EXHIBIT 4.4

                         LOUISIANA CASINO CRUISES, INC.

                                    as issuer

                and the Subsidiary Guarantors referred to herein

                        11% Senior Secured Notes due 2005

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


                                    INDENTURE

                          Dated as of January 27, 1999

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



                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                   as Trustee



<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE                                                INDENTURE
 ACT SECTION                                                    SECTION
---------------                                                ----------
<S>                                                               <C>
310(a)(1).........................................................7.10
310(a)(2).........................................................7.10
310(a)(3).........................................................N/A
310(a)(4).........................................................N/A
310(a)(5).........................................................7.10
310(b)............................................................7.8; 7.10
310(c)............................................................N/A
311(a)............................................................7.11
311(b)............................................................7.11
311(c)............................................................N/A
312(a)............................................................2.5
312(b)............................................................12.3
312(c)............................................................12.3
313(a)............................................................7.6
313(b)(1).........................................................7.6
313(b)(2).........................................................7.6
313(c)............................................................7.6
313(d)............................................................7.6
314(a)............................................................4.3; 4.4
314(b)............................................................11.1
314(c)(1).........................................................12.4
314(c)(2).........................................................12.4
314(c)(3).........................................................N/A
314(d)............................................................11.4
314(e)............................................................12.5
314(f)............................................................N/A
315(a)............................................................7.1
315(b)............................................................7.5
315(c)............................................................7.1
315(d)............................................................7.1
315(e)............................................................6.11
316(a)(last sentence).............................................2.9
316(a)(1)(A)......................................................6.5
316(a)(1)(B)......................................................6.4
316(a)(2).........................................................N/A
316(b)............................................................9.2
316(c)............................................................9.4
317(a)(1).........................................................6.8
317(a)(2).........................................................6.9
317(b)............................................................2.4
318(a)............................................................12.1
</TABLE>

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


<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                             Page
<S>               <C>                                                                        <C>

                                   ARTICLE I
                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1       Definitions...................................................................1
Section 1.2       Other Definitions............................................................14
Section 1.3       Incorporation by Reference of Trust Indenture Act............................14
Section 1.4       Rules of Construction........................................................15

                                  ARTICLE II
                                   THE NOTES

Section 2.1       Form and Dating..............................................................15
Section 2.2       Execution and Authentication.................................................16
Section 2.3       Registrar, Paying Agent and Depositary.......................................16
Section 2.4       Paying Agent to Hold Money in Trust..........................................17
Section 2.5       Holder Lists.................................................................17
Section 2.6       Transfer and Exchange........................................................17
Section 2.7       Replacement Notes............................................................20
Section 2.8       Outstanding Notes............................................................20
Section 2.9       Treasury Notes...............................................................21
Section 2.10      Temporary Notes..............................................................21
Section 2.11      Cancellation.................................................................21
Section 2.12      Defaulted Interest...........................................................21
Section 2.13      Legends......................................................................22

                                  ARTICLE III
                                  REDEMPTION

Section 3.1       Notices to Trustee...........................................................22
Section 3.2       Selection of Notes to Be Redeemed............................................23
Section 3.3       Notice of Redemption.........................................................23
Section 3.4       Effect of Notice of Redemption...............................................24
Section 3.5       Deposit of Redemption Price..................................................24
Section 3.6       Notes Redeemed in Part.......................................................24
Section 3.7       Optional Redemption..........................................................24
Section 3.8       Required Regulatory Redemption...............................................25

                                  ARTICLE IV
                                   COVENANTS

Section 4.1       Payment of Notes.............................................................25
Section 4.2       Maintenance of Office or Agency..............................................25
Section 4.3       Reports......................................................................26
Section 4.4       Compliance Certificate.......................................................26
Section 4.5       Taxes........................................................................27
Section 4.6       Stay, Extension and Usury Laws...............................................27
Section 4.7       Limitation on Restricted Payments............................................27
Section 4.8       Limitation on Restrictions on Subsidiary Dividends...........................29
Section 4.9       Limitation on Incurrence of Indebtedness.....................................29
Section 4.10      Limitation on Asset Sales....................................................31
Section 4.11      Limitation on Transactions With Affiliates...................................33


                                     -i-



Section 4.12      Limitation on Liens..........................................................34
Section 4.13      Corporate Existence..........................................................34
Section 4.14      Repurchase Upon a Change of Control..........................................34
Section 4.15      Maintenance of Properties....................................................36
Section 4.16      Maintenance of Insurance.....................................................36
Section 4.17      Restrictions on Sale and Issuance of Subsidiary Stock........................36
Section 4.18      Limitation on Lines of Business..............................................36

                                   ARTICLE V
                                  SUCCESSORS

Section 5.1       When the Company May Merge, etc..............................................36
Section 5.2       Successor Substituted........................................................37

                                  ARTICLE VI
                             DEFAULTS AND REMEDIES

Section 6.1       Events of Default............................................................37
Section 6.2       Acceleration.................................................................39
Section 6.3       Other Remedies...............................................................39
Section 6.4       Waiver of Past Defaults; Rescission of Acceleration..........................39
Section 6.5       Control by Majority..........................................................39
Section 6.6       Limitation on Suits..........................................................40
Section 6.7       Rights of Holders to Receive Payment.........................................40
Section 6.8       Collection Suit by Trustee...................................................40
Section 6.9       Trustee May File Proofs of Claim.............................................40
Section 6.10      Priorities...................................................................41
Section 6.11      Undertaking for Costs........................................................41

                                  ARTICLE VII
                                    TRUSTEE

Section 7.1       Duties of Trustee............................................................41
Section 7.2       Rights of Trustee............................................................42
Section 7.3       Individual Rights of Trustee.................................................43
Section 7.4       Trustee's Disclaimer.........................................................43
Section 7.5       Notice of Defaults...........................................................43
Section 7.6       Reports by Trustee to Holders................................................44
Section 7.7       Compensation and Indemnity...................................................44
Section 7.8       Replacement of Trustee.......................................................45
Section 7.9       Successor Trustee by Merger, etc.............................................45
Section 7.10      Eligibility; Disqualification................................................46
Section 7.11      Preferential Collection of Claims Against Company............................46

                                 ARTICLE VIII
              DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1       Discharge; Option to Effect Legal or Covenant Defeasance.....................46
Section 8.2       Legal Defeasance and Discharge...............................................46
Section 8.3       Covenant Defeasance..........................................................47
Section 8.4       Conditions to Legal or Covenant Defeasance...................................47
Section 8.5       Deposits to be Held in Trust; Other Miscellaneous Provisions.................48
Section 8.6       Repayment to the Company.....................................................48
Section 8.7       Reinstatement................................................................49



                                     -ii-


                                  ARTICLE IX
                                  AMENDMENTS

Section 9.1       Without Consent of Holders...................................................49
Section 9.2       With Consent of Holders......................................................50
Section 9.3       Compliance with Trust Indenture Act..........................................51
Section 9.4       Revocation and Effect of Consents............................................51
Section 9.5       Notation on or Exchange of Notes.............................................51
Section 9.6       Trustee to Sign Amendments, etc..............................................52

                                   ARTICLE X
                             SUBSIDIARY GUARANTIES

Section 10.1      Subsidiary Guaranty..........................................................52
Section 10.2      Execution and Delivery of the Subsidiary Guaranties..........................53
Section 10.3      Limitation on Subsidiary Guarantor's Liability...............................54
Section 10.4      Rights under the Subsidiary Guaranties.......................................54
Section 10.5      Primary Obligations..........................................................54
Section 10.6      Guarantee by Future Subsidiaries.............................................55
Section 10.7      Release of Subsidiary Guarantors.............................................55

                                  ARTICLE XI
                               SECURITY INTEREST

Section 11.1      Assignment of Security Interest..............................................55
Section 11.2      Suits to Protect the Collateral..............................................56
Section 11.3      Further Assurances and Security..............................................57
Section 11.4      Release of Collateral........................................................57
Section 11.5      Reliance on Opinion of Counsel...............................................58
Section 11.6      Purchaser May Rely...........................................................58
Section 11.7      Payment of Expenses..........................................................58

                                  ARTICLE XII
                                 MISCELLANEOUS

Section 12.1      Trust Indenture Act Controls.................................................59
Section 12.2      Notices......................................................................59
Section 12.3      Communication by Holders with Other Holders..................................60
Section 12.4      Certificate and Opinion as to Conditions Precedent...........................60
Section 12.5      Statements Required in Certificate or Opinion................................61
Section 12.6      Rules by Trustee and Agents..................................................61
Section 12.7      Legal Holidays...............................................................61
Section 12.8      No Recourse Against Others...................................................61
Section 12.9      Governing Law................................................................61
Section 12.10     No Adverse Interpretation of Other Agreements................................62
Section 12.11     Successors...................................................................62
Section 12.12     Severability.................................................................62
Section 12.13     Counterpart Originals........................................................62
Section 12.14     Table of Contents, Headings, etc.............................................62



EXHIBIT A - Form of Note......................................................................A-1
EXHIBIT B - Certificate to Be Delivered upon Exchange or Registration of Transfer of Notes....B-1
EXHIBIT C - Form of Subsidiary Guaranty.......................................................C-1
</TABLE>

                                      -iii-


<PAGE>



         This Indenture, dated as of January 27, 1999, is entered into by and
among Louisiana Casino Cruises, Inc., a Louisiana corporation (the "COMPANY"),
the Subsidiary Guarantors (as defined below) and U.S. Bank Trust National
Association, a national banking organization, 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 (as defined below) of
the Company's 11% Senior Secured Notes due 2005.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1       DEFINITIONS.

         "ACQUIRED DEBT" means Indebtedness of a Person existing at the time
such Person is merged with or into the Company or a Restricted Subsidiary or
becomes a Restricted Subsidiary, other than Indebtedness incurred in connection
with, or in contemplation of, such Person merging with or into the Company or a
Restricted Subsidiary or becoming a Restricted Subsidiary.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, will mean
(a) the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise or (b) beneficial
ownership of 10% or more of the voting securities of such Person.
Notwithstanding the foregoing, neither the Initial Purchaser nor any of its
Affiliates will be deemed to be Affiliates of the Company.

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

         "ASSET SALE" means any (a) direct or indirect sale, assignment,
transfer, lease, conveyance, or other disposition (including, without
limitation, by way of merger or consolidation) (collectively, a "TRANSFER"),
other than in the ordinary course of business, of any assets of the Company or
any Restricted Subsidiary; (b) direct or indirect issuance or sale of any
Capital Stock of any Restricted Subsidiary (other than directors' qualifying
shares), in each case to any Person (other than the Company or a Restricted
Subsidiary); or (c) Event of Loss. For purposes of this definition, (i) any
series of transactions that are part of a common plan shall be deemed a single
Asset Sale and (ii) the term "Asset Sale" shall not include (1) any series of
transactions that have a fair market value (or result in gross proceeds) of less
than $1 million, until the aggregate fair market value and gross proceeds of the
transactions excluded from the definition of Asset Sale pursuant to this clause
(ii)(1) exceed $5 million or (2) any disposition of all or substantially all of
the assets of the Company that is governed under and complies with the terms of
Article V.

         "BANKRUPTCY LAW" means title 11, U.S. Code, or any similar federal,
state or foreign law for the relief of debtors.

         "BENEFICIAL OWNER" has the meaning attributed to it in Rules 13d-3 and
13d-5 under the Exchange Act (as in effect on the Issue Date), whether or not
applicable, 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.

         "BOARD OF DIRECTORS" means the board of directors or any duly
constituted committee thereof of any corporation or of a corporate general
partner of a partnership and any similar body empowered to direct the affairs of
any other entity.

                                       1
<PAGE>



         "BUSINESS DAY" means any day other than a Legal Holiday.

         "CAPITAL LEASE OBLIGATION" means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP, and the amount of such obligations at
any date shall be the capitalized amount of such obligations at such date,
determined in accordance with GAAP.

         "CAPITAL STOCK" means (a) with respect to any Person that is a
corporation, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, and (b) with respect to any
other Person, any and all partnership or other equity interests of such Person.

         "CASH EQUIVALENT" means (a) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof); (b) time deposits and
certificates of deposit and commercial paper issued by the parent corporation of
any domestic commercial bank of recognized standing having capital and surplus
in excess of $250,000,000 and commercial paper issued by others rated at least
A-2 or the equivalent thereof by Standard & Poor's Corporation or at least P-2
or the equivalent thereof by Moody's Investors Service, Inc. and in each case
maturing within one year after the date of acquisition; (c) investments in money
market funds substantially all of whose assets comprise securities of the types
described in clauses (a) and (b) above; and (d) repurchase obligations for
underlying securities of the types and with the maturities described above.

         "CASINO ROUGE" means the riverboat casino and related facilities
operated by the Company in Baton Rouge, Louisiana, as more fully described in
the Security Documents.

         "CHANGE OF CONTROL" means the occurrence of any of the following
events:

                  (a) any merger or consolidation of the Company with or into
         any Person or any sale, transfer or other conveyance, whether direct or
         indirect, of all or substantially all of the assets of the Company, on
         a consolidated basis, in one transaction or a series of related
         transactions, if, immediately after giving effect to such
         transaction(s), any "person" or "group" (as such terms are used for
         purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or
         not applicable) (other than an Excluded Person) is or becomes the
         "beneficial owner," directly or indirectly, of more than 50% of the
         total voting power in the aggregate of the Voting Stock of the
         transferee(s) or surviving entity or entities,

                  (b) any "person" or "group" (as such terms are used for
         purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or
         not applicable) (other than an Excluded Person) is or becomes the
         "beneficial owner," directly or indirectly, of more than 50% of the
         total voting power in the aggregate of the Voting Stock of the Company,

                  (c) during any period of 12 consecutive months after the Issue
         Date, individuals who at the beginning of any such 12-month period
         constituted the Board of Directors of the Company (together with any
         new directors whose election by such Board of Directors or whose
         nomination for election by the shareholders of the Company was approved
         by a vote of a majority 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, including new
         directors designated in or provided for in an agreement regarding the
         merger, consolidation or sale, transfer or other conveyance, of all or
         substantially all of the assets of the Company, if such agreement was
         approved by a vote of such majority of directors) cease for any reason
         to constitute a majority of the Board of Directors of the Company then
         in office, or

                                       2
<PAGE>



                  (d)      the Company adopts a plan of liquidation.

         Notwithstanding anything to the contrary contained herein, "Change of
Control" shall not be deemed to include any transaction between CRC and Jackpot
Enterprises, Inc. or any of its Affiliates or among the Company, CRC and Jackpot
Enterprises, Inc. or any of its Affiliates, in any such case contemplated by the
letter of intent dated October 29, 1998, as amended.

         "COLLATERAL" has the meaning provided in the Security Agreement.

         "COLLATERAL ACCOUNT" has the meaning provided in the Security
Agreement.

         "COLLATERAL PROCEEDS" means any Net Proceeds received or receivable by
the Company or any Restricted Subsidiary as a result of an Asset Sale involving
any of the Collateral, and all interest or other earnings on amounts on deposit
in the Collateral Account.

         "COMMISSION" means the United States Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or
if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Exchange Act,
the Securities Act or the TIA, as the case may be, then the body performing such
duties at such time.

         "COMPANY" means the party named as such above, until a successor
replaces such Person in accordance with the terms of this Indenture, and
thereafter means such successor.

         "COMPANY ORDER" means a written request or order signed in the name of
the Company by its Chairman of the Board, President, Chief Executive Officer or
Senior or Executive Vice President, and by its Chairman of the Board, President,
Chief Executive Officer, Senior or Executive Vice President Treasurer, Secretary
or an Assistant Treasurer or an Assistant Secretary and delivered to the
Trustee.

         "CONSOLIDATED EBITDA" means, with respect to any Person (the referent
Person) for any period, consolidated income (loss) from operations of such
Person and its subsidiaries for such period, determined in accordance with GAAP,
plus (to the extent such amounts are deducted in calculating such income (loss)
from operations of such Person for such period, and without duplication)
amortization, depreciation and other non-cash charges (including, without
limitation, amortization of goodwill, deferred financing fees, fees and charges
relating to the issuance and redemption of the 1998 Notes, and other intangibles
but excluding (a) non-cash charges incurred after the Issue Date that require an
accrual of or a reserve for cash charges for any future period, (b) normally
recurring accruals such as reserves against accounts receivables and (c)
Pre-Opening Expenses); PROVIDED, that (i) the income from operations of any
Person that is not a Wholly Owned Subsidiary of the referent Person or that is
accounted for by the equity method of accounting will be included only to the
extent of the amount of dividends or distributions paid during such period to
the referent Person or a Wholly Owned Subsidiary of the referent Person, (ii)
the income from operations of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition will be
excluded, and (iii) the income from operations of any Restricted Subsidiary will
not be included to the extent that declarations of dividends or similar
distributions by that Restricted Subsidiary are not at the time permitted,
directly or indirectly, by operation of the terms of its organization documents
or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its owners.

         "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, (a) the consolidated interest expense of such Person and its
subsidiaries for such period, whether paid or accrued (including amortization of
original issue discount, noncash interest payment, and the interest component of
Capital Lease Obligations), to the extent such expense was deducted in computing
Consolidated Net Income of such Person for such period less (b) amortization
expense, write-off of deferred financing costs and any

                                       3
<PAGE>



charge related to any premium or penalty paid, in each case accrued during such
period in connection with redeeming or retiring any Indebtedness before its
stated maturity, as determined in accordance with GAAP, to the extent such
expense, cost or charge was included in the calculation made pursuant to clause
(a) above.

         "CONSOLIDATED NET INCOME" means, with respect to any Person (the
referent Person) for any period, the aggregate of the Net Income of such Person
and its subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP; PROVIDED, that (a) the Net Income of any Person relating
to any portion of such period that such Person (i) is not a Wholly Owned
Subsidiary of the referent Person or (ii) is accounted for by the equity method
of accounting will be included only to the extent of the amount of dividends or
distributions paid to the referent Person or a Wholly Owned Subsidiary of the
referent Person during such portion of such period, (b) the Net Income of any
Person acquired in a pooling of interests transaction for any period prior to
the date of such acquisition will be excluded, and (c) the Net Income of any
Restricted Subsidiary will not be included to the extent that declarations of
dividends or similar distributions by that Restricted Subsidiary are not at the
time permitted, directly or indirectly, by operation of the terms of its
organization documents or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its owners.

         "CONSOLIDATED NET WORTH" means, with respect to any Person, the total
stockholders' equity of such Person determined on a consolidated basis in
accordance with GAAP, adjusted to exclude (to the extent included in calculating
such equity), (a) the amount of any such stockholders' equity attributable to
Disqualified Stock or treasury stock of such Person and its consolidated
subsidiaries, and (b) all upward revaluations and other write-ups in the book
value of any asset of such Person or a consolidated subsidiary of such Person
subsequent to the Issue Date, and (c) all Investments in subsidiaries of such
Person that are not consolidated subsidiaries and in Persons that are not
subsidiaries of such Person.

         "CORPORATE TRUST OFFICE" shall be at the address of the Trustee
specified in Section 12.2 or such other address as the Trustee may specify by
notice to the Company.

         "CRC" means CRC Holdings, Inc., doing business as Carnival Resorts and
Casinos.

         "CUSTODIAN" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

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

         "DEPOSITARY" means the Person specified in Section 2.3 as the
Depositary with respect to the Notes issuable in global form, until a successor
shall have been appointed and become such pursuant to the applicable provision
of this Indenture, and, thereafter, "Depositary" shall mean or include such
successor.

         "DISQUALIFIED STOCK" means any Equity Interest that (a) either by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable) is or upon the happening of an event would be required to be
redeemed or repurchased prior to the final stated maturity of the Notes or is
redeemable at the option of the holder thereof at any time prior to such final
stated maturity, or (b) is convertible into or exchangeable at the option of the
issuer thereof or any other Person for debt securities.

         "DTC" means The Depository Trust Company.

         "ENTERTAINMENT FACILITY" means a multi-purpose meeting and
entertainment facility, owned by the Company or a Restricted Subsidiary, to be
constructed on a portion of the Undeveloped Parcel.

                                       4
<PAGE>



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

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "EVENT OF LOSS" means, with respect to any property or asset, any (a)
loss, destruction or damage of such property or asset or (b) any condemnation,
seizure or taking, by exercise of the power of eminent domain or otherwise, of
such property or asset, or confiscation or requisition of the use of such
property or asset.

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

         "EXCHANGE OFFER" means the offer that may be made by the Company
pursuant to the Registration Rights Agreement to exchange Series B Notes for
Series A Notes.

         "EXCLUDED ASSET" means any asset encumbered by Liens permitted under
clauses (h), (i) or (k) of the definition of Permitted Liens.

         "EXCLUDED PERSON" means any of CRC, Jackpot Enterprises, Inc., Dan S.
Meadows, Jerry L. Bayles and Thomas L. Meehan, and all Related Persons of each
such Person.

         "GAAP" or "GAAP" means generally accepted accounting principles, as in
effect from time to time, 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 approved by
a significant segment of the accounting profession, and in the rules and
regulations of the Commission.

         "GAMING LICENSES" means every material license, material franchise or
other material approval or authorization required to own, lease, operate or
otherwise conduct or manage riverboat, dockside or land-based gaming in any
state or jurisdiction in which the Company or any of its Restricted Subsidiaries
conduct business, and all applicable liquor licenses.

         "GAMING VESSEL" means a riverboat casino (a) which is substantially
similar in size and space to the Casino Rouge, (b) with at least the same
overall qualities and amenities as the Casino Rouge, and (c) that is developed,
constructed and equipped to be in compliance with all federal, state and local
laws, including, without limitation, the cruising requirements of the Louisiana
Act. In the event the laws of the State of Louisiana change to permit the
development and operation of additional land-based casinos, the term "Gaming
Vessel" shall be deemed to include a land-based casino meeting the requirements
of clauses (a), (b) and (c) above.

         "GOVERNMENTAL AUTHORITY" means any agency, authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever of
the United States or foreign government, any state, province or any city or
other political subdivision or otherwise and whether now or hereafter in
existence, or any officer or official thereof, and any maritime authority.

         "GUARANTY" or "GUARANTEE," used as a noun, means any guaranty (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner (including, without
limitation, letters of credit and reimbursement agreements in respect thereof),
of all or any part of any Indebtedness or other Obligation. "GUARANTEE," used as
a verb, has a correlative meaning.

                                       5
<PAGE>



         "HEDGING OBLIGATIONS" means, with respect to any Person, the
Obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates.

         "HOLDER" means the Person in whose name a Note is registered in the
register of the Notes.

         "HOTEL FACILITY" means a hotel facility, owned by the Company or a
Restricted Subsidiary, to be constructed on a portion of the Undeveloped Parcel.

         "INDEBTEDNESS" of any Person means (without duplication) (a) all
liabilities and obligations, contingent or otherwise, of such Person (i) in
respect of borrowed money (regardless of whether the recourse of the lender is
to the whole of the assets of such Person or only to a portion thereof), (ii)
evidenced by bonds, debentures, notes or other similar instruments, (iii)
representing the deferred purchase price of property or services (other than
trade payables on customary terms incurred in the ordinary course of business),
(iv) created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession or sale of such property), (v) representing
Capital Lease Obligations, (vi) under bankers' acceptance and letter of credit
facilities, (vii) to purchase, redeem, retire, defease or otherwise acquire for
value any Disqualified Stock, or (viii) in respect of Hedging Obligations; (b)
all Indebtedness of others that is guaranteed by such Person; and (c) all
Indebtedness of others that is secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness, PROVIDED, that the amount of such
Indebtedness shall (to the extent such Person has not assumed or become liable
for the payment of such Indebtedness) be the lesser of (x) the fair market value
of such property at the time of determination and (y) the amount of such
Indebtedness. 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, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.
Notwithstanding the foregoing, the term Indebtedness shall not include
obligations arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the
ordinary course of business, PROVIDED, that such obligation is extinguished
within two Business Days of its incurrence.

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

         "INITIAL PURCHASER" means Jefferies & Company, Inc.

         "INTEREST COVERAGE RATIO" means, for any period, the ratio of (a)
Consolidated EBITDA of the Company for such period, to (b) Consolidated Interest
Expense of the Company for such period. In calculating Interest Coverage Ratio
for any period, PRO FORMA effect shall be given to the incurrence, assumption,
guarantee, repayment, repurchase, redemption or retirement by the Company or any
of its Subsidiaries of any Indebtedness subsequent to the commencement of the
period for which the Interest Coverage Ratio is being calculated, as if the same
had occurred at the beginning of the applicable period. For purposes of making
the computation referred to above, acquisitions that have been made by the
Company or any of its Restricted Subsidiaries, including all mergers and
consolidations, subsequent to the commencement of such period shall be
calculated on a PRO FORMA basis, assuming that all such acquisitions, mergers
and consolidations had occurred on the first day of such period and Consolidated
EBITDA for such period shall be calculated without giving effect to clause (ii)
of the proviso set forth in the definition of Consolidated EBITDA. Without
limiting the foregoing, the financial information of the Company with respect to
any portion of such period that falls before the Issue Date shall be adjusted to
give PRO FORMA effect to the issuance of the Notes and the application of the
proceeds therefrom as if they had occurred at the beginning of such period.

                                       6
<PAGE>



         "INVESTMENTS" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of loans,
guaranties, advances or capital contributions (excluding (a) payroll commission,
travel and similar advances to officers and employees of such Person made in the
ordinary course of business and (b) bona fide accounts receivable arising from
the sale of goods or services in the ordinary course of business consistent with
past practice), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, and any other items that are
or would be classified as investments on a balance sheet prepared in accordance
with GAAP.

         "ISSUE DATE" means the date upon which the Series A Notes are first
issued.

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

         "LIEN" means any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind, regardless of whether filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction).

         "LIQUIDATED DAMAGES" means any liquidated damages payable pursuant to
Section 4 of the Registration Rights Agreement.

         "LOUISIANA ACT" means the Louisiana Riverboat Economic Development and
Gaming Control Act, as amended from time to time.

         "NET INCOME" means, with respect to any Person for any period, the net
income (loss) of such Person for such period, determined in accordance with
GAAP, excluding (a) any gain or loss, together with any related provision for
taxes on such gain or loss, realized in connection with any Asset Sales and
dispositions pursuant to sale-leaseback transactions, (b) any extraordinary gain
or loss (including any losses, fees and charges related to the issuance and
redemption of the 1998 Notes), together with any related provision for taxes on
such gain or loss and (c) any Pre-Opening Expenses.

         "NET PROCEEDS" means the aggregate proceeds received in the form of
cash or Cash Equivalents in respect of any Asset Sale (including insurance or
other payments received in an Event of Loss and payments in respect of deferred
payment obligations and any cash or Cash Equivalents received upon the sale or
disposition of any non-cash consideration received in any Asset Sale, in each
case when received), net of (a) the reasonable and customary direct
out-of-pocket costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees and sales commissions), other than
any such costs and expenses payable to an Affiliate of the Company, (b) taxes
actually payable directly as a result of such Asset Sale (after taking into
account any available tax credits or deductions (to the extent reasonably
allocable thereto) and any tax sharing arrangements), (c) amounts required to be
applied to the permanent repayment of Indebtedness in connection with such Asset
Sale, and (d) appropriate amounts provided as a reserve by the Company or any
Restricted Subsidiary, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or such Restricted
Subsidiary, as the case may be, after such Asset Sale (including, without
limitation, as applicable, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations arising from such Asset Sale).

         "1998 NOTES" means the $50 million aggregate principal amount of Senior
Secured Increasing Rate Notes due 2001 issued by the Company in November 1998.

         "NOTES" means, collectively, the Series A Notes and the Series B Notes.

                                       7
<PAGE>



         "OBLIGATION" means any principal, premium, interest, penalty, fee,
indemnification, reimbursement, damage and other obligation and liability
payable under the documentation governing any liability.

         "OFFICERS" means the Chairman of the Board, the President, the Chief
Financial Officer, the Chief Operating Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary, any Assistant Secretary or Senior Vice
President of the Company.

         "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the Chairman of the
Board, President, Chief Executive Officer, Chief Financial Officer, Treasurer,
Controller or a Senior or Executive Vice President of the Company.

         "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee. Such counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company or the Trustee.

         "PERMITTED INVESTMENTS" means:

                  (a) Investments in the Company or in any Restricted
         Subsidiary;

                  (b) Investments in Cash Equivalents;

                  (c) Investments in a Person, if, as a result of such
         Investment, such Person (i) becomes a Restricted Subsidiary, or (ii) is
         merged, consolidated or amalgamated with or into, or transfers or
         conveys substantially all of its assets to, or is liquidated into, the
         Company or a Restricted Subsidiary;

                  (d) Hedging Obligations;

                  (e) Investments as a result of consideration received in
         connection with an Asset Sale made in compliance with Section 4.10;

                  (f) Investments existing on the Issue Date;

                  (g) Investments paid for solely with Capital Stock (other than
         Disqualified Stock) of the Company;

                  (h) credit extensions to gaming customers in the ordinary
         course of business, consistent with industry practice;

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

                  (j) loans or advances to employees of the Company and its
         Subsidiaries made in the ordinary course of business in an aggregate
         amount not to exceed $250,000 at any one time outstanding.

                                       8
<PAGE>



         "PERMITTED LIENS" means:

                  (a) Liens arising by reason of any judgment, decree or order
         of any court for an amount and for a period not resulting in an Event
         of Default with respect thereto, so long as such Lien is being
         contested in good faith and is adequately bonded, and any appropriate
         legal proceedings that may have been duly initiated for the review of
         such judgment, decree or order shall not have been finally adversely
         terminated or the period within which such proceedings may be initiated
         shall not have expired;

                  (b) security for the performance of bids, tenders, trade,
         contracts (other than contracts for the payment of money) or leases,
         surety bonds, performance bonds and other obligations of a like nature
         incurred in the ordinary course of business, consistent with industry
         practice;

                  (c) Liens (other than Liens arising under ERISA) for taxes,
         assessments or other governmental charges not yet due or that are being
         contested in good faith and by appropriate proceedings if adequate
         reserves with respect thereto are maintained on the books of the
         Company in accordance with GAAP;

                  (d) Liens of carriers, warehousemen, mechanics, landlords,
         material men, repairmen or other like Liens arising by operation of law
         in the ordinary course of business consistent with industry practices
         (other than Liens arising under ERISA) and Liens on deposits made to
         obtain the release of such Liens if (i) the underlying obligations are
         not overdue for a period of more than 30 days or (ii) such Liens are
         being contested in good faith and by appropriate proceedings and
         adequate reserves with respect thereto are maintained on the books of
         the Company in accordance with GAAP;

                  (e) easements, rights of way, zoning and similar restrictions
         and other similar encumbrances or title defects incurred in the
         ordinary course of business consistent with industry practices that, in
         the aggregate, are not substantial in amount, and that do not in any
         case materially detract from the value of the property subject thereto
         (as such property is used by the Company or a Subsidiary) or interfere
         with the ordinary conduct of the business of the Company or any of its
         Subsidiaries; PROVIDED, that such Liens are not incurred in connection
         with any borrowing of money or any commitment to loan any money or to
         extend any credit;

                  (f) pledges or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security legislation;

                  (g) Liens securing Refinancing Indebtedness incurred in
         compliance with this Indenture to refinance Indebtedness secured by
         Liens, PROVIDED, that (i) such Liens do not extend to any additional
         property or assets; (ii) if the Liens securing the Indebtedness being
         Refinanced were subordinated to or PARI PASSU with the Liens securing
         the Notes, the Subsidiary Guaranties or any intercompany loan, as
         applicable, such new Liens are subordinated to or PARI PASSU with such
         Liens to the same extent, and any related subordination or
         intercreditor agreement is confirmed; and (iii) such Liens are no more
         adverse to the interests of Holders than the Liens replaced or extended
         thereby;

                  (h) Liens that secure Acquired Debt, PROVIDED, that such Liens
         do not extend to or cover any property or assets other than those of
         the Person being acquired and were not put in place in anticipation of
         such acquisition;

                                       9
<PAGE>



                  (i) (i) Liens that secure Purchase Money Obligations permitted
         to be incurred under this Indenture or (ii) Capital Lease Obligations
         permitted to be incurred under this Indenture, PROVIDED, that such
         Liens do not extend to or cover any property or assets other than those
         being leased;

                  (j) Liens securing Obligations under this Indenture, the Notes
         or the Security Documents;

                  (k) Liens on furnitures, fixtures and equipment of the Company
         and the Subsidiaries, and the proceeds of any or all the foregoing,
         securing Indebtedness incurred pursuant to Section 4.9(b)(i);

                  (l) with respect to any vessel included in the Collateral,
         certain maritime Liens, including Liens for crew's wages and salvage;

                  (m) Liens existing on the Issue Date securing Indebtedness
         outstanding under the 1998 Notes; PROVIDED, such Liens are released on
         or prior to March 1, 1999;

                  (n) leases or subleases granted in the ordinary course of
         business not materially interfering with the conduct of the business of
         the Company or any of the Restricted Subsidiaries; and

                  (o) Liens arising from precautionary Uniform Commercial Code
         financing statement filings regarding operating leases entered into by
         the Company or any of its Subsidiaries in the ordinary course of
         business.

         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, unincorporated organization, government or any
agency or political subdivision thereof, or any other entity.

         "PRE-OPENING EXPENSES" means all pre-opening costs incurred in the
construction and development of any of the Undeveloped Parcel, which are
expenses in accordance with GAAP.

         "PUBLIC EQUITY OFFERING" means a bona fide underwritten public offering
of Qualified Capital Stock of the Company, pursuant to a registration statement
filed with and declared effective by the Commission in accordance with the
Securities Act.

         "PURCHASE MONEY OBLIGATIONS" means Indebtedness representing, or
incurred to finance (or to refinance Indebtedness incurred to finance), the cost
(a) of acquiring any assets and (b) of construction or build-out of facilities
(including Purchase Money Obligations of any other Person at the time such other
Person is merged with or into or is otherwise acquired by the Company);
PROVIDED, that (i) the principal amount of such Indebtedness does not exceed 80%
of such cost, including construction charges, (ii) any Lien securing such
Indebtedness does not extend to or cover any other asset or property other than
(1) the asset or property being so acquired, constructed or built and (2) in the
case of the Hotel Facility or the Entertainment Facility, that portion of the
Undeveloped Parcel on which such facility is constructed or built, and (iii)
such Indebtedness is (or the Indebtedness being refinanced was) incurred, and
any Liens with respect thereto are granted, within 180 days of the acquisition
or commencement of construction or build-out of such property or asset.

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

         "QUALIFIED CAPITAL STOCK" means, with respect to any Person, Capital
Stock of such Person other than Disqualified Stock.

                                       10
<PAGE>



         "RELATED BUSINESS" means the gaming, entertainment and hotel businesses
conducted (or proposed to be conducted) by the Company and its Subsidiaries as
of the Issue Date and any and all businesses that in the good faith judgment of
the Board of Directors of the Company are materially related businesses.

         "RELATED PERSON" means any Person who controls, is controlled by or is
under common control with an Excluded Person; PROVIDED, that for purposes of
this definition "control" means the beneficial ownership of more than 50% of the
total voting power of the Voting Stock of a Person.

         "REQUIRED REGULATORY REDEMPTION" means a redemption by the Company of
any Holder's Notes pursuant to, and in accordance with, any order of any
Governmental Authority with appropriate jurisdiction and authority relating to a
Gaming License, or to the extent necessary in the reasonable, good faith
judgment of the Board of Directors of the Company to prevent the loss, failure
to obtain or material impairment or to secure the reinstatement of any Gaming
License, where such redemption or acquisition is required because the Holder or
beneficial owner of Notes is required to be found suitable or to otherwise
qualify under any gaming laws and is not found suitable or so qualified within a
reasonable period of time.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company and the Initial
Purchaser as such agreement may be amended, modified or supplemented from time
to time.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee located at the
Corporate Trust Office (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 designated officers, and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

         "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

         "RESTRICTED SECURITIES" means Notes that bear or are required to bear
the legends relating to restrictions on transfer set forth on Exhibit A hereto.

         "RESTRICTED SUBSIDIARY" means a Subsidiary other than an Unrestricted
Subsidiary.

         "RETURN FROM UNRESTRICTED SUBSIDIARIES" means (a) 50% of any dividends
or distributions received by the Company or a Restricted Subsidiary from an
Unrestricted Subsidiary, to the extent that such dividends or distributions were
not otherwise included in Consolidated Net Income of the Company, plus (b) to
the extent not otherwise included in Consolidated Net Income of the Company, an
amount equal to the net reduction in Investments in Unrestricted Subsidiaries
resulting from (i) repayments of the principal of loans or advances or other
transfers of assets to the Company or any Restricted Subsidiary from
Unrestricted Subsidiaries or (ii) the sale or liquidation of any Unrestricted
Subsidiaries, plus (c) to the extent that any Unrestricted Subsidiary of the
Company is designated to be a Restricted Subsidiary, the fair market value of
the Company's Investment in such Subsidiary on the date of such designation.

         "REVOLVING CREDIT FACILITY" means any revolving credit agreement or
similar instrument, including, without limitation, working capital or equipment
purchase lines of credit, entered into by the Company governing the terms of a
BONA FIDE borrowing by the Company from (a) a third party financial institution
that is primarily engaged in the business of commercial banking or (b) a vendor
or other provider of financial accommodations in connection with the purchase of
equipment, in either case for valid business purposes, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith.

                                       11
<PAGE>



         "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission.

         "RULE 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or under any similar rule or regulation hereafter
adopted by the Commission.

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

         "SECURITY AGREEMENT" means the Security Agreement dated January 27,
1999 executed by the Company in favor of the Trustee for its benefit and the
benefit of the Holders.

         "SECURITY DOCUMENTS" means this Indenture, the Security Agreement, the
Ship Mortgage, the Shore Mortgage and any other mortgage, deed of trust,
security agreement or similar instrument securing the Company's Obligations
under this Indenture and the Notes.

         "SERIES A NOTES" means the Company's 11% Series A Senior Secured Notes
due 2005, as authenticated and issued under this Indenture.

         "SERIES B NOTES" means the Company's 11% Series B Senior Secured Notes
due 2005, as authenticated and issued under this Indenture.

         "SHIP MORTGAGE" means the First Preferred Ship Mortgage dated January
27, 1999 executed by the Company in favor of the Trustee for its benefit and the
benefit of the Holders.

         "SHORE MORTGAGE" means the Mortgage, Leasehold Mortgage, Assignment of
Rents, Security Agreement and Financing Statement dated January 27, 1999
executed by the Company in favor of the Trustee for its benefit and the benefit
of the Holders.

         "SUBSIDIARY" means, with respect to any Person, (a) any corporation,
association or other business entity (including a limited liability company) of
which more than 50% of the total voting power of shares of Voting Stock thereof
is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other subsidiaries of that Person or a combination thereof
and (b) any partnership in which such Person or any of its subsidiaries is a
general partner.

         "SUBSIDIARY" means any subsidiary of the Company.

         "SUBSIDIARY GUARANTOR" means any Subsidiary that has executed and
delivered in accordance with this Indenture a Subsidiary Guaranty, and such
Person's successors and assigns.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb), as amended, as in effect on the date hereof until such time as
this Indenture is qualified under the TIA, and thereafter as in effect on the
date on which this Indenture is qualified under the TIA, unless the context
requires reference thereto as in effect from time to time.

         "TRANSFER" has the meaning given to such term in the definition of the
term "Asset Sale."

         "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.

         "UNDEVELOPED PARCEL" means that portion of the land owned or leased by
the Company at which the Casino Rouge is based (including, without limitation,
five undeveloped acres of land located adjacent to the

                                       12
<PAGE>



Casino Rouge's docking facilities) used for the development and construction of
the Hotel Facility and/or the Entertainment Facility.

         "UNRESTRICTED SUBSIDIARY" means any Subsidiary that, at or prior to the
time of determination, shall have been designated by the Board of Directors of
the Company (by written notice to the Trustee as provided below) as an
Unrestricted Subsidiary; PROVIDED, that such Subsidiary (a) is not a Subsidiary
in existence on the Issue Date and (b) does not hold any Indebtedness or Capital
Stock of, or any Lien on any assets of, the Company or any Restricted
Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary as of such date. The Board of Directors of the Company may at any
time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
PROVIDED, that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (i) such
Indebtedness is permitted under the Interest Coverage Ratio test set forth in
Section 4.9 calculated on a pro forma basis as if such designation had occurred
at the beginning of the four-quarter reference period, and (ii) no Default or
Event of Default would be in existence following such designation. The Company
shall be deemed to make an Investment in each Subsidiary designated as an
Unrestricted Subsidiary immediately following such designation in an amount
equal to the Investment in such Subsidiary and its subsidiaries immediately
prior to such designation. Any such designation by the Board of Directors of the
Company shall be evidenced to the Trustee by filing with the Trustee a certified
copy of the Board of Directors resolution giving effect to such designation and
an Officers' Certificate certifying that such designation complies with the
foregoing conditions and is permitted by Section 4.9.

         "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of the United
States of America, or any agency or instrumentality thereof for the payment of
which the full faith and credit of the United States of America is pledged.

         "VOTING STOCK" means, with respect to any Person, (a) one or more
classes of the Capital Stock of such Person having general voting power to elect
at least a majority of the Board of Directors, managers or trustees of such
Person (regardless of whether at the time Capital Stock of any other class or
classes have or might have voting power by reason of the happening of any
contingency) and (b) any Capital Stock of such Person convertible or
exchangeable without restriction at the option of the holder thereof into
Capital Stock of such Person described in clause (a) above.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years (rounded to the nearest
one-twelfth) obtained by dividing (a) the then outstanding principal amount of
such Indebtedness into (b) the total of the product obtained by multiplying (i)
the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in
respect thereof, by (ii) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment.

         "WHOLLY OWNED SUBSIDIARY" of any Person means a subsidiary of such
Person all the Capital Stock of which (other than directors' qualifying shares)
is owned directly or indirectly by such Person; PROVIDED, that with respect to
the Company, the term Wholly Owned Subsidiary shall exclude Unrestricted
Subsidiaries.

         Section 1.2       OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                   DEFINED
TERM                                                               IN SECTION
----                                                               ----------
<S>                                                                <C>
"AFFILIATE TRANSACTION"..........................................  4.11


</TABLE>

                                       13
<PAGE>


<TABLE>
<CAPTION>
                                                                   DEFINED
TERM                                                               IN SECTION
----                                                               ----------
<S>                                                                <C>
"CHANGE OF CONTROL OFFER"........................................  4.14
"CHANGE OF CONTROL PAYMENT"......................................  4.14
"CHANGE OF CONTROL PAYMENT DATE".................................  4.14
"COLLATERAL RELEASE DATE"........................................  11.4
"COVENANT DEFEASANCE"............................................  8.3
"DEFINITIVE NOTES"...............................................  2.1
"EVENT OF DEFAULT"...............................................  6.1
"EXCESS PROCEEDS"................................................  4.10
"EXCESS PROCEEDS OFFER"..........................................  4.10
"EXCESS PROCEEDS OFFER PERIOD"...................................  4.10
"EXCESS PROCEEDS PAYMENT DATE"...................................  4.10
"GLOBAL NOTES"...................................................  2.1
"INCUR"..........................................................  4.9
"INITIAL FACILITY"         ......................................  4.8
"LEGAL DEFEASANCE"...............................................  8.2
"PAYING AGENT"...................................................  2.3; 8.5 (solely for
                                                                   purposes of Section
                                                                   8.5)
"PURCHASE AMOUNT"................................................  4.10
"REFINANCE"......................................................  4.9
"REFINANCING INDEBTEDNESS".......................................  4.9
"REGISTRAR"......................................................  2.3
"REPLACEMENT VESSEL".............................................  4.10
"RESTRICTED PAYMENTS"............................................  4.7
"SECURITY INTEREST"..............................................  11.1
"SUBSIDIARY GUARANTY"............................................  10.1
</TABLE>

         Section 1.3       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;

                                       14
<PAGE>



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

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

         Section 1.4       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) "herein," "hereof" and other words of similar import refer
         to this Indenture as a whole and not to any particular Article, Section
         or other subdivision, and the terms "Article," "Section," "Exhibit" and
         "Schedule," unless otherwise specified or indicated by the context in
         which used, mean the corresponding Article or Section of, or the
         corresponding Exhibit or Schedule to, this Indenture;

                  (f) references to agreements and other instruments include
         subsequent amendments, supplements and waivers to such agreements or
         instruments but only to the extent not prohibited by this Indenture;
         and

                  (g) provisions apply to successive events and transactions.

                                   ARTICLE II
                                    THE NOTES

         Section 2.1       FORM AND DATING.

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A attached hereto, the terms of which are
incorporated in and made a part of this Indenture. Each Note shall include the
Subsidiary Guaranty executed by each of the Subsidiary Guarantors in the form of
Exhibit C attached hereto, the terms of which are incorporated in and made a
part of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Company is subject
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be issued in denominations of $1,000 and integral multiples thereof.

         The Notes will be issued (i) in global form (the "GLOBAL NOTES"),
substantially in the form of Exhibit A attached hereto (including the text
referred to in footnote 1 thereto) and (ii) under certain circumstances, in
definitive form (the "DEFINITIVE NOTES"), substantially in the form of Exhibit A
attached hereto (excluding the text referred to in footnote 1 thereto). Each
Global Note shall represent the aggregate amount of outstanding Notes from time
to time endorsed thereon; PROVIDED, that the aggregate amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or

                                       15
<PAGE>



decrease in the amount of outstanding Notes represented thereby shall be made by
the Trustee, in accordance with instructions given by the Holder thereof, as
required by Section 2.6.

         Section 2.2       EXECUTION AND AUTHENTICATION.

         The Notes shall be executed on behalf of the Company, by manual or
facsimile signature, by its Chairman of the Board, its President or one of its
Vice Presidents and attested by another Officer by manual or facsimile
signature. If an Officer whose signature is on a Note no longer holds that
office at the time the 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 of the Trustee shall be conclusive evidence that
the Note has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne by the Notes shall be substantially as
set forth in Exhibit A attached hereto.

         The Trustee shall, upon a Company Order, authenticate for original
issue Notes in any aggregate principal amount. The aggregate principal amount of
Notes that may be authenticated and delivered under this Indenture is unlimited.

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

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Note is registered as the owner of such
Note for the purpose of receiving payment of principal of and (subject to the
provisions of this Indenture and the Notes with respect to record dates)
interest on such Note and for all other purposes whatsoever, regardless of
whether such Note is overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

         Section 2.3       REGISTRAR, PAYING AGENT AND DEPOSITARY.

         The Company shall maintain (i) an office or agency where Notes may be
presented for registration of transfer or for exchange ("REGISTRAR") and (ii) an
office or agency where Notes may be presented for payment ("PAYING AGENT"). The
Company initially appoints the Trustee as Registrar and 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 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 shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which shall incorporate the provisions of
the TIA. The agreement shall implement the provisions of this Indenture that
relate to such Agent.

         The Company initially appoints DTC to act as Depositary with respect to
the Global Notes. The Trustee shall act as custodian for the Depositary with
respect to the Global Notes.

                                       16
<PAGE>



         Section 2.4       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 shall hold in trust for the benefit of
the Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes and shall notify the
Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the
Company) shall have no further liability for the money delivered to the Trustee.
If the Company or a Subsidiary of the Company 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.

         Section 2.5       HOLDER LISTS.

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

         Section 2.6       TRANSFER AND EXCHANGE.

                  (a) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. When Definitive
         Notes are presented by a Holder to the Registrar with a request (1) to
         register the transfer of the Definitive Notes or (2) to exchange such
         Definitive Notes for an equal principal amount of Definitive Notes of
         other authorized denominations, the Registrar shall register the
         transfer or make the exchange as requested if its requirements for such
         transactions are met; PROVIDED, that the Definitive Notes so presented
         (A) have been duly endorsed or accompanied by a written instruction of
         transfer in form satisfactory to the Registrar duly executed by such
         Holder or by his attorney, duly authorized in writing; and (B) in the
         case of a Restricted Security, such request shall be accompanied by the
         following additional documents:

                           (i) if such Restricted Security is being delivered to
                  the Registrar by a Holder for registration in the name of such
                  Holder, without transfer, a certification to that effect (in
                  substantially the form of Exhibit B attached hereto); or

                           (ii) if such Restricted Security is being transferred
                  to a QIB in accordance with Rule 144A or pursuant to an
                  effective registration statement under the Securities Act, a
                  certification to that effect (in substantially the form of
                  Exhibit B attached hereto); or

                           (iii) if such Restricted Security is being
                  transferred in reliance on another exemption from the
                  registration requirements of the Securities Act, a
                  certification to that effect (in substantially the form of
                  Exhibit B attached hereto) and an opinion of counsel
                  reasonably acceptable to the Company and the Registrar to the
                  effect that such transfer is in compliance with the Securities
                  Act.

                  (b) TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN
         A GLOBAL NOTE. A Definitive Note may be exchanged for a beneficial
         interest in a Global Note only upon receipt by the

                                       17
<PAGE>



         Trustee of a Definitive Note, duly endorsed or accompanied by
         appropriate instruments of transfer, in form satisfactory to the
         Trustee, together with:

                           (i) written instructions directing the Trustee to
                  make an endorsement on the appropriate Global Note to reflect
                  an increase in the aggregate principal amount of the Notes
                  represented by such Global Note, and

                           (ii) if such Definitive Note is a Restricted
                  Security, a certification (in substantially the form of
                  Exhibit B attached hereto) and, if applicable, a legal
                  opinion, in each case similar to that required pursuant to
                  clauses (i), (ii) or (iii) of Section 2.6(a), as applicable;

         in which case the Trustee shall cancel such Definitive Note and cause
         the aggregate principal amount of Notes represented by the appropriate
         Global Note to be increased accordingly. If no Global Note is then
         outstanding, the Company shall issue and the Trustee shall authenticate
         a new Global Note in the appropriate principal amount.

                  (c) TRANSFER AND EXCHANGE OF GLOBAL NOTES. The transfer and
         exchange of Global Notes or beneficial interests therein shall be
         effected through the Depositary in accordance with this Indenture and
         the procedures of the Depositary therefor, which shall include
         restrictions on transfer comparable to those set forth herein to the
         extent required by the Securities Act.

                  (d) TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A
         DEFINITIVE NOTE. Upon receipt by the Trustee of written transfer
         instructions (or such other form of instructions as is customary for
         the Depositary) at least 20 days prior to the proposed transfer, from
         the Depositary (or its nominee) on behalf of any Person having a
         beneficial interest in a Global Note, the Trustee shall, in accordance
         with the standing instructions and procedures existing between the
         Depositary and the Trustee, cause the aggregate principal amount of
         Global Notes to be reduced accordingly and, following such reduction,
         the Company shall execute and the Trustee shall authenticate and
         deliver to the transferee a Definitive Note in the appropriate
         principal amount; PROVIDED, that in the case of a Restricted Security,
         such instructions shall be accompanied by the following additional
         documents:

                           (i) if such beneficial interest is being transferred
                  to the Person designated by the Depositary as being the
                  beneficial owner, a certification to that effect (in
                  substantially the form of Exhibit B attached hereto); or

                           (ii) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A or pursuant to an
                  effective registration statement under the Securities Act, a
                  certification to that effect (in substantially the form of
                  Exhibit B attached hereto); or

                           (iii) if such beneficial interest is being
                  transferred in reliance on another exemption from the
                  registration requirements of the Securities Act, a
                  certification to that effect (in substantially the form of
                  Exhibit B attached hereto) and an opinion of counsel
                  reasonably acceptable to the Company and to the Registrar to
                  the effect that such transfer is in compliance with the
                  Securities Act.

         Definitive Notes issued in exchange for a beneficial interest in a
         Global Note shall be registered in such names and in such authorized
         denominations as the Depositary shall instruct the Trustee.

                  (e) TRANSFER AND EXCHANGE OF GLOBAL NOTES. Notwithstanding any
         other provision of this Indenture, the Global Note may not be
         transferred as a whole except by the Depositary to a

                                       18
<PAGE>



         nominee of the Depositary or by a nominee of the Depositary to the
         Depositary or another nominee of the Depositary or by the Depositary or
         any such nominee to a successor Depositary or a nominee of such
         successor Depositary; PROVIDED, that if:

                           (i) the Depositary notifies the Company that the
                  Depositary is unwilling or unable to continue as Depositary
                  and a successor Depositary is not appointed by the Company
                  within 90 days after delivery of such notice; or

                           (ii) the Depositary has ceased to be a clearing
                  agency registered under the Exchange Act; or

                           (iii) the Company, at its sole discretion, notifies
                  the Trustee in writing that it elects to cause the issuance of
                  Definitive Notes under this Indenture; or

                           (iv) there shall have occurred and be continuing to
                  occur a Default or an Event of Default with respect to the
                  Notes,

         then the Company shall execute and the Trustee shall authenticate and
         deliver, Definitive Notes in an aggregate principal amount equal to the
         aggregate principal amount of the Global Note in exchange for such
         Global Note.

                  (f) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
         time as all beneficial interests in the Global Note have either been
         exchanged for Definitive Notes, redeemed, repurchased or cancelled, the
         Global Note shall be returned to (or retained by) and cancelled by the
         Trustee. At any time prior to such cancellation, if any beneficial
         interest in the Global Note is exchanged for Definitive Notes,
         redeemed, repurchased or cancelled, the aggregate 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 to
         reflect such reduction.

                  (g) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES. To
         permit registrations of transfers and exchanges, the Company shall
         execute and the Trustee shall authenticate Definitive Notes and Global
         Notes at the Registrar's request. All Definitive Notes and Global Notes
         issued upon any registration of transfer or exchange of Definitive
         Notes or Global Notes shall be legal, valid and binding obligations of
         the Company, evidencing the same debt, and entitled to the same
         benefits under this Indenture, as the Definitive Notes or Global Notes
         surrendered upon such registration of transfer or exchange.

                  No service charge shall be made to a Holder 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 (without transfer to another person) pursuant to Sections
         2.10, 3.7, 3.8, 4.10, 4.14 and 9.5).

                  The Company shall not be required to (i) issue, register the
         transfer of or exchange Notes during a period beginning at the opening
         of business 15 days before the day of any selection of Notes for
         redemption under Section 3.2 and ending at the close of business on the
         day of selection; or (ii) register the transfer of or exchange any Note
         so selected for redemption in whole or in part, except the unredeemed
         portion of any Note being redeemed in part; or (iii) register the
         transfer of or exchange a Note between a record date and the next
         succeeding interest payment date.

                  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

                                       19
<PAGE>



         absolute owner of such Note for all purposes, and neither the Trustee,
         any Agent nor the Company shall be affected by notice to the contrary.

                  (h) EXCHANGE OF SERIES A NOTES FOR SERIES B NOTES. The Series
         A Notes may be exchanged for Series B Notes pursuant to the terms of
         the Exchange Offer. The Trustee and Registrar shall make the exchange
         as follows:

                  The Company shall present the Trustee with an Officers'
         Certificate certifying that upon issuance of the Series B Notes, the
         transactions contemplated by the Exchange Offer have been consummated.

                  The Trustee, upon receipt of (i) such Officers' Certificate,
         (ii) an Opinion of Counsel (1) to the effect that the Series B Notes
         have been registered under Section 5 of the Securities Act and this
         Indenture has been qualified under the TIA and (2) with respect to the
         matters set forth in Section 6(p) of the Registration Rights Agreement
         and (iii) a Company Order, shall authenticate (A) a Global Note for
         Series B Notes in aggregate principal amount equal to the aggregate
         principal amount of Series A Notes represented by a Global Note
         properly tendered in the Exchange Offer and (B) Definitive Notes
         representing Series B Notes registered in the names of, and in the
         principal amounts of, the Series A Notes represented by Definitive
         Notes accepted for exchange in the Exchange Offer.

                  The Trustee shall make available for delivery such Definitive
         Notes for Series B Notes to the Holders thereof as indicated in such
         Officers' Certificate.

         Section 2.7       REPLACEMENT NOTES.

         If any mutilated Note is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee shall authenticate a
replacement Note if the Trustee's requirements for replacements of Notes 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 or any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Company or the Trustee may charge for its expenses in replacing a Note.

         Every replacement Note is an 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 2.8       OUTSTANDING NOTES.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled 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 2.8 as not outstanding.

         If a Note is replaced pursuant to Section 2.7, the replaced Note 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
4.1, it ceases to be outstanding and interest on it ceases to accrue.

         Subject to Section 2.9, a Note does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Note.

                                       20
<PAGE>




         Section 2.9       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 any Affiliate of the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes
that a Responsible Officer of the Trustee knows to be so owned shall be
considered as not outstanding.

         Section 2.10      TEMPORARY NOTES.

         Pending the preparation of definitive Notes, the Company (and the
Subsidiary Guarantors) may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Notes that are printed, lithographed,
typewritten, mimeographed or otherwise reproduced, in any authorized
denomination, substantially of the tenor of the definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.

         If temporary Notes are issued, the Company (and the Subsidiary
Guarantors) shall cause definitive Notes to be prepared without unreasonable
delay. The definitive Notes shall be printed, lithographed or engraved, or
provided by any combination thereof, or in any other manner permitted by the
rules and regulations of any principal national securities exchange, if any, on
which the Notes are listed, all as determined by the Officers executing such
definitive Notes. After the preparation of definitive Notes, the temporary Notes
shall be exchangeable for definitive Notes upon surrender of the temporary Notes
at the office or agency maintained by the Company for such purpose pursuant to
Section 4.2, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Notes, the Company (and the Subsidiary Guarantors)
shall execute, and the Trustee shall authenticate and make available for
delivery, in exchange therefor the same aggregate principal amount of definitive
Notes of authorized denominations. Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as
definitive Notes.

         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 and
not previously received by the Trustee. The Trustee and no one else shall cancel
all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall retain or destroy cancelled Notes in
accordance with its normal practices (subject to the record retention
requirement of the Exchange Act) unless the Company directs them to be returned
to it. The Company may not issue new Notes to replace Notes that have been
redeemed or 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, which date shall be at the earliest practicable
date but in all events at least ten Business Days prior to the payment date, in
each case at the rate provided in the Notes and in Section 4.1. The Company
shall, with the consent of the Trustee, fix or cause to be fixed each such
special record date and payment date. At least 30 days before the special record
date, the Company (or the Trustee, in the name of and at the expense of the
Company, upon 15 days written notice to the Trustee) shall mail to

                                       21
<PAGE>



the 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      LEGENDS.

                  (a) Except as permitted by subsections (b) or (c) of this
         Section 2.13, each Note shall bear legends relating to restrictions on
         transfer pursuant to the securities laws in substantially the form set
         forth on Exhibit A attached hereto.

                  (b) Upon any sale or transfer of a Restricted Security
         (including any Restricted Security represented by a Global Note)
         pursuant to Rule 144 under the Securities Act or pursuant to an
         effective registration statement under the Securities Act:

                           (i) in the case of any Restricted Security that is a
                  Definitive Note, the Registrar shall permit the Holder thereof
                  to exchange such Restricted Security for a Definitive Note
                  that does not bear the legends required by subsection (a)
                  above; and

                           (ii) in the case of any Restricted Security
                  represented by a Global Note, such Restricted Security shall
                  not be required to bear the legends required by subsection (a)
                  above, but shall continue to be subject to the provisions of
                  Section 2.6(c); PROVIDED, that with respect to any request for
                  an exchange of a Restricted Security that is represented by a
                  Global Note for a Definitive Note that does not bear the
                  legends required by subsection (a) above, which request is
                  made in reliance upon Rule 144, the Holder thereof shall
                  certify in writing to the Registrar that such request is being
                  made pursuant to Rule 144.

                  (c) The Company (and the Subsidiary Guarantors) shall issue
         and the Trustee shall authenticate Series B Notes in exchange for
         Series A Notes accepted for exchange in the Exchange Offer. The Series
         B Notes shall not bear the legends required by subsection (a) above
         unless the Holder of such Series A Notes is either:

                           (i) a broker-dealer who purchased such Series A Notes
                  directly from the Company to resell pursuant to Rule 144A or
                  any other available exemption under the Securities Act,

                           (ii) a Person participating in the distribution of
                  the Series A Notes, or

                           (iii) a Person who is an affiliate (as defined in
                  Rule 144) of the Company.

                                   ARTICLE III
                                   REDEMPTION

         Section 3.1       NOTICES TO TRUSTEE.

         If the Company elects or is required to redeem Notes pursuant to
Section 3.7 or 3.8, it shall furnish to the Trustee, at least 45 days but not
more than 60 days before a redemption date (except in the case of a Required
Regulatory Redemption requiring less notice), an Officers' Certificate setting
forth (i) the clause of Section 3.7 or 3.8 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.

                                       22
<PAGE>




         Section 3.2       SELECTION OF NOTES TO BE REDEEMED.

         If less than all the Notes are to be redeemed pursuant to Section 3.7,
the Trustee shall select the Notes to be redeemed in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed, or, if the Notes are not so listed, PRO RATA, by lot or by
such method as the Trustee deems to be fair and reasonable.

         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.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

         Section 3.3       NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a redemption date
(except in the case of a Required Regulatory Redemption requiring less notice),
the Company shall mail a notice of redemption by first class mail to each Holder
whose Notes are to be redeemed at such Holder's registered address.

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

                  (a) the redemption date;

                  (b) the redemption price;

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

                  (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 or portions of Notes called for
         redemption ceases to accrue on and after the redemption date;

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

                  (h) the CUSIP number of the Notes to be redeemed.

         At the Company's request, the Trustee shall give the notice of
redemption in the name of the Company and at the Company's expense; PROVIDED
that the Company shall deliver to the Trustee, at least 45 days (unless a
shorter period is acceptable to the Trustee) prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

                                       23
<PAGE>




         Section 3.4       EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption has been mailed to the Holders in accordance
with Section 3.3, Notes called for redemption become due and payable on the
redemption date at the redemption price. At any time prior to the mailing of a
notice of redemption to the Holders pursuant to Section 3.3, the Company may
withdraw, revoke or rescind any notice of redemption delivered to the Trustee
without any continuing obligation to redeem the Notes as contemplated by such
notice of redemption.

         Section 3.5       DEPOSIT OF REDEMPTION PRICE.

         On or prior to the redemption date, the Company shall deposit with the
Trustee (to the extent not already held by the Trustee) or with the Paying Agent
money in immediately available funds 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 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.

         Interest on the Notes to be redeemed shall cease to accrue on the
applicable redemption date, regardless of whether such Notes are presented for
payment, if the Company makes or deposits the redemption payment in accordance
with this Section 3.5. If any Note called for redemption shall not be 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.

         Section 3.6       NOTES REDEEMED IN PART.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and 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 3.7       OPTIONAL REDEMPTION.

                  (a) Except as set forth in Sections 3.7(b) and 3.8, the Notes
         are not redeemable at the Company's option prior to December 1, 2002.
         Thereafter, the Notes will be subject to redemption at the option of
         the Company, in whole or in part, at the redemption prices (expressed
         as percentages of principal amount) set forth below, plus accrued and
         unpaid interest thereon, if any, to the applicable redemption date, if
         redeemed during the 12-month period beginning on December 1 of the
         years indicated below:

                  YEAR                               PERCENTAGE
                  ----                               ----------
                  2002                               105.50%
                  2003                               102.75%
                  2004 and thereafter                100.00%


                  (b) At any time or from time to time prior to December 1,
         2001, the Company may, at its option, redeem up to one-third of the
         original principal amount of the Notes issued on or after the Issue
         Date, at a redemption price of 111.00% of the principal amount thereof,
         plus accrued and unpaid interest, if any, to the applicable redemption
         date, with the net cash proceeds of one or more

                                       24
<PAGE>



         Public Equity Offerings; PROVIDED, that (i) such redemption shall occur
         within 60 days of the date of closing of such Public Equity Offering
         and (ii) at least two-thirds of the aggregate principal amount of Notes
         issued on or after the Issue Date remains outstanding immediately after
         giving effect to each such redemption.

         Section 3.8       REQUIRED REGULATORY REDEMPTION.

         The Notes shall be redeemable, in whole or in part, at any time upon
not less than 20 Business Days nor more than 60 days notice (or such earlier
date as may be required by any Governmental Authority) at 100% of the principal
amount thereof plus accrued and unpaid interest thereon to the redemption date,
pursuant to a Required Regulatory Redemption. Any Required Regulatory Redemption
shall be made in accordance with the applicable provisions of Sections 3.3, 3.4
and 3.5 unless other procedures are required by any Governmental Authority.

                                   ARTICLE IV
                                    COVENANTS

         Section 4.1       PAYMENT OF NOTES.

         The Company shall pay the principal and premium, if any, of, 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 of the
Company, holds on or before that 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. Such Paying Agent shall
return to the Company, no later than three Business Days following the date of
payment, any money that exceeds such amount of principal, premium, if any, and
interest then due and payable on the Notes. The Company shall pay Liquidated
Damages, if any, and any other amounts due under the Registration Rights
Agreement on the dates and in the manner required under the Registration Rights
Agreement.

         The Company shall pay interest (including post-petition interest) on
overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest) on overdue installments of interest (without regard to any applicable
grace period) at the same rate to the extent lawful.

         Section 4.2       MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain an office or agency (which may be an office
of the Trustee, Registrar or co-registrar) in the Borough of Manhattan, the City
of New York, where Notes may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company 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,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency 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.

                                       25
<PAGE>



         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.3.

         Section 4.3       REPORTS.

                  (a) The Company shall file with the Trustee, within 15 days
         after the date of filing with the Commission, copies of the reports,
         information and other documents (or copies of such portions of any of
         the foregoing as the Commission may by rules and regulations prescribe)
         that the Company is required to file with the Commission pursuant to
         Section 13 or 15(d) of the Exchange Act. If the Company is not subject
         to the requirements of Section 13 or 15(d) of the Exchange Act, the
         Company shall file with the Trustee all such reports, information and
         other documents as it would be required to file if it were subject to
         the requirements of Section 13 or 15(d) of the Exchange Act, within the
         period applicable to such report, information or other document
         pursuant to the Exchange Act. From and after the time the Company files
         a registration statement with the Commission with respect to the Notes,
         the Company shall file such information with the Commission; PROVIDED,
         that the Company shall not be in default of the provisions of this
         Section 4.3 for any failure to file reports with the Commission solely
         by refusal by the Commission to accept the same for filing. The Company
         shall deliver (or cause the Trustee to deliver) copies of all reports,
         information and documents required to be filed with the Trustee
         pursuant to this Section 4.3 to the Holders at their addresses
         appearing in the register of Notes maintained by the Registrar. The
         Company shall also comply with the provisions of TIA ss. 314(a).

                  (b) So long as is required for an offer or sale of the Notes
         to qualify for an exemption under Rule 144A, the Company (and the
         Subsidiary Guarantors) shall, upon request, provide the information
         required by clause (d)(4) thereunder to each Holder and to each
         beneficial owner and prospective purchaser of Notes identified by any
         Holder of Restricted Securities.

         Section 4.4       COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 120 days
         after the end of each fiscal year, an Officers' Certificate (provided
         that one of the signatories to such Officers' Certificate shall be the
         Company's principal executive officer, principal financial officer or
         principal accounting officer) 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 determine whether each 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, each of the Company and its Subsidiaries has kept, observed,
         performed and fulfilled each and every covenant contained in this
         Indenture and is not in default in the performance or observance of any
         of the terms, provisions and conditions hereof or thereof (or, if a
         Default or Event of Default shall have occurred, describing all such
         Defaults or Events of Default of which he may have knowledge and what
         action each is taking or proposes to take with respect thereto).

                  (b) So long as any of the Notes are outstanding, the Company
         shall deliver to the Trustee within 5 Business Days after any Officer
         becomes aware of (i) any Default or Event of Default or (ii) any event
         of default under any mortgage, indenture or instrument referred to in
         Section 6.1(e), an Officers' Certificate specifying such Default, Event
         of Default or other event of default and what action the Company is
         taking or proposes to take with respect thereto.

         Section 4.5       TAXES.

         The Company shall, and shall cause its Subsidiaries to, file all tax
returns required to be filed and to pay prior to delinquency all material taxes,
assessments and governmental levies except as contested in

                                       26
<PAGE>



good faith and by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.

         Section 4.6       STAY, EXTENSION AND USURY LAWS.

         The Company (and each Subsidiary Guarantor) covenants (to the extent
that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension, usury or other law, wherever enacted, now or at any time hereafter in
force, that would prohibit or forgive the payment of all or any portion of the
principal of or interest on the Notes, or that may affect the covenants or t he
performance of this Indenture, and the Company and each Subsidiary Guarantor (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 4.7       LIMITATION ON RESTRICTED PAYMENTS.

                  (a) The Company shall not, and shall not permit any of its
         Restricted Subsidiaries to, directly or indirectly (i) declare or pay
         any dividend or make any distribution on account of any Equity
         Interests of the Company or any of its Subsidiaries or make any other
         payment to any Excluded Person or Affiliate thereof (other than (1)
         dividends or distributions payable in Equity Interests (other than
         Disqualified Stock) of the Company or (2) amounts payable to the
         Company or any Restricted Subsidiary); (ii) purchase, redeem or
         otherwise acquire or retire for value any Equity Interest of the
         Company, any Subsidiary or any other Affiliate of the Company (other
         than any such Equity Interest owned by the Company or any Restricted
         Subsidiary); (iii) make any principal payment on, or purchase, redeem,
         defease or otherwise acquire or retire for value any Indebtedness of
         the Company or any Subsidiary Guarantor that is subordinated in right
         of payment to the Notes or such Subsidiary Guarantor's Subsidiary
         Guaranty thereof, as the case may be, prior to any scheduled principal
         payment, sinking fund payment or other payment at the stated maturity
         thereof; or (iv) make any Restricted Investment (all such payments and
         other actions set forth in clauses (i) through (iv) above being
         collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time
         of such Restricted Payment:

                           (i) no Default or Event of Default has occurred and
                  is continuing or would occur as a consequence thereof,

                           (ii) immediately after giving effect to such
                  Restricted Payment on a PRO FORMA basis, the Interest Coverage
                  Ratio for the Company's most recently ended four full fiscal
                  quarters for which internal financial statements are available
                  immediately preceding the date on which such Restricted
                  Payment is made would have been not less than 2.0 to 1.0, and

                           (iii) such Restricted Payment (the value of any such
                  payment, if other than cash, being determined in good faith by
                  the Board of Directors of the Company and evidenced by a
                  resolution set forth in an Officers' Certificate delivered to
                  the Trustee), together with the aggregate of all other
                  Restricted Payments made after the Issue Date (including
                  Restricted Payments permitted by clauses (i) and (ii) of
                  Section 4.7(b) and excluding Restricted Payments permitted by
                  the other clauses of Section 4.7(b)), is less than the sum of:

                                    (1) 50% of the Consolidated Net Income of
                           the Company for the period (taken as one accounting
                           period) from December 1, 1997 to the end of the
                           Company's most recently ended fiscal quarter for
                           which internal financial statements are available at
                           the time of such Restricted Payment

                                       27
<PAGE>



                           (or, if such Consolidated Net Income for such period
                           is a deficit, 100% of such deficit), PLUS
   
                                    (2) 100% of the aggregate net cash proceeds
                           (or of the net cash proceeds received upon the
                           conversion of non-cash proceeds into cash) received
                           by the Company from the issuance or sale, other than
                           to a Subsidiary, of Equity Interests of the Company
                           (other than Disqualified Stock) after the Issue Date
                           and on or prior to the time of such Restricted
                           Payment, PLUS

                                    (3) 100% of the aggregate net cash proceeds
                           (or of the net cash proceeds received upon the
                           conversion of non-cash proceeds into cash) received
                           by the Company from the issuance or sale, other than
                           to a Subsidiary, of any convertible or exchangeable
                           debt security of the Company that has been converted
                           or exchanged into Equity Interests of the Company
                           (other than Disqualified Stock) pursuant to the terms
                           thereof after the Issue Date and on or prior to the
                           time of such Restricted Payment (including any
                           additional net proceeds received by the Company upon
                           such conversion or exchange), PLUS

                                    (4) the aggregate Return from Unrestricted
                           Subsidiaries after the Issue Date and on or prior to
                           the time of such Restricted Payment.

                  (b) The foregoing provisions will not prohibit:

                           (i) the payment of any dividend within 60 days after
                  the date of declaration thereof, if at said date of
                  declaration such payment would not have been prohibited by the
                  provisions of this Indenture;

                           (ii) the redemption, purchase, retirement or other
                  acquisition of any Equity Interests of the Company or
                  Indebtedness of the Company or any Restricted Subsidiary in
                  exchange for, or out of the proceeds of, the substantially
                  concurrent sale (other than to a Subsidiary) of, other Equity
                  Interests of the Company (other than Disqualified Stock);

                           (iii) the satisfaction of the Company's obligations
                  with respect to its Redeemable Common Stock Warrants, in
                  accordance with the terms thereof as in effect on the Issue
                  Date;

                           (iv) the redemption, repurchase or payoff of any
                  Indebtedness of the Company or a Restricted Subsidiary with
                  proceeds of any Refinancing Indebtedness permitted to be
                  incurred pursuant to Section 4.9;

                           (v) transactions contemplated by the Casino
                  Consulting and Management Agreement dated as of December 11,
                  1992, as amended, between the Company and CRC, as in effect on
                  the Issue Date; and

                           (vi) (1) employment agreements, arrangements and
                  plans (including stock plans) entered into by the Company or
                  any Restricted Subsidiary (and the granting of awards
                  thereunder) in each case in the ordinary course of business
                  with the approval of the disinterested members of the Board of
                  Directors of the Company or, if none, unanimously by such
                  Board of Directors;

                                       28
<PAGE>



                                    (2) reasonable and customary fees and
                           compensation paid to and indemnity provided on behalf
                           of directors of the Company; and

                                    (3) customary reimbursement of travel and
                           similar expenses in the ordinary course of business.

                  Not later than the date of making any Restricted Payment, the
         Company shall deliver to the Trustee an Officers' Certificate stating
         that such Restricted Payment is permitted and setting forth the basis
         upon which the calculations required by this Section 4.7 were computed,
         which calculations may be based upon the Company's latest available
         financial statements.

         Section 4.8       LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS.

         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 (a) pay dividends or make any other distributions to the Company
or any of its Restricted Subsidiaries (i) on such Restricted Subsidiary's
Capital Stock or (ii) with respect to any other interest or participation in, or
measured by, such Restricted Subsidiary's profits, or (b) pay any Indebtedness
owed to the Company or any of its Restricted Subsidiaries, or (c) make loans or
advances to the Company or any of its Restricted Subsidiaries, or (d) transfer
any of its assets to the Company or any of its Restricted Subsidiaries, except,
with respect to clauses (a) through (d) above, for such encumbrances or
restrictions existing under or by reason of (1) the Revolving Credit Facility
entered into during the six month period commencing on the Issue Date (the
"INITIAL FACILITY") or any other Revolving Credit Facility containing dividend
or other payment restrictions that are not more restrictive than those contained
in the documents governing the Initial Facility; (2) this Indenture, the
Security Documents and the Notes; (3) applicable law; (4) Acquired Debt;
PROVIDED, that such encumbrances and restrictions are not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired; (5) customary non-assignment and
net worth provisions of any contract, lease or license entered into in the
ordinary course of business; (6) customary restrictions on the transfer of
assets subject to a Permitted Lien imposed by the holder of such Lien; and (7)
the agreements governing permitted Refinancing Indebtedness, PROVIDED, that such
restrictions contained in any agreement governing such Refinancing Indebtedness
are no more restrictive than those contained in any agreements governing the
Indebtedness being Refinanced.

         Section 4.9       LIMITATION ON INCURRENCE OF INDEBTEDNESS.

                  (a) The Company shall not, and shall not permit any of its
         Restricted Subsidiaries to, directly or indirectly, (i) create, incur,
         issue, assume, guaranty or otherwise become directly or indirectly
         liable with respect to, contingently or otherwise (collectively,
         "INCUR"), any Indebtedness (including, without limitation, Acquired
         Debt) or (ii) issue any Disqualified Stock; PROVIDED, that the Company
         may incur Indebtedness (including, without limitation, Acquired Debt)
         and issue shares of Disqualified Stock (and a Restricted Subsidiary may
         incur Acquired Debt) if (1) 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 incurrence or issuance, and (2) the
         Interest Coverage Ratio for the Company's most recently ended four full
         fiscal quarters for which internal financial statements are available
         immediately preceding the date on which such additional Indebtedness is
         incurred or such Disqualified Stock is issued would have been not less
         than 2.5 to 1.0, determined on a PRO FORMA basis (including a PRO FORMA
         application of the net proceeds therefrom), as if the additional
         Indebtedness had been incurred, or the Disqualified Stock had been
         issued, as the case may be, at the beginning of such four-quarter
         period; PROVIDED, that in the case of Indebtedness (other than
         Indebtedness outstanding under the Revolving Credit Facility, Purchase
         Money Obligations, Capital Lease Obligations or Acquired Debt), the
         Weighted Average Life to Maturity and final stated

                                       29
<PAGE>



         maturity of such Indebtedness is greater than the Weighted Average Life
         to Maturity and final stated maturity of the Notes. Accrual of
         interest, accretion of accreted value, and the payment of interest in
         the form of additional Indebtedness shall not be deemed to be the
         incurrence of Indebtedness for purpose of this Section 4.9(a).

                  (b) Notwithstanding the foregoing, the limitations of Section
         4.9(a) shall not prohibit the incurrence of:

                           (i) Indebtedness under the Revolving Credit Facility;
                  PROVIDED, that the aggregate principal amount of Indebtedness
                  so incurred on any date, together with all other Indebtedness
                  incurred pursuant to this clause (i) and outstanding on such
                  date, shall not exceed $5,000,000 less the aggregate amount of
                  commitment reductions contemplated by clause (iii) of the
                  first paragraph of Section 4.10(a);

                           (ii) Purchase Money Obligations; PROVIDED, that the
                  aggregate principal amount of Indebtedness so incurred on any
                  date, together with all other Indebtedness incurred pursuant
                  to this clause (ii) and outstanding on such date, shall not
                  exceed $2,500,000;

                           (iii) performance bonds, appeal bonds, surety bonds,
                  insurance obligations or bonds and other similar bonds or
                  obligations (including Obligations under letters of credit)
                  incurred in the ordinary course of business;

                           (iv) Hedging Obligations incurred to fix the interest
                  rate on any variable rate Indebtedness otherwise permitted by
                  this Indenture; PROVIDED, that the notional principal amount
                  of each such Hedging Obligation does not exceed the principal
                  amount of the Indebtedness to which such Hedging Obligation
                  relates;

                           (v) Indebtedness outstanding on the Issue Date,
                  including the Notes outstanding on the Issue Date and the
                  Subsidiary Guaranties thereof; and

                           (vi) Indebtedness issued in exchange for, or the
                  proceeds of which are contemporaneously used to extend,
                  refinance, renew, replace, or refund (collectively,
                  "REFINANCE"), Indebtedness incurred pursuant to the Interest
                  Coverage Ratio test set forth in Section 4.9(a), clause (v)
                  above or this clause (vi) (collectively, the "REFINANCING
                  INDEBTEDNESS"); PROVIDED, that (1) the principal amount of
                  such Refinancing Indebtedness does not exceed the principal
                  amount of Indebtedness so Refinanced (including any required
                  premiums and out-of-pocket expenses reasonably incurred in
                  connection therewith), (2) the Refinancing Indebtedness has a
                  final scheduled maturity that equals or exceeds the final
                  stated maturity, and a Weighted Average Life to Maturity that
                  is equal to or greater than the Weighted Average Life to
                  Maturity, of the Indebtedness being Refinanced and (3) the
                  Refinancing Indebtedness ranks, in right of payment, no more
                  favorable to the Notes than the Indebtedness being Refinanced.

         Section 4.10      LIMITATION ON ASSET SALES.

                  (a) The Company shall not, and shall not permit any Restricted
         Subsidiary to, make any Asset Sale unless (i) the Company or such
         Restricted Subsidiary receives consideration at the time of such Asset
         Sale not less than the fair market value of the assets subject to such
         Asset Sale; (ii) at least 80% of the consideration for such Asset Sale
         is in the form of cash or Cash Equivalents or liabilities of the
         Company or any Restricted Subsidiary (other than liabilities that are
         by their terms subordinated to the Notes or any Subsidiary Guaranty)
         that are assumed by the transferee of such assets (PROVIDED, that
         following such Asset Sale there is no further recourse to the Company
         or its

                                       30
<PAGE>



         Restricted Subsidiaries with respect to such liabilities); and (iii)
         within 270 days of such Asset Sale, the Net Proceeds thereof are (1)
         invested in assets related to the business of the Company or its
         Restricted Subsidiaries (which, in the case of an Event of Loss of the
         Casino Rouge or any replacement Gaming Vessel (a "REPLACEMENT VESSEL"),
         must be a Gaming Vessel having a fair market value, as determined by an
         independent appraisal, at least equal to the fair market value of the
         Casino Rouge or such Replacement Vessel immediately preceding such
         Event of Loss); (2) applied to repay Indebtedness under Purchase Money
         Obligations incurred in connection with the asset so sold; (3) applied
         to repay Indebtedness under the Revolving Credit Facility and
         permanently reduce the commitment thereunder in the amount of the
         Indebtedness so repaid; or (4) to the extent not used as provided in
         clauses (1), (2) or (3), applied to make an offer to purchase Notes as
         described below (an "EXCESS PROCEEDS OFFER"); PROVIDED, that the
         Company shall not be required to make an Excess Proceeds Offer until
         the amount of Excess Proceeds is greater than $5,000,000. Pending the
         final application of any such Net Proceeds, the Company may temporarily
         reduce Indebtedness under the Revolving Credit Facility or temporarily
         invest such Net Proceeds in Cash Equivalents. Notwithstanding the
         foregoing, the Company shall not be permitted to directly or indirectly
         sell, assign, lease, convey or otherwise dispose of the Casino Rouge or
         any Replacement Vessel (other than in connection with an Event of Loss)
         unless, within 60 days of such disposition, the Company replaces the
         Casino Rouge or such Replacement Vessel with a Gaming Vessel having a
         fair market value, as determined by an independent appraisal, at least
         equal to the fair market value of the Casino Rouge or such Replacement
         Vessel immediately preceding such disposition.

                  Net Proceeds not invested or applied as set forth in the
         preceding clauses (1), (2) or (3) constitute "EXCESS PROCEEDS." If the
         Company elects, or becomes obligated to make an Excess Proceeds Offer,
         the Company shall offer to purchase Notes having an aggregate principal
         amount equal to the Excess Proceeds (the "PURCHASE AMOUNT"), at a
         purchase price equal to 100% of the aggregate principal amount thereof,
         plus accrued and unpaid interest, if any, to the purchase date. The
         Company must commence such Excess Proceeds Offer not later than 30 days
         after the expiration of the 270 day period following the Asset Sale
         that produced such Excess Proceeds. If the aggregate purchase price for
         the Notes tendered pursuant to the Excess Proceeds Offer is less than
         the Excess Proceeds, the Company and its Restricted Subsidiaries may
         use the portion of the Excess Proceeds remaining after payment of such
         purchase price for general corporate purposes.

                  Each Excess Proceeds Offer shall remain open for a period of
         20 Business Days and no longer, unless a longer period is required by
         law (the "EXCESS PROCEEDS OFFER PERIOD"). Promptly after the
         termination of the Excess Proceeds Offer Period (the "EXCESS PROCEEDS
         PAYMENT DATE"), the Company shall purchase and mail or deliver payment
         for the Purchase Amount for the Notes or portions thereof tendered, PRO
         RATA or by such other method as may be required by law, or, if less
         than the Purchase Amount has been tendered, all Notes tendered pursuant
         to the Excess Proceeds Offer. The principal amount of Notes to be
         purchased pursuant to an Excess Proceeds Offer may be reduced by the
         principal amount of Notes acquired by the Company through purchase or
         redemption (other than pursuant to a Change of Control Offer)
         subsequent to the date of the Asset Sale and surrendered to the Trustee
         for cancellation.

                  Each Excess Proceeds Offer shall be conducted in compliance
         with all applicable laws, including, without limitation, Regulation 14E
         under the Exchange Act and all other applicable federal and state
         securities laws. To the extent that the provisions of any securities
         laws or regulations conflict with the provisions of this Section 4.10,
         the Company shall comply with the applicable securities laws and
         regulations and shall not be deemed to have breached its obligations
         under this Section 4.10 by virtue thereof. The Company shall not, and
         shall not permit any of its Restricted Subsidiaries to, create or
         suffer to exist or become effective any restriction that would impair
         the ability of the Company to make an Excess Proceeds Offer upon an
         Asset Sale or, if such Excess Proceeds Offer is made, to pay for the
         Notes tendered for purchase.

                                       31
<PAGE>



                  (b) The Company shall, no later than 30 days following the
         expiration of the 270-day period following the Asset Sale that produced
         Excess Proceeds, commence the Excess Proceeds Offer by mailing to the
         Trustee and each Holder, at such Holder's last registered address, a
         notice, which shall govern the terms of the Excess Proceeds Offer, and
         shall state:

                           (i) that the Excess Proceeds Offer is being made
                  pursuant to this Section 4.10, the principal amount of Notes
                  which shall be accepted for payment and that all Notes validly
                  tendered shall be accepted for payment on a PRO RATA basis;

                           (ii) the purchase price and the date of purchase;

                           (iii) that any Notes not tendered or accepted for
                  payment pursuant to the Excess Proceeds Offer shall continue
                  to accrue interest in accordance with the terms thereof;

                           (iv) that, unless the Company defaults in the payment
                  of the purchase price with respect to any Notes tendered,
                  Notes accepted for payment pursuant to the Excess Proceeds
                  Offer shall cease to accrue interest after the Excess Proceeds
                  Payment Date;

                           (v) that Holders electing to have Notes purchased
                  pursuant to an Excess Proceeds Offer shall be required to
                  surrender their Notes, with the form entitled "Option of
                  Holder to Elect Purchase" on the reverse of the Note
                  completed, to the Company prior to the close of business on
                  the third Business Day immediately preceding the Excess
                  Proceeds Payment Date;

                           (vi) that Holders shall be entitled to withdraw their
                  election if the Company receives, not later than the close of
                  business on the second Business Day preceding the Excess
                  Proceeds Payment Date, a telegram, telex, facsimile
                  transmission or letter setting forth the name of the Holder,
                  the principal amount of Notes the Holder delivered for
                  purchase and a statement that such Holder is withdrawing his
                  election to have such Notes purchased;

                           (vii) that Holders whose Notes are purchased only in
                  part shall be issued Notes representing the unpurchased
                  portion of the Notes surrendered; PROVIDED, that each Note
                  purchased and each new Note issued shall be in principal
                  amount of $1,000 or whole multiples thereof; and

                           (viii) the instructions that Holders must follow in
                  order to tender their Notes.

                  On or before the Excess Proceeds Payment Date, the Company
         shall, to the extent lawful, (i) accept for payment the Notes or
         portions thereof (or an allocable amount thereof) tendered pursuant to
         the Excess Proceeds Offer, (ii) deposit with the Paying Agent money
         sufficient to pay the purchase price of all Notes or portions thereof
         so accepted and (iii) deliver to the Trustee the Notes so accepted,
         together with an Officers' Certificate stating that the Notes or
         portions thereof (or an allocable amount thereof) tendered to the
         Company are accepted for payment. The Paying Agent shall promptly mail
         to each Holder of Notes so accepted payment in an amount equal to the
         purchase price of such Notes, and the Trustee shall promptly
         authenticate and mail (or cause to be transferred by book entry) to
         such Holders new Notes equal in principal amount to any unpurchased
         portion of the Notes surrendered. After payment to the Holders of the
         purchase price of all Notes or portions thereof so accepted, the Paying
         Agent, if other than the Company, shall deliver promptly to the Company
         the balance, if any, of any money so deposited by the Company with the
         Paying Agent remaining after such payment to the Holders.

                                       32
<PAGE>



                  The Company shall make a public announcement of the results of
         the Excess Proceeds Offer as soon as practicable after the Excess
         Proceeds Payment Date.

         Section 4.11      LIMITATION ON TRANSACTIONS WITH AFFILIATES.

                  (a) The Company shall not, and shall not permit any of its
         Restricted Subsidiaries to, directly or indirectly, sell, lease,
         transfer or otherwise dispose of any of its properties or assets to, or
         purchase any property or assets from, or enter into any contract,
         agreement, understanding, loan, advance or guaranty with, or for the
         benefit of, any Affiliate (each of the foregoing, an "AFFILIATE
         TRANSACTION"), except for:

                           (i) Affiliate Transactions that, together with all
                  related Affiliate Transactions, have an aggregate value of not
                  more than $1,000,000; PROVIDED, that such transactions are
                  conducted in good faith and on terms that are no less
                  favorable to the Company or the relevant Restricted Subsidiary
                  than those that would have been obtained in a comparable
                  transaction at such time by the Company or such Restricted
                  Subsidiary on an arm's-length basis from a Person that is not
                  an Affiliate of the Company or such Restricted Subsidiary;

                           (ii) Affiliate Transactions that, together with all
                  related Affiliate Transactions, have an aggregate value of not
                  more than $5,000,000; PROVIDED, that a majority of the
                  disinterested members of the Board of Directors of the Company
                  determines that such transactions are conducted in good faith
                  and on terms that are no less favorable to the Company or the
                  relevant Restricted Subsidiary than those that would have been
                  obtained in a comparable transaction at such time by the
                  Company or such Restricted Subsidiary on an arm's-length basis
                  from a Person that is not an Affiliate of the Company or such
                  Restricted Subsidiary; or

                           (iii) Affiliate Transactions for which the Company
                  delivers to the Trustee an opinion as to the fairness to the
                  Company or such Restricted Subsidiary from a financial point
                  of view issued by an accounting, appraisal or investment
                  banking firm of national standing.

                  (b) Notwithstanding the foregoing, the following will be
         deemed not to be Affiliate Transactions: (i) transactions between or
         among the Company and/or any or all of the Subsidiary Guarantors, and
         (ii) Restricted Payments permitted by Section 4.7 (including, without
         limitation, transactions contemplated by the Casino Consulting and
         Management Agreement dated as of December 11, 1992, as amended, between
         the Company and CRC).

         Section 4.12      LIMITATION ON LIENS.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer to exist any Lien on
any asset (including, without limitation, all real, tangible or intangible
property) of the Company or any Restricted Subsidiary, whether now owned or
hereafter acquired, or on any income or profits therefrom, or assign or convey
any right to receive income therefrom, except Permitted Liens.

         Section 4.13      CORPORATE EXISTENCE.

         Subject to Article V, 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 their respective organizational documents (as
the same may be amended from time to time) and (ii) its (and its Subsidiaries')
rights (charter and statutory), licenses and

                                       33
<PAGE>



franchises; PROVIDED, that the Company shall not be required to preserve, with
respect to itself or any of its Subsidiaries, any such right, license or
franchise, or the corporate, partnership or other existence of any Subsidiary,
if the Board of Directors on behalf of the Company shall determine in good faith
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      REPURCHASE UPON A CHANGE OF CONTROL.

                  (a) Upon the occurrence of a Change of Control, the Company
         shall notify the Trustee in writing thereof and shall make an offer to
         purchase all of the Notes then outstanding as described below (the
         "CHANGE OF CONTROL OFFER") at a purchase price equal to 101% of the
         aggregate principal amount thereof, plus accrued and unpaid interest,
         if any, to the date of repurchase (the "CHANGE OF CONTROL PAYMENT").

                  (b) The Change of Control Offer shall be made in compliance
         with all applicable laws, including, without limitation, Regulation 14E
         under the Exchange Act and the rules thereunder and all other
         applicable federal and state securities laws. To the extent that the
         provisions of any securities laws or regulations conflict with the
         provisions of this Section 4.14, the Company shall comply with the
         applicable securities laws and regulations and shall not be deemed to
         have breached its obligations under this Section 4.14 by virtue
         thereof.

                  (c) Within 30 days following any Change of Control, the
         Company shall commence the Change of Control Offer by mailing to the
         Trustee and each Holder a notice, which shall govern the terms of the
         Change of Control Offer, and shall state:

                           (i) that the Change of Control Offer is being made
                  pursuant to this Section 4.14 and that all Notes tendered will
                  be accepted for payment;

                           (ii) the purchase price and the purchase date, which
                  shall be a Business Day no earlier than 30 days nor later than
                  45 days from the date such notice is mailed (the "CHANGE OF
                  CONTROL PAYMENT DATE");

                           (iii) that any Note not tendered for payment pursuant
                  to the Change of Control Offer shall continue to accrue
                  interest in accordance with the terms thereof;

                           (iv) that, unless the Company defaults in the payment
                  of the Change of Control Payment, all Notes accepted for
                  payment pursuant to the Change of Control Offer shall cease to
                  accrue interest on the Change of Control Payment Date;

                           (v) that any Holder electing to have Notes purchased
                  pursuant to a Change of Control Offer shall be required to
                  surrender such Notes, with the form entitled "Option of Holder
                  to Elect Purchase" on the reverse of the Notes completed, to
                  the Paying Agent at the address specified in the notice prior
                  to the close of business on the third Business Day preceding
                  the Change of Control Payment Date;

                           (vi) that any Holder shall be entitled to withdraw
                  such election if the Paying Agent receives, not later than the
                  close of business on the second Business Day preceding the
                  Change of Control Payment Date, a telegram, telex, facsimile
                  transmission or letter setting forth the name of the Holder,
                  the principal amount of Notes such Holder delivered for
                  purchase, and a statement that such Holder is withdrawing his
                  election to have such Notes purchased;

                                       34
<PAGE>




                           (vii) that a Holder whose Notes are being purchased
                  only in part shall be issued new Notes equal in principal
                  amount to the unpurchased portion of the Notes surrendered,
                  which unpurchased portion must be equal to $1,000 in principal
                  amount or an integral multiple thereof;

                           (viii) the instructions that Holders must follow in
                  order to tender their Notes; and

                           (ix) the circumstances and relevant facts regarding
                  such Change of Control.

                  (d) On the Change of Control Payment Date, the Company shall,
         to the extent lawful, (i) accept for payment the Notes or portions
         thereof tendered pursuant to the Change of Control Offer, (ii) deposit
         with the Paying Agent an amount equal to the Change of Control Payment
         in respect of all Notes or portions thereof so tendered and not
         withdrawn, and (iii) deliver or cause to be delivered to the Trustee
         the Notes so accepted together with an Officers' Certificate stating
         that the Notes or portions thereof tendered to the Company are accepted
         for payment. The Paying Agent shall promptly mail to each Holder of
         Notes so accepted payment in an amount equal to the purchase price for
         such Notes, and the Trustee shall authenticate and mail (or cause to be
         transferred by book entry) to each Holder a new Note equal in principal
         amount to any unpurchased portion of the Notes surrendered, if any;
         PROVIDED, that each such new Note will be in principal amount of $1,000
         or an integral multiple thereof.

                  (e) The Company shall make a public announcement of the
         results of the Change of Control Offer on or as soon as practicable
         after the Change of Control Payment Date.

                  (f) The Company shall not be required to make a Change of
         Control Offer upon a Change of Control if a third party makes the
         Change of Control Offer in the manner, at the times and otherwise in
         compliance with the requirements set forth in this Section 4.14 and
         purchases all Notes validly tendered and not withdrawn under such
         Change of Control Offer.

         Section 4.15      MAINTENANCE OF PROPERTIES.

         The Company shall, and shall cause each of its Subsidiaries to,
maintain their properties and assets in normal working order and condition as on
the date of this Indenture (reasonable wear and tear excepted) and make all
necessary repairs, renewals, replacements, additions, betterments and
improvements thereto, as shall be reasonably necessary for the proper conduct of
the business of the Company and its Subsidiaries taken as a whole; PROVIDED,
that nothing herein shall prevent the Company or any of its Subsidiaries from
discontinuing any maintenance of any such properties if the Company determines
that such discontinuance is desirable in the conduct of the business of the
Company and its Subsidiaries taken as a whole.

         Section 4.16      MAINTENANCE OF INSURANCE.

         The Company shall, and shall cause each of its Subsidiaries to,
maintain liability, casualty and other insurance (including self-insurance
consistent with prior practice) with responsible insurance companies in such
amounts and against such risks as is in accordance with customary industry
practice in the general areas in which the Company and its Subsidiaries operate.

         Section 4.17      RESTRICTIONS ON SALE AND ISSUANCE OF SUBSIDIARY 
STOCK.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, issue or sell any Equity Interests (other than directors' qualifying shares)
of any Restricted Subsidiary to any Person other than the Company or a Wholly
Owned Subsidiary of the Company; PROVIDED, that the Company and its Restricted

                                       35
<PAGE>



Subsidiaries may sell all (but not less than all) of the Capital Stock of a
Restricted Subsidiary owned by the Company and its Restricted Subsidiaries if
the Net Proceeds from such Asset Sale are used in accordance with the terms of
Section 4.10.

         Section 4.18      LIMITATION ON LINES OF BUSINESS.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, engage to any substantial extent in any
line or lines of business activity other than that which, in the reasonable good
faith judgment of the Board of Directors of the Company, is a Related Business.

                                    ARTICLE V
                                   SUCCESSORS

         Section 5.1       WHEN THE COMPANY MAY MERGE, ETC.

         The Company shall not consolidate or merge with or into (regardless of
whether the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets (determined on a consolidated basis for the Company and its Restricted
Subsidiaries) in one or more related transactions to, any other Person unless:

                  (a) the Company is the surviving Person or the Person formed
         by or surviving any such consolidation or merger (if other than the
         Company) or to which such sale, assignment, transfer, lease, conveyance
         or other disposition has been made is a corporation organized and
         existing under the laws of the United States, any state thereof or the
         District of Columbia,

                  (b) the Person formed by or surviving any such consolidation
         or merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, lease, conveyance or other disposition has been
         made assumes all the Obligations of the Company, pursuant to a
         supplemental indenture in a form reasonably satisfactory to the
         Trustee, under the Notes, this Indenture, the Security Documents and
         the Registration Rights Agreement,

                  (c) immediately after giving effect to such transaction on a
         PRO FORMA basis, no Default or Event of Default exists, and

                  (d) the Company, or any Person formed by or surviving any such
         consolidation or merger, or to which such sale, assignment, transfer,
         lease, conveyance or other disposition has been made, (i) has
         Consolidated Net Worth (immediately after the transaction but prior to
         any purchase accounting adjustments resulting from the transaction)
         equal to or greater than the Consolidated Net Worth of the Company
         immediately preceding the transaction and (ii) will be permitted, at
         the time of such transaction and after giving PRO FORMA effect thereto
         as if such transaction had occurred at the beginning of the applicable
         four-quarter period, to incur at least $1.00 of additional Indebtedness
         pursuant to Section 4.9(a).

         The Company shall deliver to the Trustee prior to the consummation of
any proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel, stating that all conditions precedent to the proposed
transaction provided for in this Indenture have been complied with.

         For purposes of this Section 5.1, the sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the
Company on a consolidated basis, shall be deemed to be

                                       36
<PAGE>



the sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the properties and assets of the Company.

         Section 5.2       SUCCESSOR SUBSTITUTED.

         In the event of any transaction (other than a lease) contemplated by
Section 5.1 in which the Company is not the surviving Person, the successor
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, conveyance or other disposition is made,
or formed by such reorganization, as the case may be, shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under,
and the Company shall be discharged from its Obligations under, this Indenture,
the Notes, the Security Documents and the Registration Rights Agreement, with
the same effect as if such successor Person had been named as the Company herein
or therein.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

         Section 6.1       EVENTS OF DEFAULT.

         "EVENT OF DEFAULT" occurs if:

                  (a) the Company defaults in the payment of interest on any
         Note when the same becomes due and payable and the default continues
         for a period of 30 days;

                  (b) the Company defaults in the payment of the principal (or
         premium, if any) on any Note when the same becomes due and payable at
         maturity, upon redemption, by acceleration, in connection with an
         Excess Proceeds Offer or a Change of Control Offer or otherwise;

                  (c) the Company defaults in the performance of or breaches the
         provisions of Sections 4.10 or 4.14, or Article V;

                  (d) the Company or any Subsidiary Guarantor fails to comply
         with any of its other agreements or covenants in, or provisions of, the
         Notes, this Indenture or the Security Documents and the default
         continues for 60 days after written notice thereof has been given to
         the Company by the Trustee or to the Company and the Trustee by the
         Holders of at least 25% in aggregate principal amount of the then
         outstanding Notes, such notice to state that it is a "Notice of
         Default;"

                  (e) a default occurs under (after giving effect to any
         applicable grace periods or any extension of any maturity date) any
         mortgage, indenture or instrument under which there may be issued or by
         which there may be secured or evidenced any Indebtedness for money
         borrowed by the Company or any Restricted Subsidiary (or the payment of
         which is guaranteed by the Company or any Restricted Subsidiary),
         whether such Indebtedness or guaranty now exists or is created after
         the Issue Date, if (i) either (1) such default results from the failure
         to pay principal of or interest on such Indebtedness or (2) as a result
         of such default the maturity of such Indebtedness has been accelerated,
         and (ii) the principal amount of such Indebtedness, together with the
         principal amount of any other such Indebtedness with respect to which
         such a payment default (after the expiration of any applicable grace
         period or any extension of the maturity date) has occurred, or the
         maturity of which has been so accelerated, exceeds $5,000,000 in the
         aggregate;

                  (f) a final non-appealable judgment or judgments for the
         payment of money (other than judgments as to which a reputable
         insurance Company has accepted full liability) is or are entered by a
         court or courts of competent jurisdiction against the Company or any
         Subsidiary and such

                                       37
<PAGE>



         judgment or judgments remain undischarged, unbonded or unstayed for a
         period of 60 days after entry, PROVIDED that the aggregate of all such
         judgments exceeds $5,000,000;

                  (g) the cessation of substantially all gaming operations of
         the Company for more than 60 days, except as a result of an Event of
         Loss;

                  (h) any revocation, suspension, expiration (without previous
         or concurrent renewal) or loss of any Gaming License for more than 60
         days;

                  (i) any event of default under a Security Document;

                  (j) the Company or any Subsidiary Guarantor pursuant to or
         within the meaning of any Bankruptcy Law:

                           (i) commences a voluntary case,

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

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

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

                           (v) admits in writing its inability to pay debts as
                  the same become due; or

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

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

                           (ii) appoints a Custodian of the Company or any
                  Subsidiary Guarantor or for all or substantially all of their
                  property,

                           (iii) orders the liquidation of the Company, or any
                  Subsidiary Guarantor, and the order or decree remains unstayed
                  and in effect for 60 days.

         Section 6.2       ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clause (j) or (k) of Section 6.1) occurs and is continuing, the Trustee by
written notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes by written notice to the Company and the
Trustee, may declare the unpaid principal of and any accrued interest on all the
Notes to be due and payable. Upon such declaration the principal and interest
shall be due and payable immediately. If an Event of Default specified in clause
(j) or (k) of Section 6.1 occurs, all outstanding Notes shall IPSO FACTO become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder.

         Section 6.3       OTHER REMEDIES.

                                       38
<PAGE>



         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy (under this Indenture or otherwise) to collect the payment
of principal or 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 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 6.4       WAIVER OF PAST DEFAULTS; RESCISSION OF ACCELERATION.

         Holders of a majority of the aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of the Holders
of all of the Notes (a) waive any existing Default or Event of Default and its
consequences under this Indenture except a continuing Default or Event of
Default in the payment of the principal of, or interest on, any Note or a
Default or an Event of Default with respect to any covenant or provision which
cannot be modified or amended without the consent of the Holder of each
outstanding Note affected, and/or (b) rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal or
interest that has become due solely because of the acceleration) have been cured
or waived. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

         Section 6.5       CONTROL BY MAJORITY.

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

         Section 6.6       LIMITATION ON SUITS.

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

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

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

                  (c) such Holder or Holders 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 may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

                                       39
<PAGE>




         Section 6.7       RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal and interest on the Note, on or
after the respective due dates expressed in the Note, 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 the Holder.

         Section 6.8       COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 6.1(a) or 6.1(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 and interest remaining unpaid on the Notes and interest on overdue
principal (and premium, if any) and, to the extent lawful, interest on overdue
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 and its agents and counsel.

         Section 6.9       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 and its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor under the Notes), their creditors or their 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 and its agents and counsel, and any other amounts due the Trustee under
Section 7.7. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel, and any
other amounts due the Trustee under Section 7.7 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 of the Notes 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 thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         Section 6.10      PRIORITIES.

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

                  FIRST: to the Trustee and its agents and attorneys for amounts
         due under Section 7.7, 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 for amounts due and unpaid on the Notes for
         principal and interest, ratably, without preference or priority of any
         kind, according to the amounts due and payable on the Notes for
         principal and interest, respectively;

                                       40
<PAGE>



                  THIRD: without duplication, to Holders for any other
         Obligations owing to the Holders under the Notes, this Indenture, the
         Security Documents or the Registration Rights Agreement; and

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

         The Trustee, upon written notice to the Company, may fix a record date
and payment date for any payment to Holders.

         Section 6.11      UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.6, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.

                                   ARTICLE VII
                                     TRUSTEE

         Section 7.1       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 their
         exercise as a prudent person would exercise or use under the
         circumstances in the conduct of his or her 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.

                           (ii) In the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture.
                  However, the Trustee shall examine the certificates and
                  opinions to determine whether they conform to the requirements
                  of this Indenture (but need not confirm the accuracy of
                  mathematical calculations or other facts stated therein).

                  (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 7.1.

                           (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.

                                       41
<PAGE>



                           (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
                  6.5.

                  (d) Regardless of whether therein expressly so provided, every
         provision of this Indenture that in any way relates to the Trustee is
         subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

                  (e) No provision of this Indenture shall require the Trustee
         to expend or risk its own funds or incur any liability. The Trustee may
         refuse to perform any duty or exercise any right or power unless it
         receives 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 7.2       RIGHTS OF TRUSTEE.

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

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel or both. The
         Trustee shall not be liable for any action it takes or omits to take in
         good faith in reliance on such Officers' Certificate or Opinion of
         Counsel. The Trustee may consult with counsel of its selection 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
         reliance thereon.

                  (c) The Trustee may act through 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 which it believes to be authorized or
         within its rights or powers conferred upon it by this Indenture.

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

                  (f) Except with respect to Section 4.1, the Trustee shall have
         no duty to inquire as to the performance of the Company's covenants in
         Article IV. In addition, the Trustee shall not be deemed to have
         knowledge of any Default or Event of Default except (i) any Event of
         Default occurring pursuant to Sections 6.1(a), 6.1(b) and 4.1, or (ii)
         any Default or Event of Default of which the Trustee shall have
         received written notification or a Responsible Officer of the Trustee
         shall have obtained actual knowledge.

                  (g) Delivery of reports, information and documents to the
         Trustee under Section 4.3 is for informational purposes only and the
         Trustee's receipt of the foregoing shall not constitute constructive
         notice of any information contained herein or determinable from
         information contained therein, including the Company's compliance with
         any of their covenants hereunder (as to which the Trustee is entitled
         to rely exclusively on Officers' Certificates).

                                       42
<PAGE>



         Section 7.3       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 an
Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 7.10 and 7.11.

         Section 7.4       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 hereof,
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 7.5       NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing and if the
Trustee has actual knowledge thereof (within the meaning of Section 7.2(f)), the
Trustee shall mail to the Holders 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 the 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 interest of the Holders of the Notes.

         Section 7.6       REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to the Holders 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). The Trustee shall also transmit by mail all
reports as required by TIA ss. 313(c).

         Commencing at the time this Indenture is qualified under the TIA, a
copy of each report at the time of its mailing to the Holders shall be filed
with the Commission and each stock exchange on which the Notes are listed. The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

         Section 7.7       COMPENSATION AND INDEMNITY.

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

         The Company shall indemnify the Trustee and any predecessor against any
and all losses, liabilities, damages, claims or expenses incurred by it without
negligence or bad faith on its part 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 Company and defending
itself against any claim (regardless of

                                       43
<PAGE>



whether asserted by 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 as set forth below. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in
the defense. In the event that a conflict of interest or conflicting defenses
would arise in connection with the representation of the Company and the Trustee
by the same counsel, 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 7.7 shall survive the
satisfaction and discharge of this Indenture.

         The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its own negligence or bad
faith.

         To secure the Company's payment obligations in this Section 7.7, 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 of (and
premium, if any) 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 6.1(j) or (k) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         The provisions of this Section 7.7 shall survive the termination of
this Indenture.

         Section 7.8       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 7.8 and upon the Company's receipt of
notice from the successor Trustee of such appointment.

         The Trustee may resign 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. The Company may remove the Trustee if:

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

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

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

                  (d) the Trustee becomes incapable of acting.

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

                                       44
<PAGE>



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

         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 the Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, PROVIDED that all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.7. Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee, and the Company shall pay to any such replaced
or removed Trustee all amounts owed under Section 7.7 upon such replacement or
removal.

         Section 7.9       SUCCESSOR TRUSTEE BY MERGER, ETC.

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

         Section 7.10      ELIGIBILITY; DISQUALIFICATION.

         There shall at all times be a Trustee hereunder that shall (a) be a
corporation organized and doing business under the laws of the United States of
America or of any state thereof or of the District of Columbia authorized under
such laws to exercise corporate trustee power, (b) be subject to supervision or
examination by Federal or state or the District of Columbia authority, and (c)
have a combined capital and surplus of at least $25,000,000 as set forth in its
most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss.ss. 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to TIA ss. 310(b); PROVIDED, HOWEVER, that there shall be excluded from
the operations of TIA ss. 310(b)(1) any indenture or indentures under which
other securities, or certificates of interest or participation in other
securities, of the Company are outstanding, if the requirements for such
exclusion set forth in TIA ss. 310(b)(1) are met.

         Section 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                  ARTICLE VIII
               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         Section 8.1       DISCHARGE; OPTION TO EFFECT LEGAL OR COVENANT 
                           DEFEASANCE.

         This Indenture shall cease to be of further effect (except that the
Company's and the Subsidiary Guarantors' obligations under Section 7.7 and the
Trustee's and the Paying Agent's obligations under Sections

                                       45
<PAGE>



8.6 and 8.7 shall survive) when all outstanding Notes theretofore authenticated
and issued have been delivered (other than destroyed, lost or stolen Notes that
have been replaced or paid) to the Trustee for cancellation and the Company or
the Subsidiary Guarantors have paid all sums payable hereunder. In addition, the
Company may elect at any time to have Section 8.2 or Section 8.3, at the
Company's option, of this Indenture applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article VIII.

         Section 8.2       LEGAL DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.2, except as set forth below, the Company and the Subsidiary
Guarantors shall be deemed to have been discharged from their respective
obligations with respect to all outstanding Notes on the date the conditions set
forth below are satisfied (hereinafter, "LEGAL DEFEASANCE"). Following such
Legal Defeasance, (a) the Company shall be deemed to have paid and discharged
the entire indebtedness outstanding hereunder, and this Indenture shall cease to
be of further effect as to all outstanding Notes and Subsidiary Guaranties, and
(b) the Company and the Subsidiary Guarantors shall be deemed to have satisfied
all other of their respective obligations under the Notes, the Subsidiary
Guaranties 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 which shall survive until otherwise terminated or discharged
hereunder:

                  (a) the rights of Holders to receive payments in respect of
         the principal of, premium, if any, and interest (and Liquidated
         Damages, if any) on such Notes when such payments are due from the
         trust described in Section 8.5;

                  (b) the Company's obligations under Sections 2.4, 2.6, 2.7,
         2.10, 4.2, 8.5, 8.6 and 8.7; and

                  (c) the rights, powers, trusts, duties and immunities of the
         Trustee hereunder and the Company's and the Subsidiary Guarantors'
         obligations in connection therewith.

Subject to compliance with the provisions of this Article VIII, the Company may
exercise its option under this Section 8.2 notwithstanding the prior exercise of
its option under Section 8.3.

         Section 8.3       COVENANT DEFEASANCE.

         Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.3, the Company and the Subsidiary Guarantors shall be released
from their respective obligations under the covenants contained in Sections 4.3,
4.4, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17 and 4.18 and
Article V on and after the date the conditions set forth below 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. Following such Covenant Defeasance, (a)
neither the Company nor any Subsidiary Guarantor need comply with, and none of
them shall have any liability in respect of, any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document, but,
except as specified above, the remainder of this Indenture, the Notes and the
Subsidiary Guaranties shall be unaffected thereby, and (b) Sections 6.1(c)
through 6.1(i) shall not constitute Events of Default with respect to the Notes.

         Section 8.4       CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                                       46
<PAGE>



         The following shall be the conditions to the application of either
Section 8.2 or 8.3 to the outstanding Notes:

                  (a) the Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 7.10 who shall agree to comply with the
         provisions of this Article VIII applicable to it), in trust, 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, in the opinion of a nationally recognized firm of
         independent public accountants, to pay the principal of, premium, if
         any, and interest (and Liquidated Damages, if any) on such outstanding
         Notes on the stated maturity or on the applicable redemption date, as
         the case may be, and the Company must specify whether the Notes are
         being defeased to maturity or to a particular redemption date;

                  (b) in the case of Legal Defeasance, the Company shall have
         delivered to the Trustee an opinion of counsel in the United States
         reasonably acceptable to the Trustee confirming that (i) the Company
         has received from, or there has been published by, the Internal Revenue
         Service a ruling or (ii) since the Issue Date, 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 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 Covenant Defeasance, the Company shall have
         delivered to the Trustee an opinion of counsel in the United States
         reasonably acceptable to such Trustee confirming that the Holders 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 borrowing of funds to be applied to such
         deposit);

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

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

                  (g) the Company shall have delivered to the Trustee an
         Officers' Certificate and an opinion of counsel, each stating, subject
         to certain factual assumptions and bankruptcy and insolvency
         exceptions, that the conditions precedent provided for in, in the case
         of the Officers' Certificate, (a) through (f) and, in the case of the
         opinion of counsel, clauses (b), (c) and (e) of this paragraph, have
         been complied with; and

                  (h) in the event all or any portion of the Notes are to be
         redeemed through such irrevocable trust, Company must make arrangements
         satisfactory to the Trustee, at the time of such

                                       47
<PAGE>



         deposit, for the giving of notice of such redemption or redemptions by
         the Trustee in the name and at the expense of Company.

         Section 8.5       DEPOSITS TO BE HELD IN TRUST; OTHER MISCELLANEOUS 
                           PROVISIONS.

         Subject to Section 8.6, all cash and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5, the "PAYING AGENT")
pursuant to Section 8.4 in respect of the outstanding Notes shall be held in
trust and applied by the Paying Agent, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any other
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 (and Liquidated Damages, if any).

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 8.4 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 outstanding Notes.

         Section 8.6       REPAYMENT TO THE COMPANY.

                  (a) The Trustee or the Paying Agent shall deliver or pay to
         the Company from time to time upon the request of the Company any cash
         or U.S. Government Obligations held by it as provided in Section 8.4
         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 8.4(a)), are in excess of the amount thereof that would then be
         required to be deposited to effect an equivalent Legal Defeasance or
         Covenant Defeasance.

                  (b) Any cash and U.S. Government Obligations (including the
         proceeds thereof) 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 (and Liquidated Damages, if any) 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; 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 shall thereupon cease; PROVIDED, HOWEVER, that the Trustee
         or such Paying Agent, before being required to make any such repayment,
         shall at the expense of the Company cause to be published once, in the
         NEW YORK TIMES and THE WALL STREET JOURNAL (national edition), notice
         that such money remains unclaimed and that, after a date specified
         therein, which shall not be less than 30 days from the date of such
         notification or publication, any unclaimed balance of such money then
         remaining will be repaid to the Company.

         Section 8.7       REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3, as the case may
be, of this Indenture by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, or if any event occurs at any time in the period ending on the 91st
day after the date of deposit pursuant to Section 8.2 or 8.3 which event would
constitute an Event of Default under Section 6.1(j) or (k) had Legal Defeasance
or Covenant Defeasance, as the case may be, not occurred, then the Company's and
the Subsidiary Guarantors' obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.2 or 8.3 until such time as the Trustee or Paying Agent is permitted to apply
such money in accordance with Section 8.2 or 8.3, as the case may be; PROVIDED,
HOWEVER, that, if the Company makes any payment of principal of, premium, if
any, or interest (and

                                       48
<PAGE>



Liquidated Damages, if any) 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 cash or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                   ARTICLE IX
                                   AMENDMENTS

         Section 9.1       WITHOUT CONSENT OF HOLDERS.

                  (a) The Company and the Trustee may amend or supplement this
         Indenture and the Notes without the consent of any Holder:

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

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

                           (iii) to comply with Article V and Section 10.6;

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

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

                           (vi) to release any Subsidiary Guaranty of the Notes
                  permitted to be released under Section 10.7.

         Upon the request of the Company, accompanied by a resolution of the
Board of Directors of the Company authorizing the execution of any such
supplemental indenture or amendment, and upon receipt by the Trustee of the
documents described in Section 9.6 required or requested by the Trustee, the
Trustee shall join with the Company in the execution of any supplemental
indenture or amendment authorized or permitted by the terms of this Indenture
and shall make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such
supplemental indenture or amendment that affects its own rights, duties or
immunities under this Indenture or otherwise.

         Section 9.2       WITH CONSENT OF HOLDERS.

                  (a) Subject to Sections 6.4 and 6.7, the Company and the
         Trustee, as applicable, may amend, or waive any provision of, this
         Indenture or the Notes, with the written consent of the Holders of at
         least a majority of the principal amount of the then outstanding Notes
         (including consents obtained in connection with a tender offer or
         exchange offer for Notes).

                  (b) Upon the request of the Company, accompanied by a
         resolution of the Board of Directors of the Company authorizing the
         execution of any such supplemental indenture or amendment, and upon
         filing with the Trustee of evidence satisfactory to the Trustee of the
         consent of the Holders as aforesaid, and upon receipt by the Trustee of
         the documents described in Section 9.6, the Trustee shall join with the
         Company in the execution of such supplemental indenture or amendment
         unless such supplemental indenture or amendment 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 supplemental indenture.

                                       49
<PAGE>




                  (c) It shall not be necessary for the consent of the Holders
         under this Section 9.2 to approve the particular form of any proposed
         supplemental indenture or amendment, but it shall be sufficient if such
         consent approves the substance thereof.

                  (d) After a supplemental indenture or amendment under this
         Section 9.2 becomes effective, the Company shall mail to the Holders of
         each Note affected thereby a notice briefly describing the amendment 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 supplemental indenture, amendment or waiver.

                  (e) Notwithstanding any other provision hereof, without the
         consent of each Holder affected, an amendment or waiver under this
         Section 9.2 may not (with respect to any Notes held by a non-consenting
         Holder):

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

                           (ii) reduce the rate of or change the time for
                  payment of interest, including default interest, on any Note;

                           (iii) reduce the principal of, or the premium
                  (including, without limitation, redemption premium) on, or
                  change the fixed maturity of any Note or alter the provisions
                  with respect to payment on redemption of the Notes or the
                  price at which the Company shall offer to purchase such Notes
                  pursuant to Section 4.10 or 4.14;

                           (iv) waive a Default or Event of Default in the
                  payment of principal of or premium, if any, or interest on, or
                  redemption payment with respect to, any Note (other than a
                  Default in the payment of an amount due as a result of an
                  acceleration if the Holder rescinds such acceleration pursuant
                  to Section 6.2);

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

                           (vi) make any change in Section 6.4 or 6.7 or in this
                  Section 9.2 with respect to the requirement for the consent of
                  any affected Holder;

                           (vii) waive a redemption payment with respect to any
                  Note; or

                           (viii) make any change adversely affecting the
                  contractual ranking of the Obligations of the Company under
                  the Notes, this Indenture and the Security Documents or of the
                  Subsidiary Guarantors under their respective Subsidiary
                  Guaranties.

         Section 9.3       COMPLIANCE WITH TRUST INDENTURE ACT.

         If, at the time of an amendment to this Indenture or the Notes, this
Indenture shall be qualified under the TIA, every amendment to this Indenture or
the Notes shall be set forth in a supplemental indenture that complies with the
TIA as then in effect.

         Section 9.4       REVOCATION AND EFFECT OF CONSENTS.

         Until a supplemental indenture, an amendment or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder and every subsequent Holder of a Note or portion of

                                       50
<PAGE>



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. A supplemental indenture,
amendment or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.

         The Company may fix a record date for determining which Holders must
consent to such supplemental indenture, amendment or waiver. If the Company
fixes a record date, the record date shall be fixed at (i) the later of 30 days
prior to the first solicitation of such consent or the date of the most recent
list of Holders furnished to the Trustee prior to such solicitation pursuant to
Section 2.5, or (ii) such other date as the Company shall designate.

         Section 9.5       NOTATION ON OR EXCHANGE OF NOTES.

         The Trustee may place an appropriate notation about a supplemental
indenture, amendment or waiver on any Note thereafter authenticated. The Company
in exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment or waiver.

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

         Section 9.6       TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article IX if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplemental indenture, the Trustee shall be entitled to receive,
if requested, an indemnity reasonably satisfactory to it and to receive and,
subject to Section 7.1, shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that such amendment
or supplemental indenture is authorized or permitted by this Indenture, that it
is not inconsistent herewith, and that it shall be valid and binding upon the
Company in accordance with its terms. The Company may not sign an amendment or
supplemental indenture until the Board of Directors of the Company approves it.

                                    ARTICLE X
                              SUBSIDIARY GUARANTIES

         Section 10.1      SUBSIDIARY GUARANTY.

                  (a) For good and valuable consideration, the receipt and
         sufficiency of which is hereby acknowledged, subject to Section 10.3,
         each Subsidiary Guarantor, jointly and severally, hereby
         unconditionally guarantees (such guaranties being referenced herein
         individually as a "SUBSIDIARY GUARANTY" and collectively, together with
         additional guaranties granted from time to time pursuant to Section
         10.6, as the "SUBSIDIARY GUARANTIES") to each Holder and the Trustee,
         irrespective of the validity or enforceability of this Indenture, the
         Notes, the Registration Rights Agreement or the Obligations of the
         Company hereunder or thereunder: (i) the due and punctual payment of
         the principal and premium, if any, of, and interest on, the Notes
         (including, without limitation, interest after the filing of a petition
         initiating any proceedings referred to in clause (j) or (k) of Section
         6.1), whether at maturity or on an interest payment date, by
         acceleration, call for redemption or otherwise; (ii) the due and
         punctual payment of interest on the overdue principal and premium, if
         any, of, and interest on, the Notes, if lawful; (iii) the due and
         punctual payment and performance of all other Obligations of the
         Company under the Notes, this Indenture and the Registration Rights
         Agreement, all in accordance with the terms set forth herein and in the
         Notes; and (iv) in case of any extension of time of payment or renewal
         of any Notes or any of such other Obligations, the due and punctual

                                       51
<PAGE>



         payment or performance thereof in accordance with the terms of the
         extension or renewal, whether at stated maturity, by acceleration or
         otherwise.

                  (b) Failing payment when due by the Company of any amount so
         guaranteed for whatever reason, the Subsidiary Guarantors shall be
         jointly and severally obligated to pay the same immediately.

                  (c) Each Subsidiary Guarantor hereby agrees that (i) its
         Obligations hereunder shall be unconditional, irrespective of the
         validity, regularity or enforceability of the Notes, this Indenture,
         the Registration Rights Agreement or the Obligations of the Company
         hereunder or thereunder, the absence of any action to enforce the same,
         any waiver or consent by any Holder with respect to any provisions
         hereof or thereof, any amendment of this Indenture or the Notes, the
         recovery of any judgment against the Company or any of its
         Subsidiaries, any action to enforce the same, or any other circumstance
         that might otherwise constitute a legal or equitable discharge or
         defense of a guarantor and (ii) each Subsidiary Guaranty will not be
         discharged except by complete performance of the Obligations of the
         Company under the Notes, this Indenture and the Registration Rights
         Agreement.

                  (d) Each Subsidiary Guarantor hereby agrees that it shall not
         be entitled to and irrevocably waives diligence, presentment, demand of
         payment, filing of claim with a court in the event of insolvency or
         bankruptcy of the Company, any Subsidiary Guarantor, any other
         Subsidiary of the Company or any other obligor under the Notes, any
         right to require a proceeding first against the Company, any Subsidiary
         Guarantor, any other Subsidiary of the Company or any other obligor
         under this Indenture or the Notes, protest, notice and all demands
         whatsoever.

                  (e) Each Subsidiary Guarantor shall be subrogated to all
         rights of the Holders of the Notes upon which its Subsidiary Guaranty
         is endorsed against the Company in respect of any amounts paid by such
         Subsidiary Guarantor on account of such Note pursuant to the provisions
         of its Subsidiary Guaranty or this Indenture, and each Subsidiary
         Guarantor shall have the right to seek contribution from any non-paying
         Subsidiary Guarantor; PROVIDED, HOWEVER, that no Subsidiary Guarantor
         shall be entitled to enforce or receive any payments arising out of, or
         based upon, such rights of subrogation or contribution until the
         principal of (and premium, if any) and interest on the Notes issued
         hereunder shall have been paid in full (and, if any such payments shall
         be paid to or recovered by such Subsidiary Guarantor (whether directly
         or by way of set-off, recoupment or counterclaim), such payments shall
         be held in trust by such Subsidiary Guarantor for the benefit of the
         Trustee and the Holders of the Notes, not commingled with any of such
         Subsidiary Guarantor's other funds and forthwith paid over to the
         Trustee, in the exact for received, together with any necessary
         endorsements, to be applied and credited against, or held as security
         for the Obligations hereunder.

                  (f) If any Holder or the Trustee is required by any court or
         otherwise to return to the Company, any Subsidiary Guarantor, any other
         Subsidiary of the Company or any other obligor under this Indenture or
         the Notes, or any trustee, liquidator or other similar official, any
         amount paid by the Company, any Subsidiary Guarantor, any other
         Subsidiary of the Company or any other obligor under this Indenture or
         the Notes to the Trustee or such Holder, the Subsidiary Guaranties, to
         the extent theretofore discharged, shall be reinstated in full force
         and effect.

                  (g) Each Subsidiary Guarantor agrees that, as between the
         Subsidiary Guarantors, on the one hand, and the Holders and the
         Trustee, on the other hand, (i) the maturity of the Obligations of the
         Company guaranteed hereby may be accelerated as provided in Section 6.2
         for the purposes of the Subsidiary Guaranties, notwithstanding any
         stay, injunction or other prohibition preventing such acceleration as
         to the Company of the Obligations guaranteed hereby, and (ii) in the
         event of

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<PAGE>



         any declaration of acceleration of those Obligations as provided in
         Section 6.2, those Obligations (regardless of whether due and payable)
         will forthwith become due and payable by each of the Subsidiary
         Guarantors for the purpose of the Subsidiary Guaranties.

         Section 10.2      EXECUTION AND DELIVERY OF THE SUBSIDIARY GUARANTIES.

                  (a) To evidence the Subsidiary Guaranties set forth in Section
         10.1, the Company and each Subsidiary Guarantor hereby agrees that (i)
         a notation of the Subsidiary Guaranties substantially as set forth on
         Exhibit C hereto shall be endorsed on each Note authenticated and
         delivered by the Trustee, (ii) such endorsement shall be executed on
         behalf of each Subsidiary Guarantor by its Chairman of the Board,
         President, Chief Financial Officer, Chief Operating Officer, Treasurer,
         Secretary or any Vice President and (iii) a counterpart signature page
         to this Indenture shall be executed on behalf of each Subsidiary
         Guarantor by its Chairman of the Board, President or one of its Vice
         Presidents and attested to by another officer acknowledging such
         Subsidiary Guarantor's agreement to be bound by the provisions hereof
         and thereof.

                  (b) Each Subsidiary Guarantor hereby agrees that its
         Subsidiary Guaranty set forth in Section 10.1 shall remain in full
         force and effect notwithstanding any failure to endorse on each Note a
         notation of such Subsidiary Guaranty.

                  (c) If an officer whose signature is on this Indenture no
         longer holds that office at the time the Trustee authenticates the
         Notes on which a Subsidiary Guaranty is endorsed, the Subsidiary
         Guaranty shall nevertheless be valid.

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

         Section 10.3      LIMITATION ON SUBSIDIARY GUARANTOR'S LIABILITY.

         Each Subsidiary Guarantor and by its acceptance hereof each Holder
hereby confirms that it is the intention of all such parties that the guaranty
by such Subsidiary Guarantor pursuant to its Subsidiary Guaranty not constitute
a fraudulent transfer or conveyance for purposes of any federal or state law. To
effectuate the foregoing intention, the Holders and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of each Subsidiary Guarantor under
its Subsidiary Guaranty shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the Obligations of such other
Subsidiary Guarantor under its Subsidiary Guaranty, result in the Obligations of
such Subsidiary Guarantor under its Subsidiary Guaranty not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law or
rendering such Subsidiary Guarantor insolvent.

         Section 10.4      RIGHTS UNDER THE SUBSIDIARY GUARANTIES.

                  (a) No payment by any Subsidiary Guarantor pursuant to the
         provisions hereof shall give rise to any claim of the Subsidiary
         Guarantors against the Trustee or any Holder.

                  (b) Each Subsidiary Guarantor waives notice of the issuance,
         sale and purchase of the Notes and notice from the Trustee or the
         Holders from time to time of any of the Notes of their acceptance and
         reliance on its Subsidiary Guaranty.

                  (c) No set-off, counterclaim, reduction or diminution of any
         obligation or any defense of any kind or nature (other than performance
         by the Subsidiary Guarantors of their obligations

                                       53
<PAGE>



         hereunder) that any Subsidiary Guarantor may have or assert against the
         Trustee or any Holder shall be available hereunder to such Subsidiary
         Guarantor.

                  (d) Each Subsidiary Guarantor shall pay all costs, expenses
         and fees, including all reasonable attorneys' fees, that may be
         incurred by the Trustee in enforcing or attempting to enforce the
         Subsidiary Guaranties or protecting the rights of the Trustee or the
         Holder, if any, in accordance with this Indenture.

         Section 10.5      PRIMARY OBLIGATIONS.

         The Obligations of each Subsidiary Guarantor hereunder shall constitute
a guaranty of payment and not of collection. Each Subsidiary Guarantor agrees
that it is directly liable to each Holder hereunder, that the Obligations of
each Subsidiary Guarantor hereunder are independent of the Obligations of the
Company or any other Subsidiary Guarantor, and that a separate action may be
brought against each Subsidiary Guarantor, whether such action is brought
against the Company or any other Subsidiary Guarantor or whether the Company or
any other Subsidiary Guarantor is joined in such action. Each Subsidiary
Guarantor agrees that its liability hereunder shall be immediate and shall not
be contingent upon the exercise or enforcement by the Trustee or the Holders of
whatever remedies they may have against the Company or any other Subsidiary
Guarantor. Each Subsidiary Guarantor agrees that any release that may be given
by the Trustee or the Holders to the Company or any other Subsidiary Guarantor
shall not release such Subsidiary Guarantor.

         Section 10.6      GUARANTEE BY FUTURE SUBSIDIARIES.

         The Company shall cause (a) each Person that becomes a Restricted
Subsidiary after the Issue Date (regardless of whether through formation,
acquisition, merger or otherwise) to, concurrently with so becoming a Restricted
Subsidiary to become a Subsidiary Guarantor hereunder and execute and deliver to
the Trustee an endorsement of its Subsidiary Guaranty in the form of Exhibit C
attached hereto and a supplemental indenture in form reasonably satisfactory to
the Trustee, pursuant to which such Restricted Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes, this Indenture and
the Registration Rights Agreement as set forth in Section 10.1, and (b) such
Restricted Subsidiary to deliver to the Trustee an Opinion of Counsel, in form
reasonably satisfactory to the Trustee, to the effect that (i) such supplemental
indenture and such Subsidiary Guaranty have been duly authorized, executed and
delivered by such Restricted Subsidiary and (ii) such supplemental indenture and
such Subsidiary Guaranty constitute a legal, valid, binding and enforceable
obligation of such Restricted Subsidiary, subject to customary exceptions for
bankruptcy, fraudulent transfer and equitable principles.

         Each Note issued after the date of execution by any Subsidiary
Guarantor of a Subsidiary Guaranty shall be endorsed with a form of Subsidiary
Guaranty that has been executed by such Subsidiary Guarantor. However, the
failure of any Note to have endorsed thereon a Subsidiary Guaranty executed by
such Subsidiary Guarantor shall not affect the validity or enforceability of
such Subsidiary Guaranty against such Subsidiary Guarantor.

         Section 10.7      RELEASE OF SUBSIDIARY GUARANTORS.

         If all of the Capital Stock of any Subsidiary Guarantor is sold by the
Company or any of its Subsidiaries to a Person (other than the Company or any of
its Subsidiaries) and the Net Proceeds from such Asset Sale are used in
accordance with Section 4.10, then such Subsidiary Guarantor will be released
and discharged from all of its Obligations under its Subsidiary Guaranty of the
Notes and this Indenture.

                                       54
<PAGE>




                                   ARTICLE XI
                                SECURITY INTEREST

         Section 11.1      ASSIGNMENT OF SECURITY INTEREST.

                  (a) In order to secure the performance of the Company's
         obligation to pay the principal amount of, premium, if any, and
         interest on the Notes when and as the same shall be due and payable,
         whether at maturity or on an interest payment date, by acceleration,
         call for redemption or otherwise, and interest on the overdue principal
         of and premium, if any, and interest, if lawful, on the Notes and
         performance of all other Obligations of the Company to the Holders and
         the Trustee under this Indenture and the Notes, according to their
         terms hereunder or thereunder, the Company pursuant to the Security
         Documents has unconditionally and absolutely assigned to the Trustee
         for the benefit of itself and all Holders, a first priority security
         interest in the Collateral, subject to the limitations set forth in
         Section 4.12 (the "SECURITY INTEREST").

                  (b) The Security Interest as now or hereafter in effect shall
         be held for the Trustee and for the equal and ratable benefit and
         security of the Notes without preference, priority or distinction of
         any thereof over any other by reason, or difference in time, of
         issuance, sale or otherwise, and for the enforcement of the payment of
         principal of, premium, if any, and interest on the Notes in accordance
         with their terms.

                  (c) The Company represents and warrants that it has executed
         and delivered, filed and recorded and/or will execute and deliver, file
         and record, all instruments and documents, and has done or will do or
         cause to be done all such acts and other things as are necessary to
         subject the Collateral to the Lien of the Security Documents. The
         Company shall execute and deliver, file and record all instruments and
         do all acts and other things as may be reasonably necessary or
         advisable to perfect, maintain and protect the Security Interest and
         shall pay all filing, recording, mortgage or other taxes or fees
         incidental thereto.

                  (d) The Company shall furnish to the Trustee (i) promptly
         after the recording or filing, or re-recording or re-filing of the
         Security Documents and other security filings, an Opinion of Counsel
         (who may be counsel for the Company) stating that in the opinion of
         such counsel the Security Documents and other security filings have
         been properly recorded, filed, re-recorded or refiled so as to make
         effective and perfect the Security Interest intended to be created
         thereby and reciting the details of such action; and (ii) at least
         annually on the anniversary date of the execution and delivery of this
         Indenture, an Opinion of Counsel (who may be counsel for the Company)
         either stating that in the opinion of such counsel such action with
         respect to the recording, filing, rerecording or re-filing of the
         Security Documents and other security filings has been taken as is
         necessary to maintain the Lien and Security Interest of the Security
         Documents and other security filings, and reciting the details of such
         action, or stating that in the opinion of such counsel no such action
         is necessary to maintain such Lien and Security Interest. In giving the
         opinions required by this Section 11.1(d), such counsel may rely, to
         the extent recited in such opinions, on (i) certificates of relevant
         public officials; (ii) certificates of an officer or officers of the
         Company; (iii) photocopies of filed and recorded documents certified by
         public officials as being accurate copies of such documents; (iv) the
         opinions of other counsel reasonably acceptable to the Trustee with
         respect to matters governed by law of any jurisdiction other than the
         state in which such counsel is licensed to practice law; and (v) title
         insurance policies and commitments. In addition, such opinions may
         contain such qualifications, exceptions and limitations as are
         appropriate for similar opinions relating to the nature of the
         Collateral.

                                       55
<PAGE>




         Section 11.2      SUITS TO PROTECT THE COLLATERAL.

         To the extent permitted under the Security Documents and this
Indenture, the Trustee shall have power to institute and maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral
by any acts which may be unlawful or in violation of this Indenture or the
Security Documents and such suits and proceedings as the Trustee may deem
expedient to preserve or protect its interests and the interest of the Holders
in the Collateral and in the profits, rents, revenues and other income arising
therefrom (including power to institute an maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the Security Interest thereunder or be prejudicial to the interest
of the Holders or of the Trustee).

         Section 11.3      FURTHER ASSURANCES AND SECURITY.

         The Company represents and warrants that at the time the Security
Documents and this Indenture are executed, the Company (i) will have full right,
power and lawful authority to grant, bargain, sell, release, convey,
hypothecate, assign, mortgage, pledge, transfer and confirm, absolutely, the
Collateral, in the manner and form done, or intended to be done, in the Security
Documents, free and clear of all Liens, except for the Lines (1) created by the
Security Documents, (2) to the extent otherwise provided in the Security
Documents and (3) Liens contested in good faith or arising by operation of law
and not by contract, and will forever warrant and defend the title to the same
against the claims of all Persons whatsoever; (ii) will execute, acknowledge and
deliver to the Trustee, at the Company's expense, at any time and from time to
time such further assignments, transfer, assurances or other instruments as may,
in the opinion of the Trustee, be required to effectuate the terms of this
Indenture or the Security Documents; and (iii) will at any time and from time to
time do or cause to be done all such acts and things as may be necessary or
proper, or as may be required by the Trustee, to assure and confirm to the
Trustee the Security Interest in the Collateral contemplated hereby and by the
Security Documents. Notwithstanding the foregoing, but subject to Section 4.12,
Collateral may be encumbered by a Lien if, immediately after the creation of the
Lien, the Collateral encumbered by the Lien constitutes Excluded Assets.

         Section 11.4      RELEASE OF COLLATERAL.

                  (a) The Trustee shall release Collateral that is sold,
         conveyed or disposed of in compliance with Section 4.10(a); PROVIDED,
         that the Company shall apply the Net Proceeds in accordance with
         Section 4.10(a) hereof, and the Officer's Certificate referred to below
         shall certify that the Net Proceeds have been or will be so applied.

                  (b) If a portion of the Collateral becomes an Excluded Asset
         after the Issue Date, the Trustee shall, simultaneous with the granting
         of the applicable Permitted Lien, release the Lien in favor of the
         Trustee in such Excluded Asset; PROVIDED, that the Officer's
         Certificate referred to below shall certify that the assets
         constituting the Collateral following such release include all of the
         assets (including, without limitation, sufficient parking space)
         necessary to permit the Company to conduct the Related Business in the
         same manner as such business is conducted on the Issue Date.

                  (c) The Company shall cause the Net Proceeds of any Asset Sale
         pursuant to Section 4.10 that involves Collateral to be deposited in
         the Collateral Account on the Business Day on which such Net Proceeds
         are received by the Company or such Subsidiary. Collateral Proceeds may
         be released from the Collateral Account in order to, and only in order
         to, apply such Collateral Proceeds in accordance with Section 4.10(a);
         PROVIDED, that upon application of such Collateral proceeds in
         accordance with Section 4.10(a)(iii)(1) the Trustee shall have received
         a first priority security

                                       56
<PAGE>



         interest in the assets invested in by the Company or any of its
         Restricted Subsidiaries in connection therewith.

                  (d) Prior to releasing any Collateral pursuant to this Section
         11.4, the Company shall deliver to the Trustee each of the following:

                           (i) an Officers' Certificate, dated the date on which
                  Collateral shall be released (the "COLLATERAL RELEASE DATE"),
                  stating in substance as to certain matters (which statements
                  shall, on the Collateral Release Date, be true), including the
                  following:

                                    (1) the reason the Company is requesting a
                           release of the Collateral and a description of the
                           use to be made of the Collateral to be released;

                                    (2) that, in case of the application of Net
                           Proceeds in accordance with Section 4.10(a)(iii)(1),
                           the Company and/or its Restricted Subsidiaries, as
                           the case may be, have taken all steps necessary or
                           desirable so that upon such application of Net
                           Proceeds the Trustee shall receive a first priority
                           security interest in the assets invested in by the
                           Company or its Restricted Subsidiaries;

                                    (3) that no Default or Event of Default has
                           occurred and is continuing at the time of or after
                           giving effect to such release of Collateral; and

                                    (4) that all conditions precedent in this
                           Indenture and the Security Documents relating to the
                           release of the Collateral have been complied with.

                           (ii) An Opinion of Counsel stating that the
                  certificate, opinions or other instruments which have been or
                  are therewith delivered to and deposited with the Trustee
                  conform to the requirements of this Indenture, that the
                  Collateral to be released may be lawfully released from the
                  Lien of the Security Documents and that all conditions
                  precedent in this Indenture and the Security Documents
                  relating to such release (including, without limitation, the
                  requirement that the Trustee receive a first priority security
                  interest in any assets invested in) have been complied with.

                  Upon receipt of such Officer's Certificate and Opinion of
         Counsel, the Trustee shall execute, deliver or acknowledge any
         necessary or proper instruments of termination, satisfaction or release
         to evidence the release of any Collateral permitted to be released
         pursuant to this Indenture.

         Section 11.5      RELIANCE ON OPINION OF COUNSEL.

         The Trustee shall, before taking any action under this Article XI, be
entitled to receive an Opinion of Counsel, stating the legal effect of such
action, the steps necessary to consummate the same and to perfect the Trustee's
priority with respect to any Lien in connection therewith and that such action
will not be in contravention of the provisions thereof or this Indenture and
such opinion shall be full protection to the Trustee for any action taken or
omitted to be taken in reliance thereon.

         Section 11.6      PURCHASER MAY RELY.

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<PAGE>



         A purchaser in good faith of the Collateral or any part thereof or
interest therein which is purported to be transferred, granted or released by
the Trustee as provided in this Article XI shall not be bound to ascertain, and
may rely on the authority of the Trustee to execute, transfer, grant or release,
or to inquire as to the satisfaction of any conditions precedent to the exercise
of such authority, or to see to the application of the purchase price therefor.

         Section 11.7      PAYMENT OF EXPENSES.

         On demand of the Trustee, the Company forthwith shall pay or
satisfactorily provide for the payment of all reasonable expenditures incurred
by the Trustee under this Article XI, including, without limitation, the costs
of title insurance, surveys, attorneys' fees and expenses, recording fees and
taxes, transfer taxes, taxes on indebtedness and other expenses incidental
thereto and al such sums shall be a Lien upon the Collateral prior to the Notes
and shall be secured thereby.

         Section 11.8      ADDITIONAL COLLATERAL.

         The Company shall, and shall cause each of the Subsidiary Guarantors
to, grant to the Trustee a first priority security interest in all Collateral,
whether owned on the Issue Date or thereafter acquired, and to execute and
deliver all documents and take all action necessary or desirable to perfect and
protect such a security interest in favor of the Trustee.

                                   ARTICLE XII
                                  MISCELLANEOUS

         Section 12.1      TRUST INDENTURE ACT CONTROLS.

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

         Section 12.2      NOTICES.

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

         If to the Company:

         Louisiana Casino Cruises, Inc.
         1717 North River Road
         Baton Rouge, Louisiana 70802
         Attention:  General Manager
         Telecopier No.:  (225) 709-7770

         with copies to:

         W. Peter Temling
         Carnival Resorts & Casinos
         3250 Mary Street, 5th Floor
         Miami, Florida  33133
         Telecopier No.: (305) 445-4261

         and

                                       58
<PAGE>



         Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
         150 West Flagler Street, Suite 2200
         Miami, Florida  33130
         Attention:  Richard E. Schatz
         Telecopier No.: (305) 789-3395

         If to the Trustee:

         U.S. Bank Trust National Association
         180 East 5th Street
         St. Paul, Minnesota  55101
         Attention:  Corporate Trust Administration
         Telecopier No.:  (651) 244-0711

         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; upon receipt, if deposited in the mail, postage prepaid; 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.
All notices and communications to the Trustee shall be deemed to have been duly
given only if actually received by the Trustee.

         Any notice or communication to a Holder shall be mailed by first-class
mail, to his address shown on the register kept by the Registrar. 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 communication is mailed in the manner provided above within
the time prescribed, it is duly given, regardless of whether 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 12.3      COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

         Section 12.4      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 12.5) 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 complied with; and

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 12.5) stating that, in the opinion of such counsel,
         all such conditions precedent and covenants have been complied with.

                                       59
<PAGE>




         Section 12.5      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall 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 has
         made such examination or investigation as is necessary to enable him to
         express an informed opinion as to regardless of whether such covenant
         or condition has been complied with; and

                  (d) a statement as to regardless of whether, in the opinion of
         such Person, such condition or covenant has been complied with,

PROVIDED that with respect to matters of fact, an Opinion of Counsel may rely
upon an Officers' Certificate or a certificate of a public official.

         Section 12.6      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 12.7      LEGAL HOLIDAYS.

         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 for the intervening period.

         Section 12.8      NO RECOURSE AGAINST OTHERS.

         No director, officer, employee, incorporator, stockholder or
controlling person of the Company or any Subsidiary Guarantor, as such, shall
have any liability for any obligations of the Company or any Subsidiary
Guarantor under the Notes, this Indenture or the Registration Rights Agreement
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 shall be part of the consideration for the
issuance of the Notes and the Subsidiary Guaranties. Notwithstanding the
foregoing, nothing in this provision shall be construed as a waiver or release
of any claims under the federal securities laws.

         Section 12.9      GOVERNING LAW.

         THIS INDENTURE SHALL BE CONSTRUED AND INTERPRETED, AND THE RIGHTS OF
THE PARTIES DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). THE COMPANY
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW

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YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.
THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO
UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY
IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS ADDRESS SET FORTH HEREIN,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF ANY PURCHASER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY IN ANY OTHER JURISDICTION.

         Section 12.10     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

         Section 12.11     SUCCESSORS.

         All agreements of the Company and any Subsidiary Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successor.

         Section 12.12     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 12.13     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 12.14     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 hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                            (SIGNATURE PAGES FOLLOW.)

                                       61
<PAGE>



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

                                    COMPANY:

                                    LOUISIANA CASINO CRUISES, INC.

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

Attest:

----------------------------------
Name:

                                    TRUSTEE:

                                    U.S. BANK TRUST NATIONAL ASSOCIATION, as
                                    Trustee

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


<PAGE>
                                                                      EXHIBIT A

                               (Face of Security)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.1

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH
OTHER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) AS PERMITTING
RESALES OF RESTRICTED SECURITIES BY NON-AFFILIATES WITHOUT RESTRICTION) AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE.

                         LOUISIANA CASINO CRUISES, INC.
                        11% Senior Secured Note due 2005

No.                                                       $_____________________
                                                          CUSIP NO.

         Louisiana Casino Cruises, Inc., a Louisiana corporation (the
"Company"), as obligor, for value received promises to pay to _________________
or registered assigns, the principal sum of____________________ Dollars on 
December 1, 2005.

         Interest Payment Dates: June 1 and December 1 and on the maturity date.

         Record Dates: May 15 and November 15 (regardless of whether a Business
         Day).

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

                                     LOUISIANA CASINO CRUISES, INC.

Dated:

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

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

Authenticated:
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee

By:
   ---------------------------------------
         AUTHORIZED SIGNATORY

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

         1/This paragraph should be included only if the Note is issued in
global form.

                                       A-1

<PAGE>
                               (Back of Security)

                         LOUISIANA CASINO CRUISES, INC.
                        11% Senior Secured Note due 2005

     1. INTEREST. Louisiana Casino Cruises, Inc., a Louisiana corporation (the
"Company"), as obligor, promises to pay interest on the principal amount of this
Note at the rate and in the manner specified below.

     The Company shall pay, in cash, interest on the principal amount of this
Note, at the rate of 11.00% per annum. The Company shall pay interest
semi-annually on June 1 and December 1 of each year, and on the maturity date,
commencing on June 1, 1999, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date").

     Interest shall be computed on the basis of a 360-day year consisting of
twelve 30-day months. Interest shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from January 27, 1999.
To the extent lawful, the Company shall pay interest on overdue principal at the
then applicable interest rate on the Notes; the Company shall pay interest on
overdue installments of interest (without regard to any applicable grace
periods) at the same rate to the extent lawful.

     2. METHOD OF PAYMENT. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the record date next preceding the Interest Payment Date,
even if such Notes are cancelled after such record date and on or before such
Interest Payment Date. The Holder must surrender this Note to a Paying Agent to
collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company may pay principal and interest
by check to a Holder's registered address.

     3. PAYING AGENT AND REGISTRAR. Initially, the Trustee shall act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or
co-registrar without notice to any Holder. Subject to certain exceptions, the
Company or any of its Subsidiaries may act in any such capacity.

     4. INDENTURE. The Company has issued the Notes under an Indenture dated as
of January 27, 1999 (the "Indenture") among the Company, any future Subsidiary
Guarantors 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 (the "TIA") (15 U.S. Code ss.ss. 77aaa-77bbbb) as in
effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA and thereafter as in effect on the date the Indenture is
so qualified. The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. The terms of the
Indenture shall govern any inconsistencies between the Indenture and the Notes.
Terms not otherwise defined herein shall have the meanings assigned in the
Indenture. The aggregate principal amount of Notes that may be authenticated and
delivered under the Indenture is unlimited.

     5. OPTIONAL REDEMPTION. Except as set forth below, the Notes are not
redeemable at the Company's option prior to December 1, 2002. Thereafter, the
Notes will be subject to redemption at the option of the Company, in whole or in
part, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest thereon, if any, to the
applicable redemption date, if redeemed during the 12-month period beginning on
December 1 of the years indicated below:

YEAR                                            PERCENTAGE
----                                            ----------
2002........................................... 105.50%
2003........................................... 102.75%
2004 and thereafter............................ 100.00%

                                      A-2

<PAGE>

     Notwithstanding the foregoing, at any time or from time to time prior to
December 1, 2001, the Company may, at its option, redeem up to one-third of the
original principal amount of the Notes issued on or after the Issue Date, at a
redemption price of 111.00% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the applicable redemption date, with the net cash
proceeds of one or more Public Equity Offerings; PROVIDED, that (a) such
redemption shall occur within 60 days of the date of closing of such public
offering and (b) at least two-thirds of the aggregate principal amount of Notes
issued on or after the Issue Date remains outstanding immediately after giving
effect to each such redemption.

     6. MANDATORY REDEMPTION. There shall be no mandatory redemption of the
Notes.

     7. 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 Registrar and the Company need not exchange or
register the transfer (i) of any Note or portion of a Note selected for
redemption or (ii) 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.

     8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
its owner for all purposes, subject to the provisions of the Indenture with
respect to the record dates for the payment of interest.

     9. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Indenture or
the Notes may be amended with the written consent of the Holders of at least a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for Notes), and any
existing Default or Event of Default (except certain payment defaults) may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for Notes). Without the consent of any Holders, the
Indenture and the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for assumption of the Company's obligations
to the Holders in the case of a merger or consolidation, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to make
any change that would provide any additional rights or benefits to the Holders
of the Notes, or that does not adversely affect the legal rights under the
Indenture of any Holder, to release any Subsidiary Guaranty of the Notes
permitted to be released under the terms of the Indenture or to comply with
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA.

     10. DEFAULTS AND REMEDIES. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare by written notice to the Company and the Trustee
all the Notes to be due and payable immediately, except that in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes become due and payable immediately without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Company must furnish an
annual compliance certificate to the Trustee.

     11. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, 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 Trustee.

                                       A-3


<PAGE>



     12. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator, stockholder or controlling person of the Company or Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company
or any Subsidiary Guarantor under the Notes, the Indenture or the Registration
Rights Agreement 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 and the Subsidiary Guaranties.
Notwithstanding the foregoing, nothing in this provision shall be construed as a
waiver or release of any claims under the Federal securities laws.

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

     14. 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).

     15. 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 has directed the Trustee to 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.

     16. GOVERNING LAW. This Note and the Indenture shall be construed,
interpreted and the rights of the parties determined in accordance with the laws
of the State of New York, without regard to principles of conflicts of law,
except Section 5-1401 of the New York General Obligations Law.

     17. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT. Each Holder of
a Note, by its acceptance thereof, acknowledges and agrees to the provisions of
the Registration Rights Agreement, dated as of January 27, 1999, between the
Company and the Initial Purchaser (the "Registration Rights Agreement"),
including but not limited to the obligations of the Holders with respect to a
registration and the indemnification of the Company and the Initial Purchaser to
the extent provided therein.2

     Indenture and/or the Registration Rights Agreement. Requests may be made
to: Louisiana Casino Cruises, Inc., 1717 North River Road, Baton Rouge,
Louisiana 70802, Attention: General Manager.

--------
     2/This paragraph should be included only in the Series A Notes.

                                       A-4


<PAGE>
                                 ASSIGNMENT FORM

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________



Date:_________________________

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

                                    Tax Identification Number:__________________

Signature Guaranty*

_____________________________



*        NOTICE:           The signature must be guaranteed by an institution 
                           which is a member of one of the following recognized 
                           signature guarantee programs:

                           (1) The Securities Transfer Agent Medallian Program
                               (STAMP); 
                           (2) The New York Stock Exchange Medallian Program 
                               (MSP); 
                           (3) The Stock Exchange Medallian Program (SEMP).

                                       A-5


<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have all or any part of this Note purchased by
the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, as the
case may be, state the amount you elect to have purchased (if all, write "ALL"):

$______________



Date:__________________________

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

Signature Guaranty*

___________________________

*        NOTICE:           The signature must be guaranteed by an institution 
                           which is a member of one of the following recognized 
                           signature guarantee programs:

                           (1) The Securities Transfer Agent Medallian Program
                               (STAMP); 
                           (2) The New York Stock Exchange Medallian Program 
                               (MSP); 
                           (3) The Stock Exchange Medallian Program (SEMP).

                                       A-6


<PAGE>
                   SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES3

                  The following exchanges of a part of this Global Note for
Definitive Notes have been made:
<TABLE>
<CAPTION>
                                                                   PRINCIPAL AMOUNT OF
                   AMOUNT OF DECREASE IN   AMOUNT OF INCREASE IN   THIS GLOBAL NOTE
                   PRINCIPAL AMOUNT OF     PRINCIPAL AMOUNT OF     FOLLOWING SUCH DECREASE   SIGNATURE OF AUTHO-
DATE OF EXCHANGE   THIS GLOBAL NOTE        THIS GLOBAL NOTE        (OR INCREASE)             RIZED OFFICER OF TRUSTEE
---------------------------------------------------------------------------------------------------------------------
<S>                <C>                     <C>                     <C>                       <C>

</TABLE>


--------
         3/This should only be included if the Note is issued in global form.

                                       A-7


<PAGE>
                                                                      EXHIBIT B

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                      OR REGISTRATION OF TRANSFER OF NOTES

Re:      [Series A] [Series B] 11% Senior Secured Notes due 2005 (the "Notes")
         of Louisiana Casino Cruises, Inc.

         This Certificate relates to $_________________________ principal amount
of Notes held in /ballot box/ book-entry or *o definitive form by ______________
(the "Transferor").

The Transferor, by written order, has requested the Trustee:

/ballot box/  to deliver in exchange for its beneficial interest in the
              Global Note held by the depositary, a Note or Notes in definitive,
              registered form of authorized denominations and an aggregate
              principal amount equal to its beneficial interest in such Global
              Note (or the portion thereof indicated above); or

/ballot box/  to exchange or register the transfer of a Note or Notes. In
              connection with such request and in respect of each such Note, the
              Transferor does hereby certify that Transferor is familiar with
              the Indenture relating to the above captioned Notes and, the
              transfer of this Note does not require registration under the
              Securities Act of 1933, as amended (the "Securities Act") because
              such Note:

              /ballot box/  is being acquired for the Transferor's own
                            account, without transfer;

              /ballot box/  is being transferred pursuant to an effective
                            registration statement;

              /ballot box/  is being transferred to a "qualified
                            institutional buyer" (as defined in Rule 144A under
                            the Securities Act), in reliance on such Rule 144A;

              /ballot box/  is being transferred pursuant to an exemption
                            from registration in accordance with Rule 904 under
                            the Securities Act;**

              /ballot box/  is being transferred pursuant to Rule 144 under
                            the Securities Act;** or

              /ballot box/  is being transferred pursuant to another
                            exemption from the registration requirements of the
                            Securities Act (explain:____________________________
                            _________________________________________).**



                            ____________________________________________________
                            [INSERT NAME OF TRANSFEROR]

                            By:_________________________________________________


Date:______________________

         *        Check applicable box.
         **       If this box is checked, this certificate must be accompanied
                  by an opinion of counsel to the effect that such transfer is
                  in compliance with the Securities Act.

                                       B-1


<PAGE>
                                                                      EXHIBIT C

                          [Form of Subsidiary Guaranty]

                                    GUARANTY

         For good and valuable consideration received from the Company by the
undersigned (hereinafter referred to as the "Subsidiary Guarantors," which term
includes any successor or additional Subsidiary Guarantors), the receipt and
sufficiency of which is hereby acknowledged, subject to Section 10.9 of the
Indenture, each Subsidiary Guarantor, jointly and severally, hereby
unconditionally guarantees, irrespective of the validity or enforceability of
the Indenture, the Notes, the Registration Rights Agreement or the Obligations
of any party under the Notes, the Indenture or the Registration Rights
Agreement, (a) the due and punctual payment of the principal and premium, if
any, of and interest on the Notes (including, without limitation, interest after
the filing of a petition initiating any proceedings referred to in Sections
6.1(j) or (k) of the Indenture), whether at maturity or on an interest payment
date, by acceleration, call for redemption or otherwise, (b) the due and
punctual payment of interest on the overdue principal and premium, if any, of
and interest, if any, on the Notes, if lawful, (c) the due and punctual payment
and performance of all other Obligations of the Company under the Indenture, the
Notes and the Registration Rights Agreement, all in accordance with the terms
set forth in the Indenture and (d) in case of any extension of time of payment
or renewal of any Notes or any of such other Obligations under the Indenture,
the Notes or the Registration Rights Agreement, the due and punctual payment or
performance thereof in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise.

         No director, officer, employee, incorporator, stockholder or
controlling person of the Subsidiary Guarantor, as such, shall have any
liability under this Subsidiary Guaranty for any obligations of the Subsidiary
Guarantor under the Notes, the Indenture or the Registration Rights Agreement or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of the Notes by accepting a Note waives and releases
all such liability.

                                      __________________________________________

                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________

                                       C-1