<PAGE>

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




                               EPIC RESORTS, LLC
                               EPIC CAPITAL CORP.

                                  as Issuers,

                   The Subsidiary Guarantors Named Herein or
               which become a party pursuant to Article 10 hereof

                                      and

                    UNITED STATES TRUST COMPANY OF NEW YORK

                                   as Trustee



                                  $130,000,000
             13% Senior Secured Redeemable Notes Due 2005, Series A
             13% Senior Secured Redeemable Notes Due 2005, Series B



                         FIRST  SUPPLEMENTAL  INDENTURE







                          Dated as of January 7, 1999




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

<PAGE>


          THIS FIRST SUPPLEMENTAL INDENTURE (the "FIRST SUPPLEMENTAL 
INDENTURE"), dated as of January 7, 1999, between EPIC RESORTS, LLC, a 
Delaware limited liability company ("EPIC"), EPIC CAPITAL CORP., a Delaware 
corporation ("CAPITAL CORP.", and together with Epic, the "ISSUERS"), the 
Subsidiary Guarantors named on the Signature Page hereto (the "SUBSIDIARY 
GUARANTORS"), Epic Resorts - Vacation Showplace, a Delaware limited liability 
company ("SHOWPLACE"), Epic Resorts Management, LLC,  a Delaware limited 
liability company ("MANAGEMENT"), Epic Marketing, LLC, a Delaware limited 
liability company ("MARKETING") and UNITED STATES TRUST COMPANY OF NEW YORK, 
a banking corporation organized and existing under the laws of the State of 
New York, in its capacity as trustee (the "TRUSTEE").

                                   RECITALS:

     A.   The Issuers, the Subsidiary Guarantors and Trustee entered into 
that certain Indenture, dated as of July 8, 1998 (the "INDENTURE").

     B.   On September 3, 1998, Epic formed two new subsidiaries, Showplace 
and Management, and on October 5, 1998, Epic formed another new subsidiary, 
Marketing.  Each subsidiary was formed as a limited liability company under 
the laws of the State of Delaware.  Showplace, Management and Marketing are 
sometimes collectively referred to herein as the "New Subsidiary Guarantors."

     C.   The amendments to the Indenture as hereinafter set forth are 
permitted under Section 9.01(a)(iv) of the Indenture without the consent of 
any Securityholder.  The Issuers have delivered, or caused to be delivered to 
the Trustee, an opinion of counsel to that effect.

     D.   This First Supplemental Indenture has been duly authorized by all 
necessary corporate action on the part of the Issuers, the Subsidiary 
Guarantors and each New Subsidiary Guarantor.

     E.   The Issuers have delivered, or caused to be delivered to the 
Trustee, an Officer's Certificate and an Opinion of Counsel stating that all 
conditions precedent and covenants, if any, provided for in the Indenture 
relating to this First Supplemental Indenture have been satisfied.

                                   AGREEMENT:  

     The Issuers, the Subsidiary Guarantors, the New Subsidiary Guarantors 
and the Trustee mutually covenant and agree for the equal and proportionate 
benefit of the respective Holders from time to time of the Securities as 
follows:

     SECTION 1.     DEFINITIONS.  Capitalized terms used in this First 
Supplemental Indenture and not otherwise defined herein have the meanings 
given them in the Indenture.

     SECTION 2.     ADDITIONAL SUBSIDIARY GUARANTORS.

     2.1. RESTRICTED SUBSIDIARIES.  None of the New Subsidiary Guarantors has 
been designated as an Unrestricted Subsidiary pursuant to Section 4.19 of the 
Indenture, and therefore

<PAGE>

each New Subsidiary Guarantor constitutes a Restricted Subsidiary as defined 
in Section 1.01 of the Indenture.

     2.2. DELIVERY OF ADDITIONAL SUBSIDIARY GUARANTEES.  Pursuant to Section 
4.20 of the Indenture, the Issuers have, through the execution of this First 
Supplemental Indenture in accordance with Sections 10.02 and 10.07 of the 
Indenture, caused each of the New Subsidiary Guarantors to execute and 
deliver a Subsidiary Guarantee of the Securities, and each of the New 
Subsidiary Guarantors hereafter constitutes, subject to and in accordance 
with the terms of the Indenture, and for all purposes of the Indenture shall 
be a Subsidiary Guarantor under the Indenture.

     2.3  ASSUMPTION OF OBLIGATIONS OF INDENTURE.  By executing this First 
Supplemental Indenture, each of the New Subsidiary Guarantors agree to be 
bound by all of the terms, conditions and obligations of the Indenture 
applicable to the Subsidiary Guarantors, specifically including Section 10.01 
of Article 10 thereof.

     SECTION 3.     MISCELLANEOUS. 

     3.1. EFFECT AND OPERATION OF FIRST SUPPLEMENTAL INDENTURE.  This First 
Supplemental Indenture shall be effective upon the execution and delivery 
hereof by the Issuers, the Subsidiary Guarantors, the New Subsidiary 
Guarantors and the Trustee. The Indenture shall be supplemented and amended 
in accordance therewith, and this First Supplemental Indenture shall form a 
part of the Indenture for all purposes, and every Security heretofore or 
hereafter authenticated and delivered under the Indenture shall be bound 
thereby.  Except as supplemented hereby, all provisions of the Indenture 
shall remain in full force and effect.   

     3.2. INDENTURE AND FIRST SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER.  
This First Supplemental Indenture is an indenture supplemental to and in 
implementation of the Indenture, and the Indenture and this First 
Supplemental Indenture shall from the date hereof be read and construed 
together.

     3.3. CONFIRMATION AND PRESERVATION OF THE INDENTURE.  The Indenture, as 
supplemented by this First Supplemental Indenture, is in all respects 
confirmed and preserved.

     3.4. CONFLICT WITH TRUST INDENTURE ACT.  If any provision of this First 
Supplemental Indenture limits, qualifies or conflicts with any provision of 
the Trust Indenture Act of 1939, as amended (the "ACT"), that is required 
under such Act to be part of and govern any provision of this First 
Supplemental Indenture, the provisions of such Act shall control.  If any 
provision of this First Supplemental Indenture modifies or excludes any 
provision of the Act that may be so modified or excluded, the provisions of 
the Act shall be deemed to apply to the Indenture as so modified or to be 
excluded by this First Supplemental Indenture, as the case may be.

     3.5. SEPARABILITY.  In case any provision of this First Supplemental 
Indenture 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.

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

                                       2

<PAGE>

     3.7. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE.  Nothing in the 
Indenture, this First Supplemental Indenture or the Securities, express or 
implied, shall give to any Person, other than the parties hereto and thereto 
and their successors hereunder and thereunder, and the Securityholders, any 
benefit of any legal or equitable right, remedy or claim under the Indenture 
as supplemented and amended hereby or the Securities.

     3.8. SUCCESSORS AND ASSIGNS.   All covenants and agreements in this 
First Supplemental Indenture by the Issuers, the Subsidiary Guarantors and 
the New Subsidiary Guarantors shall bind their successors and assigns, 
whether so expressed or not.

     3.9. NEW YORK LAW TO GOVERN.   This First Supplemental Indenture shall 
be governed by and construed in accordance with the laws of the State of New 
York but without giving effect to applicable principles of conflicts of law 
to the extent that the application of the laws of another jurisdiction would 
be required thereby.

     3.10. COUNTERPARTS.   This First Supplemental Indenture may be executed 
in counterparts, each of which shall be an original, but all such 
counterparts shall together constitute one and the same instrument.

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

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

                              EPIC RESORTS, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              EPIC CAPITAL CORP.


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                                       3

<PAGE>

                              EPIC RESORTS  - VACATION SHOWPLACE, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              EPIC RESORTS MANAGEMENT, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              EPIC MARKETING, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              EPIC TRAVEL, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              EPIC RESORTS - PALM SPRINGS MARQUIS 
                              VILLAS, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              EPIC RESORTS - SCOTTSDALE LINKS 
                              RESORT, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President

                                       4

<PAGE>

                              EPIC RESORTS - HILTON HEAD RESORT, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              EPIC RESORTS - WESTPARK RESORT, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              DAYTONA BEACH REGENCY, LTD., by Resort    
                              Management, LLC, its general partner


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title: President


                              LONDON BRIDGE RESORT, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              EPIC WARRANT CO.


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              RESORT MANAGEMENT, LLC


                              By: /s/ T. F. Flatley
                                 ----------------------------------------
                                    Title:  President


                              RESORT INVESTMENT, LLC


                              By: /s/ T. F. Flatley                       
                                 ---------------------------------------- 
                                    Title:  President

                                       5

<PAGE>

                              UNITED STATES TRUST COMPANY OF
                              NEW YORK, as Trustee


                              By: /s/ Illegible
                                 ----------------------------------------
                                    Title: Vice President

                                       6