<PAGE>

                                                                     EXHIBIT 4.8

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

                             BOYD GAMING CORPORATION

                    8.75% SENIOR SUBORDINATED NOTES DUE 2012

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

                                    INDENTURE

                            Dated as of April 8, 2002

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

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                                     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) ...........................................       10.03
           (b)(2) ...........................................        7.07
           (c) ..............................................     7.06;12.02
           (d) ..............................................        7.06
        314(a) ..............................................     4.03;12.02
           (b) ..............................................       10.02
           (c)(1) ...........................................       12.04
           (c)(2) ...........................................       12.04
           (c)(3) ...........................................        N.A.
           (d) ..............................................        N.A.
           (e) ..............................................       12.05
           (f) ..............................................        N.A.
        315(a) ..............................................        7.01
           (b) ..............................................     7.05,12.02
           (c) ..............................................        7.01
           (d) ..............................................        7.01
           (e) ..............................................        6.11
        316(a)(last sentence) ...............................        2.09
           (a)(1)(A) ........................................        6.05
           (a)(1)(B) ........................................        6.04
           (a)(2) ...........................................        N.A.
           (b) ..............................................        6.07
           (c) ..............................................        2.12
        317(a)(1) ...........................................        6.08
           (a)(2) ...........................................        6.09
           (b) ..............................................        2.04
        318(a) ..............................................       12.01
           (b) ..............................................        N.A.
           (c) ..............................................       12.01

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

<PAGE>

                                TABLE OF CONTENTS

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

Section 1.01.     Definitions ...................................................................  1
Section 1.02.     Other Definitions.............................................................. 19
Section 1.03.     Incorporation by Reference of Trust Indenture Act.............................. 19
Section 1.04.     Rules of Construction.......................................................... 20

                                               ARTICLE 2.
                                               THE NOTES

Section 2.01.     Form and Dating................................................................ 20
Section 2.02.     Execution and Authentication................................................... 21
Section 2.03.     Registrar and Paying Agent..................................................... 21
Section 2.04.     Paying Agent to Hold Money in Trust............................................ 22
Section 2.05.     Holder Lists................................................................... 22
Section 2.06.     Transfer and Exchange.......................................................... 22
Section 2.07.     Replacement Notes.............................................................. 33
Section 2.08.     Outstanding Notes.............................................................. 33
Section 2.09.     Treasury Notes................................................................. 33
Section 2.10.     Temporary Notes................................................................ 33
Section 2.11.     Cancellation................................................................... 34
Section 2.12.     Defaulted Interest............................................................. 34
Section 2.13.     CUSIP Numbers.................................................................. 34

                                               ARTICLE 3.
                                        REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee............................................................. 34
Section 3.02.     Selection of Notes to Be Redeemed.............................................. 34
Section 3.03.     Notice of Redemption........................................................... 35
Section 3.04.     Effect of Notice of Redemption................................................. 36
Section 3.05.     Deposit of Redemption Price.................................................... 36
Section 3.06.     Notes Redeemed in Part......................................................... 36
Section 3.07.     Optional Redemption............................................................ 36
Section 3.08.     Mandatory Redemption........................................................... 37
Section 3.09.     Mandatory Disposition or Redemption Pursuant to Gaming Laws.................... 37

                                               ARTICLE 4.
                                               COVENANTS

Section 4.01.     Payment of Notes............................................................... 37
Section 4.02.     Maintenance of Office or Agency. .............................................. 38
Section 4.03.     Reports........................................................................ 38
Section 4.04.     Compliance Certificate......................................................... 38
Section 4.05.     Stay and Extension Laws........................................................ 39
Section 4.06.     Restricted Payments............................................................ 39
Section 4.07.     Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries...... 41
Section 4.08.     Incurrence of Indebtedness..................................................... 41
Section 4.09.     Asset Sales; Event of Loss..................................................... 43
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                  <C>
Section 4.10.     Transactions with Affiliates. .................................... 45
Section 4.11.     Liens. ........................................................... 46
Section 4.12.     Activities of the Company. ....................................... 46
Section 4.13.     Corporate Existence. ............................................. 46
Section 4.14.     Offer to Repurchase Upon Change of Control. ...................... 46
Section 4.15.     Maintenance of Properties and Other Matters. ..................... 47
Section 4.16.     Limitation on Status of Investment Company. ...................... 48
Section 4.17.     Payment for Consent. ............................................. 48
Section 4.18.     Layered Indebtedness. ............................................ 48
Section 4.19.     Certain Suspended Covenants. ..................................... 49

                                       ARTICLE 5.
                                       SUCCESSORS

Section 5.01.     Merger, Consolidation and Sale of Assets. ........................ 49
Section 5.02.     Successor Corporation Substituted. ............................... 50

                                       ARTICLE 6.
                                 DEFAULTS AND REMEDIES

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

                                       ARTICLE 7.
                                        TRUSTEE

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

                                       ARTICLE 8.
                      LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

                                             ii

<PAGE>

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

                                              ARTICLE 9.
                                   AMENDMENT, SUPPLEMENT AND WAIVER

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

                                              ARTICLE 10.
                                            SUBORDINATION

Section 10.01.    Agreement to Subordinate. ................................................... 65
Section 10.02.    Liquidation, Dissolution and Bankruptcy. .................................... 65
Section 10.03.    Default on Senior Debt. ..................................................... 65
Section 10.04.    Acceleration of Payment of Notes. ........................................... 66
Section 10.05.    When Distribution Must Be Paid Over. ........................................ 66
Section 10.06.    Subrogation. ................................................................ 66
Section 10.07.    Relative Rights. ............................................................ 66
Section 10.08.    Subordination May Not Be Impaired by Company. ............................... 67
Section 10.09.    Rights of Trustee and Paying Agent. ......................................... 67
Section 10.10.    Distribution or Notice to Representative. ................................... 67
Section 10.11.    Article Ten Not to Prevent Events of Default or Limit Right to Accelerate. .. 67
Section 10.12.    Trust Moneys Not Subordinated. .............................................. 67
Section 10.13.    Trustee Entitled to Rely. ................................................... 67
Section 10.14.    Trustee to Effectuate Subordination. ........................................ 68
Section 10.15.    Trustee Not Fiduciary for Holders of Senior Debt. ........................... 68
Section 10.16.    Reliance by Holders of Senior Debt on Subordination Provisions. ............. 68
Section 10.17.    Certain Payments............................................................. 68

                                              ARTICLE 11.
                                       SATISFACTION AND DISCHARGE

Section 11.01.    Satisfaction and Discharge. ................................................. 68
Section 11.02.    Application of Trust Money. ................................................. 69

                                              ARTICLE 12.
                                             MISCELLANEOUS

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

                                      iii

<PAGE>

<TABLE>
<S>                                                                           <C>

   Section 12.11.  Severability. ............................................ 72
   Section 12.12.  Counterpart Originals. ................................... 72
   Section 12.13.  Table of Contents, Headings, etc. ........................ 72
</TABLE>

                                    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

                                       iv



<PAGE>

         INDENTURE dated as of April 8, 2002 by and between Boyd Gaming
Corporation, a Nevada corporation (the "Company"), and Wells Fargo Bank,
National Association, 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 8.75% Series A
Senior Subordinated Notes due 2012 (the "Series A Notes") and the 8.75% Series B
Senior Subordinated Notes due 2012 (the "Series B Notes" and, together with the
Series A Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.   Definitions.

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

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

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

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

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

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

         "Asset Sale" means the sale, conveyance, transfer, lease or other
disposition, whether in a single transaction or a series of related transactions
(including, without limitation, dispositions pursuant to Sale/Leaseback
Transactions or pursuant to the merger of the Company or any of its Restricted
Subsidiaries

                                        1

<PAGE>

with or into any person other than the Company or one of its Restricted
Subsidiaries), by the Company or one of its Restricted Subsidiaries to any
Person other than the Company or one of its Restricted Subsidiaries of: (i) any
of the Capital Stock or other ownership interests of any Subsidiary of the
Company or (ii) any other Property of the Company or any Property of its
Restricted Subsidiaries, in each case not in the ordinary course of business of
the Company or such Restricted Subsidiary. Notwithstanding the foregoing, the
following items will not be deemed to be Asset Sales: (a) any issuance or other
such disposition of Capital Stock or other ownership interests of any Restricted
Subsidiary to the Company or another Restricted Subsidiary; (b) any such
disposition of Property between or among the Company and its Restricted
Subsidiaries; (c) the sale or other disposition of cash or Temporary Cash
Investments; (d) any exchange of like Property pursuant to Section 1031 of the
Internal Revenue Code of 1986, as amended, for use in a Related Business; and
(e) a Restricted Payment that is permitted by the covenant described in Section
4.06 hereof.

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

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

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

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

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

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

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

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

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

         "Capital Lease Obligations" means Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with

                                        2

<PAGE>

GAAP. For purposes of Section 4.11 hereof, Capital Lease Obligations shall be
deemed secured by a Lien on the Property being leased.

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

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

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

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

                                        3

<PAGE>

         "Clearstream" means Clearstream Banking, SA.

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

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

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

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

         "Consolidated Net Income" means for any period, the net income (loss)
of the Company and its Subsidiaries determined in accordance with GAAP;
provided, however, that the following items shall be excluded from the
computation of Consolidated Net Income (i) any net income (loss) of any Person
if such Person is not a Restricted Subsidiary, except that, subject to the
limitations contained in clause (iv) below, (a) the net income (or, if
applicable, the Company's equity in the net income) of any such Person for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of cash actually distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend or other distribution to a Restricted Subsidiary, to
the limitations contained in clause (iii) below) and (b) the Company's equity in
a net loss of any such Person (other than an Unrestricted Subsidiary) for such
period shall be included in determining such Consolidated Net Income; (ii) any
net income (loss) of any Person acquired by the Company or a Subsidiary in a
pooling of interests transaction for any period prior to the date of such
acquisition; (iii) any net income (loss) of any Restricted Subsidiary if such
Subsidiary is subject to restrictions, directly or indirectly, on the payment of
dividends or the making of distributions by such Restricted Subsidiary, directly
or indirectly, to the Company, except that: (a) subject to the limitations
contained in (iv) below, the Company's equity in the net income of any such
Restricted Subsidiary for such period shall be included in such Consolidated Net
Income up to the aggregate amount of cash that could have been distributed by
such Restricted Subsidiary during such period to the Company or another
Restricted Subsidiary as a dividend (subject, in the case of a dividend to
another Restricted Subsidiary, to the limitation contained in this clause) and
(b) the Company's equity in a net loss of any such Restricted Subsidiary for
such period shall be included in determining such Consolidated Net Income; (iv)
any gain

                                        4

<PAGE>

or loss realized upon the sale or other disposition of any Property of the
Company or its consolidated Subsidiaries (including pursuant to any
Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the
ordinary course of business and any gain or loss realized upon the sale or other
disposition of any Capital Stock of any Person; (v) items classified as
extraordinary or any non-cash item classified as nonrecurring; and (vi) the
cumulative effect of a change in accounting principles.

         "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter ending at least 45 days prior to the taking of any action for the
purpose of which the determination is being made, as (i) the par or stated value
of all outstanding Capital Stock plus (ii) paid-in capital or capital surplus
relating to such Capital Stock plus (iii) any retained earnings or earned
surplus less (a) any accumulated deficit and (b) any amounts attributable to
Disqualified Stock.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

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

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

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

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

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

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

         "Designated Senior Debt" means (1) indebtedness under or in respect of
the Credit Facility and (2) any Senior Debt of the Company which, at the date of
determination, has an aggregate principal amount outstanding of, or under which
at the date of determination the holders thereof are committed to lend up to, at
least $25 million and is specifically designated by the Company in the
instrument evidencing or governing such Senior Debt as "Designated Senior Debt."

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

                                        5

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                        6

<PAGE>

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

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

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

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

         "Global 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.

         "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.

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

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

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

         "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
extend, assume, Guarantee or become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Indebtedness or obligation on the consolidated balance sheet of such
Person including by merger or operation of law (and "Incurrence," "Incurred,"
"Incurrable" and "Incurring" shall have meanings correlative to the foregoing).
The accretion of principal of a noninterest bearing or other

                                        7

<PAGE>

discount security shall not be deemed the Incurrence of Indebtedness so long the
amount thereof is included in the computation of "Consolidated Fixed Charges"
for all purposes under this Indenture.

         "Indebtedness" means (without duplication), with respect to any Person,
any indebtedness, secured or unsecured, contingent or otherwise, which is for
borrowed money (whether or not the recourse of the lender is to the whole of the
Property of such Person or only to a portion thereof), or the principal amount
of such indebtedness evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding any balances that constitute customer advance
payments and deposits, accounts payable or trade payables, and other accrued
liabilities arising in the ordinary course of business) if and to the extent any
of the foregoing indebtedness would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, and shall also include, to the
extent not otherwise included (i) any Capital Lease Obligations; (ii)
Indebtedness of other Persons secured by a Lien to which the Property owned or
held by such Person is subject, whether or not the obligation or obligations
secured thereby shall have been assumed (the amount of such Indebtedness being
deemed to be the lesser of the value of such Property or the amount of the
Indebtedness so secured); (iii) Guarantees of Indebtedness of other Persons;
(iv) any Disqualified Stock; (v) any Attributable Indebtedness; (vi) all
obligations of such Person in respect of letters of credit, bankers' acceptances
or other similar instruments or credit transactions issued for the account of
such Person (including reimbursement obligations with respect thereto), other
than obligations with respect to letters of credit securing obligations (other
than obligations described in this definition) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the third business day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit; (vii) in the case
of the Company, Preferred Stock of its Restricted Subsidiaries; and (viii)
obligations pursuant to any Interest Rate Agreement or Currency Exchange
Protection Agreement.

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

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

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

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

         "Initial Notes" means the first $250 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

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

                                        8

<PAGE>

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

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

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

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

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

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

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

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

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

         "Lien" means with respect to any Property of any Person, any mortgage
or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, easement (other than any easement not
materially impairing usefulness or marketability), encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect

                                        9

<PAGE>

to such Property (including any Capital Lease Obligation, conditional sale or
other title retention agreement having substantially the same economic effect as
any of the foregoing). Any Sale/Leaseback Transaction shall be deemed to
constitute a Lien on the Property which is the subject of such Sale/Leaseback
Transaction securing the Attributable Indebtedness represented thereby.

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

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

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

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

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

         "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. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture.

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

                                       10

<PAGE>

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

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

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

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

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

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

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

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

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

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

         (iii)  Temporary Cash Investments;

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

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

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

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

                                       11

<PAGE>

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

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

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

         "Permitted Liens" means:

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

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

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

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

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

         (vi)   utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and do not materially
detract from the value of such Property; and

         (vii)  Liens securing obligations to the Trustee pursuant to the
compensation and indemnity provisions of this Indenture.

         "Permitted Refinancing Indebtedness" means any renewals, extensions,
substitutions, refinancings or replacements of any Indebtedness, including any
successive extensions, renewals, substitutions, refinancings or replacements
(and including refinancings by the Company of Indebtedness

                                       12

<PAGE>

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

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

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

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

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

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

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

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

         "Qualified Non-Recourse Debt" means Indebtedness:

         (i) as to which neither the Company nor any of its Restricted
Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), or (b) is directly
or indirectly liable as a guarantor or otherwise; provided, however, that the
provision by the Company of a completion guaranty or the making of payments with
respect thereto,

                                       13

<PAGE>

in each case, to the extent permitted under Section 4.06 hereof shall not
prevent any Indebtedness from constituting Qualified Non-Recourse Debt;

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

         (iii)  as to which the lenders have been notified in writing that they
will not have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries.

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

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

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

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

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

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

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

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

                                       14

<PAGE>

         "Representative" means any trustee, agent or representative (if any)
for an issue of Senior Debt of the Company.

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

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

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

         "Restricted Payment" means:

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

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

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

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

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

         "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.

                                       15

<PAGE>

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

         "Senior Debt" means:

         (i)    all obligations consisting of the principal, premium, if any,
and accrued and unpaid interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the
Company to the extent post-filing interest is allowed in such proceeding) in
respect of (a) Indebtedness of the Company for borrowed money and (b)
Indebtedness of the Company evidenced by notes, debentures, bonds or other
similar instruments permitted under this Indenture for the payment of which the
Company is responsible or liable;

         (ii)   all Capital Lease Obligations of the Company;

         (iii)  all obligations of the Company (a) for the reimbursement of any
obligor on any letter of credit, bankers' acceptance or similar credit
transaction, (b) under any Interest Rate Agreement or Currency Exchange
Protection Agreement or (c) issued or assumed as the deferred purchase price of
Property and all conditional sale obligations of the Company and all obligations
under any title retention agreement permitted under this Indenture; and

         (iv)   all obligations of other Persons of the type referred to in
clauses (i) and (ii) for the payment of which the Company is responsible or
liable as guarantor; provided, however, that Senior Debt does not include:

                (a)  Indebtedness of the Company that is by its terms
         subordinate or pari passu in right of payment to the Notes, including
         any Senior Subordinated Debt or any Subordinated Obligations;

                (b)  any Indebtedness Incurred in violation of the provisions of
         this Indenture;

                (c)  accounts payable or any other obligations of the Company
         to trade creditors created or assumed by the Company in the ordinary
         course of business in connection with the obtaining of materials or
         services (including Guarantees thereof or instruments evidencing such
         liabilities);

                (d)  any liability for federal, state, local or other taxes owed
         or owing by the Company;

                (e)  any obligation of the Company to any Subsidiary; or

                (f)  any obligations with respect to any Capital Stock.

                                       16

<PAGE>

         "Senior Subordinated Debt" means the Notes and any other subordinated
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank pari passu with the Notes and is not subordinated by its terms to any
other subordinated Indebtedness or other obligation of the Company which is not
Senior Debt.

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

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

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

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

         "Subordinated Obligation" means any Indebtedness (whether outstanding
on the date on which the Notes are originally issued or thereafter Incurred)
which is subordinate or junior in right of payment to the Notes pursuant to a
written agreement to that effect.

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

         "Temporary Cash Investments" means any of the following:

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

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

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

         (iv)   Investments in commercial paper, maturing not more than 90 days
after the date of acquisition, issued by a corporation (other than the Company
or an Affiliate of the Company) organized and in existence under the laws of the
United States of America with a rating at the time as of which any Investment
therein is made of "P-1" (or higher) according to Moody's, "A-1" (or higher)
according to

                                       17

<PAGE>

         S&P or "A-1" (or higher) according to Fitch Credit Rating Co. (or such
similar equivalent rating by at least one "nationally recognized statistical
rating organization" (as defined in Rule 436 under the Securities Act)), and

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

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

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

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

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

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

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

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

         Any such designation by the Board of Directors will be evidenced to the
Trustee by filing with the Trustee a copy of the Board Resolution giving effect
to such designation and an Officers' Certificate certifying (i) that such
designation complies with the foregoing provisions and (ii) giving the effective
date of such designation, such filing with the Trustee to occur within 75 days
after the end of the fiscal quarter of the Company in which such designation is
made (or, in the case of a designation made during the last fiscal quarter of
the fiscal year, within 120 days after the end of such fiscal year).

                                       18

<PAGE>

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

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

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

Section 1.02.   Other Definitions.

                                                                      Defined in
         Term                                                          Section
         ----                                                          -------
         "Affiliate Transaction" ...............................        4.10
         "Authentication Order" ................................        2.02
         "Change of Control Offer" .............................        4.14
         "Change of Control Payment" ...........................        4.14
         "Change of Control Payment Date" ......................        4.14
         "Covenant Defeasance" .................................        8.03
         "DTC" .................................................        2.03
         "Event of Default" ....................................        6.01
         "Excess Proceeds" .....................................        4.09
         "Legal Defeasance" ....................................        8.02
         "Paying Agent" ........................................        2.03
         "Payment Blockage Notice" .............................       10.03
         "Payment Blockage Period" .............................       10.03
         "pay the Notes" .......................................       10.03
         "Prepayment Offer" ....................................        4.09
         "Purchase Date" .......................................        3.09
         "Registrar" ...........................................        2.03
         "Successor" ...........................................        5.01
         "Suspended Covenants" .................................        4.19

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 any successor obligor upon
the Notes.

                                       19

<PAGE>

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

Section 1.04.   Rules of Construction.

         Unless the context otherwise requires:

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

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

         (c)    "or" is not exclusive;

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

         (e)    provisions apply to successive events and transactions;

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

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

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01.   Form and Dating.

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

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company 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

                                       20

<PAGE>

represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

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

Section 2.02.    Execution and Authentication.

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

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

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

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

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

Section 2.03.    Registrar and Paying Agent.

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

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

         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.


                                       21

<PAGE>

Section 2.04.  Paying Agent to Hold Money in Trust.

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

Section 2.05.  Holder Lists.

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

Section 2.06.  Transfer and Exchange.

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

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

                                       22

<PAGE>

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

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

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

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

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

               (C) if the transferee will take delivery in the form of a
          beneficial interest in the IAI Global Note, then the ansferor must
          rdeliver 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.

                                       23

<PAGE>

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

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

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

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

               (D) the Registrar receives the following:

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


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

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

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

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

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

                                       24

<PAGE>

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

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

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

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

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

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

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

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

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

                                       25

<PAGE>

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

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

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

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

               (D) the Registrar receives the following:

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

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

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

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

                                       26

<PAGE>

exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall
not bear the Private Placement Legend.

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

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

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

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

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

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

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

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

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

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

       (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

                                       27

<PAGE>

Unrestricted Global Note or transfer such Restricted Definitive Note to a Person
who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:

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

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

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

              (D)    the Registrar receives the following:

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

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

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

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

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

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

                                       28

<PAGE>

       Unrestricted Global Notes in an aggregate principal amount equal to the
       principal amount of Definitive Notes so transferred.

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

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

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

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

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

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

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

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

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

                     (D)   the Registrar receives the following:

                                       29

<PAGE>

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

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

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

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

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

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

              (i)    Private Placement Legend.

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

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

                                       30

<PAGE>

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

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

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

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

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

                                       31

<PAGE>

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

       (i)    General Provisions Relating to Transfers and Exchanges.

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

              (ii)   No service charge shall be made to a holder of a beneficial
       interest in a Global Note or to a Holder of a Definitive Note for any
       registration of transfer or exchange, but the Company may require payment
       of a sum sufficient to cover any transfer tax or similar governmental
       charge payable in connection therewith (other than any such transfer
       taxes or similar governmental charge payable upon exchange or transfer
       pursuant to Sections 2.10, 3.06, 3.10, 4.09, 4.14 and 9.05 hereof).

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

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

              (v)    The Company shall not be required (A) to issue, to register
       the transfer of or to exchange any Notes during a period beginning at the
       opening of business 15 days before the day of any selection of Notes for
       redemption under Section 3.02 hereof and ending at the close of business
       on the day of selection, (B) to register the transfer of or to exchange
       any Note so selected for redemption in whole or in part, except the
       unredeemed portion of any Note being redeemed in part or (C) to register
       the transfer of or to exchange a Note between a record date and the next
       succeeding Interest Payment Date.

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

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

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

                                       32

<PAGE>

Section 2.07.   Replacement Notes.

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

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

Section 2.08.   Outstanding Notes.

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

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

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

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

Section 2.09.   Treasury Notes.

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

Section 2.10.   Temporary Notes.

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

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<PAGE>

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

Section 2.11.   Cancellation.

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

Section 2.12.   Defaulted Interest.

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

Section 2.13.   CUSIP Numbers.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01.   Notices to Trustee.

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

Section 3.02.   Selection of Notes to Be Redeemed.

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

                                       34

<PAGE>

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

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

Section 3.03.   Notice of Redemption.

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

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

       (a)    the redemption date;

       (b)    the redemption price;

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

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

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

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

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

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

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

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<PAGE>

Section 3.04. Effect of Notice of Redemption.

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

Section 3.05. Deposit of Redemption Price.

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

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

Section 3.06. Notes Redeemed in Part.

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

Section 3.07. Optional Redemption.

         (a) Except as set forth in clause (b) of this Section 3.07, the Company
shall not have the option to redeem the Notes pursuant to this Section 3.07
prior to April 15, 2007. On or after April 15, 2007, the Company shall have the
option to redeem the Notes, in whole or in part, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on April
15 of the years indicated below:

         Year                                                    Percentage
         ----                                                    ----------
         2007 ...............................................      104.375%
         2008 ...............................................      102.917%
         2009 ...............................................      101.458%
         2010 and thereafter ................................      100.000%

         (b) Notwithstanding the provisions of clause (a) of this Section 3.07,
at any time prior to April 15, 2005, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes at a
redemption price equal to 108.750% of the principal amount thereof, plus accrued
and unpaid interest and Liquidated Damages, if any, to the redemption date, with
the net cash proceeds of one or more Public Equity Offerings; provided that (i)
at least 65% of the aggregate principal amount of Notes originally issued remain
outstanding immediately after the occurrence of such

                                       36

<PAGE>

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

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

Section 3.08. Mandatory Redemption.

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

Section 3.09. Mandatory Disposition or Redemption Pursuant to Gaming Laws.

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

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01. Payment of Notes.

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

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


                                       37

<PAGE>

Section 4.02. Maintenance of Office or Agency.

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

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

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

Section 4.03. Reports.

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

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

Section 4.04. Compliance Certificate.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms,


                                       38

<PAGE>

provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

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

Section 4.05. Stay and Extension Laws.

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

Section 4.06. Restricted Payments.

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

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

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

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

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

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

                   (C) the amount by which Indebtedness of the Company or any
             Restricted Subsidiary is reduced on the Company's balance sheet
             upon the conversion or exchange (other than an issuance or sale to
             a Subsidiary of the Company or an employee stock

                                       39

<PAGE>

             ownership plan or other trust established by the Company or any of
             its Subsidiaries) subsequent to March 31, 1997, of any Indebtedness
             of the Company or any Restricted Subsidiary convertible or
             exchangeable for Capital Stock (other than Disqualified Stock) of
             the Company (less the amount of any cash or other property
             distributed by the Company or any Restricted Subsidiary upon such
             conversion or exchange);

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

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

                   (F) $75 million.

         (b) The provisions of the preceding paragraph shall not prohibit (i)
the payment of any dividend within 60 days after the date of its declaration if
such dividend could have been paid on the date of its declaration in compliance
with such provisions; provided that at the time of payment of such dividend no
Default under any provision of this Indenture other than this covenant shall
have occurred and be continuing (or would result therefrom); (ii) the redemption
or repurchase of any Capital Stock or Indebtedness of the Company (other than
any Capital Stock or Indebtedness which is held or beneficially owned by, or
issued by, any member of the Boyd Family, the Company or any Affiliate of the
Company), if the holder or beneficial owner of such Capital Stock or
Indebtedness is required to qualify under the Gaming Laws and does not so
qualify or if necessary, in the reasonable, good faith judgment of the Board of
Directors, as evidenced by a Board Resolution, to prevent the loss or secure the
reinstatement of any Gaming License which if lost or not reinstated, as the case
may be, would have a material adverse effect on the business of the Company and
its Subsidiaries, taken as a whole, or would restrict the ability of the Company
or any of its Subsidiaries to conduct business in any gaming jurisdiction; (iii)
any purchase, redemption or other acquisition or retirement of Capital Stock of
the Company made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock (other than Disqualified Stock) of the
Company; (iv) any purchase, redemption or other acquisition or retirement of the
Indebtedness of any Person made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock (other than Disqualified Stock)
of the Company; (v) any purchase, redemption, defeasance or other acquisition or
retirement for value of Indebtedness from the proceeds of Permitted Refinancing
Indebtedness; (vi) Investments not to exceed $100 million in the Borgata Joint
Venture made subsequent to March 31, 1997; (vii) Investment Guarantees to the
extent permitted under Section 4.08 hereof that constitute Permitted Joint
Venture Investments and Guarantee (with full rights of subrogation) Indebtedness
Incurred by a Permitted Joint Venture to acquire or construct Gaming Facilities,
provided that such Indebtedness is not expressly subordinated in right of
payment or otherwise to any other


                                       40

<PAGE>

Indebtedness of such Permitted Joint Venture and is secured by first priority
security interests in such Gaming Facilities; (viii) payments pursuant to
Investment Guarantees which were entered into in compliance with clause (vii) of
this Section 4.06(b); and (ix) any Permitted Stardust Contribution.

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

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

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

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

Section 4.08.  Incurrence of Indebtedness.

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

               (i)  the Incurrence of such Indebtedness as if such Indebtedness
        was Incurred at the beginning of the Reference Period and (if
        applicable) the application of the net proceeds thereof to repay other
        Indebtedness as if the application of such proceeds occurred at the
        beginning of the Reference Period,

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

                                       41

<PAGE>

          (iii)  the acquisition or disposition of any company or business by
     the Company or any Restricted Subsidiary since the first day of the
     Reference Period including any acquisition or disposition which will be
     consummated contemporaneously with the Incurrence of such Indebtedness, as
     if such acquisition or disposition occurred at the beginning of the
     Reference Period.

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

          (i)    Indebtedness of the Company evidenced by the Notes;

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

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

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

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

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

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

          (viii) Indebtedness of the Company or any Restricted Subsidiary
     outstanding under Permitted FF&E Financings which are either (a)
     Non-Recourse Indebtedness of the Company and its Restricted Subsidiaries;
     or (b) limited in amount (including any Permitted Refinancing Indebtedness
     with respect thereto) for each Gaming Facility owned or leased by the
     Company or any of its Restricted Subsidiaries to the lesser of (1) the
     amount of FF&E used in such Gaming Facility and financed by such Permitted
     FF&E Financing, or (2) $10 million;

                                       42

<PAGE>

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

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

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

Section 4.09.  Asset Sales; Event of Loss.

        (a)    Other than upon an Event of Loss, the Company shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale after the Issue Date, where the Property subject to
such Asset Sale has an aggregate Fair Market Value equal to or in excess of $20
million, unless (i) the Company or such Restricted Subsidiary, as the case may
be, receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value of the Property subject to such Asset Sale; (ii) at least 75%
of such consideration consists of cash or Temporary Cash Investments; provided,
however, that for purposes of this clause (ii), (a) the assumption of
Indebtedness of the Company or a Restricted Subsidiary which is not subordinated
to the Notes shall be deemed to be Temporary Cash Investments if the Company,
such Restricted Subsidiary, and all other Restricted Subsidiaries of the
Company, to the extent any of the foregoing are liable with respect to such
Indebtedness, are expressly released from all liability for such Indebtedness by
the holder thereof in connection with such Asset Sale, (b) any securities or
notes received by the Company or such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary into cash or
Temporary Cash Investments within ten business days of the date of such Asset
Sale shall be deemed to be Temporary Cash Investments and (c) the Company and
its Restricted Subsidiaries may receive consideration in the form of securities
exceeding 25% of the consideration for one or more Asset Sales so long as the
Company and its Restricted Subsidiaries do not hold such securities having an
aggregate Fair Market Value in excess of $50 million at any time outstanding;
(iii) no Default or Event of Default shall have occurred and be continuing at
the time of, or would occur after giving effect, on a pro forma basis, to, such
Asset Sale; and (iv) the Board of Directors of the Company determines in good
faith that such Asset Sale complies with clauses (i) and (ii).

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

        (c)    Within 360 days after the receipt of the Net Proceeds of an Asset
Sale or Event of Loss, an amount equal to 100% of the Net Proceeds from such
Asset Sale or Event of Loss may be applied by the Company or a Restricted
Subsidiary (i) to permanently repay, redeem or repurchase Senior Debt of the
Company or Indebtedness of any Restricted Subsidiary or (ii) to reinvest in
Additional Assets (including by means of an Investment in Additional Assets by a
Restricted Subsidiary with Net Proceeds received by the Company or another
Restricted Subsidiary); provided, however, that if the Company or

                                       43

<PAGE>

any Restricted Subsidiary contractually commits within such 360-day period to
apply such Net Proceeds within 180 days of such contractual commitment in
accordance with the above clauses (i) or (ii), and such Net Proceeds are
subsequently applied as contemplated in such contractual commitment, then the
requirement for application of Net Proceeds set forth in this Section 4.09(c)
shall be considered satisfied.

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

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

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

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

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

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

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

     (f)   Not later than the date upon which written notice required by Section
4.09(e) is delivered to the Trustee, the Company shall irrevocably deposit with
the Trustee or with the Paying Agent (or, if the Company is acting as its own
paying agent, segregate and hold in trust) in Temporary Cash Investments an
amount equal to the purchase price plus accrued and unpaid interest, if any, to
be paid to the Holders entitled thereto, to be held for payment in accordance
with the provisions of this Section. Holders electing to have a Note purchased
will be required to surrender the Note, with an appropriate form duly completed,
to the Company at the address specified in the notice at least five Business
Days prior to the

                                       44

<PAGE>

purchase date. Holders will be entitled to withdraw their election if the
Trustee or the Company receives not later than three Business Days prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Note which was delivered for
purchase by the Holder, the certificate number of such Note and a statement that
such Holder is withdrawing his election to have such Note purchased.

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

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

Section 4.10.  Transactions with Affiliates.

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

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

                                       45

<PAGE>

Section 4.11.  Liens.

        The Company shall not, directly or indirectly, Incur or suffer to exist,
any Lien (other than Permitted Liens) upon any of its Property, whether owned at
the Issue Date or thereafter acquired, or any interest therein or any income or
profits therefrom, which secures Indebtedness that ranks pari passu with or is
subordinated to the Notes unless: (i) if such Lien secures Indebtedness that
ranks pari passu with the Notes, the Notes are secured on an equal and ratable
basis with the obligations so secured or (ii) if such Lien secures Indebtedness
that is subordinated to the Notes, such Lien shall be subordinated to a Lien
granted to the Holders in the same collateral as that securing such Indebtedness
subordinated to the Notes to the same extent as such subordinated Indebtedness
is subordinated to the Notes.

Section 4.12.  Activities of the Company.

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

Section 4.13.  Corporate Existence.

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

Section 4.14.  Offer to Repurchase Upon Change of Control.

        (a)    Upon the occurrence of (i) a Change of Control (if, at the Change
of Control Time the Notes do not have Investment Grade Status) or (ii) a Change
of Control Triggering Event (if, at the Change of Control Time the Notes have
Investment Grade Status) each Holder shall have the right to require the Company
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, and liquidated damages if any,
thereon to the purchase date (the "Change of Control Payment").

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

                                       46

<PAGE>

continue to accrue interest; (5) a description of the transaction or
transactions constituting the Change of Control or Change of Control Triggering
Event, as the case may be; and (6) the procedures that Holders must follow in
order to tender their Notes (or portions thereof) for payment and the procedures
that Holders must follow in order to withdraw an election to tender Notes (or
portions thereof) for payment.

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

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

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

Section 4.15.  Maintenance of Properties and Other Matters.

        (a)    The Company shall, and shall cause each of its Subsidiaries to,
maintain its Properties in good working order and condition and make all
necessary repairs, renewals and replacements; provided, however, that nothing in
this Section 4.15 shall prevent the Company or any of its Subsidiaries from
discontinuing the operation and maintenance of any of its Properties, if such
discontinuance is, in the judgment of the Company, both desirable in the conduct
of the business of the Company and its Subsidiaries, taken as a whole, and not
disadvantageous in any material respect to the Holders.

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

                                       47

<PAGE>

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

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

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

Section 4.16.  Limitation on Status of Investment Company.

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

Section 4.17.  Payment for Consent.

        Neither the Company nor any of its Subsidiaries shall directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder 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 that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.

Section 4.18.  Layered Indebtedness.

        The Company shall not, directly or indirectly, Incur any Indebtedness
which is subordinate or junior in right of payment to any Senior Debt unless
such Indebtedness is Senior Subordinated Debt or is expressly subordinated in
right of payment to Senior Subordinated Debt. The Company shall not permit any
of its Restricted Subsidiaries to issue any Guarantee with respect to any Senior
Subordinated Debt or Subordinated Obligations of the Company unless such
Restricted Subsidiary has executed and delivered to the Trustee a supplemental
indenture pursuant to which such Restricted Subsidiary will Guarantee payment of
the Notes on terms and conditions (including with respect to any Liens securing
such Guarantees) at least as favorable to the Holders as such Guarantee and (i)
in the case of Senior Subordinated Debt, such Guarantee (and related Liens, if
any) shall rank equal in right of payment with such Guarantee of the Notes; and
(ii) in the case of Subordinated Obligations, such Guarantee (and related Liens,
if any) shall be subordinated in right of payment to such Guarantee of the Notes
to at least the same extent as such Subordinated Obligations are subordinated to
the Notes.

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<PAGE>

Section 4.19.  Certain Suspended Covenants.

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

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01.  Merger, Consolidation and Sale of Assets.

        The Company shall not merge or consolidate with or into any other entity
(other than a merger or consolidation of a Restricted Subsidiary with or into
the Company) or in one transaction or a series of related transactions sell,
convey, assign, transfer, lease or otherwise dispose of all or substantially all
of its Property unless (i) the entity formed by or surviving any such
consolidation or merger (if the Company is not the surviving entity) or the
Person to which such sale, assignment, transfer, lease or conveyance is made
(the "Successor") (a) shall be a corporation organized and existing under the
laws of the United States of America or a State thereof or the District of
Columbia and such corporation expressly assumes, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, the due and punctual payment of the principal, premium, if any, and
interest on all the Notes, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
to be performed by the Company; and (b) the Successor shall have all Gaming
Licenses required to operate all Gaming Facilities to be owned by such
Successor; (ii) in the case of a sale, transfer, assignment, lease, conveyance
or other disposition of all or substantially all of the Company's Property, such
Property shall have been transferred as an entirety or virtually as an entirety
to one Person; (iii) immediately before and after giving effect to such
transaction or series of transactions on a pro forma basis, no Default or Event
of Default shall have occurred and be continuing; (iv) immediately after giving
effect to such transaction or series of transactions on a pro forma basis
(including, without limitation, any Indebtedness Incurred or anticipated to be
Incurred in connection with such transaction or series of transactions), the
Company or the Successor, as the case may be, would be able to Incur at least
$1.00 of additional Indebtedness pursuant to Section 4.08(a) hereof; (v)
immediately after giving effect to such transaction or series of transactions on
a pro forma basis (including, without limitation, any Indebtedness Incurred or
anticipated to be Incurred in connection with such transaction or series of
transactions), the Company or the Successor shall have a Consolidated Net Worth
equal to or greater than the Consolidated Net Worth of the Company immediately
prior to the transaction or series of transactions; and (vi) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, sale, conveyance, assignment,
transfer, lease or other disposition and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article Five and that all conditions precedent herein provided
for relating to such transaction have been complied with, together with any
documents required under Section 9.06 hereof.

                                       49

<PAGE>

Section 5.02.  Successor Corporation Substituted.

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

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

        An "Event of Default" occurs if:

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

        (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when due at maturity, upon acceleration, required
purchase or otherwise, whether or not prohibited by Article Ten hereof;

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

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

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

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

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

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               (i)   commences a voluntary case,

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

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

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

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

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

               (ii)  appoints a custodian of the Company or any Restricted
Subsidiary or for all or substantially all of the property of the Company or any
Restricted Subsidiary; or

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

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

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

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

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

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

Section 6.02.  Acceleration.

        If an Event of Default with respect to the Notes (other than an Event of
Default resulting from Section 6.01(g) or (h) hereof) shall have occurred and be
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding may accelerate the maturity of
all the Notes in which event the Notes (including any accrued interest and, if
applicable, Liquidated Damages thereon) shall become immediately due and
payable; provided, however, that after such

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<PAGE>

acceleration but before a judgment or decree based on acceleration is obtained
by the Trustee, the Holders of a majority in aggregate principal amount of the
Notes then outstanding, may, by written notice to the Trustee, rescind and annul
such acceleration if all Events of Default, other than the nonpayment of
accelerated principal, have been cured or waived as provided in this Indenture.
In case an Event of Default resulting from Section 6.01(g) or (h) hereof shall
occur, the Notes (including any accrued interest and, if applicable, Liquidated
Damages, thereon) shall be due and payable immediately without any declaration
or other act on the part of the Trustee or the Holders.

Section 6.03.  Other Remedies.

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

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

Section 6.04.  Waiver of Past Defaults.

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

Section 6.05.  Control by Majority.

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

Section 6.06.  Limitation on Suits.

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

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

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

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<PAGE>

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

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

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

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

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.

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<PAGE>

Section 6.10.  Priorities.

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

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

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

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

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

Section 6.11.  Undertaking for Costs.

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

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01.  Duties of Trustee.

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

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

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

               (ii) in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee pursuant to the requirements of this Indenture.
        However, the

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<PAGE>

        Trustee shall examine the certificates and opinions specifically
        required to be furnished to it hereunder to determine whether or not
        they substantially conform to the procedural 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;

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

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

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

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

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

Section 7.02.  Rights of Trustee.

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

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

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

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

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<PAGE>

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

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

Section 7.03.  Individual Rights of Trustee.

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

Section 7.04.  Trustee's Disclaimer.

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

Section 7.05.  Notice of Defaults.

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

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

        Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA 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 (S) 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 or
delisted therefrom.

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<PAGE>

Section 7.07.  Compensation and Indemnity.

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

        The Company shall fully indemnify the Trustee against any and all
losses, liabilities, claims, damages or expenses (including reasonable legal
fees and expenses) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense shall be determined by a court of
competent jurisdiction to have been caused by its own negligence or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder except to the extent that the
Company is actually prejudiced by failure of the Trustee to provide timely
notice of claims of which a Responsible Officer has received written notice. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

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

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

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

        The Trustee shall comply with the provisions of TIA (S) 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;

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<PAGE>

        (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.

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

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

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

Section 7.09.  Successor Trustee by Merger, etc.

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

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

Section 7.10.  Eligibility; Disqualification.

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

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<PAGE>

        This Indenture shall always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA
(S) 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 (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

Section 8.02.  Legal Defeasance and Discharge.

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

Section 8.03.  Covenant Defeasance.

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

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<PAGE>

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(i) hereof, except for Sections 6.01(g) and 6.01(h)
with respect to the Company (but not with respect to any Restricted Subsidiary)
shall not constitute Events of Default.

Section 8.04.  Conditions to Legal or Covenant Defeasance.

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

        In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

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

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

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

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

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

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

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

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

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

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

Section 8.06.  Repayment to Company.

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

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes.

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

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

        (b)  to comply with Article Five;

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

        (d)  to add Guarantees with respect to the Notes and to release such
Guarantees when required by the terms thereof;

        (e)  to secure the Notes;

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

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

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

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

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the

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Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company 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 and the Notes without notice to
any Holder of Notes but with the consent of the Holders of at least a majority
in principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class (including consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
(including Additional Notes, if any) voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes). Section 2.08 hereof shall determine which Notes are
considered to be "outstanding" for purposes of this Section 9.02.

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

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

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

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

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

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

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

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

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

        (g)  make any change to Article Ten hereof that would adversely affect
the Holders;

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

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

Section 9.03.  Compliance with Trust Indenture Act.

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

Section 9.04.  Revocation and Effect of Consents.

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

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

Section 9.05.  Notation on or Exchange of Notes.

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

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

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Section 9.06.  Trustee to Sign Amendments, etc.

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

                                   ARTICLE 10.
                                  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 Ten, to the prior payment of
all Senior Debt of the Company and that the subordination is for the benefit of
and enforceable by the holders of such Senior Debt. The Notes shall in all
respects rank pari passu with all other Senior Subordinated Debt of the Company
and only Senior Debt of the Company shall rank senior to the Notes in accordance
with the provisions set forth herein. All provisions of this Article Ten shall
be subject to Section 10.12.

Section 10.02. Liquidation, Dissolution and Bankruptcy.

        Upon any payment or distribution of the assets of the Company to
creditors upon a total or partial liquidation or a total or partial dissolution
of the Company or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or its property:

               (i)  holders of Senior Debt of the Company shall be entitled to
        receive payment in full in cash or cash equivalents of such Senior
        Debt before Holders shall be entitled to receive any payment of
        principal of or interest on the Notes; and

               (ii) until such Senior Debt is paid in full in cash or cash
        equivalents, any distribution to which Holders would be entitled but
        for this Article Ten shall be made to holders of such Senior Debt as
        their interests may appear;

except that Holders may receive shares of stock and any debt securities that are
subordinated to Senior Debt, and to any debt securities received by holders of
Senior Debt, of the Company to at least the same extent as the Notes.

Section 10.03. Default on Senior Debt.

        The Company may not pay the principal of or interest on the Notes or
make any deposit pursuant to Section 8.04 and may not repurchase, redeem or
otherwise retire any Notes (collectively, "pay the Notes") if (i) any principal,
premium or interest in respect of any Senior Debt is not paid within any
applicable grace period (including at maturity) or (ii) any other default on
Senior Debt occurs and the maturity of such Senior Debt is accelerated in
accordance with its terms unless, in either case, (x) the default has been cured
or waived and any such acceleration has been rescinded or (y) such Senior Debt
has been paid in full in cash or cash equivalents; provided, however, that the
Company may pay the Notes without regard to the foregoing if the Company and the
Trustee receive written notice approving such

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<PAGE>

payment from the Representative of each issue of Designated Senior Debt. During
the continuance of any default (other than a default described in clause (i) or
(ii) of the preceding sentence) with respect to any Designated Senior Debt
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration), the Company may not pay the Notes for a period (a "Payment
Blockage Period") commencing upon the receipt by the Company and the Trustee of
written notice of such default from the Representative of such Designated Senior
Debt specifying an election to effect a Payment Blockage Period (a "Payment
Blockage Notice") and ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the Trustee and the
Company from the Representative who gave such Payment Blockage Notice, (ii) by
repayment in full in cash or cash equivalents of such Designated Senior Debt or
(iii) because the default giving rise to such Payment Blockage Notice is no
longer continuing). Notwithstanding the provisions described in the immediately
preceding sentence, unless the holders of such Designated Senior Debt or the
Representative of such holders shall have accelerated the maturity of such
Designated Senior Debt and shall not have rescinded such acceleration, the
Company may (unless otherwise prohibited pursuant to the first sentence of this
Section 10.03) resume payments on the Notes after such Payment Blockage Period.
Not more than one Payment Blockage Notice with respect to all issues of
Designated Senior Debt may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to one or more issues of
Designated Senior Debt during such period.

Section 10.04. Acceleration of Payment of Notes.

        If payment of the Notes is accelerated because of an Event of Default,
the Company or the Trustee shall promptly notify the holders of the Designated
Senior Debt (or their Representatives) of the acceleration.

Section 10.05. When Distribution Must Be Paid Over.

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

Section 10.06. Subrogation.

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

Section 10.07. Relative Rights.

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

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

               (ii) prevent the Trustee or any Holder from exercising its
        available remedies upon a Default or an Event of Default, subject to the
        rights of holders of Senior Debt of the Company to receive distributions
        otherwise payable to Holders.

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Section 10.08. Subordination May Not Be Impaired by Company.

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

Section 10.09. Rights of Trustee and Paying Agent.

        Notwithstanding Section 10.03, the Trustee or Paying Agent may continue
to make payments on the Notes and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments, unless,
not less than two Business Days prior to the date of such payment, a Responsible
Officer receives notice that payments may not be made under this Article Ten.
The Company, the Registrar or co-registrar, the Paying Agent, a Representative
or a holder of Senior Debt may give the notice; provided, however, that, if an
issue of Senior Debt of the Company has a Representative, only the
Representative may give the notice on behalf of the holders of such Senior Debt.

        The Trustee in its individual or any other capacity may hold Senior Debt
of the Company with the same rights it would have if it were not Trustee. The
Registrar and co-registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article Ten with respect to any Senior Debt of the Company which may at any time
be held by it, to the same extent as any other holder of such Senior Debt; and
nothing in Article Seven shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article Ten shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.07.

Section 10.10. Distribution or Notice to Representative.

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

Section 10.11. Article Ten Not to Prevent Events of Default or Limit Right to
               Accelerate.

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

Section 10.12. Trust Moneys Not Subordinated.

        Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of U.S. Government Obligations held in trust under Article
Eight by the Trustee for the payment of principal of and interest on the Notes
shall not be subordinated to the prior payment of any Senior Debt or subject to
the restrictions set forth in this Article Ten, and none of the Holders shall be
obligated to pay over any such amount to the Company or any holder of Senior
Debt of the Company or any other creditor of the Company.

Section 10.13. Trustee Entitled to Rely.

        Upon any payment or distribution pursuant to this Article Ten, the
Trustee and the Holders shall be entitled to rely (i) upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 10.02 are pending, (ii) upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to the Holders or (iii) upon the Representatives for the
holders of Senior Debt of the Company for the purpose of

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ascertaining the Persons entitled to participate in such payment or
distribution, the holders of such Senior Debt and other Debt 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 Ten. In the
event that the Trustee determines, in good faith, that evidence is required with
respect to the right of any Person as a holder of Senior Debt of the Company to
participate in any payment or distribution pursuant to this Article Ten, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article Ten, and, if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment. The provisions of Sections 7.01 and 7.02
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article Ten.

Section 10.14. Trustee to Effectuate Subordination.

        Each Holder by accepting a Note authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination between the Holders and holders of Senior Debt
of the Company as provided in this Article Ten and appoints the Trustee as
attorney-in-fact for any and all such purposes.

Section 10.15. Trustee Not Fiduciary for Holders of Senior Debt.

        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 it shall
mistakenly pay over or distribute to Holders or the Company or any other Person,
money or assets to which any holders of Senior Debt of the Company shall be
entitled by virtue of this Article Ten or otherwise.

Section 10.16. Reliance by Holders of Senior Debt on Subordination Provisions.

        Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt of the Company, whether
such Senior Debt was created or acquired before or after the issuance of the
Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt
and such holder of such Senior Debt shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Debt.

Section 10.17. Certain Payments.

        Nothing in this Article Ten shall prevent or delay (i) the Company from
or in redeeming any Notes pursuant to Section 3.09 or otherwise purchasing any
Notes pursuant to any Legal Requirements relating to the gaming business of the
Company and its Subsidiaries or (ii) the receipt by the Holders of payments of
principal of and interest on the Notes as provided in Section 8.05.

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

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

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(1)     either:

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

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

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

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

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

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

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

Section 11.02. Application of Trust Money.

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

        If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's 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,

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the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent.

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

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

Section 12.02. Notices.

        Any notice or communication by the Company or the Trustee to the other
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 other's address, as
follows:

        If to the Company:

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

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

        If to the Trustee:
        Wells Fargo Bank, National Association
        Corporate Trust Department
        707 Wilshire Blvd., 17th Floor
        Los Angeles, California  90017
        Telecopier No.:  (213) 614-3355
        Attention:  Jeanie Mar

        The Company 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.

                                       70

<PAGE>

         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 (S) 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

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

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

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

         Holders may communicate pursuant to TIA (S) 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 (S)
312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

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

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

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

Section 12.05. Statements Required in Certificate or Opinion.

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

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

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

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

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

                                       71

<PAGE>

Section 12.06. Rules by Trustee and Agents.

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

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

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

Section 12.08. Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND 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 12.09. No Adverse Interpretation of Other Agreements.

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

Section 12.10. Successors.

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

Section 12.11. Severability.

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

Section 12.12. Counterpart Originals.

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

Section 12.13. Table of Contents, Headings, etc.

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

                         [Signatures on following page]


                                       72

<PAGE>

                                   SIGNATURES

                              BOYD GAMING CORPORATION, a Nevada corporation

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

[CORPORATE SEAL]

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



                              WELLS FARGO BANK, NATIONAL ASSOCIATION


                              By:_______________________________________________
                              Name:
                              Title:



<PAGE>

                                                                       EXHIBIT A

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

                                                         CUSIP/CINS ____________

                    8.75% Senior Subordinated Notes due 2012

No. ___                                                            $____________

                             BOYD GAMING CORPORATION

promises to pay to ______________________________________ or registered assigns,

the principal sum of____________________________________________________________

Dollars on April 15, 2012.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

Dated: April 8, 2002

                                   BOYD GAMING CORPORATION

                                   By:__________________________________________
                                      Name:
                                      Title:

                                   By:__________________________________________
                                      Name:
                                      Title:

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

WELLS FARGO BANK, NATIONAL ASSOCIATION,
  as Trustee

By:____________________________________
             Authorized Signatory

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

                                       A-1



<PAGE>

                                 [Back of Note]
                    8.75% Senior Subordinated Notes due 2012

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

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

___________________

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

                                      A-2

<PAGE>

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

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

     1. Interest. Boyd Gaming Corporation, a Nevada corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 8.75% per annum
from April 8, 2002 until maturity and shall pay the Liquidated Damages payable
pursuant to Section 5 of the Registration Rights Agreement referred to below.
The Company will pay interest and Liquidated Damages semi-annually in arrears on
April 15 and October 15 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 October 15, 2002. The Company shall pay interest on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
on overdue installments of interest from time to time on demand at the same rate
to the extent lawful. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

     2. Method of Payment. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the April 1 or October 1
immediately preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Liquidated Damages, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Liquidated Damages may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

     3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

     4. Indenture. The Company issued the Notes under an Indenture dated as of
April 8, 2002 (the "Indenture") between the Company and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code (S)(S) 77aaa-77bbbb). The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern

________________

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

                                      A-3

<PAGE>

and be controlling. The Initial Notes are obligations of the Company limited to
$250 million in aggregate principal amount [and, as of _____________, the
Additional Notes are obligations of the Company limited to $_____ million in
aggregate principal amount]/3/.

     5.   OPTIONAL REDEMPTION.

     (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to April 15, 2007.
On or after April 15, 2007, the Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on April 15 of the years indicated below:

        Year                                               Percentage
        ----                                               ----------
        2007 ..........................................     104.375%
        2008 ..........................................     102.917%
        2009 ..........................................     101.458%
        2010 and thereafter ...........................     100.000%

     (b)  Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to April 15, 2005, the Company may, on one or more
occasions, redeem up to 35% of the aggregate principal amount of Notes at a
redemption price equal to 108.750% of the principal amount thereof plus accrued
and unpaid interest and Liquidated Damages, if any, to the redemption date, with
the net cash proceeds of one or more Public Equity Offerings; provided that (i)
at least 65% of the aggregate principal amount of the Notes originally issued
remain outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company and its Subsidiaries) and (ii) the
redemption occurs within 45 days of the date of the closing of such Public
Equity Offering.

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

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

     8.   REPURCHASE AT OPTION OF THE HOLDER.

     (a)  Upon the occurrence of (i) a Change of Control (if, at the Change of
Control Time the Notes do not have Investment Grade Status) or (ii) a Change of
Control Triggering Event (if, at the Change of Control Time the Notes have
Investment Grade Status), each Holder of Notes shall have the right to require
the Company to purchase such Holder's Notes, in whole, or in part in a principal
amount

_________________

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

                                      A-4

<PAGE>

that is an integral multiple of $1,000, pursuant to a Change of Control
Offer, at a purchase price in cash equal to 101% of the principal amount thereof
on any Change of Control Payment Date plus accrued and unpaid interest, if any,
to the Change of Control Payment Date.

     Within 30 calendar days following any Change of Control (if, at the Change
of Control Time the Notes do not have Investment Grade Status) or any Change of
Control Triggering Event, the Company shall send, or cause to be sent, by
first-class mail, postage prepaid, a notice regarding the Change of Control
Offer to the Trustee and each Holder of Notes. The Holder of this Note may elect
to have this Note or a portion hereof in an authorized denomination purchased by
completing the form entitled "Option of Holder to Elect Purchase" appearing
below and tendering this Note pursuant to the Change of Control Offer. Unless
the Company defaults in the payment of the Change of Control Purchase Price with
respect thereto, all Notes or portions thereof accepted for payment pursuant to
the Change of Control Offer will cease to accrue interest from and after the
Change of Control Payment Date.

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

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

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

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

                                      A-5

<PAGE>

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

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

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

                                      A-6

<PAGE>

determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default and its consequences under the Indenture except a continuing
Default in the payment of interest on, or the principal of, the Notes.

        14. Subordination. The Notes are subordinated to Senior Debt of the
Company. To the extent provided in the Indenture, Senior Debt of the Company
must be paid before the Notes may be paid. The Company agrees, and each Holder
by accepting a Note agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give effect to such provisions and
appoints the Trustee as attorney-in-fact for such purpose.

        15. 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.

        16. 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.

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

        18. 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).

        19. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of April 8, 2002, among the Company and the parties named on
the signature pages thereof (the "Registration Rights Agreement").

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

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

                                      A-7

<PAGE>

                                 Assignment Form

        To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date: ________________

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

Signature Guarantee*: __________________________

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

                                      A-8

<PAGE>

                       Option of Holder to Elect Purchase

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

                  [_] Section 4.09     [_] Section 4.14

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

                                $_______________

Date: ________________

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

                                   Tax Identification No.: _____________________

Signature Guarantee*: __________________________

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

                                      A-9

<PAGE>

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

                                      A-10

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

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

[Registrar address block]

         Re: 8.75% Senior Subordinated Notes due 2012
             ----------------------------------------

         Reference is hereby made to the Indenture, dated as of April 8, 2002
(the "Indenture"), between Boyd Gaming Corporation, as issuer (the "Company"),
and Wells Fargo Bank, National Association, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

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

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

                                      B-1

<PAGE>

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

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

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

                                      or

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

                                      or

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

                                       or

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

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

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

                                      B-2

<PAGE>

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>

                       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

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

[Registrar address block]

         Re:  8.75% Senior Subordinated Notes due 2012
              ----------------------------------------

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of April 8, 2002
(the "Indenture"), between Boyd Gaming Corporation, as issuer (the "Company"),
and Wells Fargo Bank, National Association, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

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

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

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

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

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

                                      C-1

<PAGE>

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

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

         2.      Exchange of Restricted Definitive Notes or Beneficial Interests
                 ---------------------------------------------------------------
in Restricted Global Notes for Restricted Definitive Notes or Beneficial
-------------------------------------------------------------------------
Interests in Restricted Global Notes
-------------------------------------

         (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

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

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

                                 _______________________________________________
                                        [Insert Name of Transferor]

                                 By:____________________________________________
                                 Name:
                                 Title:
Dated:  ______________________

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

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

[Registrar address block]

         Re: 8.75% Senior Subordinated Notes due 2012
             ----------------------------------------

         Reference is hereby made to the Indenture, dated as of April 8, 2002
(the "Indenture"), between Boyd Gaming Corporation, as issuer (the "Company"),
and Wells Fargo Bank, National Association, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

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

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

         (b) [_]     a Definitive Note,

         we confirm that:

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

         2.     We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with 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