To Holders of Senior Indebtedness to the extent required
by Article Ten;

              Third: To the payment of the amounts then due and unpaid upon the
Notes for principal and interest, in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Notes for principal
and interest, respectively; and

              Fourth: To the Company or any other obligor on the Notes, as their
interests may appear or as a court of competent jurisdiction may direct.

       The Trustee may set a record date and payment date for any payment to
Holders pursuant to this Section.

       SECTION 407. Limitation on Suits. No Holder shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless


                                       51
<PAGE>   59

              (1) such Holder has previously given written notice to the Trustee
of a continuing Event of Default,

              (2) the Holders of not less than 25% in principal amount of the
Outstanding Notes have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder,

              (3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the losses, expenses and liabilities to be incurred in
compliance with such request,

              (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding, and

              (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of not less than a
majority in principal amount of the Outstanding Notes,

it being understood and intended that no one or more Holders shall have any
right in any manner by virtue of, or by availing itself of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the ratable benefit of all the Holders.

       SECTION 408. Unconditional Right of Holders to Receive Principal and
Interest. Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the absolute and unconditional right to receive payment of
the principal of and interest on such Note on or after the respective dates
expressed in such Note and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

       SECTION 409. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or the Holder after exhaustion
of all rights to appeal, then and in every such case the Company, the Trustee
and the Holders shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

       SECTION 410. Rights and Remedies. No right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

       SECTION 411. Delay or Omission Not. No delay or omission of the Trustee
or of any Holder of any Note to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an


                                       52
<PAGE>   60

acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

       SECTION 412. Control by Holders. The Holders of not less than a majority
in principal amount of the Outstanding Notes shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee, provided
that

              (1) such direction shall not be in conflict with any rule of law
or with this Indenture;

              (2) the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, determines that the action
so directed may not lawfully be taken or if the Trustee in good faith shall, by
a Trust Officer or Trust Officers, determine that the proceedings so directed
would involve it in personal liability or be unduly prejudicial to the Holders
not taking part in such direction; and

              (3) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

       SECTION 413. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Notes may on behalf of the
Holders of all the Notes waive any past Default hereunder and its consequences,
except a Default

              (1) in the payment of the principal of or interest on any Note; or

              (2) in respect of a covenant or provision hereof which under
Article Six cannot be modified or amended without the consent of the Holder of
each Outstanding Note affected;

provided, however, that no default in the payment of any amount due to the
Trustee under Section 507 or any other provision hereof may be waived by the
Holders without the Trustee's written consent.

       Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture, but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

       SECTION 414. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant, but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by one or more Holders


                                       53
<PAGE>   61

holding in the aggregate more than 10% in principal amount of the Outstanding
Notes, or to any suit instituted by any Holder pursuant to Section 408.

       SECTION 415. Limitation on Trustee's Security. Notwithstanding any other
provision contained herein, or any right, interest, lien or remedy created,
granted or otherwise provided hereunder, by law or otherwise, for so long as any
of the Notes shall be outstanding, the Trustee shall not have and shall not,
without consent of the Indiana Commission or the Missouri Commission, as
applicable, seek, accept or exercise any security interest or rights of any kind
related to possession or ownership of:

              (1) any license issued by either the Indiana Commission or the
Missouri Commission or any interest in a license issued by either the Indiana
Commission or the Missouri Commission,

              (2) any ownership interest defined in 11 Missouri Code of State
Regulations ("CSR") 45-10.040, in the Issuer, any Affiliate of the Issuer or any
other obligor or guarantor with respect to the Notes that is a license of the
Commission, or

              (3) any slot machine as defined in and subject to the requirements
of 11 CSR 45-10.055,

including but not limited to (i) rights as a pledgee, hypothecate or
transferee, (ii) right to gain title, ownership, possession or control of such
property and assets and (iii) the ability to require such property and assets to
be transferred in any way.

                                  ARTICLE FIVE

                                   THE TRUSTEE

       SECTION 501. Certain Duties and Responsibilities.

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

                     (1) the Trustee undertakes to perform such duties and only
       such duties as are specifically set forth in this Indenture, and no
       implied covenants or obligations shall be read into this Indenture
       against the Trustee; and

                     (2) in the absence of bad faith on its part, the Trustee
       may conclusively rely, as to the truth of the statements and the
       correctness of the opinions expressed therein, upon certificates or
       opinions furnished to the Trustee and conforming to the requirements of
       this Indenture; but in the case of any such certificates or opinions
       which by any provision hereof are specifically required to be furnished
       to the Trustee, the Trustee shall examine the same to determine whether
       or not they appear to conform to the requirements of this Indenture.

              (b) In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same


                                       54
<PAGE>   62

degree of care and skill in their exercise as a prudent Person would exercise or
use under the circumstances in the conduct of such Person's own affairs.

              (c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

                     (1) this subsection shall not be construed to limit the
       effect of subsection (a) of this Section;

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

                     (3) the Trustee shall not be liable with respect to any
       action taken or omitted to be taken by it in good faith in accordance
       with the direction of the Holders of a majority in principal amount of
       the Outstanding Notes relating to the time, method and place of
       conducting any proceeding for any remedy available to the Trustee, or
       exercising any trust or power conferred upon the Trustee, under this
       Indenture; and

                     (4) no provision of this Indenture shall require the
       Trustee to expend or risk its own funds or otherwise incur any financial
       liability in the performance of any of its duties hereunder, or in the
       exercise of any of its rights or powers, if it shall have reasonable
       grounds for believing that repayment of such funds or adequate indemnity
       against such risk or liability is not reasonably assured to it.

              (d) The Trustee shall examine any certificates or other documents
furnished to it pursuant to the provisions of this Indenture to determine
whether or not such certificates or other documents conform to the requirements
of such provisions.

              (e) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 501.

       SECTION 502. Notice of Defaults. Within 90 days after the occurrence of
any Default hereunder, the Trustee shall transmit to all Holders notice of such
Default hereunder known to the Trustee in the manner provided in Section 107,
unless such Default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of or interest
on any Note, the Trustee shall be protected in withholding such notice if and so
long as the Board of Directors and/or Trust Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders.

       SECTION 503. Certain Rights of Trustee. Except as otherwise provided in
Section 501:

              (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;


                                       55
<PAGE>   63

              (b) any request or direction of the Company shall be sufficiently
evidenced by a Company Request;

              (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in good faith on its part, rely upon an
Officers' Certificate;

              (d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

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

              (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

              (g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

              (h) nothing in this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties or the exercise of any of its rights or powers
hereunder;

              (i) the Trustee shall have no duty to inquire as to the
performance of the Company's covenants in Article Seven hereof. In addition, the
Trustee shall not be deemed to have knowledge of any Default or Event of
Default, except (i) any Default or Event of Default occurring pursuant to
Section 401(1), 401(2) or 701, or (ii) any Default or Event of Default of which
the Trustee shall have received written notification or obtained actual
knowledge; and

              (j) delivery of reports, information and documents to the Trustee
under Article Seven is for informational purposes only and the Trustee's receipt
of the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).


                                       56
<PAGE>   64

       SECTION 504. Not Responsible for Recitals or Issuance of Notes. The
recitals contained herein and in the Notes (except the Trustee's certificate of
authentication) shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to validity or sufficiency of this Indenture or the Notes.
The Trustee shall not be accountable for the use or application by the Company
of the proceeds from the issuance of the Notes.

       SECTION 505. May Hold Notes. The Trustee, any Paying Agent, any Registrar
or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Notes and, subject to Sections 508 and 512, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Registrar or such other agent.

       SECTION 506. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company. The
Trustee shall apply funds deposited with or transferred to it by or on behalf of
the Company for the purposes so deposited or transferred and in accordance with
the terms of this Indenture.

       SECTION 507. Compensation and Reimbursement. The Company agrees:

              (1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

              (2) except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

              (3) to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

       The Trustee shall promptly notify the Company of any claim asserted
against the Trustee for which it may seek indemnity.

       As security for the performance of the obligations of the Company under
this Section 507, the Trustee shall have a Lien senior and prior to the Notes
upon all Property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of or interest on Notes.

       Notwithstanding the satisfaction and discharge of the Indenture, the
obligations of the Company to the Trustee under this Section 507 shall survive.


                                       57
<PAGE>   65

       When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in clause (5) or (6) of Section 401, the expenses
and the compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

       SECTION 508. Eligibility; Disqualification. This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1) and shall
always have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. If the Trustee has or
shall acquire any "conflicting interest" within the meaning of Section 310(b) of
the TIA, the Trustee and the Company shall in all respects comply with the
provisions of Section 310(b) of the TIA.

       SECTION 509. Resignation and Removal; Appointment of Successor.

              (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article Five shall become effective until
the acceptance of appointment by the successor Trustee under Section 510.

              (b) The Trustee may resign at any time by giving written notice
thereof to the Company, the New Jersey Commission, the New Jersey Division, the
Nevada Commission and the Nevada Control Board and any other Gaming Authority at
least 30 days prior to the proposed resignation.

              (c) The Trustee may be removed at any time by an Act of the
Holders of a majority in principal amount of the Outstanding Notes, delivered to
the Trustee and to the Company.

              (d) The Company, by action of an Authorized Officer, may remove
the Trustee at any time if:

                     (1) the Trustee fails to comply with Section 508;

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

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

                     (4) the Trustee becomes incapable of acting; or

                     (5) the Trustee becomes disqualified under any applicable
       provision of the New Jersey Act or is found unsuitable under any
       applicable provision of the Nevada Act, or the Trustee's relationship
       with the Company may, in the Company's discretion, jeopardize any
       material Gaming License or franchise or right or approval granted
       thereto.

              (e) If the Trustee fails to comply with Section 508, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.


                                       58
<PAGE>   66

              (f) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by action of an Authorized Officer, shall promptly appoint a successor
Trustee. Within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee to replace the successor Trustee
appointed by the Company may be appointed by an Act of the Holders of a majority
in principal amount of the Outstanding Notes delivered to the Company and the
retiring Trustee. If, within 30 days after the retiring Trustee resigns or is
removed, no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner provided in Section 510, the
retiring Trustee, the Company or the Holders of at least 10% in aggregate
principal amount of the then Outstanding Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

              (g) The Company shall give notice to all Holders in accordance
with Section 107 of each resignation and each removal of the Trustee and each
appointment of a successor Trustee. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

       SECTION 510. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and the successor Trustee and the Company shall enter into a supplemental
indenture, pursuant to Section 601 hereof, evidencing the appointment of the
successor Trustee. Thereupon, the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee. On request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee. The retiring Trustee shall promptly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder, subject to the Lien, if any, provided
for in Section 507. Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts.

       No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article Five and under the TIA.

       Notwithstanding the replacement of the Trustee pursuant to this Section
510, the Company's obligations under Section 507 hereof shall continue for the
benefit of the retiring Trustee in connection with its rights and duties
hereunder prior to such replacement.

       SECTION 511. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article Five,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case


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<PAGE>   67

any Notes shall have been authenticated, but not delivered, by the Trustee then
in office, any successor Trustee by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.

       SECTION 512. Preferential Collection of Claims Against the Company.

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

              (b) For the purposes of interpreting TIA Section 311 under this
Section 512 only:

                     (1) The term "cash transaction" means any transaction in
       which full payment for goods or securities sold is made within seven days
       after delivery of the goods or securities in currency or in checks or
       other orders drawn upon banks or bankers and payable upon demand; and

                     (2) The term "self-liquidating paper" means any draft, bill
       of exchange, acceptance or obligation which is made, drawn, negotiated or
       incurred by the Company for the purpose of financing the purchase,
       processing, manufacturing, shipment, storage or sales of goods, wares or
       merchandise and which is secured by documents evidencing title to,
       possession of, or a Lien upon, the goods, wares or merchandise or the
       receivables or proceeds arising from the sale of the goods, wares or
       merchandise previously constituting the security, provided the security
       is received by the Trustee simultaneously with the creation of the
       creditor relationship with the Company arising from the making, drawing,
       negotiation or incurring of the draft, bill of exchange, acceptance or
       obligation.

       SECTION 513. Reports by Trustee.

              (a) Within 60 days after May 15 of each year, the Trustee shall
transmit by mail to all Holders of Notes, as provided in Subsection (c) of this
Section, a brief report dated as of May 15 of such year if and to the extent
required under TIA Section 313(a).

              (b) The Trustee shall also comply with TIA Section 313(b) and (c).

              (c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Notes are listed, and with the SEC and the Company. The Company will
notify the Trustee when the Notes are listed on any stock exchange.

              (d) The Trustee shall report the names of all Holders to the New
Jersey Division, the New Jersey Commission, the Nevada Control Board, the Nevada
Commission and, if requested in writing by the Company, each other Gaming
Authority so requested by the Company promptly after the initial issuance of the
Notes. The Trustee shall provide to the New Jersey Division, the New Jersey
Commission, the Nevada Control Board, the Nevada


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<PAGE>   68

Commission and, if requested in writing by the Company, each other Gaming
Authority so requested by the Company copies of all written communications from
the Trustee to all Holders, notice of any Default, notice of any transfer or
assignment of the Trustee's rights under this Indenture within five Business
Days thereof, a copy of any amendment to this Indenture or the Notes and notice
of any rescission, annulment or waiver in respect of an Event of Default under
this Indenture.

              (e) The Trustee shall cooperate with the Company in providing
information relating to the Notes or the Holders to any Governmental Authority
pursuant to any Legal Requirement.

                                   ARTICLE SIX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

       SECTION 601. Without Consent of Holders. The Company, when duly
authorized by resolutions of its Board of Directors, and the Trustee, may amend
or supplement this Indenture or the Notes for the benefit of the Holders without
notice to or consent of any Holder:

              (1) to evidence the succession of another Person to the Company,
and the assumption by any such successor of the covenants of the Company
contained herein and in the Notes;

              (2) to evidence the succession of another Trustee, and the
assumption by any such successor Trustee of the obligations of the Trustee
hereunder;

              (3) to add to the covenants of the Company, for the benefit of the
Holders, or to surrender any right or power herein conferred upon the Company;

              (4) to cure any ambiguity, to correct or supplement any provision
herein or in the Notes which may be inconsistent with any other provision herein
or to make any other provisions with respect to matters or questions arising
under this Indenture or the Notes which shall not be inconsistent with the
provisions of this Indenture or the Notes;

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

              (6) to comply with any requirement of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA, as contemplated
by Section 109.

Notwithstanding the above, the Trustee and the Company may not make any change
that adversely affects the legal rights of any Holder hereunder or under the
Notes.

       SECTION 602. With Consent. Subject to Section 408, the Company, when duly
authorized by resolution of its Board of Directors, and the Trustee may amend
this Indenture or the Notes with the written consent of the Holders of at least
a majority in principal amount of the then Outstanding Notes.


                                       61
<PAGE>   69

       Notwithstanding the provisions of this Section 602, without the consent
of each Holder affected, an amendment or waiver, including a waiver pursuant to
Section 413, may not:

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

              (2) reduce the rate of or change the time for or the manner of,
payment of interest, including Defaulted Interest, on any Note;

              (3) reduce the principal, or change the Stated Maturity for the
payment of principal, of any Note, or reduce the Redemption Price of or change
the date on which any Note may be subject to redemption or alter any other
provision with respect to redemption pursuant to the terms of the Notes;

              (4) waive a Default in the payment of the principal of or interest
on or redemption of any Note;

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

              (6) make any change in Section 408, 413 or this Section 602.

       It shall not be necessary under this Section 602 for the consent of the
Holders to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

       An amendment under Section 601 or 602 may not make any change that
adversely affects the rights under Article Ten of any holder of an issue of
Senior Indebtedness unless the holders of such issue pursuant to its terms
consent to the change or the change is otherwise permissible.

       After an amendment under this Section 602 becomes effective, the Company
shall mail to Holders a notice briefly describing the amendment.

       SECTION 603. Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Notes shall be set forth in a supplemental indenture that
complies with the TIA as then in effect.

       SECTION 604. Revocation and Effect of Consents.

              (a) Until an amendment or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
his Note or portion of a Note if the Trustee receives written notice of
revocation before the date on which the Trustee receives an Officers'
Certificate from the Company certifying that the Holders of the requisite
principal amount of Notes have consented to such amendment or waiver. An
amendment or waiver becomes effective upon receipt by the Trustee of such
Officers' Certificate and the written consents from the Holders of the requisite
percentage in principal amount of Notes.


                                       62
<PAGE>   70

              (b) The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment or waiver. If a record date is fixed, then notwithstanding the second
and third sentence of paragraph (a) of this Section 604, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment or waiver or to revoke
any consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 120 days after such record date.

              (c) After an amendment or waiver becomes effective, it shall bind
every Holder.

       SECTION 605. Notation on or Exchange of Notes; Effect of Supplemental
Indenture. If an amendment, supplement or waiver changes the terms of the Notes,
the Trustee may require the Holders to deliver the Notes to the Trustee. The
Trustee may place an appropriate notation on the Notes concerning such changed
terms and return them to the Holders and the Trustee may place an appropriate
notation on any Note thereafter authenticated. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Notes shall issue and
the Trustee shall authenticate new Notes that reflect such changed terms.

       Upon the execution of any supplemental indenture under this Article Six,
this Indenture and, to the extent applicable, the Notes, shall be modified
thereby, and every Holder of any Note authenticated and delivered hereunder,
whether before or after the execution of such supplemental indenture, shall be
bound by this Indenture, as so amended, modified or supplemented.

       SECTION 606. Trustee Protected. The Trustee shall sign all supplemental
indentures, except that the Trustee need not sign any supplemental indenture
that adversely affects its rights. In signing or refusing to sign such amendment
or supplemental indenture, the Trustee shall be entitled to receive and, subject
to Section 501, shall be fully protected in relying upon, an Officers'
Certificate of the Company and an Opinion of Counsel as conclusive evidence that
such amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, that all conditions precedent
to the execution thereof have been met, that it will be valid and binding upon
the Company in accordance with its terms and that, after the execution thereof,
the Company will not be in Default and no Event of Default will have occurred
and be continuing.

                                  ARTICLE SEVEN

                                    COVENANTS

       SECTION 701. Payment of Notes. The Company shall pay the principal of and
interest on the Notes on the dates and in the manner provided in the Notes. An
installment of principal or interest shall be considered paid on the date due if
the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay such installment and is not prohibited from paying such money
to the Holders pursuant to the terms of this Indenture.


                                       63
<PAGE>   71

       The Company shall pay interest on overdue principal at the rate borne by
the Notes; it shall pay interest on overdue installments of interest at the same
rate, to the extent lawful.

       SECTION 702. Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for presentation for payment, registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations or surrenders may be made or served at the Corporate
Trust Office in the City of St. Paul as the office of the Company for purposes
of this paragraph. The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York where Notes may be surrendered for
presentation for payment, for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

       SECTION 703. Money for Note Payments to be Held in Trust. If the Company
(or any other obligor on the Notes) or any Affiliate of the Company (or any such
other obligor) shall at any time act as the Company's Paying Agent, it will, on
or before each due date of the principal of or interest on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee of its action or failure so to act.

       Whenever the Company shall have one or more Paying Agents, it will, on or
prior to each due date of the principal of or interest on any Notes, appoint a
lead Paying Agent and deposit with such lead Paying Agent a sum sufficient to
pay the principal or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal or interest, and (unless
such lead Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

       The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent will
agree with the Trustee, subject to the provisions of this Section 703, that such
Paying Agent will:

              (1) hold all sums held by it for the payment of the principal of
or interest on the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided;


                                       64
<PAGE>   72

              (2) give the Trustee notice of any default by the Company (or any
other obligor upon the Notes including the Company) in the making of any payment
in respect of principal or interest; and

              (3) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.

       For the purpose of obtaining the satisfaction and discharge of this
Indenture pursuant to Article Three or for any other purpose, the Company may at
any time pay, or by a Company Request direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent,
respectively. Such sums are to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent. Upon
any such payment, the Company and any such Paying Agent shall be released from
all further liability with respect to such money.

       SECTION 704. Limitation on Restricted Payments.

              (a) The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, (i) declare or pay any dividend on or
make any distribution or payment on its Capital Stock or to its stockholders (in
their capacity as stockholders) (other than dividends or distributions payable
solely in its Qualified Capital Stock and, in the case of a Restricted
Subsidiary, dividends or distributions payable to the Company or a Wholly Owned
Subsidiary), (ii) purchase, redeem or otherwise acquire or retire for value, any
shares of Capital Stock of the Company (except, in the case of a Restricted
Subsidiary, from the Company) or any Subsidiary of the Company (other than a
Wholly Owned Subsidiary), (iii) acquire, retire or redeem any Indebtedness of or
otherwise make any Investment in any Affiliate of the Company (other than a
Wholly Owned Subsidiary) or (iv) purchase, redeem or otherwise acquire or retire
for value, prior to any scheduled maturity, scheduled repayment or scheduled
sinking fund or mandatory redemption payment, Indebtedness of the Company or of
any Affiliate of the Company that is subordinated (whether pursuant to its terms
or by operation of law) in right of payment to the Notes and which is scheduled
to mature (after giving effect to any and all unconditional (other than as to
the giving of notice) options to extend the maturity thereof) on or after the
maturity date of the Notes, if at the time of any such declaration,
distribution, payment, purchase, redemption, acquisition or retirement
(collectively, the "Restricted Payments") and after giving effect thereto
(including, without limitation, in calculating on a pro forma basis, as if such
proposed Restricted Payment had been made, the Consolidated Fixed Charge
Coverage Ratio of the Company for purposes of clause (y) below):

                     (x) any Event of Default shall have occurred and be
       continuing; or

                     (y) the Company could not incur at least $1.00 of
       additional Indebtedness pursuant to Section 705(a); or

                     (z) the aggregate amount of Restricted Payments for all
       such purposes made subsequent to September 28, 1994 would exceed an
       amount equal to the sum of (i) 50% of aggregate Consolidated Net Income
       (or if such aggregate Consolidated Net


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<PAGE>   73

       Income shall be a deficit, minus 100% of such deficit) accrued on a
       cumulative basis in the period commencing on September 28, 1994 and
       ending on the last day of the fiscal quarter immediately preceding the
       relevant Transaction Date, (ii) the aggregate net proceeds, including
       cash and the fair market value of Property other than cash (as determined
       in good faith by the Board of Directors of the Company, whose
       determination shall be conclusive, and evidenced by a resolution of such
       Board of Directors filed with the Trustee) received by the Company from
       the issuance or sale to any Person (other than a Subsidiary of the
       Company) during the period commencing on September 28, 1994 and ending on
       such Transaction Date of Qualified Capital Stock of the Company (other
       than Capital Stock of the Company issued upon conversion of or in
       exchange for securities of the Company, except to the extent of any
       payment to the Company in addition to the securities of the Company
       surrendered) and (iii) to the extent not included in clause (ii) above,
       the aggregate net proceeds, including cash and the fair market value of
       Property other than cash (as determined in good faith by the Board of
       Directors of the Company, whose determination shall be conclusive, and
       evidenced by a resolution of such Board of Directors filed with the
       Trustee) received by the Company from the issuance or sale to any Person
       (other than a Subsidiary of the Company) during the period commencing on
       September 28, 1994 and ending on such Transaction Date, of any debt
       securities evidencing Indebtedness of the Company or of any Redeemable
       Stock of the Company, if, and to the extent that, as of such Transaction
       Date such debt securities or Redeemable Stock, as the case may be, have
       been converted into, exchanged for or satisfied by the issuance of
       Qualified Capital Stock of the Company; provided, however, that, if the
       Company and its Restricted Subsidiaries have made any Investments during
       the period commencing on September 28, 1994 and ending on such
       Transaction Date, the proceeds of which Investments were used, directly
       or indirectly, by the recipients thereof to purchase Qualified Capital
       Stock of the Company or other securities that have been converted into,
       exchanged for or satisfied by the issuance of Qualified Capital Stock of
       the Company, the aggregate amount determined under clauses (ii) and (iii)
       shall be net of the aggregate amount of such Investments.

              (b) The provisions of this Section 704 shall not prohibit:

                     (i) the Company or any Restricted Subsidiary from paying a
       dividend on its own Capital Stock within 60 days after the declaration
       thereof if, on the date when the dividend was declared, the Company or
       such Restricted Subsidiary, as the case may be, could have paid such
       dividend in compliance with the other provisions of this Section 704;

                     (ii) the Company or any Restricted Subsidiary from
       redeeming or repurchasing its securities in the event that the holder of
       such securities has failed to qualify or to be found suitable or
       otherwise eligible under a Gaming Jurisdiction Law to remain as a holder
       of such securities;

                     (iii) Holdings from redeeming, or the Company or any
       Restricted Subsidiary from purchasing, for an amount not exceeding
       $750,000 in the aggregate, all or a portion of the shares of preferred
       stock, Series A, of Holdings outstanding on the Effective Date; or


                                       66
<PAGE>   74

                     (iv) the Company and its Restricted Subsidiaries from
       acquiring shares of Capital Stock of the Company solely in exchange for
       other shares of Capital Stock of the Company that is not Redeemable Stock
       and that is not exchangeable for Redeemable Stock whether upon conversion
       or otherwise;

provided, however, that the aggregate amount of any payment, dividend,
acquisition, redemption or distribution made by the Company or any Restricted
Subsidiary pursuant to subsection (b)(i) or (ii) shall be included in any
computation under Section 704(a) of the aggregate amount of Restricted Payments
made by the Company and its Restricted Subsidiaries, and the aggregate amount of
any payment, dividend, acquisition, redemption or distribution made by the
Company or any Restricted Subsidiary pursuant to subsection (b)(iii) or (iv)
shall not be included in any such computation.

              (c) So long as no Event of Default shall have occurred and be
continuing, the provisions of this Section 704 shall not prohibit the Company
and its Restricted Subsidiaries from:

                     (i) acquiring shares of Capital Stock of the Company (A) to
       eliminate fractional shares, (B) from an employee who has purchased or
       otherwise acquired shares of Capital Stock of the Company under an
       employee stock option or employee stock purchase agreement or other plan
       or agreement reserving to the Company the option to repurchase the shares
       but in no event for a price greater than the higher of fair market value
       or the price at which such securities were sold by the Company and (C)
       pursuant to a court order, provided that the aggregate consideration paid
       by the Company and its Restricted Subsidiaries pursuant to subclauses (A)
       and (B) above shall not exceed $250,000 in any fiscal year of the
       Company;

                     (ii) declaring or paying any dividend on, or redeeming or
       repurchasing, shares of the Series B Preferred Stock outstanding on the
       Effective Date;

                     (iii) redeeming or purchasing the Preferred Share Purchase
       Rights of the Company at a price not exceeding $0.01 per right and
       $2,000,000 in the aggregate;

                     (iv) acquiring, retiring or redeeming any Indebtedness of,
       or otherwise making any Investment in, Tropicana Enterprises in
       connection with the Tropicana Security Deposit or the Tropicana Loan,
       except to the extent that the aggregate amount of any such Investment in
       Tropicana Enterprises in connection with the Tropicana Loan exceeds the
       outstanding principal amount owed to third parties under the Tropicana
       Loan at the Effective Date;

                     (v) purchasing the Tropicana or the Jaffe Partnership
       Interest; or

                     (vi) making any Restricted Payment not otherwise permitted
       by this Section 704, provided that the aggregate amount of Restricted
       Payments made pursuant to this clause (vi) from and after the Effective
       Date shall not exceed $75,000,000;

provided, however, that the aggregate amount of any payment, dividend,
acquisition, redemption or distribution made by the Company or any Restricted
Subsidiary pursuant to subsection (c)(i),


                                       67
<PAGE>   75

(ii), (iii) or (vi) shall be included in any computation under Section 704(a) of
the aggregate amount of Restricted Payments made by the Company and its
Restricted Subsidiaries, and the aggregate amount of any payment, dividend,
acquisition, redemption or distribution made by the Company or any Restricted
Subsidiary pursuant to subsection (c)(iv) or (v) shall not be included in any
such computation.

       SECTION 705. Limitation on Indebtedness.

              (a) The Company will not, and will not permit any Restricted
Subsidiary to, create, incur, assume, guarantee or otherwise become liable with
respect to, or become responsible for the payment of, any Indebtedness unless,
after giving effect thereto, the Consolidated Fixed Charge Coverage Ratio of the
Company is greater than 1.9 to 1.

              (b) Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries may incur, create, assume, guarantee or otherwise become liable
with respect to any or all of the following: (i) Indebtedness not otherwise
permitted pursuant to clauses (ii) through (xi) below in an aggregate amount at
any time outstanding of up to $20,000,000; (ii) Indebtedness evidenced by the
Initial Notes (and any Exchange Notes issued in respect thereof) or the 8-7/8%
Notes; (iii) Indebtedness of the Company and its Restricted Subsidiaries
remaining outstanding immediately after the issuance of the Initial Notes and
application of the proceeds thereof; (iv) Indebtedness to the Company or to a
Restricted Subsidiary; (v) Indebtedness incurred by the Company or any
Restricted Subsidiary in connection with (a) the construction of any new
facility or facilities related to the gaming business or any related business of
the Company or any Restricted Subsidiary or in connection with the expansion by
the Company or any Restricted Subsidiary of any of its existing facilities;
provided, however, that the aggregate principal amount of all such Indebtedness
incurred on and subsequent to the Effective Date shall not exceed $100,000,000,
(b) the maintenance, refurbishment or replacement by the Company or any
Restricted Subsidiary in the ordinary course of business of assets related to
the gaming business or any related business of the Company or any Restricted
Subsidiary or (c) the acquisition of slot machines, gaming tables or other
similar gaming equipment; (vi) Indebtedness under any Credit Facilities in an
aggregate amount of up to $350,000,000; (vii) Indebtedness incurred to purchase
the Tropicana or the Jaffe Partnership Interest or in connection with any
Tropicana Loan Refinancings; (viii) Indebtedness incurred in respect of the
Tropicana Security Deposit; (ix) Indebtedness under Currency Agreements or
Interest Swap Obligations (including any Interest Swap Obligation, the purpose
of which is to alter or replace, or lengthen or shorten the maturity of, any
Interest Swap Obligation previously incurred pursuant to this clause (ix)),
provided that such Currency Agreements or Interest Swap Obligations are related
to payment obligations on Indebtedness otherwise permitted by this Section 705;
(x) Indebtedness incurred in respect of performance bonds, bankers' acceptances,
letters of credit and surety bonds provided by the Company or any Restricted
Subsidiary in the ordinary course of business; and (xi) Indebtedness
("Replacement Indebtedness") the proceeds of which are used to refinance (a) all
or a portion of the Initial Notes (and any Exchange Notes issued in respect
thereof), (b) any other permitted Indebtedness of the Company and its Restricted
Subsidiaries or (c) permitted successor or replacement Indebtedness, in each
case in a principal amount (or, if such Replacement Indebtedness does not
require cash payments prior to maturity, with an original issue price) not to
exceed an amount equal to the aggregate of the principal amount plus any
prepayment penalties, premiums and accrued and unpaid interest on


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<PAGE>   76

the Indebtedness so refinanced and customary fees, expenses and costs related to
the incurrence of such Replacement Indebtedness, provided that, in the case of
this clause (xi), (1) if the Notes are refinanced in part, such Replacement
Indebtedness is expressly made pari passu or subordinate in right of payment to
the remaining Notes, (2) if the Indebtedness to be refinanced is subordinate in
right of payment to the Notes, such Replacement Indebtedness is subordinate in
right of payment to the Notes at least to the extent that the Indebtedness to be
refinanced is subordinate to the Notes, (3) if the Indebtedness to be refinanced
is pari passu in right of payment to the Notes, such Replacement Indebtedness is
pari passu or subordinate in right of payment to the Notes at least to the
extent that the Indebtedness to be refinanced is pari passu to the Notes and (4)
if the Notes are refinanced in part or if the Indebtedness to be refinanced is
subordinate in right of payment to the Notes and scheduled to mature after the
maturity date of the Notes, such Replacement Indebtedness determined as of the
date of incurrence does not mature prior to the final scheduled maturity date of
the Notes and the Average Life of such Replacement Indebtedness is equal to or
greater than the Average Life of the remaining Notes.

       SECTION 706. Limitation on Liens. The Company will not, directly or
indirectly, create, incur, assume or suffer to exist, or permit any Restricted
Subsidiary to create, incur, assume or suffer to exist, any Lien on or with
respect to any of its Property or Capital Stock, whether now owned or hereafter
acquired, or assign, or permit any Restricted Subsidiary to assign, any right to
receive income, other than: (i) Liens existing as of the date of this Indenture
or arising hereafter pursuant to the Credit Facility; (ii) Liens securing Senior
Indebtedness; (iii) Liens in favor of the Company; (iv) Liens securing
Indebtedness (including, without limitation, any obligation, contingent or
otherwise, for borrowed money of any Person secured by any Lien in respect of
Property of the Company or any Restricted Subsidiary, even though neither the
Company nor any Restricted Subsidiary has assumed or become liable for payment
of such obligation) of the Company (other than Senior Indebtedness) or any
Restricted Subsidiary, provided that, with respect to any Indebtedness that is
pari passu with the Notes, the Notes are secured by Liens equal and ratable to
such Liens and, with respect to Indebtedness that is subordinated to the Notes,
the Notes are secured by Liens that are senior to such Liens; and (v) Permitted
Liens. Notwithstanding the foregoing, this provision shall not be applicable to
any Lien on Capital Stock issued by any Restricted Subsidiary that holds,
directly or indirectly, a license, or is a holding company, under the Nevada Act
unless and until such prohibition on incurrence of liens contained in this
Section 706 has been approved by the Nevada Commission, all of the Securities
have been exchanged for Exchange Notes pursuant to an Exchange Offer which has
been approved by the Nevada Commission pursuant to a "shelf approval" or
otherwise, or the Shelf Registration Statement, which has been approved by the
Nevada Commission pursuant to a "shelf approval" or otherwise, has been declared
effective under the Securities Act.

       SECTION 707. Limitation on Payment Restrictions Affecting Restricted
Subsidiaries. The Company will not, and will not permit any Restricted
Subsidiary to, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction which by its terms expressly restricts
the ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions on such Restricted Subsidiary's Capital Stock or pay any
Indebtedness owed to the Company or any Restricted Subsidiary (except that
payment of dividends by Adamar of Nevada may be suspended if required by Section
6.A. of the Stock Pledge), (ii) make any loans or advances to the Company or any
Restricted Subsidiary or (iii) transfer any of its


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<PAGE>   77

Property to the Company or any Restricted Subsidiary, except that (A) clauses
(ii) and (iii) shall be deemed not to apply to any such encumbrances or
restrictions contained in any agreement or instrument (a) relating to any
Indebtedness of the Company or any Restricted Subsidiary existing on the
Effective Date or to the Credit Facility; (b) relating to any Property acquired
by the Company or any Restricted Subsidiary after the Effective Date, provided
that such encumbrance or restriction relates only to the Property which is
acquired; (c) relating to (x) any industrial revenue or development bonds, (y)
any obligation of the Company or any Restricted Subsidiary incurred in the
ordinary course of business to pay the purchase price of Property acquired by
the Company or such Restricted Subsidiary and (z) any lease of Property by the
Company or any Restricted Subsidiary in the ordinary course of business,
provided that such encumbrance or restriction relates only to the Property which
is the subject of such industrial revenue or development bond, such Property
purchased or such Property leased and any such lease, as the case may be; (d)
relating to any Indebtedness of any Restricted Subsidiary at the date of
acquisition of such Restricted Subsidiary by the Company or any Restricted
Subsidiary, provided that such Indebtedness was not incurred in connection with
or in anticipation of such acquisition; and (e) replacing or refinancing
agreements or instruments referred to in clauses (a), (b) and (c), provided that
the provisions relating to such encumbrance or restriction contained in such
replacing or refinancing agreement or instrument are no more restrictive than
the provisions relating to such encumbrance or restriction contained in the
original agreement or instrument, (B) clauses (i), (ii) and (iii) shall be
deemed not to apply to any such encumbrances or restrictions imposed by the New
Jersey Commission, the New Jersey Division, the Nevada Commission, the Nevada
Control Board or any other Gaming Authority and (C) clause (iii) shall be deemed
not to apply to the transfer of Property that is used to secure Indebtedness,
provided that such Indebtedness is permitted to be incurred under the Indenture.

       SECTION 708. Limitation on Capital Stock of Restricted Subsidiaries. The
Company will not (i) permit any of its Restricted Subsidiaries to issue any
Capital Stock to any Person (other than the Company or any Wholly Owned
Subsidiary) that shall entitle the holder of such Capital Stock to a preference
in right of payment in the event of liquidation, dissolution or winding-up of
such Restricted Subsidiary or with respect to dividends of such Restricted
Subsidiary, or (ii) permit any Person (other than the Company or any Wholly
Owned Subsidiary) to hold any Capital Stock.

       Notwithstanding the foregoing, this Section 708 shall not prohibit any
transfer by the Company to any Person of such Capital Stock of either HRN or
Ramada Express, Inc., each a Wholly Owned Subsidiary of the Company that holds a
license under the Nevada Act, unless and until such prohibition on transfer
contained in this Section 708 has been approved by the Nevada Commission, all of
the Securities have been exchanged for Exchange Notes pursuant to an Exchange
Offer which has been approved by the Nevada Commission pursuant to a "shelf
approval" or otherwise, or the Shelf Registration Statement, which has been
approved by the Nevada Commission pursuant to a "shelf approval" or otherwise,
has been declared effective under the Securities Act.

       SECTION 709. Transactions with Affiliates. The Company will not, and will
not permit any of its Restricted Subsidiaries to, enter into any transaction
(including, without limitation, the purchase, sale or exchange of Property, the
making of any Investment, the giving of any guarantee or the rendering of any
service) with any Affiliate of the Company or any Subsidiary


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<PAGE>   78

of the Company (other than a Restricted Subsidiary) unless (i) the Board of
Directors of the Company believes, in its reasonable good faith judgment, based
on full disclosure of all relevant facts and circumstances, that such
transaction is in the best interests of the Company or such Restricted
Subsidiary and (ii) such transaction is on terms no less favorable to the
Company or such Restricted Subsidiary than those that could be obtained in a
comparable arm's length transaction with an entity that is not an Affiliate of
the Company or such Restricted Subsidiary, provided that this Section 709 shall
not be applicable for so long as the Company's common stock is listed for
trading on the New York Stock Exchange or the American Stock Exchange or is
quoted on the National Association of Securities Dealers Automated Quotation
System and designated as a "national market system security."

       SECTION 710. Restriction on Incurrence of Certain Indebtedness. The
Company will not incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment to
Senior Indebtedness and senior in any respect in right of payment to the Notes.
The Company agrees that the Notes will not be subordinate in right of payment to
any other Indebtedness of the Company, other than Senior Indebtedness.

       SECTION 711. Change of Control.

              (a) Upon the occurrence of a Change of Control, each Holder shall
have the right to require that the Company repurchase each such Holder's Notes
pursuant to the offer described in paragraphs (b) and (c) below (the "Change of
Control Offer") at a purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest thereon, if any, to the date of
repurchase.

              (b) Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder and to the Trustee stating:

                     (1) that the Change of Control Offer is being made pursuant
       to this Section 711, that such Holder has the right to require the
       Company to repurchase such Holder's Notes at a purchase price in cash
       equal to 101% the principal amount thereof plus accrued and unpaid
       interest, if any, to the date of repurchase and that all Notes tendered
       will be accepted for payment;

                     (2) the purchase price and the purchase date (which shall
       be no earlier than 30 days and no later than 60 days from the date such
       notice is mailed) (the "Change of Control Payment Date");

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

                     (4) that, unless the Company defaults in making repurchase
       payments, any Note accepted for payment pursuant to the Change of Control
       Offer shall cease to accrue interest after the Change of Control Payment
       Date;

                     (5) that Holders electing to have a Note purchased pursuant
       to the Change of Control Offer will be required to surrender the Note,
       with the form entitled "Option of Holder to Elect Purchase" on the
       reverse of the Note completed to the Paying Agent at the address
       specified in the notice prior to the close of business on the Business


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<PAGE>   79

       Day prior to the Change of Control Payment Date; provided, however, that
       in the case of Notes registered in the name of the Depository Trust
       Company or its nominee, a Note will be deemed surrendered at the time
       that it is transferred by DTC to the account of the Paying Agent by
       book-entry credit if such Note is physically transferred to the Paying
       Agent within five Business Days after such transfer by book-entry credit
       in accordance with DTC's normal procedures;

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

                     (7) the CUSIP number, if any, relating to the Notes to be
       repurchased.

              The notice to Holders shall contain all instructions and materials
necessary to enable such Holders to tender Notes.

              (c) On the Change of Control Payment Date, the Company shall (i)
accept for payment Notes or portions thereof tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the
purchase price of all Notes or portions thereof so tendered and (iii) deliver or
cause to be delivered to the Trustee Notes so accepted together with an
Officers' Certificate stating the Notes or portions thereof tendered to the
Company. The Paying Agent shall promptly mail to the Holder of Notes so accepted
payment in an amount equal to the purchase price, and the Trustee shall promptly
authenticate and mail to such Holders a new Note equal in principal amount to
any unpurchased portion of the Note surrendered. The Company will publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date. For purposes of this Section 711, only
the Trustee or its agent shall act as the Paying Agent.

              SECTION 712. SEC Reports. The Company shall file with the Trustee
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act or otherwise within five
days after such annual reports, information, documents and other reports are
required to be filed with the SEC and, upon request of any Holder, shall
promptly mail such annual reports, information, documents and other reports to
such Holder; provided, however, that if the Company is not subject to Section 13
or 15(d) of the Exchange Act, the Company shall nonetheless file with the SEC
and the Trustee on a timely basis, and, upon request of any Holder, promptly
mail to such Holder, the annual reports, information, documents and other
reports that the Company would be required to file if the Company were subject
to the requirements of Section 13 or 15(d) of the Exchange Act. The Company
shall comply with the provisions of TIA Section 314(a).

              SECTION 713. Compliance Certificates. The Company will deliver to
the Trustee, within 90 days after the end of each fiscal quarter and within 120
days after the end of each fiscal year, which is currently the 52 or 53 weeks
ended on the Thursday nearest December 31, an Officers' Certificate stating that
a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
officers with


                                       72
<PAGE>   80

a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture and further stating, as to each
such officer signing such certificate, that to the best of his knowledge the
Company has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture applicable to it and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
applicable to it (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he may have
knowledge) and that to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest on the Notes are prohibited.

       The Company will deliver to the Trustee forthwith upon becoming aware of
any Default, Event of Default or default in the performance of any covenant,
agreement or condition contained in this Indenture, an Officers' Certificate
specifying such Default, Event of Default or default.

       SECTION 714. Continued Existence and Rights. Subject to Article Eight,
the Company will, and the Company will cause each of its Restricted Subsidiaries
and Significant Subsidiaries to, do or cause to be done all things necessary to
preserve and keep in full force and effect its existence as a corporation and
its rights and franchises; provided, however, that nothing in this Section 714
shall prevent the loss of the corporate existence of any such Subsidiary or any
such right or franchise if such loss is, in the judgment of the Company both
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and not disadvantageous in any material respect to the
Holders.

       SECTION 715. Maintenance of Properties and Other Matters. The Company
will, and will cause each of its Subsidiaries to, maintain its Properties in
good working order and condition and make all necessary repairs, renewals and
replacements; provided, however, that, subject to Article Eight, nothing in this
Section 715 shall prevent the Company or any of its Subsidiaries from
discontinuing the operation and maintenance of any of its Properties, if such
discontinuance is, in the judgment of the Company or the Subsidiary, as the case
may be, both desirable in the conduct of its respective business and not
disadvantageous in any material respect to the Holders.

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

       The Company will keep, and will cause each of its Subsidiaries to keep,
proper books and records of accounts in which full and correct entries will be
made of all its business transactions in accordance with generally accepted
accounting principles. The Company shall cause the


                                       73
<PAGE>   81

books and records of accounts of the Company and its Subsidiaries to be
examined, either on a consolidated or on an individual basis, by one or more
firms of independent public accountants not less frequently than annually. The
Company shall, and shall cause each of its Subsidiaries to, prepare its
financial statements in accordance with generally accepted accounting
principles.

       The Company will, and will cause each of its Subsidiaries to, comply with
all Legal Requirements and to obtain any licenses, permits, franchises or other
governmental authorizations necessary to the ownership or operation of its
Properties or to the conduct of its business including, without limitation, all
Gaming Licenses.

       Notwithstanding the foregoing provisions in this Section 715, failure by
the Company or any of its Subsidiaries to comply with such provisions shall not
be deemed to be a breach of such provisions to the extent that such failure
would not have a material adverse effect on the Company and its Subsidiaries,
taken as a whole.

       SECTION 716. Taxes and Claims. The Company will, and will cause each of
its Subsidiaries to, pay (or, if appropriate, withhold and pay over) prior to
delinquency:

              (1) all taxes, assessments and governmental charges or levies
imposed upon it or its Property (or that it is required to withhold and pay
over) and

              (2) all claims or demands of materialmen, mechanics, carriers,
warehousemen, landlords and other like Persons which if unpaid might result in
the creation of a Lien upon its Properties;

provided, however, that the foregoing need not be paid while being contested in
good faith (and by appropriate proceedings in the opinion of the Company's
independent counsel in any case involving more than $500,000) if (1) adequate
provision for the foregoing has been made and (2) the failure to make such
payments is not adverse in any material respect to the Holders.

       SECTION 717. Waiver of Stay, Extension and Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit
or advantage of, and will actively resist any attempts to claim the benefit of,
any stay or extension law or any usury or other law that would prohibit or
forgive the Company from paying all or any portion of the principal of or
interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or that may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) the Company
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

       SECTION 718. Investment Company Act. The Company shall not, and the
Company shall not permit any Subsidiary of the Company to, become an investment
company within the meaning of the Investment Company Act as such statute and the
regulations thereunder and any successor statute or regulations thereto may from
time to time be in effect, unless the Company or such Subsidiary is exempted
under the Investment Company Act from any requirement to register as an
"investment company".


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<PAGE>   82

                                  ARTICLE EIGHT

                    MERGER, CONSOLIDATION AND SALE OF ASSETS

       SECTION 801. When the Company May Merge, Etc.

              (a) The Company shall not consolidate or merge with or into any
Person, or transfer, sell, lease or otherwise dispose of all or substantially
all of its assets as an entirety to any Person unless:

                     (1) the entity formed by or surviving any such
       consolidation or merger (if other than the Company), or to which such
       sale or transfer shall have been made, is a corporation organized and
       existing under the laws of the United States, any state thereof or the
       District of Columbia;

                     (2) (x) the corporation formed by or surviving any such
       consolidation or merger (if other than the Company), or to which such
       sale or transfer shall have been made, unconditionally assumes by
       supplemental indenture all the obligations of the Company under the Notes
       and this Indenture and (y) such corporation has all Gaming Licenses
       required to operate the casino hotels to be owned by the surviving
       entity;

                     (3) immediately before and immediately after giving effect
       to such transaction, no Default or Event of Default exists;

                     (4) immediately after giving effect to such transaction on
       a pro forma basis, as if such transaction had occurred, the Consolidated
       Net Worth of the surviving entity (including the Company) would be at
       least equal to the Consolidated Net Worth of the Company immediately
       prior to such transaction; and

                     (5) immediately after giving effect to such transaction
       involving the incurrence by the Company or any Subsidiary, directly or
       indirectly, of additional Indebtedness (and treating any Indebtedness not
       previously an obligation of the Company or any of its Subsidiaries
       incurred in connection with or as a result of such transaction as having
       been incurred at the time of such transaction), the Company (if it is the
       continuing corporation) or such other entity could incur at least $1.00
       of additional Indebtedness pursuant to Section 705(a).

              (b) In connection with any consolidation, merger, transfer or
lease contemplated by this provision, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate of the Company and Opinion of Counsel stating
that such consolidation, merger, transfer or lease and the supplemental
indenture in respect thereto comply with this section and that all conditions
precedent herein provided for relating to such transaction have been complied
with and an Accountants' Certificate with respect to compliance with clauses (4)
and (5) of Section 801(a).

       SECTION 802. Successor Corporation Substituted. Upon any consolidation or
merger or any transfer of all or substantially all of the assets of the Company
in accordance with Section 801, the successor corporation formed by such
consolidation or into which the Company


                                       75
<PAGE>   83

is merged or to which such transfer is made, shall succeed to, and be
substituted for, and may exercise every right and power of the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein. When a successor corporation assumes all of the
obligations of the Company under the Notes and this Indenture pursuant to this
Article Eight, the applicable predecessor corporation shall be released from the
obligations so assumed.

                                  ARTICLE NINE

                                   REDEMPTION

       SECTION 901. Notices to Trustee. If the Company desires to redeem Notes
in whole or in part in accordance with the terms hereof or thereof, it shall
notify the Trustee in writing of the Redemption Date and the principal amount of
Notes to be so redeemed.

       If the Company desires to credit Notes it has not previously delivered to
the Trustee for cancellation against the principal amount of Notes to be
redeemed, it shall so notify the Trustee and it shall deliver the Notes with the
notice.

       Except as provided below, the Company shall give each notice provided for
in this Section 901 by a Company Order at least 45 days before the Redemption
Date (except for the notice provided in the event of a Change of Control
pursuant to Section 711 or unless a shorter notice period shall be satisfactory
to the Trustee).

       SECTION 902. Selection of Notes to Be Redeemed. If less than all of the
Notes are to be redeemed, the Trustee shall select the Notes to be redeemed pro
rata or by lot or by any other means that the Trustee determines to be fair and
appropriate. The Trustee shall make the selection from the Notes Outstanding and
not previously called for redemption. Notes in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions (equal to
$1,000 or any integral multiple thereof) of the principal amount of Notes that
have denominations larger than $1,000. Provisions of this Indenture that apply
to Notes called for redemption in whole also apply to Notes called for
redemption in part.

       SECTION 903. Notice of Redemption. At least 30 days but not more than 60
days before a Redemption Date, the Company shall give notice of redemption,
mailed by first-class mail, to each Holder whose Notes are to be redeemed at
such Holders' last address as it appears upon the Register.

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

              (1) the Redemption Date;

              (2) the Redemption Price;

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

              (4) that Notes called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price;


                                       76
<PAGE>   84

              (5) that, unless the Company defaults in making the redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the Redemption Date and the only remaining right of the Holders is to receive
payment of the Redemption Price, together with accrued interest to the
Redemption Date, upon surrender to the Trustee of the Notes;

              (6) if any Note is being redeemed in part, the portion of the
principal amount (in integral multiples of $1,000) of such Note to be redeemed
and that, on and after the Redemption Date, upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed Portion thereof will
be issued in the name of the Holder thereof;

              (7) the provision of the Notes or this Indenture pursuant to which
Notes are being redeemed; and

              (8) the CUSIP number, if any, relating to the Notes to be
redeemed.

       Pursuant to a Company Request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense.

       SECTION 904. Effect of Notice of Redemption. Once notice of redemption is
given, Notes called for redemption become due and payable on the Redemption Date
and at the Redemption Price. Upon surrender to the Paying Agent, such Notes
shall be paid at the Redemption Price plus accrued interest to the Redemption
Date.

       SECTION 905. Deposit of Redemption Price. Prior to the Redemption Date,
the Company shall deposit with the Paying Agent money sufficient to pay the
Redemption Price of and accrued interest on all Notes to be redeemed on the
Redemption Date other than Notes or portions thereof called for redemption on
the Redemption Date that have been delivered by the Company to the Trustee for
cancellation.

       SECTION 906. Notes Redeemed in Part. Upon surrender of a Note that is
redeemed in part, the Trustee shall authenticate for the Holder a new Note equal
in principal amount to the unredeemed portion of the Note surrendered.

       SECTION 907. Redemption Pursuant to Gaming Jurisdiction Law.

              (a) Notwithstanding the other provisions of this Article Nine, if
the New Jersey Commission does not waive the requirement that a Holder or
beneficial owner of Notes must be licensed or found qualified or suitable to
hold or own the Notes under the New Jersey Act, and if such Holder or such
beneficial owner does not become so licensed or is not found qualified or
suitable within any time period specified by the New Jersey Commission or the
New Jersey Act, or if the Nevada Commission finds a Holder or beneficial owner
to be unsuitable under the Nevada Act, or if any other Gaming Authority requires
that Holders or beneficial owners of Notes be licensed or found qualified or
suitable and such Gaming Authority fails to waive such requirement or any
beneficial owner or Holder of Notes does not become so licensed or is not found
qualified or suitable within the applicable time period, the Company shall have
the right, at its option, (i) to require such Holder or beneficial owner to
dispose of all or a portion of such Holder's or beneficial owner's Notes within
120 days after receipt of notice by such Holder or beneficial owner of such
finding by the New Jersey Commission, the Nevada


                                       77
<PAGE>   85

Commission or such other Gaming Authority, as the case may be (or such different
period as may be prescribed by the New Jersey Commission or the Nevada
Commission or such other Gaming Authority), or (ii) to call for redemption the
Notes of such Holder or beneficial owner, on not less than 30 nor more than 60
days' notice (or such different period as may be prescribed by the applicable
Gaming Authority).

              (b) If such Holder or beneficial owner, having been given the
opportunity by the Company to dispose of such Holder's or beneficial owner's
Notes, shall have failed to do so within the prescribed time period, the Company
shall have the right to redeem such Holder's or beneficial owner's Notes on five
days' notice.

              (c) On any redemption of Notes pursuant to this Section 907, the
Redemption Price shall be without premium and the lower of (i) the price at
which such Holder or beneficial owner acquired the Notes, together with (if
permitted by the New Jersey Act or the Nevada Act or other applicable Gaming
Jurisdiction Law, or by the orders of the New Jersey Commission or the Nevada
Commission or other relevant Gaming Authority, as the case may be) accrued
interest to the Redemption Date, and (ii) the lowest closing sale price of the
Notes between the date of the notice given by the New Jersey Commission or the
Nevada Commission or such other Gaming Authority and the date 10 days after such
date, unless a Redemption Price or other payment, remuneration or related terms
or restrictions are required by the New Jersey Commission or the Nevada
Commission or such other Gaming Authority, as the case may be, in which event
such price, terms and restrictions shall be the Redemption Price and terms of
redemption. Each Holder and beneficial owner by accepting a Note agrees to the
provisions of this Section 907 and of Paragraph 7 of the Notes and agrees to
inform the Company upon request made pursuant to this Section 907 of the price
at which such Holder or beneficial owner acquired such Holder's or beneficial
owner's Notes.

              (d) Any redemption notice given by the Company under this Section
907 shall also be provided to the Trustee at the same time and shall state (i)
that the Notes are being called for redemption as a result of the Holder's or
beneficial owner's status under the New Jersey Act or with the New Jersey
Commission, or under the Nevada Act or with the Nevada Commission, or under
another Gaming Jurisdiction Law or with the relevant Gaming Authority, as the
case may be, (ii) whether accrued interest is payable to the Holder under the
New Jersey Act or the Nevada Act or such other Gaming Jurisdiction Law and, if
so, the information required by paragraph (5) of Section 903 hereof and (iii)
the information required by paragraphs (1), (2), (3), (4), (7) and (8) of
Section 903.

              (e) The Trustee shall have no duty to verify a Holder's or
beneficial owner's status under the New Jersey Act or Nevada Act or any other
applicable Gaming Jurisdiction Law or to verify the price at which a Holder or
beneficial owner acquired Notes.

                                   ARTICLE TEN

                                  SUBORDINATION

       SECTION 1001. Agreement to Subordinate. The Company agrees, and each
Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes
is subordinated in right of


                                       78
<PAGE>   86

payment, to the extent and in the manner provided in this Article Ten, to the
prior payment in full of all Senior Indebtedness and that the subordination is
for the benefit of the holders of Senior Indebtedness, and authorizes and
directs the Trustee to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination as provided in this Article Ten and
appoints the Trustee as attorney-in-fact for any and all such purposes.

       This Article Ten shall remain in full force and effect as long as any
Senior Indebtedness is outstanding.

       SECTION 1002. Liquidation; Dissolution; Bankruptcy. Upon any payment or
distribution, whether of cash, securities or other Property, to creditors of the
Company in a liquidation (total or partial), reorganization or dissolution of
the Company, whether voluntary or involuntary, or in a bankruptcy,
reorganization, insolvency, receivership, assignment for the benefit of
creditors, marshalling of assets or similar proceeding relating to the Company
or its Property:

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

              (2) until all Senior Indebtedness is paid in full in cash or cash
equivalents as provided in Section 1002(1), any distribution to which Holders
would be entitled but for this Article Ten shall be made to the holders of
Senior Indebtedness as their interests may appear;

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

       Upon any distribution of assets of the Company referred to in this
Section 1002, the Trustee and the Holders shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such bankruptcy,
reorganization, insolvency, receivership, assignment for the benefit of
creditors, marshalling of assets or similar proceeding is pending for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section 1002, and the Trustee and the Holders shall
be entitled to rely upon a certificate of the liquidating trustee or agent or
other such Person making any distribution to the Trustee or to the Holders for
the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section 1002. The Trustee shall be entitled to rely
on the delivery to it of a written notice by a Person representing himself to be
a Representative or a holder of Senior Indebtedness, as the case may be, to
establish that such notice has been given by a Representative or a holder of
Senior Indebtedness, as the case may be. In the event that the Trustee
determines, in good faith, that further evidence is required with respect to the
right of any Person, as a holder of Senior Indebtedness, to participate in any
payment or distribution pursuant to this Section 1002, the Trustee may request
such Person to furnish evidence to the


                                       79
<PAGE>   87

reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, as to the extent to which such Person is entitled to
participate in such payment or distribution and as to other facts pertinent to
the rights of such Person under this Section 1002, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

       SECTION 1003. Default on Senior Indebtedness. No direct or indirect
payment by or on behalf of the Company of principal of or interest on the Notes,
whether pursuant to the terms of the Notes or upon acceleration or otherwise,
shall be made if at the time of such payment there exists a default in the
payment of all or any portion of principal of or interest on Designated Senior
Indebtedness pursuant to which the maturity of such Designated Senior
Indebtedness may be accelerated (and the Trustee has received written notice
thereof) and such default shall not have been cured or waived or the benefits of
this sentence waived by or on behalf of the holders of such Designated Senior
Indebtedness (and the Trustee has received written notice thereof). In addition,
during the continuance of any other event of default with respect to Designated
Senior Indebtedness pursuant to which the maturity of such Designated Senior
Indebtedness may be accelerated, upon the occurrence of (a) receipt by the
Trustee of written notice from the Representative with respect to, or from the
holders of at least a majority in aggregate principal amount of, such Designated
Senior Indebtedness then outstanding or (b) if such event of default results
from the acceleration of the Notes, such acceleration, no such payment may be
made by the Company upon or in respect of the Notes for a period (a "Payment
Blockage Period") commencing on the earlier of the date of receipt of such
notice by the Trustee or the date of such acceleration and ending 180 days
thereafter (unless such Payment Blockage Period shall be terminated by written
notice to the Trustee from such Representative or such holders). Not more than
one Payment Blockage Period may be commenced with respect to the Notes during
any period of 360 consecutive days; in no event will a Payment Blockage Period
extend beyond 179 days from the date the payment on the Notes was due; and there
must be 180 days in any 360 day period in which no Payment Blockage Period is in
effect. For all purposes of this Section 1003, no default or event of default
which existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis for the
commencement of a subsequent Payment Blockage Period by the Representative or
requisite holders of such Designated Senior Indebtedness whether or not within a
period of 360 consecutive days unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

       SECTION 1004. When Distribution Must Be Paid Over. In the event that the
Company shall make any payment to the Trustee on account of the principal of or
interest on the Notes at a time when such payment is prohibited by Section 1002
or 1003, such payment shall be held by the Trustee, in trust for the benefit of,
and shall be paid forthwith over and delivered to, the holders of Senior
Indebtedness (pro rata as to each of such holders on the basis of the respective
amounts of Senior Indebtedness held by them) or their Representatives, as their
respective interests may appear, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.


                                       80
<PAGE>   88

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

       SECTION 1005. Notice by the Company. The Company shall promptly notify
the Trustee and any Paying Agent by an appropriate Officers' Certificate of the
Company delivered to a Trust Officer and the Paying Agent of any facts known to
the Company that would cause a payment of principal of or interest on the Notes
to violate this Article Ten, but failure to give such notice shall not affect
the subordination of the Notes to the Senior Indebtedness provided in this
Article Ten.

       SECTION 1006. Subrogation. After all Senior Indebtedness is paid in cash
or cash equivalents in full and until the Notes are paid in full, Holders shall
be subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness to the extent that distributions
otherwise payable to Holders have been applied to payment of Senior
Indebtedness. A distribution made under this Article Ten to holders of Senior
Indebtedness which otherwise would have been made to Holders is not, as between
the Company and the Holders, a payment by the Company on Senior Indebtedness.

       SECTION 1007. Relative Rights. This Article Ten defines the relative
rights of Holders and holders of Senior Indebtedness. Nothing in this Indenture
shall:

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

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

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

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

       SECTION 1008. Subordination May Not Be Impaired by the Company. No right
of any present or future holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or anyone in custody of its assets or
property or by its failure to comply with this Indenture.

       SECTION 1009. Distribution or Notice to Representatives. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representatives, if
any.

       SECTION 1010. Rights of Trustee and Paying Agent. The Trustee or any
Paying Agent may continue to make payments on the Notes unless, in the case of
the Trustee, a Trust Officer


                                       81
<PAGE>   89

or, in the case of a Paying Agent other than the Trustee, an officer of such
Paying Agent, shall have received, at least three Business Days prior to the
date such payments are due and payable, written notice of facts that would cause
a payment of principal of or interest on the Notes to violate this Article Ten.
Only the Company or a Representative with respect to or holders of at least a
majority in principal amount of an issue of Designated Senior Indebtedness may
give such notice. Nothing contained in this Section 1010 shall limit the right
of any holder of Senior Indebtedness to recover payments as contemplated by
Section 1004.

       The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

       SECTION 1011. Trustee Entitled to Assume Payments Not Prohibited in
Absence of Notice. Notwithstanding any of the provisions of this Article Ten or
any other provision of this Indenture, unless a Trust Officer has received a
written notice pursuant to Section 1010, the Trustee shall not at any time be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee.

       SECTION 1012. Application by Trustee of Monies Deposited With It. Nothing
contained in this Article Ten or elsewhere in this Indenture, or in the Notes,
shall (i) affect the obligation of the Company to make, or prevent the Company
from making, at any time except as specified in Section 1002 or 1003 to the
extent provided therein, payments at any time with respect to the Notes, (ii)
prevent the application by the Trustee or any Paying Agent of any monies held by
the Trustee or such Paying Agent in trust for the benefit of the Holders of
Notes as to which notice of redemption shall have been mailed or published, to
the payment of or on account of the principal of or interest on the Notes if, at
the time of such mailing or publishing, such payment would not have been
prohibited by the foregoing provisions of this Article Ten or (iii) prevent the
application by the Trustee or any Paying Agent of any monies deposited with it
hereunder to the payment of or on account of the Notes if, at the time of such
deposit, such payment would not have been prohibited by the foregoing provisions
of this Article Ten and, if such monies have been deposited by the Company, the
Trustee shall not have received with respect to such monies the written notice
provided for in Section 1010.

       SECTION 1013. Trustee's Compensation Not Prejudiced. Nothing in this
Article Ten shall apply to claims of, or payments to, the Trustee pursuant to
Section 507.

       SECTION 1014. Officers' Certificate. If there occurs an event referred to
in Section 1002, the Company shall promptly give to the Trustee an Officers'
Certificate (on which the Trustee may conclusively rely) identifying all holders
of Senior Indebtedness and the principal amount of Senior Indebtedness then
outstanding held by each such holder and stating the reasons why such Officers'
Certificate is being delivered to the Trustee.

       SECTION 1015. Certain Payments. Nothing in this Article Ten shall prevent
or delay (i) the Company or any of its Subsidiaries from or in purchasing or
redeeming any of the Notes pursuant to any Legal Requirement relating to the
Company's gaming business or (ii) the receipt by the Holders of payments of
principal of and interest on the Notes as provided in Section 302.


                                       82
<PAGE>   90

       SECTION 1016. Names of Representatives. The Company shall, upon request
of the Trustee, provide to the Trustee an Officers' Certificate setting forth
the name and address of each Representative of all outstanding Senior
Indebtedness.

       SECTION 1017. No Fiduciary Duty Created to holders of Senior
Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and, subject to the
provisions of Article Five, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall mistakenly pay over or deliver to Holders, the
Company or any other Person, monies or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Ten or otherwise.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       83
<PAGE>   91

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

                                        AZTAR CORPORATION



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



                                        U.S. BANK TRUST NATIONAL ASSOCIATION



                                        By: /s/ JULIE EDDINGTON
                                           -------------------------------------
                                           Name:  Julie Eddington
                                           Title: Assistant Vice President


                                       84
<PAGE>   92

                                                                       EXHIBIT A



                                 (Face of Note)

CUSIP
ISIN
No.                                     $



                                AZTAR CORPORATION

                         Incorporated under the laws of
                              the State of Delaware

                      9% Senior Subordinated Note due 2011

       AZTAR CORPORATION promises to pay to CEDE & CO., or registered assigns,
the principal sum of $____________ Dollars on August 15, 2011 and to pay
interest thereon semiannually in arrears at the rate of 9% per annum on February
15 and August 15 of each year, commencing February 15, 2002, until the principal
hereof is paid or made available for payment. Payment of principal and interest
shall be made in the manner and subject to the terms set forth in provisions
appearing on the reverse hereof, which provisions, in their entirety, shall for
all purposes have the same effect as if set forth at this place.



       IN WITNESS WHEREOF, AZTAR CORPORATION has caused this instrument to be
duly executed in its corporate name under its corporate seal.



                                        AZTAR CORPORATION



                                        By:
                                            ------------------------------------

Attest:

(SEAL)


                                      A-1
<PAGE>   93

                         (FORM OF TRUSTEE'S CERTIFICATE
                               OF AUTHENTICATION)

       This is one of the 9% Senior Subordinated Notes due 2011 issued under the
within-mentioned Indenture.

Dated:

                                        U.S. BANK TRUST NATIONAL ASSOCIATION,
                                        as Trustee



                                        By:
                                            ------------------------------------
                                            Authorized Signature


                                      A-2
<PAGE>   94

                                                                  (Back of Note)

                                AZTAR CORPORATION

                      9% Senior Subordinated Note due 2011

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 207 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 206(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
211 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.]

[THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT

       (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY:

              (i)(a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS
       DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
       THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE
       REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED
       STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF
       RULE 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL, "ACCREDITED
       INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) or (7) OF THE
       SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")) THAT, PRIOR TO
       SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
       REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM
       THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
       PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF COUNSEL
       ACCEPTABLE TO THE ISSUER THAT


                                      A-3
<PAGE>   95

       SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN
       ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
       THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO
       REQUESTS),

              (ii) TO THE ISSUER, OR

              (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
       CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
       THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

       (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.]


       1. Interest. AZTAR CORPORATION (the "Company"), a Delaware corporation,
promises to pay interest on the principal amount of this Note at the rate per
annum shown above and shall pay the Liquidated Damages payable pursuant to
Section 2 of the Registration Rights Agreement. The Company will pay interest
semiannually in arrears on February 15 and August 15 of each year, commencing
February 15, 2002. Interest on this Note will accrue from the most recent date
on which interest has been paid or, if no interest has been paid, from July 27,
2001. The Company will pay interest on overdue principal and premium, if any,
and, to the extent lawful, on overdue installments of interest at the rate per
annum borne by this Note shown above. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.

       2. Method of Payment. The Company will pay interest on this Note (except
Defaulted Interest) and Liquidated Damages to the Person who is the registered
Holder of this Note at the close of business on the Regular Record Date, which
shall be the February 1 and August 1, as the case may be, next preceding the
Interest Payment Date even though this Note is cancelled after the Regular
Record Date and on or before the Interest Payment Date, except as provided in
Section 212 of the Indenture with respect to Defaulted Interest. This Note will
be payable as to principal, premium and Liquidated Damages, if any, and interest
at the office or agency of the Company maintained for such purpose within or
without the City and State of New York, or, at the option of the Company,
payment of interest and Liquidated Damages may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and Liquidated Damages on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent prior to the relevant
Record Date. Such payment shall be in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.

       3. Paying Agent and Registrar. Initially, U.S. Bank Trust National
Association (the "Trustee") will act as Paying Agent and Registrar. The Company
may change any Paying Agent


                                      A-4
<PAGE>   96

or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.

       4. Indenture. The Company has issued the Notes under an indenture dated
as of July 27, 2001 (the "Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-bbbb) as in effect on the date of the Indenture. The Notes are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured senior
subordinated obligations of the Company. Unless otherwise defined herein, all
capitalized terms shall have the meanings assigned to them in the Indenture.

       5. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples thereof. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before
the mailing of the notice of redemption of Notes to be redeemed or during the
period between a record date and the corresponding interest payment date.

       6. Optional Redemption. At any time prior to August 15, 2006, the Notes
will be redeemable at the election of the Company, in whole at any time or in
part from time to time, on not less than 30 nor more than 60 days prior notice,
mailed by first-class mail to the Holders' last addresses as they appear in the
Register, at a redemption price (expressed as a percentage of the principal
amount) equal to 100% of the principal amount thereof plus the Applicable
Premium, plus accrued and unpaid interest, if any, to the date of redemption
(the "Redemption Date").

              On or after August 15, 2006, the Notes will be redeemable at the
election of the Company, in whole at any time or in part from time to time, on
not less than 30 nor more than 60 days prior notice, mailed by first-class mail
to the Holders' last addresses as they appear in the Register, at the redemption
prices (expressed in percentages of principal amount) specified below plus
accrued and unpaid interest, if any, to the redemption date, if redeemed during
the 12-month period beginning August 15 of the years indicated below:

<TABLE>
<CAPTION>
                    Year                              Percentage
                    -----------------------------------------------
<S>                                                   <C>
                    2006                              104.500%
                    2007                              103.000%
                    2008                              101.500%
                    2009 and thereafter               100.000%
</TABLE>

       If less than all the Notes are to be redeemed, selection of Notes for
redemption will be made by the Trustee, pro rata or by lot or by any other means
the Trustee determines to be fair and appropriate. If any Note is to be redeemed
in part only, the notice of redemption relating to


                                      A-5
<PAGE>   97

that Note will state the portion of the principal amount (in integral multiples
of $1,000) to be redeemed and that, on and after the date fixed for redemption,
upon surrender of that Note, a new Note or Notes in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof.
On and after the date set for redemption interest will cease to accrue on Notes
or portions of them called for redemption.

       7. Redemption Pursuant to Gaming Jurisdiction Law. The Company is subject
to the New Jersey Casino Control Act (the "New Jersey Act") and the Nevada
Gaming Control Act (the "Nevada Act") and may become subject to applicable
gaming laws, statutes, ordinances, codes, regulations, constitutional
provisions, rule, orders, directives or other enforcement requirements in other
jurisdictions in which it from time to time operates (any such jurisdiction,
including New Jersey and Nevada, a "Gaming Jurisdiction" and any such provision,
including the New Jersey Act and the Nevada Act, a "Gaming Jurisdiction Law").
If the New Jersey Casino Control Commission (the "New Jersey Commission") does
not waive the requirement that a Holder or beneficial owner of the Notes must be
licensed or found qualified or suitable to hold or own the Notes under the New
Jersey Act, and if such Holder or such beneficial owner does not become so
licensed or is not found qualified or suitable within any time period specified
by the New Jersey Commission or the New Jersey Act, or if the Nevada Gaming
Commission (the "Nevada Commission") finds a Holder or beneficial owner to be
unsuitable under the Nevada Act or regulations of the Nevada Commission, or if
any other gaming authority of any other Gaming Jurisdiction (a "Gaming
Authority") requires that Holders or beneficial owners of the Notes be licensed
or found qualified or suitable and such Gaming Authority fails to waive such
requirement or such Holder or beneficial owner does not become so licensed or is
not found qualified or suitable within the applicable time period, the Company
shall have the right, at its option, (i) to require such Holder or beneficial
owner to dispose of all or a portion of such Holder's or beneficial owner's
Notes within 120 days after receipt of notice by such Holder or beneficial owner
of such finding by the New Jersey Commission or the Nevada Commission or such
other Gaming Authority, as the case may be (or such different period as may be
prescribed by the New Jersey Commission or the Nevada Commission or such other
Gaming Authority), or (ii) to call for redemption the Notes of such Holder or
beneficial owner, on not less than 30 nor more than 60 days' notice (or such
different period as may be prescribed by the applicable Gaming Authority). If
such Holder or beneficial owner, having been given the opportunity by the
Company to dispose of such Holder's or beneficial owner's Notes, shall have
failed to do so within the prescribed time period, the Company shall have the
right to redeem such Holder's or beneficial owner's Notes on five days' notice.
On any redemption of Notes pursuant to this provision, the Redemption Price
shall be without premium and the lower of (i) the price at which such Holder or
beneficial owner acquired the Notes, together with (if permitted by the New
Jersey Act or the Nevada Act or other applicable Gaming Jurisdiction Law, or by
the orders of the New Jersey Commission or the Nevada Commission or the relevant
Gaming Authority, as the case may be) accrued interest to the Redemption Date,
and (ii) the lowest closing sale price of the Notes between the date of the
notice given by the New Jersey Commission or the Nevada Commission or such other
Gaming Authority and the date 10 days after such date, unless a Redemption Price
or other payment, remuneration or related terms or restrictions are required by
the New Jersey Commission or the Nevada Commission or such other Gaming
Authority, as the case may be, in which event such price, terms and restrictions
shall be the Redemption Price and terms of redemption. Each Holder and
beneficial owner by accepting this Note agrees to the


                                      A-6
<PAGE>   98

provisions set forth in this Paragraph and in the Indenture and agrees to inform
the Company upon request of the price at which such Holder or beneficial owner
acquired this Note.

       8. Persons Deemed Owners. The registered Holder of this Note may be
treated as its owner for all purposes.

       9. Amendments and Waivers. Subject to certain exceptions, the Indenture
or the Notes may be amended with the consent of the Holders of at least a
majority in principal amount of the then Outstanding Notes. Without the consent
of any Holder, the Indenture or the Notes may be amended to cure any ambiguity,
defect or inconsistency, to provide for assumption of the Company's obligations
to Holders, to provide for uncertificated Notes or to make certain other changes
that do not adversely affect the rights of any Holder.

       10. Defaults and Remedies. An Event of Default, as defined in the
Indenture, is: (i) default for 30 days in payment of interest on the Notes; (ii)
default in payment of principal of, or premium on, the Notes; (iii) failure by
the Company for 60 days after notice to comply with any of its other agreements
or covenants in the Indenture or the Notes; (iv) default under any mortgage,
indenture or other instrument under which there may be secured or evidenced any
other Indebtedness of the Company or any of its Restricted Subsidiaries and such
Indebtedness shall have been accelerated (or shall have matured), provided that
the principal amount of all such Indebtedness with respect to which such events
of default have occurred and are continuing aggregates $5,000,000 or more; (v)
judgments in an aggregate amount in excess of $5,000,000 have been rendered
against the Company or a Restricted Subsidiary and either an enforcement
proceeding shall have been commenced by any creditor upon any judgment or there
shall be a period of 90 consecutive days during which a stay of enforcement of
any such judgment shall not be in effect; (vi) certain events of bankruptcy,
insolvency or reorganization; and (vii) any revocation, suspension or loss (with
certain exceptions) of any Gaming License which results in the cessation or
suspension of operation for a period of more than 90 days of the casino business
of any casino hotel owned, leased or operated directly or indirectly by the
Company or any of its Subsidiaries. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then Outstanding Notes may declare all the Notes to be due and payable
immediately, except that in the case of an Event of Default arising from certain
events of bankruptcy, insolvency or reorganization, all Outstanding Notes shall
become due and payable immediately without further action or notice. In the
event of a declaration of acceleration because an Event of Default as defined in
clause (iv) above has occurred, and is continuing, such declaration and its
consequences shall be automatically rescinded and annulled if (a) in the case of
Indebtedness that has been accelerated, the Holders of such Indebtedness shall
have rescinded the declaration of acceleration and the consequences thereof
within 10 days of such declaration or, in the case of Indebtedness that has
matured, such Indebtedness has been discharged in full within 10 days following
maturity, (b) the Company shall have delivered a notice of such rescission or
discharge to the Trustee and (c) no other Event of Default shall have occurred
and be continuing. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Notes. Subject to certain limitations,
Holders of a majority in principal amount of the then Outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a


                                      A-7
<PAGE>   99

default in payment of principal or interest) if it determines that withholding
notice is in their interest. The Company must furnish annual compliance
certificates to the Trustee.

       11. Discharge or Defeasance Prior to Redemption or Maturity. Subject to
certain conditions, including delivery of an Opinion of Counsel regarding
certain tax matters, if the Company deposits with the Trustee money or U.S.
Government Obligations sufficient to pay principal of, premium, if applicable,
and accrued interest on the Notes to redemption or maturity, the Company will be
Discharged (to the extent provided in the Indenture) from the Notes and the
Indenture or the Company need not comply with certain terms of the Indenture.

       12. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, pay
dividends, create or incur Indebtedness, create Liens, merge or consolidate with
any other Person or sell, lease or otherwise transfer any of their properties or
assets.

       13. Successor Corporation. When a successor Person or other entity
assumes all the obligations of its predecessor under the Notes and the
Indenture, the predecessor Person will be released from those obligations.

       14. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or any of its Subsidiaries or Affiliates, and may otherwise deal
with the Company or its Subsidiaries or Affiliates, as if it were not the
Trustee.

       15. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Notes.

       16. Unclaimed Money. If money for the payment of principal of or interest
on any Note remains unclaimed for two years after the date on which such payment
shall have come due, the Trustee or Paying Agent will pay the money back to the
Company at the Company's written request. After that, Holders entitled to this
money must look to the Company for payment, unless applicable law designates
another Person.

       17. Discharge Upon Redemption or Maturity. Subject to the terms of the
Indenture, the Indenture will be discharged and cancelled upon the payment of
all Notes.

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

       19. Governing Law. This Note shall be construed in accordance with and
governed by the laws of the State of New York without regard to principles of
conflict of law.

       20. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT


                                      A-8
<PAGE>   100

TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and UNIF GIFT MIN ACT (= Uniform Gifts to Minors Act).

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

       The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and the Registration Rights Agreement. Requests
may be made to Aztar Corporation, 2390 E. Camelback Road, Suite 400, Phoenix,
Arizona 85016, Attn: Corporate Secretary.



                                 ASSIGNMENT FORM

    To assign this Note, fill in the form below: I or we assign and transfer
this Note to





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





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

and irrevocably appoint agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.

Date:                              Your signature:


                                   ---------------------------------------------
                                   (Sign exactly as your name appears on the
                                   other side of this security)


                                   Signature Guaranteed(1)

----------

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


                                      A-9
<PAGE>   101

                                   By:
                                      ------------------------------------------


                                      A-10
<PAGE>   102

                      OPTION OF HOLDER TO ELECT REPURCHASE

       The undersigned hereby irrevocably requests and instructs the Company to
repay this Note pursuant to its terms at a price equal to 101% of the principal
amount hereof, together with accrued and unpaid interest to the Change of
Control Payment Date, to the undersigned at





(Please print or type name and address of the undersigned)

       For this Note to be repaid, the Company must receive this Note with this
"Option of Holder to Elect Repurchase" form duly completed at an office or
agency of the Company maintained for that purpose in the Borough of Manhattan in
The City of New York within the time periods for such repurchase set forth in
the Indenture.

       If less than the entire principal of the within Note is to be repaid,
specify the portion thereof (which shall be $1,000 or an integral multiple of
$1,000) which the Holder elects to have repaid:

Dated:                             Signature Guaranteed(2)

                                   By:
                                      ------------------------------------------

Note: The signature must correspond with the name as written upon the face of
the Note in every particular without alteration or enlargement.


----------

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


                                      A-11
<PAGE>   103

              SCHEDULE OF EXCHANGES OF INTEREST IN THE GLOBAL NOTE

       The initial principal amount at maturity of this Global Note is
$________________. The following increases or decreases in this Global Note have
been made:


<TABLE>
<CAPTION>
            Amount of decrease     Amount of increase in            Principal amount at maturity of    Signature of authorized
Date of     in Principal Amount    Principal Amount at maturity     this Global Note following         signatory of Trustee or
Exchange    of this Global Note    of this Global Note              such decrease or increase          Notes Custodian
--------    -------------------    ----------------------------     -------------------------------    -----------------------
<S>         <C>                    <C>                              <C>                                <C>
</TABLE>


                                      A-12
<PAGE>   104

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER


Aztar Corporation
2390 E. Camelback Road, Suite 400
Phoenix, Arizona  85016

U.S. Bank Trust National Association
101 E. Fifth Street
St. Paul, Minnesota  55101
Attention:  Corporate Trust Department

       Re: 9% Senior Subordinated Notes due 2011

       Reference is hereby made to the Indenture, dated as of July 27, 2001 (the
"Indenture"), between Aztar Corporation, as issuer (the "Company"), and U.S.
Bank Trust National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

       CHECK ALL THAT APPLY

       1. Check if Transferee will take delivery of a beneficial interest in the
144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

       2. Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Note or a Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and,


                                      B-1
<PAGE>   105

accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Distribution Compliance Period, the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

       3. Check and complete if Transferee will take delivery of a beneficial
interest in the IAI Global Note or a Definitive Note pursuant to any provision
of the Securities Act other than Rule 144A or Regulation S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

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

              or

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

              or

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

              or

              (d) such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) an
Opinion of Counsel provided by the Transferor or


                                      B-2
<PAGE>   106

the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

       4. Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.

              (a) Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

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

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


                                      B-3
<PAGE>   107

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

                                        [Insert Name of Transferor]



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

Dated:


                                      B-4
<PAGE>   108

                                                                         ANNEX A
                                                                              TO
                                                         CERTIFICATE OF TRANSFER



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

       CHECK ONE OF (a) OR (b)

              (a)    a beneficial interest in the:

                     (i)    144A Global Note (CUSIP ________), or

                     (ii)   Regulation S Global Note (CUSIP ______), or

                     (iii)  IAI Global Note (CUSIP __________); or

              (b)    a Restricted Definitive Note.

       2.     After the Transfer the Transferee will hold:

       CHECK ONE

              (a)    a beneficial interest in the:

                     (i)    144A Global Note (CUSIP _______), or

                     (ii)   Regulation S Global Note (CUSIP ________), or

                     (iii)  IAI Global Note (CUSIP ________); or

                     (iv)   Unrestricted Global Note (CUSIP _______); or

              (b)    a Restricted Definitive Note; or

              (c)    an Unrestricted Definitive Note, in accordance with the
terms of the Indenture.


                                      B-5
<PAGE>   109

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


Aztar Corporation
2390 E. Camelback Road, Suite 400
Phoenix, Arizona  85016

U.S. Bank Trust National Association
101 E. Fifth Street
St. Paul, Minnesota  55101
Attention:  Corporate Trust Department

       Re:    9% Senior Subordinated Notes due 2011 (CUSIPS: 144A-054802AE3 Reg.
              S - U05511AB3)

       Reference is hereby made to the Indenture, dated as of July 27, 2001 (the
"Indenture"), between Aztar Corporation, as issuer (the "Company"), and U.S.
Bank Trust National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

       1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note.

              (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

              (b) Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the


                                      C-1
<PAGE>   110

Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

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

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

       2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes.

              (a) Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

              (b) Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the CHECK
ONE

                  144A Global Note,

                  Regulation S Global Note,

                  IAI Global Note


                                      C-2
<PAGE>   111

with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

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

                                        [Insert Name of Transferor]



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

Dated:


                                      C-3
<PAGE>   112

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR



Aztar Corporation
2390 E. Camelback Road, Suite 400
Phoenix, Arizona  85016

U.S. Bank Trust National Association
101 E. Fifth Street
St. Paul, Minnesota  55101
Attention:  Corporate Trust Department

       Re: 9% Senior Subordinated Notes due 2011

       Reference is hereby made to the Indenture, dated as of July 27, 2001 (the
"Indenture"), between Aztar Corporation, as issuer (the "Company"), and U.S.
Bank Trust National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

       In connection with our proposed purchase of $[______] aggregate principal
amount of:

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

              (b) a Definitive Note,

we confirm that:

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

       2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with


                                      D-1
<PAGE>   113

the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

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

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

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

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

                                        [Insert Name of Accredited Investor]



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

Dated:


                                      D-2