<PAGE>

                                                                     Exhibit 4.1

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                           PENN NATIONAL GAMING, INC.,

                       each of the Guarantors named herein

                              SERIES A AND SERIES B
                   11 1/8 % SENIOR SUBORDINATED NOTES DUE 2008

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

                                    INDENTURE

                           Dated as of March 12, 2001

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

                                       and

                      State Street Bank and Trust Company,

                                   as Trustee

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

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<PAGE>
                             CROSS-REFERENCE TABLE*

      Trust Indenture
      Act Section                                          Indenture Section
      310(a)(1)...........................................       7.10
         (a)(2)...........................................       7.10
         (a)(3)...........................................       N.A.
         (a)(4)...........................................       N.A.
         (a)(5)...........................................       7.10
         (b)..............................................       7.10
         (c)..............................................       N.A.
      311(a)..............................................       7.11
         (b)..............................................       7.11
         (c)..............................................       N.A.
      312(a)..............................................       2.05
         (b)..............................................       12.03
         (c)..............................................       12.03
      313(a)..............................................       7.06
         (b)(1)...........................................       10.02
         (b)(2)...........................................       7.07
         (c)..............................................    7.06;12.02
         (d)..............................................       7.06
      314(a)..............................................    4.03;12.02
         (c)(1)...........................................       12.04
         (c)(2)...........................................       12.04
         (c)(3)...........................................       N.A.
         (e)..............................................       12.05
         (f)..............................................       N.A.
      315(a)..............................................       7.01
         (b)..............................................    7.05,12.02
         (c)..............................................       7.01
         (d)..............................................       7.01
         (e)..............................................       6.11
      316(a) (last sentence)..............................       2.09
         (a)(1)(A)........................................       6.05
         (a)(1)(B)........................................       6.04
         (a)(2)...........................................       N.A.
         (b)..............................................       6.07
         (c)..............................................       2.12
      317(a)(1)...........................................       6.08
         (a)(2)...........................................       6.09
         (b)..............................................       2.04
      318(a)..............................................       12.01
         (b)..............................................       N.A.
         (c)..............................................       12.01

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

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.  Definitions ................................................... 1
Section 1.02.  Other Definitions ............................................ 15
Section 1.03.  Incorporation by Reference of Trust Indenture Act ............ 16
Section 1.04.  Rules of Construction ........................................ 16

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01.  Form and Dating .............................................. 17
Section 2.02.  Execution and Authentication ................................. 17
Section 2.03.  Registrar and Paying Agent ................................... 18
Section 2.04.  Paying Agent to Hold Money in Trust .......................... 18
Section 2.05.  Holder Lists ................................................. 18
Section 2.06.  Transfer and Exchange ........................................ 18
Section 2.07.  Replacement Notes ............................................ 29
Section 2.08.  Outstanding Notes ............................................ 29
Section 2.09.  Treasury Notes ............................................... 30
Section 2.10.  Temporary Notes .............................................. 30
Section 2.11.  Cancellation ................................................. 30
Section 2.12.  Defaulted Interest ........................................... 30

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee ........................................... 30
Section 3.02.  Selection of Notes to Be Redeemed ............................ 31
Section 3.03.  Notice of Redemption ......................................... 31
Section 3.04.  Effect of Notice of Redemption ............................... 32
Section 3.05.  Deposit of Redemption Price .................................. 32
Section 3.06.  Notes Redeemed in Part ....................................... 32
Section 3.07.  Optional Redemption .......................................... 32
Section 3.08.  Mandatory Redemption ......................................... 33
Section 3.09.  Offer to Purchase by Application of Excess Proceeds .......... 33

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01.  Payment of Notes ............................................. 35
Section 4.02.  Maintenance of Office or Agency .............................. 35
Section 4.03.  Reports ...................................................... 36
Section 4.04.  Compliance Certificate ....................................... 36
Section 4.05.  Taxes ........................................................ 37
Section 4.06.  Stay, Extension and Usury Laws ............................... 37
Section 4.07.  Restricted Payments .......................................... 37
Section 4.08.  Dividend and Other Payment Restrictions Affecting
               Subsidiaries ................................................. 39
Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock ... 40


                                       i
<PAGE>

Section 4.10.  Asset Sales .................................................. 43
Section 4.11.  Transactions with Affiliates ................................. 44
Section 4.12.  Liens ........................................................ 45
Section 4.13.  Corporate Existence .......................................... 45
Section 4.14.  Offer to Repurchase Upon Change of Control ................... 45
Section 4.15.  No Senior Subordinated Debt .................................. 46
Section 4.16.  Payments for Consent ......................................... 46
Section 4.17.  Additional Subsidiary Guarantees ............................. 47
Section 4.18.  Designation of Restricted and Unrestricted Subsidiaries ...... 47
Section 4.19.  Business Activities .......................................... 47
Section 4.20.  Payment of Additional Interest ............................... 47
Section 4.21.  Reduction of Credit Facility ................................. 47

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01.  Merger, Consolidation, or Sale of Assets ..................... 48
Section 5.02.  Successor Corporation Substituted ............................ 48

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01.  Events of Default ............................................ 49
Section 6.02.  Acceleration ................................................. 50
Section 6.03.  Other Remedies ............................................... 51
Section 6.04.  Waiver of Past Defaults ...................................... 51
Section 6.05.  Control by Majority .......................................... 51
Section 6.06.  Limitation on Suits .......................................... 51
Section 6.07.  Rights of Holders of Notes to Receive Payment ................ 52
Section 6.08.  Collection Suit by Trustee ................................... 52
Section 6.09.  Trustee May File Proofs of Claim ............................. 52
Section 6.10.  Priorities ................................................... 52
Section 6.11.  Undertaking for Costs ........................................ 53

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01.  Duties of Trustee ............................................ 53
Section 7.02.  Rights of Trustee ............................................ 54
Section 7.03.  Individual Rights of Trustee ................................. 54
Section 7.04.  Trustee's Disclaimer ......................................... 55
Section 7.05.  Notice of Defaults ........................................... 55
Section 7.06.  Reports by Trustee to Holders of the Notes ................... 55
Section 7.07.  Compensation and Indemnity ................................... 55
Section 7.08.  Replacement of Trustee ....................................... 56
Section 7.09.  Successor Trustee by Merger, etc ............................. 57
Section 7.10.  Eligibility; Disqualification ................................ 57
Section 7.11.  Preferential Collection of Claims Against Company ............ 57

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance ..... 57
Section 8.02.  Legal Defeasance and Discharge ............................... 57
Section 8.03.  Covenant Defeasance .......................................... 58


                                       ii
<PAGE>

Section 8.04.  Conditions to Legal or Covenant Defeasance ................... 58
Section 8.05.  Deposited Money and Government Securities to be Held in
               Trust; Other Miscellaneous Provisions ........................ 59
Section 8.06.  Repayment to Company ......................................... 60
Section 8.07.  Reinstatement ................................................ 60

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes .......................... 60
Section 9.02.  With Consent of Holders of Notes ............................. 61
Section 9.03.  Compliance with Trust Indenture Act .......................... 62
Section 9.04.  Revocation and Effect of Consents ............................ 63
Section 9.05.  Notation on or Exchange of Notes ............................. 63
Section 9.06.  Trustee to Sign Amendments, etc .............................. 63

                                   ARTICLE 10.
                                  Subordination

Section 10.01.  Agreement to Subordinate .................................... 63
Section 10.02.  Liquidation; Dissolution; Bankruptcy ........................ 63
Section 10.03.  Default on Designated Senior Debt ........................... 64
Section 10.04.  Acceleration of Securities .................................. 65
Section 10.05.  When Distribution Must Be Paid Over ......................... 65
Section 10.06.  Notice by Company ........................................... 65
Section 10.07.  Subrogation ................................................. 65
Section 10.08.  Relative Rights ............................................. 65
Section 10.09.  Subordination May Not Be Impaired by Company ................ 66
Section 10.10.  Distribution or Notice to Representative .................... 66
Section 10.11.  Rights of Trustee and Paying Agent .......................... 66
Section 10.12.  Authorization to Effect Subordination ....................... 66
Section 10.13.  Amendments .................................................. 67

                                   ARTICLE 11.
                              SUBSIDIARY GUARANTEES

Section 11.01.  Guarantee ................................................... 67
Section 11.02.  Subordination of Subsidiary Guarantee ....................... 68
Section 11.03.  Limitation on Guarantor Liability ........................... 68
Section 11.04.  Execution and Delivery of Subsidiary Guarantee .............. 68
Section 11.05.  Guarantors May Consolidate, etc, on Certain Terms ........... 69
Section 11.06.  Releases Following Sale ..................................... 69

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01.  Satisfaction and Discharge .................................. 70
Section 12.02.  Application of Trust Money .................................. 71

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01.  Trust Indenture Act Controls ................................ 71
Section 13.02.  Notices ..................................................... 71
Section 13.03.  Communication by Holders of Notes with Other Holders of
                Notes ....................................................... 72
Section 13.04.  Certificate and Opinion as to Conditions Precedent .......... 72


                                      iii
<PAGE>

Section 13.05.  Statements Required in Certificate or Opinion ............... 73
Section 13.06.  Rules by Trustee and Agents ................................. 73
Section 13.07.  No Personal Liability of Directors, Officers, Employees
                and Stockholders ............................................ 73
Section 13.08.  Governing Law ............................................... 73
Section 13.09.  No Adverse Interpretation of Other Agreements ............... 73
Section 13.10.  Successors .................................................. 73
Section 13.11.  Severability ................................................ 74
Section 13.12.  Counterpart Originals ....................................... 74
Section 13.13.  Table of Contents, Headings, etc ............................ 74

                                    EXHIBITS

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


                                       iv
<PAGE>

      INDENTURE dated as of March 12, 2001 between Penn National Gaming, Inc., a
Pennsylvania corporation (the "Company"), each of the Guarantors named herein
and State Street Bank and Trust Company, as trustee (the "Trustee").

      The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the 11 1/8 % Series A
Senior Subordinated Notes due 2008 (the "Series A Notes") and the 11 1/8 %
Series B Senior Subordinated Notes due 2008 (the "Series B Notes" and, together
with the Series A Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

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

      "Acquired Debt" means, with respect to any specified Person (1)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or becomes a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person; and (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

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

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

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

      "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

      "Board of Directors" means (1) with respect to a corporation, the board of
directors of the corporation; (2) with respect to a partnership, the Board of
Directors of the general partner of the partnership; and (3) with respect to any
other Person, the board or committee of such Person serving a similar function.

<PAGE>

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

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

      "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

      "Capital Stock" means (1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock; (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and (4) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

      "Cash Equivalents" means (1) United States dollars; (2) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality of the United States government (provided that the
full faith and credit of the United States is pledged in support of those
securities) having maturities of not more than six months from the date of
acquisition; (3) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case, with any lender party to the Senior Credit Facilities or
with any domestic commercial bank having capital and surplus in excess of $500
million and a Thomson Bank Watch Rating of "B" or better; (4) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3) above; (5)
commercial paper having the highest rating obtainable from Moody's Investors
Service, Inc. or Standard & Poor's Rating Services and in each case maturing
within six months after the date of acquisition; and (6) money market funds
substantially all of the assets of which constitute Cash Equivalents of the
kinds described in clauses (1) through (5) of this definition.

      "Change of Control" means the occurrence of any of the following (1) the
direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole to any "person" (as that term is used
in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related
Party of a Principal; (2) the adoption by shareholders of a plan relating to the
liquidation or dissolution of the Company; (3) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined below), other than the
Principals and their Related Parties, becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the Voting Stock of the Company, measured by
voting power rather than number of shares; (4) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that the Principals and their Related Parties (or any one of
them) becomes the Beneficial Owner, directly or indirectly, of more than 66 2/3%
of the Voting Stock of the Company, measured by voting power rather than number
of shares; or (5) the first day on which a majority of the members of the Board
of Directors of the Company are not Continuing Directors.

      "Clearstream" means Clearstream Banking.

      "Company" means Penn National Gaming, Inc., and any and all successors
thereto.

      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus: (1)
an amount equal to any extraordinary

<PAGE>

loss plus any net loss realized by such Person or any of its Restricted
Subsidiaries in connection with an Asset Sale, to the extent such losses were
deducted in computing such Consolidated Net Income; plus (2) provision for taxes
based on income or profits of such Person and its Restricted Subsidiaries for
such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus (3) consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations), to the
extent that any such expense was deducted in computing such Consolidated Net
Income; plus (4) depreciation, amortization (including amortization of goodwill
and other intangibles but excluding amortization of prepaid cash expenses that
were paid in a prior period) and other non-cash expenses (excluding any such
non-cash expense to the extent that it represents an accrual of or reserve for
cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries
for such period to the extent that such depreciation, amortization and other
non-cash expenses were deducted in computing such Consolidated Net Income; minus
(5) non-cash items increasing such Consolidated Net Income for such period,
other than the accrual of revenue in the ordinary course of business, in each
case, on a consolidated basis and determined in accordance with GAAP.

      "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that: (1) the Net Income (but not loss) of any Person that
is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or a Restricted Subsidiary of
the Person; (2) the Net Income of any Restricted Subsidiary shall be excluded to
the extent that the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders, other than limitations imposed by Gaming Laws generally applicable
to all Person operating business similar to that of such Restricted Subsidiary;
and (3) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded; and (4) the cumulative effect of a change in accounting principles
shall be excluded; and (5) the Net Income (and loss) of any Unrestricted
Subsidiary shall be excluded, whether or not distributed to the specified Person
or one of its Subsidiaries.

      For purposes of calculating Consolidated Net Income, any non-recurring
charges or expenses of an acquired company or business incurred in connection
with the purchase or acquisition of such acquired company or business by such
Person shall be added to the Net Income of such Person, to the extent any such
charges or expenses were deducted in computing such Net Income of such Person.

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who: (1) was a member of such Board of
Directors on the date of this Indenture; or (2) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

      "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

<PAGE>

      "Credit Facilities" means, one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced, restructured
or refinanced in whole or in part from time to time.

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

      "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

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

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

      "Designated Senior Debt" means (1) any Indebtedness outstanding under the
Senior Credit Facilities; and (2) after payment in full of all Obligations under
the Senior Credit Facilities, any other Senior Debt permitted under this
Indenture the principal amount of which is $25 million or more and that has been
designated by the Company as "Designated Senior Debt."

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 hereof.

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia or that guarantees or otherwise provides direct
credit support for any Indebtedness of the Company.

      "DTC" means The Depositary Trust Company in New York, New York.

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

      "Equity Offering" means an offering of the Equity Interests (other than
Disqualified Stock) of the Company that results in net proceeds to the Company
of at least $25 million.

<PAGE>

      "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

      "Event of Default" means an event described under Article 6 hereof.

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

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

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

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

      "Existing Indebtedness" means the existing Guarantees of the Company with
respect to the Indebtedness of Pennwood and up to $500,000 in aggregate
principal amount of other Indebtedness of the Company and its Subsidiaries
(other than Indebtedness under the Senior Credit Facilities) in existence on the
date of this Indenture, until such amounts are repaid.

      "Fixed Charges" means, with respect to any specified Person and its
Restricted Subsidiaries for any period, the sum, without duplication, of (1) the
consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued, including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net of the
effect of all payments made or received pursuant to Hedging Obligations; plus
(2) the consolidated interest of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus (3) any interest expense on
Indebtedness of another Person that is Guaranteed by such Person or one of its
Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon (provided that interest expense on the Pennwood Debt shall not be counted
pursuant to this clause (3) except to the extent that the Company or any of its
Restricted Subsidiaries actually makes payments on such Pennwood Debt); plus (4)
the product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests of the Company (other than Disqualified Stock) or to the Company or a
Restricted Subsidiary of the Company, times (b) a fraction, the numerator of
which is one and the denominator of which is one minus the then current combined
federal, state and local statutory tax rate of such Person, expressed as a
decimal, in each case, on a consolidated basis and in accordance with GAAP.

      "Fixed Charge Coverage Ratio" means, with respect to any specified Person
and its Restricted Subsidiaries for any period, the ratio of the Consolidated
Cash Flow of such Person and its Restricted Subsidiaries for such period to the
Fixed Charges of such Person for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees,
repays, repurchases or redeems any Indebtedness (other than ordinary working
capital borrowings) or issues, repurchases or redeems preferred stock subsequent
to the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase or redemption
of Indebtedness, or such issuance, repurchase or redemption of

<PAGE>

preferred stock, and the use of the proceeds therefrom as if the same had
occurred at the beginning of the applicable four-quarter reference period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:
(1) acquisitions that have been made by the specified Person or any of its
Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date shall be given pro forma effect as if they had occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated on a pro forma basis in accordance with Regulation
S-X under the Securities Act, but without giving effect to clause (3) of the
proviso set forth in the definition of Consolidated Net Income; (2) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded; and (3) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges shall
not be obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date.

      "Foreign Subsidiary" means any Subsidiary of the Company that (1) is not
organized under the laws of the United States, any state thereof or the District
of Columbia, and (2) conducts substantially all of its business operations
outside the United States of America.

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

      "Gaming Approval" means any governmental approval relating to any gaming
business (including pari-mutuel betting) or enterprise.

      "Gaming Authority" means any governmental authority with regulatory
oversight of, authority to regulate or jurisdiction over any gaming businesses
or enterprises, including the Mississippi Gaming Commission, the Pennsylvania
State Horse Racing Commission, the Pennsylvania State Harness Racing Commission,
the West Virginia Racing Commission, the West Virginia Lottery Commission, the
New Jersey Racing Commission, the New Jersey Casino Control Commission, the
Louisiana Gaming Control Board, the Ontario Lottery and Gaming Corporation and
the Ontario Alcohol and Gaming Commission, with regulatory oversight of,
authority to regulate or jurisdiction over any racing or gaming operation (or
proposed gaming operation) owned, managed or operated by the Company or any
Guarantor.

      "Gaming Laws" means all applicable provisions of all: (1) constitutions,
treaties, statutes or laws governing gaming operations (including without
limitation card club casinos and pari mutuel race tracks) and rules, regulations
and ordinances of any Gaming Authority, (2) Gaming Approvals and (3) orders,
decisions, judgments, awards and decrees of any Gaming Authority.

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

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

<PAGE>

      "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

      "Guarantor" means each of (1) all Subsidiaries of the Company on the date
of this Indenture; and (2) any other Subsidiary that executes a Subsidiary
Guarantee in accordance with the provisions of this Indenture; and their
respective successors and assigns.

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under (1) interest rate swap agreements, currency
swap agreement, interest rate cap agreements and interest rate collar
agreements; and (2) other agreements or arrangements designed to protect such
Person against fluctuations in interest rates or currency exchange rates.

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

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

      "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent (1) in respect of
borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments
or letters of credit (or reimbursement agreements in respect thereof); (3) in
respect of banker's acceptances; (4) representing Capital Lease Obligations; (5)
representing the balance deferred and unpaid of the purchase price of any
property, except any such balance that constitutes an accrued expense or trade
payable; or (6) representing any Hedging Obligations, if and to the extent any
of the preceding items (other than letters of credit and Hedging Obligations)
would appear as a liability upon a balance sheet of the specified Person
prepared in accordance with GAAP. In addition, the term "Indebtedness" includes
all Indebtedness of others secured by a Lien on any asset of the specified
Person (whether or not such Indebtedness is assumed by the specified Person)
and, to the extent not otherwise included, the Guarantee by the specified Person
of any indebtedness of any other Person.

      The amount of any Indebtedness outstanding as of any date shall be (1) the
accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount; and (2) the principal amount of the Indebtedness,
together with any interest on the Indebtedness that is more than 30 days past
due, in the case of any other Indebtedness.

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

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

      "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.

      "Investments" means with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations),

<PAGE>

advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of Section 4.07 hereof. The acquisition by the
Company or any Restricted Subsidiary of the Company of a Person that holds an
Investment in a third Person shall be deemed to be an Investment by the Company
or such Restricted Subsidiary in such third Person in an amount equal to the
fair market value of the Investment held by the acquired Person in such third
Person in an amount determined as provided in the final paragraph of Section
4.07 hereof.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

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

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

      "Liquidated Damages" means liquidated damages payable to Holders of Notes
following the occurrence of a Registration Default at a rate equal to 0.50% per
annum on the principal amount of Transfer Restricted Securities held by such
Holder. The amount of the liquidated damages shall increase by an additional
0.50% per annum with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of liquidated
damages of 1.00% per annum on the principal amount of Transfer Restricted
Securities as described under Section 5 of the Registration Rights Agreement.

      "Mississippi Revenue Bonds" means the Mississippi Business Finance
Corporation Industrial Revenue Bonds, Series 2001 (Bay St. Louis Project) issued
pursuant to the Trust Indenture dated February 20, 2001 between the Mississippi
Business Finance Corporation and The Peoples Bank, Biloxi, Mississippi, as
Trustee.

      "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (1) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with: (a) any Asset Sale; or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and (2) any extraordinary gain (but not loss),
together with any related provision for taxes on such extraordinary gain (but
not loss).

<PAGE>

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Indebtedness pursuant to the Senior
Credit Facilities, secured by a Lien on the asset or assets that were the
subject of such Asset Sale and any reserve for adjustment in respect of the sale
price of such asset or assets established in accordance with GAAP.

      "Non-Recourse Debt" means Indebtedness (1) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise,
or (c) constitutes the lender; (2) no default with respect to which (including
any rights that the holders of the Indebtedness may have to take enforcement
action against an Unrestricted Subsidiary) would permit upon notice, lapse of
time or both any holder of any other Indebtedness (other than the Notes) of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or
payable prior to its stated maturity; and (3) as to which the lenders have been
notified in writing that they shall not have any recourse to the stock or assets
of the Company or any of its Restricted Subsidiaries.

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

      "Notes" has the meaning assigned to it in the preamble to this Indenture.

      "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities and obligations
payable under the documentation governing any Indebtedness, including, without
limitation, interest after the commencement of any bankruptcy proceeding at the
rate specified in the applicable instrument governing or evidencing Senior Debt.

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

      "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

      "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company or any Subsidiary of
the Company.

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

<PAGE>

      "Pennwood" collectively, means Pennwood Racing, Inc., a Delaware
corporation, and its subsidiaries, including, without limitation, GS Park
Services, L.P., FR Park Services, L.P., GS Park Racing, L.P. and FR Park Racing,
L.P.

      "Pennwood Debt" means the existing Indebtedness of Pennwood Racing, Inc.
pursuant to that certain Term Loan and Security Agreement dated July 29, 1999,
by and among FR Park Racing, L.P., GS Park Racing, L.P. and Commerce Bank, N.A.,
that is guaranteed by the Company.

      "Permitted Business" means any business in which the Company and its
Restricted Subsidiaries are engaged on the date of this Indenture or any
business reasonably related, incidental or ancillary thereto.

      "Permitted Investments" means: (1) any Investment in the Company or in a
Restricted Subsidiary of the Company that is a Guarantor; (2) any Investment in
Cash Equivalents; (3) any Investment by the Company or any Subsidiary of the
Company in a Person, if as a result of such Investment, (a) such Person becomes
a Restricted Subsidiary of the Company and also is a Guarantor, or (b) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Company
or a Restricted Subsidiary of the Company that is a Guarantor; (4) any
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;
(5) any Investment solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Company or made with the proceeds of a
substantially concurrent sale of such Equity Interests made for such purpose;
(6) any Investments received in compromise of obligations of such persons
incurred in the ordinary course of trade creditors or customers that were
incurred in the ordinary course of business, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any
trade creditor or customer; (7) Hedging Obligations; (8) the extension of credit
to customers of the Company or its Restricted Subsidiaries consistent with
gaming industry practice in the ordinary course of business; (9) loans and
advances to officers, directors and employees for business-related travel
expenses, moving or relocation expenses and other similar expenses, in each
case, incurred in the ordinary course of business; (10) loans and advances to
officers, directors and employees other than incurred pursuant to clause (9) of
this definition in an aggregate amount not to exceed $250,000 extended during
any one fiscal year or $1 million outstanding at any time; (11) Guarantees that
constitute Permitted Debt; (12) investments in Pennwood arising from any payment
in respect of the Existing Indebtedness related to Pennwood; (13) investments of
any Person (other than Indebtedness of such Person) in existence at the time
such Person becomes a Subsidiary of the Company provided such Investment was not
made in connection with or anticipation of such Person becoming a Subsidiary of
the Company; (14) other Investments in any Person having an aggregate fair
market value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (14) since the date of this
Indenture that remain outstanding not to exceed $20 million; (15) the Notes and
Indebtedness under the Senior Credit Facilities; and (16) any Investment by the
Company or any Guarantor from time to time in the Mississippi Revenue Bonds in
an aggregate principal amount of up to $30 million, the proceeds of which are
loaned by the Mississippi Business Finance Corporation to BSL, Inc. for the
acquisition, construction, installation and equipping of a hotel and related
facilities adjacent to the Casino Magic Bay St. Louis casino and to pay
customary costs and expenses associated with the issuance of the Mississippi
Revenue Bonds and the construction of such hotel.

      "Permitted Junior Securities" means (1) Equity Interests in the Company or
any Guarantor; or (2) debt securities of the Company or any Guarantor that are
subordinated to all Senior Debt and any debt securities issued in exchange for
Senior Debt to substantially the same extent as, or to a greater extent than,
the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under
this Indenture.

<PAGE>

      "Permitted Liens" means (1) Liens of the Company and any Guarantor
securing Indebtedness and other Obligations under Credit Facilities that were
securing Senior Debt that was permitted by the terms of this Indenture to be
incurred; (2) Liens in favor of the Company or the Guarantors; (3) Liens on
property of a Person existing at the time such Person is merged with or into or
consolidated with the Company or any Subsidiary of the Company or otherwise
becomes a Subsidiary of the Company; provided that such Liens were not granted
in connection with, or in anticipation of, such merger or consolidation or
acquisition and do not extend to any assets other than those of such Person
merged into or consolidated with the Company or the Subsidiary; (4) Liens on
property existing at the time of acquisition of the property by the Company or
any Subsidiary of the Company, provided that such Liens were in existence prior
to the contemplation of such acquisition; (5) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business; (6)
Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
clause (iv) of the second paragraph of Section 4.09 hereof covering only the
assets acquired with such Indebtedness; (7) Liens existing on the date of this
Indenture; (8) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as is required in conformity
with GAAP has been made therefor; (9) judgment Liens not giving rise to an Event
of Default so long as such Lien is adequately bonded and any appropriate legal
proceedings which may have been initiated for the review of such judgment shall
not have been fully terminated or the period within such proceedings may be
initiated shall not have expired; (10) Liens incurred or deposits made in the
ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security, including any Lien
securing letters of credit issued in the ordinary course of business in
connection therewith; (11) Liens incurred in the ordinary course of business of
the Company or any Subsidiary of the Company with respect to obligations that do
not exceed $5 million at any one time outstanding; and (12) Liens on assets of
Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted
Subsidiaries.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that (1) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus
all accrued interest on the Indebtedness and the amount of all expenses and
premiums incurred in connection therewith); (2) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (3) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and (4) such Indebtedness is incurred either by the
Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

      "Principal Property" means any and all rights, title and interest in the
property, assets, accounts, and operations of Pocono Downs in Wilkes-Barre,
Pennsylvania, the Charles Town Entertainment

<PAGE>

Complex in Charles Town, West Virginia, Casino Magic Bay St. Louis in Bay St.
Louis, Mississippi, Boomtown Biloxi in Biloxi, Mississippi, Penn National Race
Course in Harrisburg, Pennsylvania, and Casino Rouge in Baton Rouge, Louisiana,
and the Development and Operating Agreement among the Ontario Lottery and Gaming
Corporation, the Chippewas of Rama First Nation and certain of their affiliates,
and CRC Holdings Inc. and certain of its affiliates, dated March 18, 1996, as
amended on April 15, 1996 and June 12, 2000.

      "Principals" means Peter D. Carlino, Peter M. Carlino, Richard T. Carlino,
Harold Cramer and The Carlino Family Trust.

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

      "Purchase Money Indebtedness" means Indebtedness of the Company or any of
its Restricted Subsidiaries incurred for the purpose of financing all or any
part of the purchase price or cost of installation, construction or improvement
of any property.

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

      "Registration Default" means Registration Default as defined in the
Registration Rights Agreement.

      "Registration Rights Agreement" means the registration rights agreement
dated as of the date of this Indenture between the Company and the Initial
Purchasers.

      "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.

      "Related Party" means (1) any controlling stockholder, 80% (or more) owned
Subsidiary, or immediate family member (in the case of an individual) of any
Principal; or (2) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of any one or more Principals
and/or such other Persons referred to in the immediately preceding clause (1).

      "Representative" means this Indenture trustee or other trustee, agent or
representative for any Senior Debt.

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

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

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

<PAGE>

      "Restricted Investment" means an Investment other than a Permitted
Investment.

      "Restricted Subsidiary" of a Person means any Subsidiary of such Person
that is not an Unrestricted Subsidiary.

      "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.

      "SEC" means the Securities and Exchange Commission.

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

      "Senior Credit Facilities" means the Credit Agreement dated as of August
8, 2000 between the Company, as borrower, the several lenders from time to time
party thereto and Lehman Brothers Inc., as Lead Arranger and Book-Running
Manager, CIBC World Markets Corp., as Co-Lead Arranger and Co-Book Running
Manager, Lehman Commercial Paper Inc., as Syndication Agent, Canadian Imperial
Bank of Commerce, as Administrative Agent and the CIT Group/Equipment Financing
Inc., First Union National Bank and Wells Fargo Bank, N.A., as Documentation
Agents, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, restructured, replaced or refinanced from
time to time including increases in principal amount (whether the same are
provided by the original agents and lenders under such Senior Credit Facilities
or other agents or other lenders).

      "Senior Debt" means (1) all Indebtedness of the Company or any Guarantor
outstanding under Credit Facilities and all Hedging Obligations with respect
thereto; (2) any other Indebtedness of the Company or any Guarantor permitted to
be incurred under the terms of this Indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes or any Subsidiary Guarantee; and
(3) all Obligations with respect to the items listed in the preceding clauses
(1) and (2).

      Notwithstanding anything to the contrary in the preceding, Senior Debt
shall not include (1) any liability for federal, state, local or other taxes
owed or owing by the Company; (2) any Indebtedness of the Company to any of its
Subsidiaries or other Affiliates; (3) any trade payables; or (4) the portion of
any Indebtedness that is incurred in violation of this Indenture.

      "Senior Guarantees" means the Guarantees by the Guarantors of Obligations
under the Senior Credit Facilities.

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

      "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

<PAGE>

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

      "Subsidiary" means, with respect to any specified Person (1) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and (2) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

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

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

      "Transfer Restricted Securities" means Transfer Restricted Securities as
defined in the Registration Rights Agreement.

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

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

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

      "Unrestricted Subsidiary" means any Subsidiary of the Company (other than
a Subsidiary that is an owner of a Principal Property) that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution,
but only to the extent that such Subsidiary (1) has, or shall have after giving
effect to such designation, no Indebtedness other than Non-Recourse Debt; (2) is
not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company; (3) is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results; (4) has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries; and (5)
has at least one director on its Board of Directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries.

<PAGE>

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described in Section 4.07
hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, the Company
shall be in default of such covenant. The Board of Directors of the Company may
at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (1) such Indebtedness is permitted under Section 4.07 hereof,
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

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

      "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (1) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness,
by (b) the number of years (calculated to the nearest one-twelfth) that shall
elapse between such date and the making of such payment; by (2) the then
outstanding principal amount of such Indebtedness.

      "Wholly Owned Subsidiary" of any specified Person means a Domestic
Subsidiary of such Person all of the outstanding Capital Stock and other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Domestic
Subsidiaries of such Person.

Section 1.02. Other Definitions.

                                                                Defined in
      Term                                                       Section
      ----                                                       -------
      "Affiliate Transaction"..................................    4.11
      "Asset Sale".............................................    4.10
      "Asset Sale Offer".......................................    3.09
      "Authentication Order"...................................    2.02
      "Bankruptcy Law".........................................    4.01
      "Change of Control Offer"................................    4.14
      "Change of Control Payment"..............................    4.14
      "Change of Control Payment Date".........................    4.14
      "Covenant Defeasance"....................................    8.03
      "Excess Proceeds"........................................    4.10
      "incur"..................................................    4.09
      "Legal Defeasance".......................................    8.02
      "Offer Amount"...........................................    3.09

<PAGE>

                                                                Defined in
      Term                                                       Section
      ----                                                       -------
      "Offer Period"...........................................    3.09
      "Paying Agent"...........................................    2.03
      "Permitted Debt".........................................    4.09
      "Purchase Date"..........................................    3.09
      "Registrar"..............................................    2.03
      "Restricted Payments"....................................    4.07

Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

      "indenture securities" means the Notes;

      "indenture security Holder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04. Rules of Construction.

      Unless the context otherwise requires:

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

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

      (c) "or" is not exclusive;

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

      (e) provisions apply to successive events and transactions; and

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

<PAGE>

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01. Form and Dating.

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

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

      (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

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

Section 2.02. Execution and Authentication.

      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 two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

<PAGE>

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

Section 2.03. Registrar and Paying Agent.

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

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

      The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust.

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

Section 2.05. Holder Lists.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 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 ss. 312(a).

Section 2.06. Transfer and Exchange.

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

<PAGE>

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

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

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

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

<PAGE>

      Letter of Transmittal delivered by the Holder of such beneficial interests
      in the Restricted Global Notes. Upon satisfaction of all of the
      requirements for transfer or exchange of beneficial interests in Global
      Notes contained in this Indenture and the Notes or otherwise applicable
      under the Securities Act, the Trustee shall adjust the principal amount of
      the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

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

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

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

                  (E) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the

<PAGE>

            Securities Act other than those listed in subparagraphs (B) through
            (D) above, a certificate to the effect set forth in Exhibit B
            hereto, including the certifications, certificates and Opinion of
            Counsel required by item (3) thereof, if applicable;

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

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

                        (2) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take

<PAGE>

                  delivery thereof in the form of a Definitive Note that does
                  not bear the Private Placement Legend, a certificate from such
                  holder in the form of Exhibit B hereto, including the
                  certifications in item (4) thereof;

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

            (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof,
      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall not bear the Private Placement Legend.

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

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

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

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

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

                  (D) if such Restricted Definitive Note is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with

<PAGE>

            Rule 144 under the Securities Act, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications in item
            (3)(a) thereof;

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

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

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

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

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

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

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

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

                  (D) the Registrar receives the following:

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

<PAGE>

equal to the principal amount of the Restricted Definitive Notes accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Company shall execute
and the Trustee shall authenticate and deliver to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.

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

            (i) Private Placement Legend.

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

"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH
EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS
ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER JURISDICTION. 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 OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER
OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES 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 FOREIGN PERSON
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT
OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), AS LONG AS THE REGISTRAR RECEIVES A CERTIFICATION OF THE TRANSFEROR
AND AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (2) TO THE COMPANY OR (3) 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 RESTRICTION 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) to this
            Section 2.06 (and all Notes issued in exchange therefor or
            substitution thereof) shall not bear the Private Placement Legend.

<PAGE>

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

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

      (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

      (i) General Provisions Relating to Transfers and Exchanges.

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

            (ii) No service charge shall be made to a holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof

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

            (iv) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      shall be the valid 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

<PAGE>

      of any selection of Notes for redemption under Section 3.02 hereof and
      ending at the close of business on the day of selection, (B) to register
      the transfer of or to exchange any Note so selected for redemption in
      whole or in part, except the unredeemed portion of any Note being redeemed
      in part or (C) to register the transfer of or to exchange a Note between a
      record date and the next succeeding Interest Payment Date.

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

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

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

Section 2.07. Replacement Notes.

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

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

Section 2.08. Outstanding Notes.

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

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

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

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

<PAGE>

Section 2.09. Treasury Notes.

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

Section 2.10. Temporary Notes.

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

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

Section 2.11. Cancellation.

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

Section 2.12. Defaulted Interest.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

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

<PAGE>

shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

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

Section 3.03. Notice of Redemption.

      Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture.

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

      (a) the redemption date;

      (b) the redemption price;

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

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

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

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

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

<PAGE>

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

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

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

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

      If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

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

Section 3.07. Optional Redemption.

      (a) At any time prior to March 1, 2004, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes originally
issued under this Indenture at a redemption price of 111.125% of the principal
amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that at least 65% of the aggregate principal amount of Notes issued
under this Indenture remains outstanding immediately after the occurrence of
such redemption (excluding Notes held by the Company and its Subsidiaries); and
the redemption occurs within 90 days of the date of the closing of such Equity
Offering.

      (b) Except as described in clause (a) of this Section 3.07, the Notes
shall not be redeemable at the Company's option prior to March 1, 2005. On and
after March 1, 2005, the Company may redeem

<PAGE>

all or a part of the Notes upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages, if any, on
the Notes redeemed, to the applicable redemption date, if redeemed during the
twelve-month period beginning on March 1 of the years indicated below:

--------------------------------------------------------------------------------
Year                                                                 Percentage
--------------------------------------------------------------------------------
2005                                                                  105.563%
--------------------------------------------------------------------------------
2006                                                                  102.781%
--------------------------------------------------------------------------------
2007 and thereafter                                                   100.000%
--------------------------------------------------------------------------------

      In addition to the foregoing, if any Gaming Authority requires that a
holder or beneficial owner of Notes must be licensed, qualified or found
suitable under any applicable Gaming Laws and such holder or beneficial owner
(i) fails to apply for a license, qualification or a finding of suitability
within 30 days (or such shorter period as may be required by the applicable
Gaming Authority) after being requested to do so by the Gaming Authority, or
(ii) is denied such license or qualification or not found suitable, the Company
shall have the right, at its option (i) to require any such holder or beneficial
owner to dispose of its Notes within 30 days (or such earlier date as may be
required by the applicable Gaming Authority) of receipt of such notice or
finding by such Gaming Authority, or (ii) to call for the redemption of the
Notes of such holder or beneficial owner at a redemption price equal to the
least of (A) the principal amount thereof, together with accrued interest and
Liquidated Damages, if any, to the earlier of the date of redemption or the date
of the denial of license or qualification or of the finding of unsuitability by
such Gaming Authority, (B) the price at which such holder or beneficial owner
acquired the Notes, together with accrued interest and Liquidated Damages, if
any, to the earlier of the date of redemption or the date of the denial of
license or qualification or of the finding of unsuitability by such Gaming
Authority, or (C) such other lesser amount as may be required by any Gaming
Authority.

      The Company shall notify the Trustee in writing of any such redemption as
soon as practicable. The holder or beneficial owner applying for license,
qualification or a finding of suitability must pay all costs of the licensure or
investigation for such qualification or finding of suitability.

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

Section 3.08. Mandatory Redemption.

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

Section 3.09. Offer to Purchase by Application of Excess Proceeds.

      In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

      The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered,

<PAGE>

all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made.

      If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

      Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

      (a) that the Asset Sale Offer is being made pursuant to this Section 3.09
and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain
open;

      (b) the Offer Amount, the purchase price and the Purchase Date;

      (c) that any Note not tendered or accepted for payment shall continue to
accrete or accrue interest;

      (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest after the Purchase Date;

      (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of $1,000
only;

      (f) that Holders electing to have a Note purchased pursuant to any Asset
Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

      (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

      (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

      (i) that Holders whose Notes were purchased only in part shall be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer).

      On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to

<PAGE>

the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Notes tendered, and shall deliver to the Trustee an Officers' Certificate
stating that such Notes or portions thereof were accepted for payment by the
Company in accordance with the terms of this Section 3.09. The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any
case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company shall
promptly issue a new Note, and the Trustee, upon written request from the
Company shall authenticate and mail or deliver such new Note to such Holder, in
a principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company shall publicly announce the results of the Asset
Sale Offer on the Purchase Date.

      Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01. Payment of Notes.

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

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02. Maintenance of Office or Agency.

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

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

<PAGE>

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

Section 4.03. Reports.

      (a) Whether or not required by the Commission, so long as any Notes are
outstanding, the Company shall furnish to the Trustee for mailing to the Holders
of Notes, within 15 days after the time periods specified in the Commission's
rules and regulations (i) all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report on the
annual financial statements by the Company's certified independent accountants;
and (ii) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports. In
addition, following the consummation of the exchange offer contemplated by the
Registration Rights Agreement, whether or not required by the Commission, the
Company shall file a copy of all of the information and reports referred to in
clauses (i) and (ii) above with the Commission for public availability within
the time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing, in which event the Company shall make
such information available to securities analysts and prospective investors upon
request). In addition, the Company and the Guarantors have agreed that, for so
long as any Notes remain outstanding, they shall furnish to the Persons entitled
thereto, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

      (b) If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph will include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

Section 4.04. Compliance Certificate.

      (a) The Company and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 105 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

      (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for

<PAGE>

certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Article 4 or Article 5 hereof or, if any such violation has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

      (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05. Taxes.

      The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

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

Section 4.07. Restricted Payments.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other distribution on account of the Company's or any of its Restricted
Subsidiaries' Equity Interests (including, without limitation, any payment from
funds or property of the Company or any of its Restricted Subsidiaries in
connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries) or to the direct or indirect holders of the Company's
or any of its Restricted Subsidiaries' Equity Interests in their capacity as
such (other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company or to the Company or a Restricted
Subsidiary of the Company); (ii) purchase, redeem or otherwise acquire or retire
for value (including, without limitation, any payment from funds or property of
the Company or any of its Restricted Subsidiaries in connection with any merger
or consolidation involving the Company) any Equity Interests of the Company or
any direct or indirect parent of the Company; (iii) make any payment on or with
respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is subordinated to the Notes or the Subsidiary
Guarantees, except a payment of interest or principal at the Stated Maturity
thereof; or (iv) make any Restricted Investment (all such payments and other
actions set forth in these clauses (i) through (iv) above being collectively
referred to as "Restricted Payments"), unless, at the time of and after giving
effect to such Restricted Payment:

            (a) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment; and

<PAGE>

            (b) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable four-quarter period, have
      been permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Fixed Charge Coverage Ratio test set forth in the first paragraph
      of Section 4.09 hereof, and

            (c) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries after the date of this Indenture (excluding Restricted
      Payments permitted by clauses (ii), (iii) and (iv) of the next succeeding
      paragraph), is less than the sum, without duplication, of: (i) 50% of the
      Consolidated Net Income of the Company for the period (taken as one
      accounting period) from the beginning of the first fiscal quarter
      commencing after the date of this Indenture to the end of the Company's
      most recently ended fiscal quarter for which internal financial statements
      are available at the time of such Restricted Payment (or, if such
      Consolidated Net Income for such period is a deficit, less 100% of such
      deficit), plus (ii) 100% of the aggregate net cash proceeds received by
      the Company since the date of this Indenture as a contribution to its
      common equity capital or from the issue or sale of Equity Interests of the
      Company (other than Disqualified Stock) or from the issue or sale of
      convertible or exchangeable Disqualified Stock or convertible or
      exchangeable debt securities of the Company that have been converted into
      or exchanged for such Equity Interests (other than Equity Interests (or
      Disqualified Stock or debt securities) sold to a Subsidiary of the
      Company), plus (iii) to the extent that any Restricted Investment that was
      made after the date of this Indenture is sold for cash or otherwise
      liquidated or repaid for cash, the lesser of (A) the cash return of
      capital with respect to such Restricted Investment (less the cost of
      disposition, if any) and (B) the initial amount of such Restricted
      Investment, plus (iv) to the extent that any Unrestricted Subsidiary of
      the Company is redesignated as a Restricted Subsidiary in compliance with
      Section 4.18 hereof after the Issue Date, the lesser of (A) the fair
      market value of the Company's Investment in such Subsidiary as of the date
      of such redesignation or (B) such fair market value as of the date on
      which such Subsidiary was originally designated as an Unrestricted
      Subsidiary.

      The preceding provisions will not prohibit (i) the payment of any dividend
or the consummation of any irrevocable redemption within 60 days after the date
of declaration of the dividend or giving of the redemption notice, as
applicable, if at the date of declaration or giving of the redemption notice, as
the case may be, the dividend or redemption payment would have complied with the
provisions of this Indenture; (ii) the redemption, repurchase, retirement,
defeasance or other acquisition of any subordinated Indebtedness of the Company
or any Guarantor or of any Equity Interests of the Company in exchange for, or
out of the net cash proceeds of the substantially concurrent sale (other than to
a Restricted Subsidiary of the Company) of, Equity Interests of the Company
(other than Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (c)(ii) of the
preceding paragraph; (iii) the defeasance, redemption, repurchase or other
acquisition of subordinated Indebtedness of the Company or any Guarantor with
the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
(iv) the payment of any dividend by a Restricted Subsidiary of the Company to
the holders of its Equity Interests on a pro rata basis; (v) redemptions,
repurchases or repayments to the extent required by any Gaming Authority having
jurisdiction over the Company or any Restricted Subsidiary or deemed necessary
by the Board of Directors of the Company in order to avoid the suspension,
revocation or denial of a gaming license by any Gaming Authority; (vi) the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held
by any member of the Company's (or any of its Restricted Subsidiaries')
management pursuant to any management equity subscription agreement, stock
option

<PAGE>

agreement or similar agreement; provided that the aggregate price paid for all
such repurchased, redeemed, acquired or retired Equity Interests may not exceed
$750,000 in any twelve-month period; (vii) other Restricted Payments not to
exceed $5 million in the aggregate since the Issue Date; (viii) the declaration
and payment of dividends to holders of the Company's Disqualified Stock or the
preferred stock of a Guarantor, in each case issued in accordance with Section
4.09 hereof; (ix) repurchases of Equity Interests deemed to occur upon exercise
of stock options if such Equity Interests represent a portion of the exercise
price of such options.

      The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Subsidiary, as the
case may be, pursuant to the Restricted Payment. The fair market value of any
assets or securities that are required to be valued by this covenant shall be
determined by the Board of Directors whose resolution with respect thereto shall
be delivered to the Trustee. The Board of Directors' determination must be based
upon an opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing if the fair market value exceeds $5 million.
Not later than 30 days after the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions on
its Capital Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits,
or pay any indebtedness owed to the Company or any of its Restricted
Subsidiaries; (ii) make loans or advances to the Company or any of its
Restricted Subsidiaries; or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries.

      However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of (i) agreements governing Existing
Indebtedness and Credit Facilities as in effect on the date of this Indenture
and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, restructurings, replacements or refinancings of those
agreements, provided that the amendments, modifications, restatements, renewals,
increases, supplements, refundings, restructurings, replacements or refinancings
are no more restrictive, taken as a whole, with respect to such dividend and
other payment restrictions than those contained in those agreements on the date
of this Indenture; (ii) this Indenture, the Notes and the Subsidiary Guarantees;
(iii) applicable law or requirements of any Gaming Authority; (iv) any
instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness or Capital Stock was
incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred; (v)
customary non-assignment provisions in any purchase money financing contracts or
leases entered into in the ordinary course of business and consistent with past
practices; (vi) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on that property of the nature
described in clause (iii) of the preceding paragraph; (vii) any agreement for
the sale or other disposition of a Restricted Subsidiary that restricts
distributions by that Restricted Subsidiary pending its sale or other
disposition; (viii) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing

<PAGE>

Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced; (ix) Liens securing
Indebtedness otherwise permitted to be incurred under the provisions of Section
4.12 hereof that limit the right of the debtor to dispose of the assets subject
to such Liens; (x) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements, assets sale agreements, stock
sale agreements and other similar agreements entered into in the ordinary course
of business; (xi) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business; (xii)
Senior Debt, provided that the restrictions contained in the agreements
governing such Senior Debt are no more restrictive, taken as a whole, than those
contained in the Senior Credit Facilities; (xiii) Indebtedness and related
Guarantees by the Guarantors that ranks pari passu with the Notes and the
guarantees of the Notes by the Guarantors; provided that the restrictions
contained in the agreements governing such indebtedness and related Guarantees
are no more restrictive, taken as a whole, than those contained in this
Indenture; and (xiv) Indebtedness incurred, or preferred stock issued, by
Foreign Subsidiaries, provided that the restrictions contained in the agreements
or instruments governing such Indebtedness or preferred stock: (A) apply only in
the event of a payment default or a default with respect to a financial covenant
contained in the terms of such Indebtedness or preferred stock or shall not
materially affect the Company's ability to make principal or interest payments
on the Notes as determined by the Board of Directors of the Company, whose
determination shall be conclusive; and (B) are not materially more
disadvantageous to holders of the Notes than is customary in comparable
financings as determined in good faith by the Board of Directors, whose
determination shall be conclusive.

Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt), and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Subsidiaries to issue any shares of preferred stock; provided, however, that the
Company may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock, and the Guarantors may incur Indebtedness or issue preferred stock, if
the Fixed Charge Coverage Ratio for the Company's most recently ended four full
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been at least
2.0 to 1.0 determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
or the preferred stock or Disqualified Stock had been issued, as the case may
be, at the beginning of such four-quarter period.

      The first paragraph of this covenant shall not prohibit the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

            (i) the incurrence by the Company and/or any of the Guarantors of
      Indebtedness and letters of credit pursuant to the Credit Facilities;
      provided that the aggregate principal amount of all Indebtedness then
      classified as having been incurred in reliance upon this clause (i) that
      remains outstanding under Credit Facilities after giving effect to such
      incurrence does not exceed $350 million (provided, that if the CRC
      Acquisition is not consummated on or prior to October 31, 2001, this
      number shall be reduced by an amount equal to the net proceeds of the
      offering of the Series A Notes), less the aggregate amount of all Net
      Proceeds of Asset Sales that have been applied by the Company or any of
      its Restricted Subsidiaries since the date of this Indenture to repay any
      Indebtedness under a Credit Facility (and to reduce commitments with
      respect thereto in the case of any such Indebtedness that is revolving
      credit Indebtedness) pursuant to Section 4.10 hereof; provided, however,
      that the maximum amount permitted to be outstanding under this clause (i)
      shall not be deemed to limit additional Indebtedness under the

<PAGE>

      Credit Facilities to the extent the incurrence of such additional
      Indebtedness is permitted pursuant to any of the other provisions under
      this Section 4.09;

            (ii) the incurrence by the Company and its Restricted Subsidiaries
      of the Existing Indebtedness;

            (iii) the incurrence by the Company and the Guarantors of
      Indebtedness represented by the Notes and the related Subsidiary
      Guarantees to be issued on the date of this Indenture and the exchange
      notes and the related Subsidiary Guarantees to be issued pursuant to the
      Registration Rights Agreement;

            (iv) the incurrence by the Company or any of the Guarantors of
      Indebtedness represented by Purchase Money Indebtedness and Capital Lease
      Obligations incurred in connection with the purchase or capital lease of
      video gaming machines, slot machines or other gaming equipment in an
      aggregate principal amount or accreted value, as applicable, including all
      Permitted Refinancing Indebtedness incurred to refund, refinance or
      replace any Indebtedness incurred pursuant to this clause (iv), not to
      exceed $20 million at any time outstanding;

            (v) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to refund, refinance or replace
      Indebtedness that was permitted by this Indenture to be incurred under the
      first paragraph of this Section 4.09 or clauses (ii), (iii), (iv), or
      (xii) of this paragraph;

            (vi) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Restricted Subsidiaries; provided, however, that: (A) if the
      Company or any Guarantor is the obligor on such Indebtedness, such
      Indebtedness must be expressly subordinated to the prior payment in full
      in cash of all Obligations with respect to the Notes, in the case of the
      Company, or the Subsidiary Guarantee, in the case of a Guarantor; and (B)
      (1) any subsequent issuance or transfer of Equity Interests that results
      in any such Indebtedness being held by a Person other than the Company or
      a Restricted Subsidiary of the Company and (2) any sale or other transfer
      of any such Indebtedness to a Person that is not either the Company or a
      Restricted Subsidiary of the Company shall be deemed, in each case, to
      constitute an incurrence of such Indebtedness by the Company or such
      Subsidiary, as the case may be, that was not permitted by this clause
      (vi);

            (vii) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations that are incurred for the purpose of
      fixing or hedging interest rate risk or currency exchange risk with
      respect to any floating rate Indebtedness or non-U.S. dollar-denominated
      Indebtedness that is permitted by the terms of this Indenture to be
      outstanding;

            (viii) the guarantee by the Company or any of the Guarantors of
      Indebtedness of the Company or a Restricted Subsidiary of the Company that
      was permitted to be incurred by another provision of this Section 4.09;

            (ix) the incurrence by the Company's Unrestricted Subsidiaries of
      Non-Recourse Debt; provided, however, that if any such Indebtedness ceases
      to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
      deemed to constitute an incurrence of Indebtedness by a Restricted
      Subsidiary of the Company that was not permitted by this clause (ix);

            (x) Indebtedness incurred by the Company or any of its Restricted
      Subsidiaries constituting reimbursement obligations with respect to
      letters of credit issued in the ordinary

<PAGE>

      course of business, including without limitation to letters of credit in
      respect to workers' compensation claims or self-insurance, or other
      Indebtedness with respect to reimbursement type obligations regarding
      workers' compensation claims; provided, however, that upon the drawing of
      such letters of credit or the incurrence of such Indebtedness, such
      obligations are reimbursed within 30 days following such drawing or
      incurrence;

            (xi) obligations in respect of performance and surety bonds and
      completion guarantees provided by the Company or any Restricted Subsidiary
      in the ordinary course of business;

            (xii) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently (except in the case of daylight overdrafts) drawn against
      insufficient funds in the ordinary course of business; provided, however,
      that such Indebtedness is extinguished within two business days of
      incurrence;

            (xiii) Indebtedness of CRC Holdings, Inc. and its Subsidiaries
      existing at the time of the CRC Acquisition that is substantially
      concurrently repurchased, repaid or otherwise retired or defeased;

            (xiv) incurrence of Indebtedness by the Company or any of its
      Restricted Subsidiaries (in addition to Existing Indebtedness) consisting
      of Guarantees of Indebtedness of Pennwood in an aggregate principal amount
      at any time outstanding not to exceed $20 million; and

            (xv) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness in an aggregate principal amount
      (or accreted value, as applicable) at any time outstanding, including all
      Permitted Refinancing Indebtedness incurred to refund, refinance or
      replace any other Indebtedness incurred pursuant to this clause (xv), not
      to exceed $20 million.

            (xvi) the borrowing from time to time by the Company or any
      Guarantor of up to $30 million under that certain Loan Agreement dated
      February 20, 2001 between Mississippi Business Finance Corporation and
      BSL, Inc. where such loan is pledged by Mississippi Business Finance
      Corporation to secure the Revenue Bonds held by the Company or any of its
      Restricted Subsidiaries and the net proceeds of the loan are used for the
      acquisition, construction, installation and equipping of a hotel and
      related facilities adjacent to the Casino Magic Bay St. Louis casino and
      to pay customary costs and expenses associated with the issuance of the
      Mississippi Revenue Bonds and the construction of such hotel.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (xvi) above
or is entitled to be incurred pursuant to the first paragraph of this Section
4.09, the Company shall be permitted to classify such item of Indebtedness on
the date of its incurrence in any manner that complies with this Section 4.09.
In addition, the Company may, at any time, change the classification of an item
of Indebtedness (or any portion thereof) to any other clause or to the first
paragraph of this covenant provided that the Company would be permitted to incur
such item of Indebtedness (or portion thereof) pursuant to such other clause or
the first paragraph of this Section 4.09, as the case may be, at such time of
reclassification. Indebtedness under the Senior Credit Facilities outstanding on
the date on which Notes are first issued and authenticated under this Indenture
shall be deemed to have been incurred on such date in reliance on the exception
provided by clause (i) of the definition of Permitted Debt.

<PAGE>

Section 4.10. Asset Sales.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to: (1) sell, lease, convey or otherwise dispose of any assets or
rights; provided that the sale, conveyance or other disposition of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole shall be governed by the provisions of Section 4.14 and/or Section 5.01
hereof and not by the provisions of Section 4.10 hereof; or (2) issue Equity
Interests in any of the Company's Restricted Subsidiaries or permit the sale of
Equity Interests in any of its Subsidiaries (each of the foregoing, an "Asset
Sale"), unless: (i) the Company (or the Restricted Subsidiary, as the case may
be) receives consideration at the time of the Asset Sale at least equal to the
fair market value of the assets or Equity Interests issued or sold or otherwise
disposed of; (ii) the fair market value is determined by the Company's Board of
Directors and evidenced by a resolution of the Board of Directors set forth in
an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the
consideration received in the Asset Sale by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
provision, each of the following shall be deemed to be cash: (A) any
liabilities, as shown on the Company's or such Restricted Subsidiary's most
recent balance sheet, of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any
such assets pursuant to a customary novation agreement that releases the Company
or such Restricted Subsidiary from further liability; and (B) any securities,
notes or other obligations received by the Company or any such Restricted
Subsidiary from such transferee that are contemporaneously, subject to ordinary
settlement periods, converted by the Company or such Restricted Subsidiary into
cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received
in that conversion. Notwithstanding the preceding, the following items shall not
be deemed to be Asset Sales: (1) any single transaction or series of related
transactions that involves assets having a fair market value of less than $2
million; (2) a transfer of assets between or among the Company and its
Restricted Subsidiaries; (3) an issuance of Equity Interests by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary; (4) the sale or
lease of equipment, inventory, accounts receivable or other assets in the
ordinary course of business; (5) the sale or other disposition of cash or Cash
Equivalents; and (6) a Restricted Payment or Permitted Investment that is
permitted by Section 4.07 hereof

      (b) Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply those Net Proceeds at its option: (i) to repay
Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto; (ii) to acquire all or
substantially all of the assets of, or a majority of the Voting Stock of,
another Permitted Business; (iii) to make capital expenditures; or (iv) to
acquire other long-term assets that are used or useful in a Permitted Business.

      Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

      (c) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $5 million, the Company shall make
an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100%
of principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the

<PAGE>

Company may use those Excess Proceeds for any purpose not otherwise prohibited
by this Indenture. If the aggregate principal amount of Notes and other pari
passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

      (d) Notwithstanding the foregoing, the Company or a Restricted Subsidiary
shall be permitted to consummate an Asset Sale without complying with the
foregoing provisions if: (i) the Company or its Restricted Subsidiary receives
consideration at the time of such Asset Sale at least equal to the fair market
value of the assets or other property sold, issued or otherwise disposed of (as
evidenced by a resolution of the Board of the Company) as set forth in an
Officers' Certificate delivered to the Trustee, (ii) the transaction constitutes
a "like-kind exchange" of the type contemplated by Section 1031 of the Internal
Revenue Code, and (iii) the consideration for such Asset Sale constitutes assets
that the Board of Directors in its good faith judgment at the time of the sale
determines shall be used or useful in a Permitted Business; provided that any
non-cash consideration not constituting assets that the Board of Directors in
its good faith judgment at the time of the sale determines shall be used or
useful in a Permitted Business received by the Company or a Restricted
Subsidiary in connection with such Asset Sale that is converted into or sold or
otherwise disposed of for cash or Cash Equivalents at any time within 360 days
after such Asset Sale and any cash or Cash Equivalents received by the Company
or a Restricted Subsidiary in connection with such Asset Sale shall constitute
Net Proceeds subject to the provisions set forth above.

Section 4.11. Transactions with Affiliates.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless: (i) the Affiliate
Transaction is on terms that are no less favorable to the Company or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and (ii) the Company delivers to the Trustee: (A) with respect
to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $2 million, a resolution of the
Board of Directors set forth in an Officers' Certificate certifying that such
Affiliate Transaction complies with this covenant and that such Affiliate
Transaction has been approved by a majority of the disinterested members of the
Board of Directors; and (B) with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate consideration in excess of
$5 million, an opinion as to the fairness to the Holders of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.

      (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.11(a): (i)
any employment agreements or arrangements and benefit plans or arrangements, and
any transactions contemplated by any of the foregoing relating to the
compensation and employee benefits matters, in each case in respect of
employees, officers or directors entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business and consistent with
the past practice of the Company or such Restricted Subsidiary; (ii)
transactions between or among the Company and/or its Restricted Subsidiaries;
(iii) transactions with a Person that is an Affiliate of the Company solely
because the Company owns an Equity Interest in such Person; (iv) payment of
reasonable directors fees and indemnity provided on behalf of officers,
directors or employees

<PAGE>

of the Company or any of its Restricted Subsidiaries; (v) sales of Equity
Interests (other than Disqualified Stock) to Affiliates of the Company; (vi)
Restricted Payments that are permitted by Section 4.07 hereof.

Section 4.12. Liens.

      The Company shall not and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Indebtedness or trade payables
(other than Permitted Liens) upon any of their property or assets, now owned or
hereafter acquired, unless all payments due under this Indenture and the Notes
are secured on an equal and ratable basis with the obligations so secured until
such time as such obligations are no longer secured by a Lien.

Section 4.13. Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.14. Offer to Repurchase Upon Change of Control.

      (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase, the "Change of Control Payment"). Subject to the last paragraph in
subsection (b) herein, within 30 days following any Change of Control, the
Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control pursuant to this Section 4.14
and stating: (1) that the Change of Control Offer is being made pursuant to this
Section 4.14 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 Business
Days and no later than 60 Business 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 the payment of the
Change of Control Payment, all Notes 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 any Notes purchased pursuant to
a Change of Control Offer will be required to surrender the Notes, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day preceding the Change of Control
Payment Date; (6) that Holders will be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing his election to have the Notes purchased; and (7) that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $1,000 in principal amount or an
integral multiple thereof. The

<PAGE>

Company shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of Notes in
connection with a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.14, the Company shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations of this
Section 4.14 by virtue of such conflict.

      (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful (i) accept for payment all Notes or portions of Notes properly
tendered pursuant to the Change of Control Offer; (ii) deposit with the paying
agent an amount equal to the Change of Control Payment in respect of all Notes
or portions of Notes properly tendered; and (iii) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions of Notes
being purchased by the Company.

      The paying agent shall promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new note shall be in a
principal amount of $1,000 or an integral multiple of $1,000.

      Prior to complying with any of the provisions of this Section 4.14, but in
any event within 90 days following a Change of Control, the Company shall either
repay all outstanding Senior Debt in cash or Cash Equivalents or obtain the
requisite consents, if any, under all agreements governing outstanding Senior
Debt to permit the repurchase of Notes required by this covenant. The Company
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

      (c) Notwithstanding anything to the contrary in this Section 4.14, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 and Section 3.09 hereof and all other provisions of this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.

Section 4.15. No Senior Subordinated Debt.

      The Company shall not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to the Senior Debt of such Guarantor and senior in any respect
in right of payment to such Guarantor's Subsidiary Guarantee.

Section 4.16. Payments for Consent.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

<PAGE>

Section 4.17. Additional Subsidiary Guarantees

      If the Company or any of its Restricted Subsidiaries that is a Guarantor
acquires or creates another Wholly Owned Domestic Subsidiary after the date of
this Indenture that has assets with a book value in excess of $1 million, then,
subject to applicable Gaming Laws, that newly acquired or created Wholly Owned
Domestic Subsidiary shall become a Guarantor and execute a supplemental
indenture and deliver an Opinion of Counsel pursuant to Section 9.06 and 13.04
hereof within 30 Business Days of the date on which it was acquired or created
(except if that Wholly Owned Domestic Subsidiary has been properly designated as
an Unrestricted Subsidiary in accordance with this Indenture for so long as it
continues to constitute an Unrestricted Subsidiary).

Section 4.18. Designation of Restricted and Unrestricted Subsidiaries

      The Board of Directors may designate any Restricted Subsidiary (other than
an owner of a Principal Property) to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Restricted Subsidiary is designated
as an Unrestricted Subsidiary, the aggregate fair market value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary properly designated shall be deemed to be an Investment made as
of the time of the designation and shall constitute Restricted Investments under
the first paragraph of Section 4.07 hereof or, if eligible, Permitted
Investments, as determined by the Company. That designation shall only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.

Section 4.19. Business Activities

      The Company shall not, and shall not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to the Company and its Restricted Subsidiaries taken as a
whole.

Section 4.20. Payment of Additional Interest.

      If Liquidated Damages in the form of additional interest is payable due to
the occurrence of a Registration Default as described in Section 5 of the
Registration Rights Agreement, the Company shall deliver to the Trustee a
certificate to that effect stating (1) the amount of such additional interest
that is payable and (2) the date on which such interest is payable. Unless and
until a Responsible Officer of the Trustee receives at the Corporate Trust
Office of the Trustee such a certificate, the Trustee may assume without inquiry
that no such interest is payable. If the Company has paid additional interest
directly to the person entitled to it, the Company shall deliver to the Trustee
a certificate setting forth the particulars of such payment.

Section 4.21. Reduction of Credit Facility.

      In the event that the CRC Acquisition is not consummated on substantially
the terms described in the Offering Memorandum on or before October 31, 2001,
the Company shall apply the net proceeds of the offering of the Series A Notes
to reduce outstanding Indebtedness under its existing Senior Credit Facilities.

<PAGE>

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01. Merger, Consolidation, or Sale of Assets.

      The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person unless: (i) either: (A) the Company is the surviving
corporation; or (B) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is a corporation organized or
existing under the laws of the United States, any state of the United States or
the District of Columbia; (ii) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, conveyance or other disposition has been made
assumes all the obligations of the Company under the Notes, this Indenture and
the Registration Rights Agreement pursuant to agreements reasonably satisfactory
to the Trustee; (iii) immediately after such transaction no Default or Event of
Default exists; (iv) the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition has been made shall, on
the date of such transaction after giving pro forma effect thereto and any
related financing transactions as if the same had occurred at the beginning of
the applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.09 hereof; and (v) the Company or the
successor entity shall have delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with the applicable provisions of this Indenture
and that all conditions precedent in this Indenture relating to such transaction
have been satisfied. In addition, the Company may not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. This Section 5.01 shall not apply to
a sale, assignment, transfer, conveyance or other disposition of assets between
or among the Company and any of its Wholly Owned Restricted Subsidiaries.

Section 5.02. Successor Corporation Substituted.

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
Company's or its Restricted Subsidiaries' assets, taken as a whole, in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,
transfer, conveyance or other disposition of all of the Company's or its
Restricted Subsidiaries' assets, taken as a whole, that meets the requirements
of Section 5.01 hereof.

<PAGE>

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

      An "Event of Default" occurs if:

      (a) the Company defaults in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes and such default continues for a
period of 30 days whether or not prohibited by the subordination provisions of
this Indenture;

      (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise, whether or not prohibited by the subordination provisions of this
Indenture;

      (c) the Company or any of its Restricted Subsidiaries fails to comply with
any of the provisions of Section 4.07, 4.09, 4.10, 4.14 or 5.01 hereof;

      (d) the Company or any of its Restricted Subsidiaries fails to observe or
perform any other covenant, representation, warranty or other agreement in this
Indenture, the Notes for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class;

      (e) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, if that default: (i) is caused by a
failure to pay principal on such Indebtedness at final maturity (a "Payment
Default"); or (ii) results in the acceleration of such Indebtedness prior to its
express maturity, and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $5 million or more;

      (f) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary and such judgment or
judgments remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $5 million;

      (g) except as permitted by this Indenture, any Subsidiary Guarantee of any
Significant Subsidiary shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor shall deny or disaffirm its obligations under its
Subsidiary Guarantee;

      (h) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law: (i) commences a voluntary
case, (ii) consents to the entry of an order for relief against it in an
involuntary case, (iii) consents to the appointment of a custodian of it or for
all or substantially all of its property, (iv) makes a general assignment for
the benefit of its creditors, or (v) generally is not paying its debts as they
become due; or

<PAGE>

      (i) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (i) is for relief against the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary in an involuntary case; (ii) appoints
a custodian of the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary or for all or substantially all of the property of the Company or any
of its Significant Subsidiaries or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary; or (iii) orders the
liquidation of the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; and the order or decree remains unstayed and in effect for 60
consecutive days.

Section 6.02. Acceleration.

            If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Significant Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) 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.
Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (h) or
(i) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if the Trustee shall have received an Officers'
Certificate that all existing Events of Default (except nonpayment of principal,
interest or premium that has become due solely because of the acceleration) have
been cured or waived.

      If an Event of Default occurs on or after March 1, 2005 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding.
If an Event of Default occurs prior to March 1, 2005 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable in an amount, for each of the
years beginning on March 1 of the years set forth below, as set forth below
(expressed as a percentage of the principal amount of the Notes on the date of
payment that would otherwise be due but for the provisions of this sentence):

--------------------------------------------------------------------------------
Year                                                                 Percentage
--------------------------------------------------------------------------------
2001                                                                  111.125%
--------------------------------------------------------------------------------
2002                                                                  109.735%
--------------------------------------------------------------------------------
2003                                                                  108.344%
--------------------------------------------------------------------------------
2004                                                                  106.954%
--------------------------------------------------------------------------------

<PAGE>

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver of Past Defaults.

      Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase) (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05. Control by Majority.

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

Section 6.06. Limitation on Suits.

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

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

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

      (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

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

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

<PAGE>

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

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

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

Section 6.08. Collection Suit by Trustee.

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

Section 6.09. Trustee May File Proofs of Claim.

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

Section 6.10. Priorities.

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

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

<PAGE>

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

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

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

Section 6.11. Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01. Duties of Trustee.

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

Section 7.02. Rights of Trustee.

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

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

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

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

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

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

Section 7.03. Individual Rights of Trustee.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it

<PAGE>

must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04. Trustee's Disclaimer.

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

Section 7.05. Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

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

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

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

Section 7.07. Compensation and Indemnity.

      The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
Trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

      The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or

<PAGE>

duties hereunder, except to the extent any such loss, liability or expense may
be attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

      The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

      To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.

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

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

Section 7.08. Replacement of Trustee.

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

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

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

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

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

      (d) the Trustee becomes incapable of acting.

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

      If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

<PAGE>

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

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

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

Section 7.10. Eligibility; Disqualification.

      There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

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

Section 7.11. Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

Section 8.02. Legal Defeasance and Discharge.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal

<PAGE>

Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
payments in respect of the principal of, or interest or premium and Liquidated
Damages, if any, on such Notes when such payments are due from the trust
referred to below, (b) the Company's obligations with respect to the Notes
concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payment and
money for security payments held in trust, (c) the rights, powers, trusts,
duties and immunities of the Trustee, and the Company's and the Guarantor's
obligations in connection therewith and (d) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

Section 8.03. Covenant Defeasance.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause
(iv) of Section 5.01 hereof with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

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

      In order to exercise either Legal Defeasance or Covenant Defeasance:

      (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and non-callable
Government Securities, in amounts as shall be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the
principal of, or interest and premium and Liquidated Damages, if any, on the
outstanding Notes on the stated maturity or on the

<PAGE>

applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;

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

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

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

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

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

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

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

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

<PAGE>

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

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

Section 8.06. Repayment to Company.

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

Section 8.07. Reinstatement.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

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

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

<PAGE>

      (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

      (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 hereof;

      (d) to comply with the rules of any applicable securities depositary;

      (e) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any Holder of the Note;

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

      (g) to allow any Guarantor to execute a supplemental indenture and/or a
Subsidiary Guarantee with respect to the Notes.

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

Section 9.02. With Consent of Holders of Notes.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.14
hereof) and the Notes with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes).

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

      It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

<PAGE>

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

      Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes. However, without the consent of each
Holder affected, an amendment or waiver under this Section 9.02 may not:

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

      (b) reduce the principal of or change the fixed maturity of any note or
alter the provisions with respect to the redemption of the Notes (other than
provisions relating to the covenants described under Sections 3.09, 4.10 and
4.14 hereof);

      (c) reduce the rate of or change the time for payment of interest on any
note;

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

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

      (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of, or interest or premium or Liquidated Damages, if any, on the
Notes;

      (g) waive a redemption payment with respect to any note (other than a
payment required by one of the covenants described under Sections 4.10 and 4.14
hereof);

      (h) release any Guarantor from any of its obligations under its Subsidiary
Guarantee or this Indenture, except in accordance with the terms of this
Indenture; or

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

      In addition, any amendment to, or waiver of, Article 10 of this Indenture
that adversely affects the rights of the Holders of the Notes shall require the
consent of the Holders of at least 75% in principal amount of the Notes then
outstanding voting as a single class (including consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes).

Section 9.03. Compliance with Trust Indenture Act.

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

<PAGE>

Section 9.04. Revocation and Effect of Consents.

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

Section 9.05. Notation on or Exchange of Notes.

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

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

Section 9.06. Trustee to Sign Amendments, etc.

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

                                   ARTICLE 10.
                                  Subordination

Section 10.01. 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 payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

Section 10.02. Liquidation; Dissolution; Bankruptcy.

      Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

            (i) holders of Senior Debt shall be entitled to receive payment in
      full of all Obligations due in respect of such Senior Debt (including
      interest after the commencement of any

<PAGE>

      such proceeding at the rate specified in the applicable Senior Debt) and
      all outstanding letters of credits under Credit Facilities shall either
      have been terminated or cash collateralized in accordance with the terms
      thereof, before Holders of the Notes shall be entitled to receive any
      payment on, or distribution with respect to the Notes (except that Holders
      of the Notes may receive and retain (A) Permitted Junior Securities and
      (B) payments made from any defeasance trust created pursuant to Section
      8.01 hereof), and

            (ii) until all Obligations with respect to Senior Debt (as provided
      in clause (i) above) are paid in full, any distribution to which Holders
      would be entitled but for this Article 10 shall be made to holders of
      Senior Debt (except that Holders of Notes may receive (A) Permitted Junior
      Securities and (B) payments and other distributions made from any
      defeasance trust created pursuant to Section 8.01 hereof), as their
      interests may appear.

Section 10.03. Default on Designated Senior Debt.

      (a) The Company may not make any payment on or distribution to the Trustee
or any Holder in respect of Obligations with respect to the Notes (except (A)
Permitted Junior Securities and (B) payments and other distributions made from
any defeasance trust created pursuant to Section 8.01 hereof) until all
principal and other Obligations with respect to the Senior Debt have been paid
in full if:

            (i) a payment default of any principal or other Obligations with
      respect to Designated Senior Debt occurs and is continuing beyond any
      applicable grace period in the agreement, indenture or other document
      governing such Designated Senior Debt; or

            (ii) any other default on Designated Senior Debt occurs and is
      continuing that then permits holders of the Designated Senior Debt to
      accelerate its maturity and the Trustee receives a notice of the default
      (a "Payment Blockage Notice") from the Credit Agent, the Company or any
      holder of any Designated Debt. If the Trustee receives any such Payment
      Blockage Notice, no subsequent Payment Blockage Notice shall be effective
      for purposes of this Section unless and until (A) at least 360 days shall
      have elapsed since the effectiveness of the immediately prior Payment
      Blockage Notice and (B) all scheduled payments of principal, premium, if
      any, and interest on the Securities that have come due have been paid in
      full in cash. No nonpayment default that existed or was continuing on the
      date of delivery of any Payment Blockage Notice to the Trustee shall be,
      or be made, the basis for a subsequent Payment Blockage Notice unless such
      default shall have been cured or waived for a period of not less than 90
      consecutive days.

      (b) The Company may and shall resume payments on and distributions in
respect of the Notes:

            (i) in the case of a payment default, upon the date on which such
      default is cured or waived; and

            (ii) in the case of a nonpayment default, upon the earlier of the
      date on which such nonpayment default is cured or waived or 179 days after
      the date on which the applicable Payment Blockage Notice is received,

unless the maturity of any Designated Senior Debt has been accelerated.

Notwithstanding the foregoing, the Company shall be permitted to repurchase,
redeem, repay or prepay any or all of the Notes to the extent required to do so
by any Gaming Authority, as described under Section 3.07 hereof.

<PAGE>

Section 10.04. Acceleration of Securities.

      If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Debt of the
acceleration.

Section 10.05. When Distribution Must Be Paid Over.

      In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when a Responsible Officer of
the Trustee or such Holder, as applicable, has actual knowledge that such
payment is prohibited by Section 10.03 hereof, such payment shall be held by the
Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith
over and delivered to, the holders of Senior Debt as their interests may appear
or their Representative under this Indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

      With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt 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 Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06. Notice by Company.

      The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

Section 10.07. Subrogation.

      After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08. Relative Rights.

      This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

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

<PAGE>

            (ii) affect the relative rights of Holders of Notes and creditors of
      the Company other than their rights in relation to holders of Senior Debt;
      or

            (iii) prevent the Trustee or any Holder of Notes from exercising its
      available remedies upon a Default or Event of Default, subject to the
      rights of holders and owners of Senior Debt to receive distributions and
      payments otherwise payable to Holders of Notes.

      If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

Section 10.09. Subordination May Not Be Impaired by Company.

      No right of any holder of Senior Debt 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 any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

Section 10.10. Distribution or Notice to Representative.

      Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

      Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11. Rights of Trustee and Paying Agent.

      Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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

Section 10.12. Authorization to Effect Subordination.

      Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the

<PAGE>

expiration of the time to file such claim, the Representatives are hereby
authorized to file an appropriate claim for and on behalf of the Holders of the
Notes.

Section 10.13. Amendments.

      The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of all Senior Debt.

                                  ARTICLE 11.
                              SUBSIDIARY GUARANTEES

Section 11.01. Guarantee.

      Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

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

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

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

<PAGE>

in Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Subsidiary Guarantee. The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Guarantee.

Section 11.02. Subordination of Subsidiary Guarantee.

      The Obligations of each Guarantor under its Subsidiary Guarantee pursuant
to this Article 11 shall be junior and subordinated to the Senior Guarantee of
such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Debt of the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders shall have the right to receive and/or retain payments
by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article
11 hereof.

Section 11.03. Limitation on Guarantor Liability.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04. Execution and Delivery of Subsidiary Guarantee.

      To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E shall be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by its
President or one of its Vice Presidents.

      Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Subsidiary Guarantee.

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

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

      In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.17 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof
and this Article 11, to the extent applicable.

<PAGE>

Section 11.05. Guarantors May Consolidate, etc., on Certain Terms.

      Except as otherwise provided in Section 11.06, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person whether or not affiliated with such Guarantor
unless:

      (a) subject to Section 11.06 hereof, the Person formed by or surviving any
such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the
terms set forth herein or therein; and

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

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

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

Section 11.06. Releases Following Sale.

      In the event (i) of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, (ii) of a sale or
other disposition of all to the capital stock of any Guarantor, in each case to
a Person that is not (either before or after giving effect to such transactions)
a Restricted Subsidiary of the Company or (iii) that the Company properly
designates any Restricted Subsidiary that is a Guarantor as an Unrestricted
Subsidiary in accordance with this Indenture, then such Guarantor (in the event
of a sale or other disposition, by way of merger, consolidation or otherwise, of
all of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Subsidiary Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Subsidiary Guarantee.

<PAGE>

      Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01. Satisfaction and Discharge.

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

(1)   either:

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

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

(2)   no Default or Event of Default has occurred and is continuing on the date
      of the deposit or shall occur as a result of the deposit and the deposit
      shall not result in a breach or violation of, or constitute a default
      under, any other instrument to which the Company or any Guarantor is a
      party or by which the Company or any Guarantor is bound;

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

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

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

      Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 12.02 and Section 8.06 shall
survive.

<PAGE>

Section 12.02. Application of Trust Money.

      Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

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

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01. Trust Indenture Act Controls.

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

Section 13.02. Notices.

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

      If to the Company and/or any Guarantor:

      Penn National Gaming, Inc.
      Wyomissing Professional Center
      825 Berkshire Boulevard, Suite 200
      Wyomissing, PA 19610
      Telecopier No.:  (610) 376-2842
      Attention:  Robert S. Ippolito

      With a copy to:

      Morgan, Lewis & Bockius LLP
      1701 Market Street
      Philadelphia, PA 19103-2921
      Telecopier No.:  (215) 963-5299
      Attention:  Peter S. Sartorius, Esq.

<PAGE>

      If to the Trustee:
      State Street Bank and Trust Company
      Goodwin Square
      225 Asylum Street
      Hartford, CT 06103
      Telecopier No.:  (860) 244-1897
      Attention:  Corporate Trust Department

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

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

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

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

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

Section 13.03. Communication by Holders of Notes with Other Holders of Notes.

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

Section 13.04. Certificate and Opinion as to Conditions Precedent.

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

      (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

      (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13 .05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

<PAGE>

Section 13.05. Statements Required in Certificate or Opinion.

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

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

      (d) 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;

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

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

Section 13.06. Rules by Trustee and Agents.

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

Section 13.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

      No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company or the Guarantors under the Notes, this Indenture, or the Subsidiary
Guarantees, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Section 13.08. Governing Law.

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

Section 13.09. No Adverse Interpretation of Other Agreements.

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

Section 13.10. Successors.

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

<PAGE>

Section 13.11. Severability.

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

Section 13.12. Counterpart Originals.

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

Section 13.13. Table of Contents, Headings, etc.

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

                         [Signatures on following page]

<PAGE>

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

                                  PENN NATIONAL GAMING, INC.

                                  By /s/ Peter M. Carlino
                                     -----------------------------
                                  Name:  Peter M. Carlino
                                  Title: Chief Executive Officer

                                  MOUNTAINVIEW THOROUGHBRED RACING
                                  ASSOCIATION

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  PENNSYLVANIA NATIONAL TURF CLUB, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  PENN NATIONAL SPEEDWAY, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary

                                  STERLING AVIATION INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  PENN NATIONAL HOLDING COMPANY

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  EBETUSA.COM, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

<PAGE>

                                  CASINO HOLDING, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  PENN NATIONAL GAMING OF WEST VIRGINIA,
                                  INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  PNGI POCONO, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  TENNESSEE DOWNS, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  PENN NATIONAL GSFR, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  BSL, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

                                  BTN, INC.

                                  By /s/ Robert S. Ippolito
                                     -----------------------------
                                  Name:  Robert S. Ippolito
                                  Title: Secretary/Treasurer

<PAGE>

                                PNGI CHARLES TOWN GAMING
                                  LIMITED LIABILITY COMPANY
                                By: Penn National Gaming of West Virginia, Inc.,
                                Managing Member

                                By /s/ Robert S. Ippolito
                                   -----------------------------
                                Name:  Robert S. Ippolito
                                Title: Secretary/Treasurer

                                THE DOWNS RACING, INC.

                                By /s/ Joseph A. Lashinger
                                   -----------------------------
                                Name:  Joseph A. Lashinger
                                Title: Secretary/Treasurer

                                WILKES BARRE DOWNS, INC.

                                By /s/ Robert E. Abraham
                                   -----------------------------
                                Name:  Robert E. Abraham
                                Title: President, Secretary & Treasurer

                                BACKSIDE, INC.

                                By /s/ Robert S. Ippolito
                                   -----------------------------
                                Name:  Robert S. Ippolito
                                Title: Secretary/Treasurer

                                MILL CREEK LAND, INC.

                                By /s/ Robert S. Ippolito
                                   -----------------------------
                                Name:  Robert S. Ippolito
                                Title: Assistant Secretary

                                NORTHEAST CONCESSIONS, INC.

                                By /s/ Robert S. Ippolito
                                   -----------------------------
                                Name:  Robert S. Ippolito
                                Title: Treasurer/Vice President

<PAGE>

                          PNGI CHARLES TOWN FOOD &
                          BEVERAGE LIMITED LIABILITY COMPANY

                          By: PNGI Charles Town Gaming Limited
                              Liability Company, Member

                              By: Penn National Gaming of West Virginia, Inc.
                                  Managing Member

                          By /s/ Robert S. Ippolito
                             -----------------------------
                          Name:  Robert S. Ippolito
                          Title: Secretary/Treasurer

<PAGE>

                                STATE STREET BANK AND TRUST COMPANY, as Trustee

                                By /s/ Philip G. Kane, Jr.
                                   -----------------------------
                                Name:  Philip G. Kane, Jr.
                                Title: Vice President

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

        11 1/8 % [Series A] [Series B] Senior Subordinated Notes due 2008

No. ___                                                            $____________

                           PENN NATIONAL GAMING, INC.

promises to pay to _____________________________________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on _____________, 2008.

Interest Payment Dates:  ____________ and ____________

Record Dates:  ____________ and ____________

Dated:  _______________, ____

                                    PENN NATIONAL GAMING, INC.


                                    By: ________________________________________
                                        Name:
                                        Title:

                                                      (SEAL)

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

STATE STREET BANK AND TRUST COMPANY,
  as Trustee


By: _____________________________
        Authorized Signatory

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


                                      A-1
<PAGE>

                                                                       EXHIBIT A

                                 [Back of Note]
        11 1/8 % [Series A] [Series B] Senior Subordinated Notes due 2008

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

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

      1. INTEREST. Penn National Gaming, Inc., a Pennsylvania corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 11
1/8 % per annum from March 1, 2001 until maturity and shall pay Liquidated
Damages. Liquidated Damages following the occurrence of a Registration Default
shall be assessed at a rate equal to 0.50% per annum on the principal amount of
Transfer Restricted Securities held by such Holder. The amount of the Liquidated
Damages shall increase by an additional 0.50% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of 1.00% per annum on the principal
amount of Transfer Restricted Securities, as described in Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages semi-annually in arrears on March 1 and September 1 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date shall be
September 1, 2001. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

      2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on February 15 and August 15 preceding
the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Notes will be
payable as to principal, premium and Liquidated Damages, if any, and interest at
the office or agency of the Company maintained for such purpose within the City
and State of New York, or, at the option of the Company, payment of interest and
Liquidated Damages may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, and provided that payment by wire transfer
of immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages on, all Global Notes and all other
Notes the Holders of which hold at least $1,000,000 in principal amount of the
Notes and shall have provided wire transfer instructions to the Company or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

      3. PAYING AGENT AND REGISTRAR. Initially, State Street Bank and Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying


                                      A-2
<PAGE>

                                                                       EXHIBIT A

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

      4. INDENTURE. The Company issued the Notes under an Indenture dated as of
March 12, 2001 ("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, as amended (15 U.S.
Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of this Indenture shall govern and be controlling. The
Notes are obligations of the Company limited to $200 million in aggregate
principal amount plus amounts, if any, issued to pay Liquidated Damages on
outstanding Notes as set forth in Paragraph 2 hereof.

      5. OPTIONAL REDEMPTION.

      (a) At any time prior to March 1, 2004, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes originally
issued under this Indenture at a redemption price of 111.125 % of the principal
amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that at least 65% of the aggregate principal amount of Notes issued
under this Indenture remains outstanding immediately after the occurrence of
such redemption (excluding Notes held by the Company and its Subsidiaries); and
the redemption occurs within 90 days of the date of the closing of such Equity
Offering.

      (b) Except as described above, the Notes shall not be redeemable at the
Company's option prior to March 1, 2005. On and after March 1, 2005, the Company
may redeem all or a part of the Notes upon not less than 30 nor more than 60
days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Liquidated Damages,
if any, on the Notes redeemed, to the applicable redemption date, if redeemed
during the twelve-month period beginning on March 1 of the years indicated
below:

--------------------------------------------------------------------------------
Year                                                                 Percentage
--------------------------------------------------------------------------------
2005                                                                  105.563%
--------------------------------------------------------------------------------
2006                                                                  102.781%
--------------------------------------------------------------------------------
2007 and thereafter                                                   100.000%
--------------------------------------------------------------------------------

      In addition to the foregoing, if any Gaming Authority requires that a
holder or beneficial owner of Notes must be licensed, qualified or found
suitable under any applicable Gaming Laws and such holder or beneficial owner
(i) fails to apply for a license, qualification or a finding of suitability
within 30 days (or such shorter period as may be required by the applicable
Gaming Authority) after being requested to do so by the Gaming Authority, or
(ii) is denied such license or qualification or not found suitable, the Company
shall have the right, at its option (i) to require any such holder or beneficial
owner to dispose of its Notes within 30 days (or such earlier date as may be
required by the applicable Gaming Authority) of receipt of such notice or
finding by such Gaming Authority, or (ii) to call for the redemption of the
Notes of such holder or beneficial owner at a redemption price equal to the
least of (A) the principal amount thereof, together with accrued interest and
Liquidated Damages, if any, to the earlier of the date of redemption or the date
of the denial of license or qualification or of the finding of unsuitability by
such Gaming Authority, (B) the price at which such holder or beneficial owner
acquired the Notes, together with accrued interest and Liquidated Damages, if
any, to the earlier of the date of redemption or the date


                                      A-3
<PAGE>

                                                                       EXHIBIT A

of the denial of license or qualification or of the finding of unsuitability by
such Gaming Authority, or (C) such other lesser amount as may be required by any
Gaming Authority.

      6. MANDATORY REDEMPTION.

      Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

      7. REPURCHASE AT OPTION OF HOLDER.

      (a) If there is a Change of Control, the Company will be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

      (b) If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$5 million, the Company will commence an offer to all Holders of Notes (as
"Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date fixed for the closing of such offer, in accordance with the
procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for general
corporate purposes. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee will select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

      8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

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


                                      A-4
<PAGE>

                                                                       EXHIBIT A

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

      11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class. Without the consent of any Holder of a Note, the Indenture,
the Subsidiary Guarantees or the Notes may be amended or supplemented to cure
any ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company's or Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act, or to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or a Subsidiary Guarantee with
respect to the Notes.

      12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Liquidated Damages on the Notes;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company or any of its Restricted Subsidiaries to comply with Section
4.07, 4.09, 4.10, 4.14 or 5.01 of the Indenture; (iv) failure by the Company or
any of its Restricted Subsidiaries for 60 days after notice to the Company by
the Trustee or the Holders of at least 25% in principal amount of the Notes then
outstanding voting as a single class to comply with certain other agreements in
the Indenture or the Notes; (v) default under certain other agreements relating
to Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments for the
payment of money that remain undischarged for a period of 60 days; (vii) certain
events of bankruptcy or insolvency with respect to the Company or any of its
Material Subsidiaries; and (viii) except as permitted by this Indenture, any
Subsidiary Guarantee of any Significant Subsidiary shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor shall deny or disaffirm its obligations
under its Subsidiary Guarantee. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes shall become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal, interest or Liquidated Damages) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or Liquidated Damages on, or the principal
of, the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.


                                      A-5
<PAGE>

                                                                       EXHIBIT A

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

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

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

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

      17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the A/B Exchange Registration
Rights Agreement dated as of March 12, 2001, between the Company and the parties
named on the signature pages thereof (the "Registration Rights Agreement").

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

      The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Penn National Gaming, Inc.
Wyomissing Professional Center
825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610
Attention:  Robert S. Ippolito


                                      A-6
<PAGE>

                                                                       EXHIBIT A

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date: _______________

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

Signature Guarantee*:  _________________________

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


                                      A-7
<PAGE>

                                                                       EXHIBIT A

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

                        |_| Section 4.10 |_| Section 4.14

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                               $__________________

Date: _______________

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

                                    Tax Identification No.: ____________________

Signature Guarantee*:  _________________________

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


                                      A-8
<PAGE>

                                                                       EXHIBIT A

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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

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

</TABLE>

* This schedule should be included only if the Note is issued in global form.


                                      A-9
<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Penn National Gaming, Inc.
Wyomissing Professional Center
825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610

State Street Bank and Trust Company
Goodwin Square
225 Asylum Street
Hartford, CT 06103

      Re:  11 1/8 % Senior Subordinated Notes due 2008

      Reference is hereby made to the Indenture, dated as of March 12, 2001 (the
"Indenture"), between Penn National Gaming, Inc., as issuer (the "Company"), and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

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

      2. |_| Check if Transferee will take delivery of a beneficial interest in
the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the


                                      B-1
<PAGE>

                                                                       EXHIBIT B

Securities Act, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act, and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other 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) if the
      Company so requests, an Opinion of Counsel provided by the Transferor or
      the Transferee (a copy of which the Transferor has attached to this
      certification), to the effect that such Transfer is in compliance with the
      Securities Act. Upon consummation of the proposed transfer in accordance
      with the terms of the Indenture, the transferred beneficial interest or
      Definitive Note will be subject to the restrictions on transfer enumerated
      in the Private Placement Legend printed on the IAI Global Note and/or the
      Definitive Notes and in the Indenture and the Securities Act.

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

      (a) |_| Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the


                                      B-2
<PAGE>

                                                                       EXHIBIT B

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.

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

                                    ____________________________________________
                                             [Insert Name of Transferor]


                                    By: ________________________________________
                                        Name:
                                        Title:

      Dated: _______________________


                                      B-3
<PAGE>

                                                                       EXHIBIT B

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

            (a)   |_| a beneficial interest in the:

                  (i)   |_| 144A Global Note (CUSIP _________), or

                  (ii)  |_| Regulation S Global Note (CUSIP _________), or

                  (iii) |_| IAI Global Note (CUSIP _________); or

            (b)   |_| a Restricted Definitive Note.

      2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

            (a)   |_| a beneficial interest in the:

                  (i)   |_| 144A Global Note (CUSIP _________), or

                  (ii)  |_| Regulation S Global Note (CUSIP _________), or

                  (iii) |_| IAI Global Note (CUSIP _________); or

                  (iv)  |_| Unrestricted Global Note (CUSIP _________); or

            (b)   |_| a Restricted Definitive Note; or

            (c)   |_| an Unrestricted Definitive Note,

            in accordance with the terms of the Indenture.


                                      B-4
<PAGE>

                                                                       EXHIBIT C

                             FORM OF CERTIFICATE OF EXCHANGE

Penn National Gaming, Inc.
Wyomissing Professional Center
825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610

State Street Bank and Trust Company
Goodwin Square
225 Asylum Street
Hartford, CT 06103

      Re:  11 1/8 % Senior Subordinated Notes due 2008

                                   (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of March 12, 2001 (the
"Indenture"), between Penn National Gaming, Inc., as issuer (the "Company"), and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

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

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

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

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


                                      C-1
<PAGE>

                                                                       EXHIBIT C

      (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 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.


                                      C-2
<PAGE>

                                                                       EXHIBIT C

      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>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Penn National Gaming, Inc.
Wyomissing Professional Center
825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610

State Street Bank and Trust Company
Goodwin Square
225 Asylum Street
Hartford, CT 06103

      Re:  11 1/8 % Senior Subordinated Notes due 2008

      Reference is hereby made to the Indenture, dated as of March 12, 2001 (the
"Indenture"), between Penn National Gaming, Inc., as issuer (the "Company"), and
State Street Bank and Trust Company, 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 if the Company so requests, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.


                                      D-1
<PAGE>

                                                                       EXHIBIT D

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

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

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

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

                                    ____________________________________________
                                        [Insert Name of Accredited Investor]


                                    By: ________________________________________
                                        Name:
                                        Title:

Dated: _______________________


                                      D-2
<PAGE>

                                                                       EXHIBIT E

                          FORM OF SUBSIDIARY GUARANTEE

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 12, 2001 (the "Indenture") among
Penn National Gaming, Inc. (the "Company"), the Guarantors and State Street Bank
and Trust Company, as trustee (the "Trustee"), (a) the due and punctual payment
of the principal of, premium, if any, and interest on the Notes (as defined in
the Indenture), whether at maturity, by acceleration, redemption or otherwise,
the due and punctual payment of interest on overdue principal and premium, and,
to the extent permitted by law, interest, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture
are expressly set forth in Article 11 of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Subsidiary Guarantee. Each
Holder of a Note, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee, on behalf of such
Holder, to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.


                                    [NAME OF GUARANTOR(S)]


                                    By: ________________________________________
                                        Name:
                                        Title:


                                      E-1
<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Penn National Gaming, Inc. (or its permitted successor), a
Pennsylvania corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and State Street Bank and Trust
Company, as trustee under this Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of March 12, 2001 providing for the
issuance of an aggregate principal amount of up to $200 million of 11 1/8 %
Senior Subordinated Notes due 2008 (the "Notes").

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

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

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

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

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

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

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

                  (ii) in case of any extension of time of payment or renewal of
            any Notes or any of such other obligations, that same will be
            promptly paid in full when due or performed in accordance with the
            terms of the extension or renewal, whether at stated


                                      F-1
<PAGE>

                                                                       EXHIBIT F

            maturity, by acceleration or otherwise. Failing payment when due of
            any amount so guaranteed or any performance so guaranteed for
            whatever reason, the Guarantors shall be jointly and severally
            obligated to pay the same immediately.

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

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

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

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

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

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

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

            (i) Pursuant to Section 11.03 of the Indenture, after giving effect
      to any maximum amount and any other contingent and fixed liabilities that
      are relevant under any applicable Bankruptcy or fraudulent conveyance
      laws, and after giving effect to any collections from, rights to receive
      contribution from or payments made by or on behalf of any other Guarantor
      in respect of the obligations of such other Guarantor under Article 11 of
      the Indenture, this new Subsidiary Guarantee shall be limited to the
      maximum amount permissible such that the obligations of such Guarantor
      under this Subsidiary Guarantee will not constitute a fraudulent transfer
      or conveyance.


                                      F-2
<PAGE>

                                                                       EXHIBIT F

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

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

            (a) The Guaranteeing Subsidiary may not consolidate with or merge
      with or into (whether or not such Guarantor is the surviving Person)
      another corporation, Person or entity whether or not affiliated with such
      Guarantor unless:

                  (i) subject to Sections 11.05 and 11.06 of the Indenture, the
            Person formed by or surviving any such consolidation or merger (if
            other than a Guarantor or the Company) unconditionally assumes all
            the obligations of such Guarantor, pursuant to a supplemental
            indenture in form and substance reasonably satisfactory to the
            Trustee, under the Notes, the Indenture and the Subsidiary Guarantee
            on the terms set forth herein or therein; and

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

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

            (c) Except as set forth in Articles 4 and 5 and Section 11.06 of
      Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
      above, nothing contained in the Indenture or in any of the Notes shall
      prevent any consolidation or merger of a Guarantor with or into the
      Company or another Guarantor, or shall prevent any sale or conveyance of
      the property of a Guarantor as an entirety or substantially as an entirety
      to the Company or another Guarantor.

      5. RELEASES.

            (a) In the event of a sale or other disposition of all of the assets
      of any Guarantor, by way of merger, consolidation or otherwise, or a sale
      or other disposition of all the capital stock of any Guarantor, in each
      case to a Person that is not (either before or after giving effect to such
      transaction) a Restricted Subsidiary of the Company, then such Guarantor
      (in the event of a sale or other disposition, by way of merger,
      consolidation or otherwise, of all of the capital stock of such Guarantor)
      or the corporation acquiring the property (in the event of a sale or other
      disposition of all or substantially all of the assets of such Guarantor)
      will be released and relieved of any obligations under its Subsidiary
      Guarantee; provided that the Net Proceeds of such sale or other
      disposition are applied in accordance with the applicable provisions of
      the Indenture,


                                      F-3
<PAGE>

                                                                       EXHIBIT F

      including without limitation Section 4.10 of the Indenture. Upon delivery
      by the Company to the Trustee of an Officers' Certificate and an Opinion
      of Counsel to the effect that such sale or other disposition was made by
      the Company in accordance with the provisions of the Indenture, including
      without limitation Section 4.10 of the Indenture, the Trustee shall
      execute any documents reasonably required in order to evidence the release
      of any Guarantor from its obligations under its Subsidiary Guarantee.

            (b) Any Guarantor not released from its obligations under its
      Subsidiary Guarantee shall remain liable for the full amount of principal
      of and interest on the Notes and for the other obligations of any
      Guarantor under the Indenture as provided in Article 11 of the Indenture.

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

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

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

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

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


                                      F-4
<PAGE>

                                                                       EXHIBIT F

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

      Dated: _______________, ____

                                    [GUARANTEEING SUBSIDIARY]

                                    By: _______________________________
                                    Name:
                                    Title:

                                    PENN NATIONAL GAMING, INC.

                                    By: _______________________________
                                    Name:
                                    Title:

                                    [EXISTING GUARANTORS]

                                    By: _______________________________
                                    Name:
                                    Title:

                                    STATE STREET BANK AND TRUST COMPANY,
                                      as Trustee

                                    By: _______________________________
                                        Authorized Signatory


                                      F-5
<PAGE>

                                   Schedule I

                             SCHEDULE OF GUARANTORS

      The following schedule lists each Guarantor under the Indenture as of the
Issue Date: