exv4w1






EXHIBIT 4.1




 

 






AMERISTAR CASINOS, INC.




Company




CACTUS PETE’S, INC.

AMERISTAR CASINO VICKSBURG, INC.

AMERISTAR CASINO COUNCIL BLUFFS, INC.

AMERISTAR CASINO LAS VEGAS, INC.

A.C. FOOD SERVICES, INC.

AMERISTAR CASINO ST. LOUIS, INC.

AMERISTAR CASINO KANSAS CITY, INC.

AMERISTAR CASINO ST. CHARLES, INC.

AMERISTAR CASINO BLACK HAWK, INC.

AMERISTAR EAST CHICAGO HOLDINGS, LLC

AMERISTAR CASINO EAST CHICAGO, LLC




Initial Guarantors




91/4% SENIOR NOTES DUE 2014




INDENTURE




Dated as of May 27, 2009




DEUTSCHE BANK TRUST COMPANY AMERICAS




Trustee




 

 







 









 








CROSS-REFERENCE TABLE*




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	310 (a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311 (a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312 (a)
	 	2.05
	(b)
	 	13.03
	(c)
	 	13.03
	313 (a)
	 	7.06
	(b)(2)
	 	7.06; 7.07
	(c)
	 	7.06; 13.02
	(d)
	 	7.06
	314 (a)
	 	4.03; 13.02; 13.05
	(c)(1)
	 	13.04
	(c)(2)
	 	13.04
	(c)(3)
	 	N.A.
	(e)
	 	13.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	7.05; 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316 (a)(last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.12
	317 (a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318 (a)
	 	13.01
	(b)
	 	N.A.
	(c)
	 	13.01








 




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






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION

	BY REFERENCE

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	27	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	28	 
	Section 1.04 Rules of Construction
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 2

	 
	 	 	 	 
	THE NOTES

	 
	 	 	 	 
	Section 2.01 Form and Dating
	 	 	28	 
	Section 2.02 Execution and Authentication
	 	 	29	 
	Section 2.03 Registrar and Paying Agent
	 	 	30	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	30	 
	Section 2.05 Holder Lists
	 	 	30	 
	Section 2.06 Transfer and Exchange
	 	 	30	 
	Section 2.07 Replacement Notes
	 	 	42	 
	Section 2.08 Outstanding Notes
	 	 	42	 
	Section 2.09 Treasury Notes
	 	 	43	 
	Section 2.10 Temporary Notes
	 	 	43	 
	Section 2.11 Cancellation
	 	 	43	 
	Section 2.12 Defaulted Interest
	 	 	43	 
	Section 2.13 CUSIP Numbers
	 	 	44	 
	 
	 	 	 	 
	ARTICLE 3

	 
	 	 	 	 
	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	44	 
	Section 3.02 Selection of Notes to Be Redeemed or Purchased
	 	 	44	 
	Section 3.03 Notice of Redemption
	 	 	45	 
	Section 3.04 Effect of Notice of Redemption
	 	 	46	 
	Section 3.05 Deposit of Redemption or Purchase Price
	 	 	46	 
	Section 3.06 Notes Redeemed or Purchased in Part
	 	 	46	 
	Section 3.07 Optional Redemption
	 	 	46	 
	Section 3.08 Mandatory Redemption
	 	 	49	 
	Section 3.09 Offer to Purchase by Application of Excess Proceeds
	 	 	49	 






-i-









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 4

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	51	 
	Section 4.02 Maintenance of Office or Agency
	 	 	51	 
	Section 4.03 Reports
	 	 	51	 
	Section 4.04 Compliance Certificate
	 	 	52	 
	Section 4.05 Taxes
	 	 	52	 
	Section 4.06 Stay, Extension and Usury Laws
	 	 	53	 
	Section 4.07 Restricted Payments
	 	 	53	 
	Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries
	 	 	58	 
	Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	59	 
	Section 4.10 Asset Sales
	 	 	60	 
	Section 4.11 Transactions with Affiliates
	 	 	62	 
	Section 4.12 Liens
	 	 	63	 
	Section 4.13 Line of Business
	 	 	63	 
	Section 4.14 Legal Existence
	 	 	64	 
	Section 4.15 Offer to Repurchase Upon Change of Control
	 	 	64	 
	Section 4.16 No Layering
	 	 	65	 
	Section 4.17 Additional Subsidiary Guarantees
	 	 	65	 
	Section 4.18 Designation of Restricted and Unrestricted Subsidiaries
	 	 	65	 
	 
	 	 	 	 
	ARTICLE 5

	 
	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 
	Section 5.01 Merger, Consolidation, or Sale of Assets
	 	 	66	 
	Section 5.02 Successor Person Substituted
	 	 	68	 
	 
	 	 	 	 
	ARTICLE 6

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	68	 
	Section 6.02 Acceleration
	 	 	69	 
	Section 6.03 Other Remedies
	 	 	70	 
	Section 6.04 Waiver of Past Defaults
	 	 	70	 
	Section 6.05 Control by Majority
	 	 	71	 
	Section 6.06 Limitation on Suits
	 	 	71	 
	Section 6.07 Rights of Holders of Notes to Receive Payment
	 	 	71	 
	Section 6.08 Collection Suit by Trustee
	 	 	71	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	72	 
	Section 6.10 Priorities
	 	 	72	 
	Section 6.11 Undertaking for Costs
	 	 	72	 
	Section 6.12 Remedies Subject to Applicable Law
	 	 	73	 
















 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 7

	 
	 	 	 	 
	TRUSTEE

	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	73	 
	Section 7.02 Rights of Trustee
	 	 	74	 
	Section 7.03 Individual Rights of Trustee
	 	 	75	 
	Section 7.04 Trustee’s Disclaimer
	 	 	75	 
	Section 7.05 Notice of Defaults
	 	 	75	 
	Section 7.06 Reports by Trustee to Holders of the Notes
	 	 	75	 
	Section 7.07 Compensation and Indemnity
	 	 	76	 
	Section 7.08 Replacement of Trustee
	 	 	76	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	77	 
	Section 7.10 Eligibility; Disqualification
	 	 	77	 
	Section 7.11 Preferential Collection of Claims Against Company
	 	 	78	 
	 
	 	 	 	 
	ARTICLE 8

	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	78	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	78	 
	Section 8.03 Covenant Defeasance
	 	 	78	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	79	 
	Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other
Miscellaneous Provisions
	 	 	80	 
	Section 8.06 Repayment to Company
	 	 	80	 
	Section 8.07 Reinstatement
	 	 	81	 
	 
	 	 	 	 
	ARTICLE 9

	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	81	 
	Section 9.02 With Consent of Holders of Notes
	 	 	82	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	83	 
	Section 9.04 Revocation and Effect of Consents
	 	 	83	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	84	 
	Section 9.06 Trustee to Sign Amendments, etc.
	 	 	84	 
	 
	 	 	 	 
	ARTICLE 10

	 
	 	 	 	 
	[RESERVED]

	 
	 	 	 	 
	ARTICLE 11

	 
	 	 	 	 
	NOTE GUARANTIES

	 
	 	 	 	 
	Section 11.01 Guaranty
	 	 	84	 
	Section 11.02 Limitation on Guarantor Liability
	 	 	85	 
















 






	 	 	 	 	 
	 	 	Page	 
	Section 11.03 Execution and Delivery of Guaranty
	 	 	86	 
	Section 11.06 Releases
	 	 	87	 
	 
	 	 	 	 
	ARTICLE 12

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 12.01 Satisfaction and Discharge
	 	 	88	 
	Section 12.02 Application of Trust Money
	 	 	89	 
	 
	 	 	 	 
	ARTICLE 13

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 13.01 Trust Indenture Act Controls
	 	 	89	 
	Section 13.02 Notices
	 	 	89	 
	Section 13.03 Communication by Holders of Notes with Other Holders of Notes

	 	 	90	 
	Section 13.04 Certificate and Opinion as to Conditions Precedent
	 	 	91	 
	Section 13.05 Statements Required in Certificate or Opinion
	 	 	91	 
	Section 13.06 Rules by Trustee and Agents
	 	 	91	 
	Section 13.07 No Personal Liability of Directors, Officers, Employees and
Stockholders
	 	 	91	 
	Section 13.08 Governing Law
	 	 	92	 
	Section 13.09 No Adverse Interpretation of Other Agreements
	 	 	92	 
	Section 13.10 Successors
	 	 	92	 
	Section 13.11 Severability
	 	 	92	 
	Section 13.12 Counterpart Originals
	 	 	92	 
	Section 13.13 Table of Contents, Headings, etc.
	 	 	92	 
	Section 13.14 Waiver of Jury Trial
	 	 	92	 
	Section 13.15 Force Majeure
	 	 	92	 
	Section 13.16 Patriot Act
	 	 	93	 






EXHIBITS




	 	 	 	 	 
	Exhibit A

	 	-
	 	Form of Note
	Exhibit B

	 	-
	 	Form of Certificate of Transfer
	Exhibit C

	 	-
	 	Form of Certificate of Exchange
	Exhibit D

	 	-
	 	Form of Notation of Guaranty
	Exhibit E

	 	-
	 	Form of Supplemental Indenture
















 





          INDENTURE dated as of May 27, 2009 among Ameristar Casinos, Inc., a Nevada corporation, the
Guarantors (as defined) and Deutsche Bank Trust Company Americas a New York banking corporation, as
trustee.



          The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders (as defined) of the 91/4% Senior Notes due 2014 (the
“Notes”):



ARTICLE 1




DEFINITIONS AND INCORPORATION

BY REFERENCE




Section 1.01 Definitions.




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



          “Acquired Debt” means, with respect to any specified Person, Indebtedness of another Person
and any of such other Person’s Subsidiaries existing at the time such other Person becomes a
Subsidiary of such Person or at the time it merges or consolidates with such Person or any of such
Person’s Subsidiaries or is assumed by such Person or any Subsidiary of such Person in connection
with the acquisition of assets from such other Person and in each case not Incurred by such Person
or any Subsidiary of such Person or such other Person in connection with, or in anticipation or
contemplation of, such other Person becoming a Subsidiary of such Person or such acquisition,
merger or consolidation.



          “additional interest” means all amounts, if any, payable pursuant to the provisions relating
to additional interest described in the Registration Rights Agreement.



          “Additional Notes” means additional Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.



          “Affiliate” means, when used with reference to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common control with, the
referent Person. For the purposes of this definition, the term “control” when used with respect to
any specified Person means the power to direct or cause the direction of management or policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms “affiliated,” “controlling,” and “controlled” have meanings
correlative of the foregoing. None of the Initial Purchasers of the Notes nor any of their
respective Affiliates shall be deemed, solely by virtue of acting in such capacity, to be an
Affiliate of any Obligor or of any of their respective Affiliates.



          “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.



          “Applicable Premium” means with respect to any Note on any redemption date, as determined by
the Company, the greater of:




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




     (2) the excess of:



 









 






     (a) the present value at such redemption date of (i) the redemption price of
the Note at December 1, 2011 (such redemption price being set forth in the table
appearing in Section 3.07(c)) plus (ii) all required interest payments due on the
Note through December 1, 2011 (excluding accrued but unpaid interest to the
redemption date), computed using a discount rate equal to the Treasury Rate as of
such redemption date plus 50 basis points; over




     (b) the principal amount of the Note.



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



          “Asset Acquisition” means:




     (1) an Investment by any Obligor in any other Person pursuant to which such Person
shall become an Obligor or a Restricted Subsidiary of an Obligor or shall be merged into, or
with any Obligor or Restricted Subsidiary of an Obligor, or




     (2) the acquisition by any Obligor of assets of any Person comprising a division or
line of business of such Person or all or substantially all of the assets of such Person.



          “Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other
than operating leases entered into in the ordinary course of business), assignment or other
disposition (for purposes of this definition, each a “disposition”) by any Obligor (including,
without limitation, pursuant to any sale and leaseback transaction or any merger or consolidation
of any Restricted Subsidiary of the Company with or into another Person (other than another
Obligor) whereby such Restricted Subsidiary shall cease to be a Restricted Subsidiary of the
Company) to any Person of:




     (1) any property or assets of any Obligor (other than Capital Stock of any Unrestricted
Subsidiary) to the extent that any such disposition is not in the ordinary course of
business of such Obligor, or




     (2) any Capital Stock of any Restricted Subsidiary (other than directors’ qualifying
shares or shares required by law to be held by a Person other than the Company or a
Restricted Subsidiary),


other than, in both cases:





     (A) any disposition to the Company,




     (B) any disposition to any Obligor or Restricted Subsidiary,




     (C) any transaction or series of related transactions resulting in Net Cash Proceeds to
such Obligor of less than $20 million,




     (D) any transaction that is consummated in accordance with Article V,




     (E) the sale or discount, in each case without recourse (direct or indirect), of
accounts receivable arising in the ordinary course of business of the Company or such
Restricted Subsidiary, as the case may be, but only in connection with the compromise or
collection thereof,



-2-









 






     (F) any Permitted Lien or any other pledge, assignment by way of collateral security,
grant of security interest, hypothecation or mortgage, permitted by this Indenture or any
foreclosure, judicial or other sale, public or private, by the pledgee, assignee, mortgagee
or other secured party of the subject assets,




     (G) a disposition of assets constituting a Permitted Investment or a Restricted Payment
that is permitted by Section 4.07 hereof,




     (H) transfers of damaged, worn-out or obsolete equipment or assets that, in the
Company’s reasonable judgment, are no longer used or useful in the business of the Company
or its Restricted Subsidiaries, or




     (I) sales or grants of licenses or sublicenses to use the patents, trade secrets,
know-how and other intellectual property, and licenses, leases or subleases of other assets
of the Company or any Restricted Subsidiary to the extent not materially interfering with
the business of the Company and the Restricted Subsidiaries.



          “Bank Credit Agreement” means the credit facility provided to the Company pursuant to the
Credit Agreement, dated as of November 10, 2005, as amended, by and among the Company, the
financial institutions from time to time named therein, and Wells Fargo Bank, N.A., as Joint Lead
Arranger and Syndication Agent, Deutsche Bank Securities Inc., as Joint Lead Arranger, the
Documentation Agents and Managing Agents party thereto, and Deutsche Bank Trust Company Americas
(“DBTCA”), as Administrative Agent, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each case as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or otherwise), refinanced
(including by means of sales of debt securities to institutional investors or other purchasers),
modified, substituted or otherwise restructured (including, but not limited to, the inclusion of
additional borrowers thereunder), in whole or in part from time to time whether or not with the
same agent, trustee, representative lenders or holders and irrespective of any changes in the terms
and conditions thereof. Without limiting the generality of the foregoing, the term “Bank Credit
Agreement” shall include agreements in respect of Interest Swap Obligations and other Hedging
Obligations with lenders party to the Bank Credit Agreement or their affiliates.



          “Bankruptcy Law” means the United States Bankruptcy Code and any other bankruptcy, insolvency,
receivership, reorganization, moratorium or similar law providing relief to debtors, in each case,
as from time to time amended and applicable to the relevant case.



          “Board” means (1) with respect to a corporation, the board of directors of the corporation or
any committee thereof duly authorized to act on behalf of such board; (2) with respect to a
partnership, the board of directors (or any committee thereof duly authorized to act on behalf of
such board) or other similar governing body of the controlling general partner of the partnership;
(3) with respect to a limited liability company, the Person or Persons who are the managing member,
members or managers or any controlling committee or managing member, members or managers thereof;
and (4) with respect to any other Person, the board or committee or other body of such Person
serving a similar function.



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



          “Business Day” means any day other than a Legal Holiday.



          “Capital Stock” means:



-3-









 






     (1) with respect to any Person that is a corporation, any and all shares, rights,
interests, participations or other equivalents (however designated and whether or not
voting) of corporate stock, including each class of common stock and preferred stock of such
Person, and




     (2) with respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person.



          “Capitalized Lease Obligation” means, as to any Person, the discounted rental stream payable
by such Person that is required to be classified and accounted for as a capital lease obligation
under GAAP and, for purposes of this definition, the amount of such obligation at any date shall be
the capitalized amount of such obligation at such date, determined in accordance with GAAP. The
final maturity of any such obligation shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be terminated by the
lessee without penalty.



          “Cash Equivalents” means:




     (1) Government Securities;




     (2) marketable direct obligations issued by any state of the United States of America
or any political subdivision of any such state or any public instrumentality thereof
maturing within 12 months from the date of acquisition thereof by the Company or any
Restricted Subsidiary and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody’s;




     (3) certificates of deposit, eurodollar time deposits or bankers acceptances maturing
within 12 months from the date of acquisition thereof by the Company or any Restricted
Subsidiary and issued by any commercial bank organized under the laws of the United States
of America or any state thereof or the District of Columbia or any U.S. branch of a foreign
bank having, at the date of acquisition of the applicable Cash Equivalent, (a) combined
capital and surplus of not less than $500 million and (b) a rating of A- (or the equivalent)
from S&P or A3 (or the equivalent) from Moody’s or at least the equivalent rating from a
nationally recognized rating agency;




     (4) repurchase obligations with a term of not more than seven days after the date of
acquisition thereof by the Company or any Restricted Subsidiary for underlying securities of
the types described in clauses (1), (2), (3) and (5) hereof, entered into with any financial
institution meeting the qualifications specified in clause (3) above;




     (5) commercial paper having a rating of at least P-1 from Moody’s or a rating of at
least A-1 from S&P on the date of acquisition thereof by the Company or any Restricted
Subsidiary;




     (6) debt obligations of any corporation maturing within 12 months after the date of
acquisition thereof by the Company or any Restricted Subsidiary, having a rating of at least
“P-1” or “aaa” from Moody’s or “A-1” or “AAA” from S&P on the date of such acquisition; and




     (7) mutual funds and money market accounts investing at least 90% of the funds under
management in instruments of the types described in clauses (1) through (6) above and, in
each case, maturing within the period specified above for such instrument after the date of
acquisition thereof by any Obligor or Restricted Subsidiary.



-4-









 





          “Casino” means any gaming establishment and other property or assets directly ancillary
thereto or used in connection therewith, including any building, restaurant, hotel, theater,
parking facilities, retail shops, land, golf courses and other recreation and entertainment
facilities, marina, vessel, barge, ship and equipment.



          “Change of Control” means the occurrence of any of the following:




     (1) the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one transaction or a series of related transactions, of all or
substantially all of the assets of the Company, or the Company and its Restricted
Subsidiaries taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of
the Exchange Act) other than to a Permitted Holder or a Guarantor and other than a
transaction where the holders of the Capital Stock of the Company immediately prior to such
transaction own, directly or indirectly, not less than a majority of the Capital Stock of
the acquiring person,




     (2) the adoption, or, if applicable, the approval of any requisite percentage of the
Company’s stockholders of a plan relating to the liquidation or dissolution of the Company,




     (3) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as defined above) (other than a
Permitted Holder) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial
ownership” of all securities that such person has the right to acquire, whether such right
is currently exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the Voting Stock of the Company
(measured by voting power rather than number of shares), or




     (4) during any consecutive two-year period, individuals who at the beginning of such
period constituted the Board of the Company (together with any new directors whose election
to such Board or whose nomination for election by the stockholders of the Company was
approved by a vote of a majority of the directors of the Company 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) cease for any reason to constitute a majority of the
Board of the Company then in office.



          “Clearstream” means Clearstream Banking, S.A.



          “Company” means Ameristar Casinos, Inc., a Nevada corporation, and any and all successors
thereto that become party to this Indenture in accordance with its terms.



          “Consolidated Coverage Ratio” means, with respect to any Person on any date of determination,
the ratio of:




     (1) Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended prior to such date for which internal financial reports are available, ended
not more than 135 days prior to such date, to




     (2) Consolidated Interest Expense during such period;



provided, that the Consolidated Coverage Ratio shall be calculated giving pro forma effect, as of
the beginning of the applicable period, to any Asset Acquisition, Incurrence, repayment or
redemption of



-5-









 







Indebtedness (including the Notes), issuance or redemption of Disqualified Capital Stock, Asset Sale,
designation of an Unrestricted Subsidiary as a Restricted Subsidiary or designation of a Restricted
Subsidiary as an Unrestricted Subsidiary, at any time during or subsequent to such period, but on
or prior to the applicable Determination Date.



          In making such computation, Consolidated Interest Expense:




     (1) attributable to any Indebtedness bearing a floating interest rate shall be computed
on a pro forma basis as if the rate in effect on the date of computation had been the
applicable rate for the entire period (except that such interest on Indebtedness, to the
extent covered by agreements relating to Interest Swap Obligations, shall be deemed to
accrue at the rate per annum resulting after giving effect to the operation of such
agreements), or




     (2) attributable to interest on any Indebtedness under a revolving Credit Facility
shall be computed on a pro forma basis based upon the average daily balance of such
Indebtedness outstanding during the applicable period.



          It is understood that the Company may rely on internal or publicly reported financial reports
even though there may be subsequent adjustments (including review and audit adjustments) to such
financial statements. For avoidance of doubt, any action taken or not taken in compliance with a
covenant in this Indenture which is based upon or made in reliance on a computation of the
Consolidated Coverage Ratio by the Company based on such internal or publicly reported financial
statements, shall be deemed to continue to comply with the applicable covenant, notwithstanding any
subsequent adjustments that may result in changes to such internal or publicly reported financial
statements.



          For purposes of calculating Consolidated EBITDA and Consolidated Interest Expense of the
Company for the most recently completed period of four full fiscal quarters ending on the last day
of the last quarter for which internal financial statements are available (such period of four
fiscal quarters, the “Measurement Period”), not more than 135 days prior to the transaction or
event giving rise to the need to calculate the Consolidated EBITDA and Consolidated Interest
Expense,




     (1) any Person that is a Restricted Subsidiary on such Determination Date (or would
become a Restricted Subsidiary on such Determination Date in connection with the transaction
that requires the determination of the Consolidated Coverage Ratio) shall be deemed to have
been a Restricted Subsidiary at all times during such Measurement Period,




     (2) any Person that is not a Restricted Subsidiary on such Determination Date (or would
cease to be a Restricted Subsidiary on such Determination Date in connection with the
transaction that requires the determination of the Consolidated Coverage Ratio) will be
deemed not to have been a Restricted Subsidiary at any time during such Measurement Period,




     (3) if the Company or any Restricted Subsidiary shall have in any manner




     (A) acquired (including through an Asset Acquisition or the commencement of
activities constituting such operating business) any operating business or commenced
operation of any Project during such Measurement Period or after the end of such
Measurement Period and on or prior to the Determination Date, or




     (B) disposed of (including by way of an Asset Sale or the termination or
discontinuance of activities constituting such operating business) any operating
business



-6-









 







during such Measurement Period or after the end of such Measurement Period and
on or prior to the Determination Date,




such calculation shall be made on a pro forma basis in accordance with GAAP as if, in the
case of an Asset Acquisition or the commencement of activities constituting such operating
business or operation of such Project, all such transactions had been consummated or
effected on the first day of such Measurement Period and, in the case of an Asset Sale or
termination or discontinuance of activities constituting such operating business, all such
transactions had been consummated prior to the first day of such Measurement Period;
provided, however, that (i) such pro forma adjustment shall not give effect to the
Consolidated EBITDA of any acquired Person to the extent that such Person’s net income would
be excluded pursuant to clause (6) of the definition of Consolidated Net Income and (ii)
such pro forma adjustment shall give effect to any pro forma expense and cost reductions
that have occurred or are reasonably expected to occur within the 12-month period following
the consummation of the transaction, in the reasonable judgment of the chief financial
officer or chief accounting officer of the Company (regardless of whether those expense or
cost savings could then be reflected in pro forma financial statements in accordance with
Regulation S-X promulgated under the Securities Act or any other regulation or policy of the
SEC related thereto), provided that such adjustments are set forth in an officer’s
certificate signed by the chief financial officer or chief accounting officer of the Company
which states (A) the amount of such adjustment or adjustments, (B) that such adjustment or
adjustments are based on the reasonable good faith belief of the Company at the time of such
execution and (C) that any related incurrence of Indebtedness is permitted pursuant to this
Indenture; and




     (4) any Indebtedness Incurred and proceeds thereof received and applied as a result of
the transaction giving rise to the need to calculate the Consolidated Coverage Ratio will be
deemed to have been so Incurred, received and applied on the first day of such Measurement
Period.



          “Consolidated EBITDA” means, with respect to any Person for any period, the sum (without
duplication) of:




     (1) the Consolidated Net Income of such Person for such period, plus




     (2) to the extent that any of the following shall have been taken into account in
determining such Consolidated Net Income, and without duplication:




     (A) all income taxes of such Person and its Restricted Subsidiaries paid or
accrued in accordance with GAAP for such period (other than income taxes
attributable to extraordinary or nonrecurring gains or losses or taxes attributable
to sales or dispositions of assets outside the ordinary course of business),




     (B) the Consolidated Interest Expense of such Person for such period,




     (C) the amortization expense (including the amortization of deferred financing
charges) and any amortization or write-off of goodwill or other intangible assets
and depreciation expense for such Person and its Restricted Subsidiaries for such
period,




     (D) all other non-cash items (other than non-cash interest) of such Person or
any of its Restricted Subsidiaries reducing such Consolidated Net Income for such
period, other than any non-cash item for such period that requires the accrual of or
a reserve



-7-









 







for cash charges for any future period (except as otherwise provided in clause
(E) below) and




     (E) any non-recurring costs or expenses of an acquired company or business
incurred in connection with the purchase or acquisition of such acquired company or
business by such Person and any non-recurring adjustments necessary to conform the
accounting policies of the acquired company or business to those of such Person,
less




     (3) (A) all non-cash items of such Person or any of its Restricted Subsidiaries
increasing such Consolidated Net Income for such period other than the accrual of revenue in
the ordinary course of business, and (B) all cash payments during such period relating to
non-cash items that were added back in determining Consolidated EBITDA in any prior period,
plus




     (4) pre-opening expenses related to a Project.



          “Consolidated Interest Expense” means, with respect to any Person for any period, the sum of:




     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (including, without limitation, amortization of
original issue discount, amortization or write-off of deferred financing costs, non-cash
interest payments, the interest component of any deferred payment obligations, the interest
component of all payments associated with Capitalized Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers’
acceptance financings, and net payments (if any) pursuant to Hedging Obligations or Interest
Swap Obligations); provided, however, that Consolidated Interest Expense shall not include
either (x) amortization or write-offs of deferred financing costs related to the original
issuance of the Notes or any financing consummated prior thereto or (y) write-offs relating
to termination of interest rate swap arrangements related to the original issuance of the
Notes, and




     (2) the consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period, and




     (3) any interest accruing on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries, and




     (4) the product of:




     (a) all dividend payments on any series of preferred stock of such Person or
any of its Restricted Subsidiaries (other than dividends paid in Qualified Capital
Stock); provided that with respect to any series of preferred stock that did not pay
cash dividends during such period but that is required to pay cash dividends during
any period prior to the maturity date of the Notes, cash dividends shall be deemed
to have been paid with respect to such series of preferred stock during the period
of accrual for purposes of this clause (4); times




     (b) a fraction, the numerator of which is one and the denominator of which is
one minus the then current combined federal, state and local statutory income tax
rate of such Person, expressed as a decimal, in each case, on a consolidated basis
and in accordance with GAAP.



-8-









 





          “Consolidated Net Income” means, with respect to any Person for any period, the aggregate net
income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated
basis, determined in accordance with GAAP; provided, however, that there shall be excluded
therefrom:




     (1) net after-tax gains and losses from all sales or dispositions of assets outside of
the ordinary course of business,




     (2) net after-tax extraordinary or non-recurring gains or losses and losses on early
extinguishment of debt,




     (3) the effect of marking to market Interest Swap Obligations and Hedging Obligations
permitted to be Incurred by clause (8) of Permitted Indebtedness,




     (4) the cumulative effect of a change in accounting principles,




     (5) any net income of any other Person if such other Person is not a Subsidiary and is
accounted for by the equity method of accounting, except that such Person’s equity in the
net income of any such other Person for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash actually distributed by such other Person
during such period to such Person or a Restricted Subsidiary as a dividend or other
distribution (subject, in case of a dividend or other distribution to a Restricted
Subsidiary, to the limitation that such amount so paid to a Restricted Subsidiary shall be
excluded to the extent that such amount could not at that time be paid to the Company due to
the restrictions set forth in clause (6) below),




     (6) any net income of any Restricted Subsidiary that is not a Guarantor if such
Restricted Subsidiary is subject to restrictions, directly or indirectly, by contract,
operation of law, pursuant to its charter or otherwise on the payment of dividends or the
making of distributions by such Restricted Subsidiary to such Person except that:




     (A) such Person’s equity in the net income of any such Restricted Subsidiary
for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash that could have been paid or distributed during such period
to such Person as a dividend or other distribution (provided that such ability is
not due to a waiver of such restriction), and




     (B) such Person’s equity in a net loss of any such Restricted Subsidiary for
such period shall be included in determining such Consolidated Net Income regardless
of any such restriction,




     (7) any restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of Consolidated Net Income accrued at any time
following the Issue Date,




     (8) income or loss attributable to discontinued operations (including, without
limitation, operations disposed of during such period whether or not such operations were
classified as discontinued),




     (9) in the case of a successor to such Person by consolidation or merger or as a
transferee of such Person’s assets, any net income or loss of the successor corporation
prior to such consolidation, merger or transfer of assets,



-9-









 






     (10) non-cash charges relating to compensation expense in connection with benefits
provided under employee stock option plans, restricted stock plans and other equity
compensation arrangements, and




     (11) the net income (but not loss) of any Unrestricted Subsidiary, except that the
Company’s or any Restricted Subsidiary’s equity in the net income of any Unrestricted
Subsidiary for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash actually distributed by such Unrestricted Subsidiary during such
period to the Company or a Restricted Subsidiary as a dividend or other distribution.



          “Consolidated Total Assets” means, as of any Determination Date, the total amount of assets
that would appear on a consolidated balance sheet of the Company and its Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP.



          “Core Businesses” means (a) the gaming, card club, racing, sports, entertainment, amusement,
lodging, restaurant, retail operations, service station operations, riverboat operations, real
estate development and all other businesses and activities necessary for or reasonably related or
incident thereto, including, without limitation, related acquisition, construction, development or
operation of related truck stop, transportation, retail and other facilities designed to enhance
any of the foregoing and (b) any of the types of pre-existing businesses being operated on land
acquired (whether by purchase, lease or otherwise) by an Obligor, or similar types of businesses
conducted by such Obligor after such acquisition of land, and all other businesses and activities
necessary for or reasonably related or incident thereto, provided that such land was acquired by
such Obligor for the purpose, determined in good faith by the Company, of ultimately conducting a
business or activity described in clause (a) above at some time in the future.



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



          “Credit Facilities” means, with respect to any Obligor, one or more debt facilities
(including, without limitation, the Bank Credit Agreement) or commercial paper facilities with any
combination of banks, other institutional lenders and other Persons extending financial
accommodations or holding corporate debt obligations in the ordinary course of their business,
providing for revolving credit loans, term loans, receivables financing (including through the sale
of receivables to such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced (whether upon or after termination or otherwise), refinanced (including
by means of sales of debt securities to institutional investors), modified, substituted or
otherwise restructured (including, but not limited to, the inclusion of additional borrowers
thereunder), in whole or in part from time to time by the same or different institutional investors
or other purchasers. Without limiting the generality of the foregoing, the term “Credit
Facilities” shall include agreements in respect of Interest Swap Obligations and other Hedging
Obligations with lenders party to the Credit Facilities or their affiliates.



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



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



          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A
hereto except



-10-









 







that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.



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



          “Determination Date” means, with respect to any calculation, the date on or as of which such
calculation is made in accordance with the terms hereof.



          “Disqualified Capital Stock” means any Capital Stock which by its terms (or by the terms of
any security into which it is, by its terms, convertible or for which it is, by its terms,
exchangeable at the option of the holder thereof), or upon the happening of any specified event
(other than a Change of Control), is required to be redeemed or is redeemable (at the option of the
holder thereof) at any time prior to the earlier of the repayment of all Notes or the stated
maturity of the Notes or is exchangeable at the sole option of the holder (except upon a Change of
Control) thereof for Indebtedness at any time prior to the earlier of the repayment of all Notes or
the stated maturity of the Notes.



          “Domestic Restricted Subsidiary” means any Restricted Subsidiary that is a Person organized
under the laws of the United States or any state thereof or the District of Columbia.



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



          “Equity Offering” means any public or private sale of Qualified Capital Stock.



          “Euroclear” means Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear
system.



          “Event of Default” means the occurrence of any of the events described in Section 6.01 hereof
after giving effect to any applicable grace periods or notice requirements.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute or statutes thereto, and the rules and regulations of the SEC promulgated thereunder.



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



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



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



          “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant segment of the
accounting profession of the United States, as in effect from time to time; provided that, except
as otherwise specifically



-11-









 







provided, all calculations made for purposes of determining compliance with the terms of this
Indenture shall utilize GAAP as in effect as of the Issue Date.



          “Gaming Approval” means any governmental approval, license, permit, registration,
qualification or finding of suitability relating to any gaming business, operation or enterprise.



          “Gaming Authority” means any federal, state, local or tribal governmental authority,
including, but not limited to, the Nevada State Gaming Control Board, the Nevada Gaming Commission,
the Liquor Board of Elko County, the Mississippi Gaming Commission, the Mississippi State Tax
Commission, the Missouri Gaming Commission, the Iowa Racing and Gaming Commission, the Iowa
Division of Gaming Enforcement, the Colorado Division of Gaming, the Colorado Limited Gaming
Control Commission, and the Indiana Gaming Commission, with regulatory oversight of, authority to
regulate or jurisdiction over any existing or proposed gaming business, operation or enterprise
owned, managed or operated by any Obligor.



          “Gaming Laws” means all applicable provisions of all:




     (1) constitutions, treaties, statutes or laws governing gaming operations (including
without limitation card club casinos and pari-mutuel race tracks) and rules, regulations and
ordinances of any Gaming Authority,




     (2) Gaming Approvals, and




     (3) orders, decisions, judgments, awards and decrees of any Gaming Authority.



          “Global Note” means a permanent global note in registered form deposited with the Trustee, as
a custodian for The Depository Trust Company or any other designated depositary, substantially in
the form of Exhibit A hereto and that bears the Global Note Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with
Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(1), 2.06(d)(2), 2.06(d)(3) or 2.06(f) hereof.



          “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.



          “Government Securities” means marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or issued by any agency or instrumentality thereof and
backed by the full faith and credit of the United States, in each case maturing within 12 months
from the date of acquisition thereof by any Obligor or any Restricted Subsidiary.



          “Guarantee” means a guarantee by a Guarantor of the Obligations of the Company arising under
or in connection with the Notes.



          “Guarantor” means each Material Subsidiary of the Company in existence on the Issue Date, any
future Material Restricted Subsidiary of the Company and any future Subsidiary that is a guarantor
under the Bank Credit Agreement, in each case which has guaranteed the obligations of the Company
arising under or in connection with the Notes as required by this Indenture; provided that any
Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its
respective Guarantee is released in accordance with the terms of this Indenture.



          “Hedging Obligations” means all obligations of the Obligors or any Domestic Restricted
Subsidiary that is not an Obligor arising under or in connection with any rate or basis swap,
forward



-12-









 







contract, commodity swap or option, equity or equity index swap or option, bond, note or bill
option, interest rate option, foreign currency exchange transaction, cross currency rate swap,
currency option, cap, collar or floor transaction, swap option, synthetic trust product, synthetic
lease or any similar transaction or agreement.



          “Holder” means a Person in whose name a Note is registered.



          “Incur” means, with respect to any Indebtedness of any Person or any Lien, to create, issue,
incur (by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in
respect of such Indebtedness or Lien or the recording, as required pursuant to GAAP or otherwise,
of any such Indebtedness on the balance sheet of such Person (and “Incurrence,” “Incurred,”
“Incurrable” and “Incurring” shall have meanings correlative to the foregoing).



          “Indebtedness” means with respect to any Person, without duplication, whether contingent or
otherwise,




     (1) any obligations for money borrowed,




     (2) any obligation evidenced by bonds, debentures, notes, or other similar instruments,




     (3) Letter of Credit Obligations and obligations in respect of other similar
instruments,




     (4) any obligations to pay the deferred purchase price of property or services,
including Capitalized Lease Obligations,




     (5) the maximum fixed redemption or repurchase price of Disqualified Capital Stock,




     (6) Indebtedness of other Persons of the types described in clauses (1) through (5)
above, secured by a Lien on the assets of such Person or its Restricted Subsidiaries,
valued, in such cases where the recourse thereof is limited to such assets, at the lesser of
the principal amount of such Indebtedness or the fair market value of the subject assets,




     (7) Indebtedness of other Persons of the types described in clauses (1) through (5)
above, guaranteed by such Person or any of its Restricted Subsidiaries, and




     (8) the net obligations of such Person under Hedging Obligations and Interest Swap
Obligations,


provided that the amount of any Indebtedness at any date shall be calculated as the outstanding
balance of all unconditional obligations and the maximum liability supported by any contingent
obligations at such date.




          Notwithstanding the foregoing, “Indebtedness” shall not be construed to include trade
payables, deferred payments in respect of services by employees, credit on open account, accrued
liabilities, provisional credit, daylight overdrafts or similar items. For purposes of this
definition, the “maximum fixed redemption or repurchase price” of any Disqualified Capital Stock
that does not have a fixed repurchase price shall be calculated in accordance with the terms of
such Disqualified Capital Stock as if such Disqualified Capital Stock were repurchased on the date
on which Indebtedness shall be required to



-13-









 







be determined pursuant to this Indenture, and if such price is based upon, or measured by, the
fair market value of such Disqualified Capital Stock, such fair market value shall be determined in
good faith by the Board of the issuing Person. Unless otherwise specified in this Indenture, the
amount outstanding at any time of any Indebtedness issued with original issue discount is the full
amount of such Indebtedness less the remaining unamortized portion of the original issue discount
of such Indebtedness at such time as determined in conformity with GAAP.



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



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



          “Initial Notes” means the first $650,000,000 aggregate principal amount of Notes issued under
this Indenture on the date hereof.



          “Initial Purchasers” means Banc of America Securities LLC, Wachovia Capital Markets, LLC,
Deutsche Bank Securities Inc., Calyon Securities (USA) Inc. and Comerica Securities, Inc.



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



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



          “Interest Swap Obligations” means the net obligations of any Person under any interest rate
protection agreement, interest rate future, interest rate option, interest rate swap, interest rate
cap, collar or floor transaction or other interest rate Hedging Obligation.



          “Investment” by any Person means, without duplication, any direct or indirect:




     (1) loan, advance or other extension of credit or capital contribution (valued at the
fair market value thereof as of the date of contribution or transfer) (by means of transfers
of cash or other property or services for the account or use of other Persons, or otherwise,
other than a Permitted Lien under clause (15) of the definition of Permitted Liens); and




     (2) purchase or acquisition of Capital Stock, bonds, notes, debentures or other
securities or evidences of Indebtedness issued by any other Person (whether by merger,
consolidation, amalgamation or otherwise and whether or not purchased directly from the
issuer of such securities or evidences of Indebtedness); and




     (3) guarantee or assumption of any Indebtedness or any other obligation of any other
Person (except for any assumption of Indebtedness for which the assuming Person receives
consideration at the time of such assumption in the form of property or assets with a fair
market value at least equal to the principal amount of the Indebtedness assumed); and




     (4) all other items that would be classified as investments on a balance sheet of such
Person prepared in accordance with GAAP.



          Notwithstanding the foregoing, the purchase or acquisition of any securities, Indebtedness or
Productive Assets of any other Person solely with Qualified Capital Stock shall not be deemed to be
an Investment. The term “Investments” shall also exclude extensions of trade credit and advances
to



-14-









 







customers and suppliers to the extent made in the ordinary course of business on ordinary
business terms. The amount of any non-cash Investment shall be the fair market value of such
Investment, as determined in good faith by management of the Company or the affected Restricted
Subsidiary, as applicable, unless the fair market value of such Investment exceeds $20 million, in
which case the fair market value shall be determined in good faith by the Board of such Person as
of the time such Investment is made or such other time as specified in this Indenture. Unless
otherwise required by this Indenture, the amount of any Investment shall not be adjusted for
increases or decreases in value, or write-ups, writedowns or write-offs subsequent to the date such
Investment is made with respect to such Investment.



          “Issue Date” means May 27, 2009.



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



          “Letter of Credit Obligations” means Obligations of an Obligor arising under or in connection
with letters of credit.



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



          “Lien” means, with respect to any assets, any mortgage, lien, pledge, charge, security
interest or other similar encumbrance (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof.



          “Material Restricted Subsidiary” means any Subsidiary which is both a Material Subsidiary and
a Restricted Subsidiary.



          “Material Subsidiary” means any Subsidiary of the Company organized under the laws of the
United States or any state thereof or the District of Columbia, other than a Non-Material
Subsidiary.



          “Moody’s” means Moody’s Investors Services, Inc., and its successors.



          “Net Cash Proceeds” means with respect to any Asset Sale, the proceeds in the form of cash or
Cash Equivalents including payments in respect of deferred payment obligations when received in the
form of cash or Cash Equivalents received by any Obligor from such Asset Sale, net of:




     (1) reasonable out-of-pocket expenses, fees and other direct costs relating to such
Asset Sale (including, without limitation, brokerage, legal, accounting and investment
banking fees and sales commissions),




     (2) taxes paid or payable after taking into account any reduction in tax liability due
to available tax credits or deductions and any tax sharing arrangements,




     (3) repayment of Indebtedness (other than any intercompany Indebtedness) that is
required by the terms thereof to be repaid or pledged as cash collateral, or the holders of
which otherwise have a contractual claim that is legally superior to any claim of the
holders (including a restriction on transfer) to the proceeds of the subject assets, in
connection with such Asset Sale, and



-15-









 






     (4) appropriate amounts to be provided by any applicable Obligor, as a reserve, in
accordance with GAAP, against any liabilities associated with such Asset Sale and retained
by any applicable Obligor including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale and any reserve for adjustment
to the sale price received in such Asset Sale for so long as such reserve is held.



          “Non-Material Subsidiaries” means all Restricted Subsidiaries designated by the Company to the
Trustee as Non-Material Subsidiaries; provided, that (i) no such Restricted Subsidiary may have
assets (attributable to the Company’s and its Restricted Subsidiaries’ equity interest in such
entity) having a fair market value in excess of $5 million and (ii) all such Restricted
Subsidiaries may not in the aggregate at any time have assets (attributable to the Company’s and
its Restricted Subsidiaries’ equity interest in such entity) constituting more than 1.5% of the
Company’s Consolidated Total Assets based on the Company’s most recent internal financial
statements.



          “Non-Recourse Indebtedness” means Indebtedness of an Unrestricted Subsidiary




     (1) as to which none of the Obligors:




     (A) provides credit support of any kind (including any undertaking, agreement
or instrument that would constitute Indebtedness),




     (B) is directly or indirectly liable (as a guarantor or otherwise), or




     (C) constitutes the lender; and




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



          “Non-U.S. Person” means a Person who is not a U.S. Person.



          “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes
and any Additional Notes (and any Exchange Notes issued in the Exchange Offer in exchange for such
Initial Notes and Additional Notes) shall be treated as a single class for all purposes under this
Indenture, and unless the context otherwise requires, all references to Notes shall include the
Initial Notes and any Additional Notes (and any Exchange Notes issued in the Exchange Offer in
exchange for such Initial Notes and Additional Notes).



          “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities, whether absolute or contingent, payable under the
documentation governing any Indebtedness.



          “Obligor” means the Company or any Guarantor, and any successor obligor upon the Notes and the
Guarantees, respectively.



          “Offering Memorandum” means the (i) the offering memorandum relating to the Notes sold to the
Initial Purchasers on May 12, 2009 or (ii) the offering memorandum relating to the Notes sold to
the Initial Purchasers on May 21, 2009, as applicable.



-16-









 





          “Officer” means, (i) with respect to any Person that is a corporation, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, the Assistant
Secretary or any Vice-President of such Person and (ii) with respect to any other Person, the
individuals selected by the Board or corresponding governing or managing body of such Person to
perform functions similar to those of the officers listed in clause (i).



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



          “Opinion of Counsel” means a written opinion from legal counsel that meets the requirements of
Sections 13.04 and 13.05 hereof. The counsel may be an employee of or counsel to the Company or
any Subsidiary of the Company.



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



          “Paying Agent” has the meaning given to it in Section 2.03 hereof.



          “Permitted Holder” means the collective reference to (i) the Estate of Craig H. Neilsen,
deceased, and the heirs, ancestors, lineal descendants, stepchildren, legatees and legal
representatives of Craig H. Neilsen or his Estate, and the trustees from time to time of any bona
fide trusts of which Craig H. Neilsen or one or more of the foregoing are the sole beneficiaries or
grantors thereof, including but not limited to The Craig H. Neilsen Foundation, Ray H. Neilsen and
his estate, spouse, heirs, ancestors, lineal descendants, stepchildren, legatees and legal
representatives, and the trustees from time to time of any bona fide trusts of which one or more of
the foregoing are the sole beneficiaries or grantors thereof and (ii) any Person controlled,
directly or indirectly, by one or more of the foregoing Persons referred to in the immediately
preceding clause (i), whether through the ownership of voting securities, by contract, in a
fiduciary capacity, through possession of a majority of the voting rights (as directors and/or
members) of a not-for-profit entity, or otherwise.



          “Permitted Indebtedness” means, without duplication, each of the following:




     (1) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue
Date (other than Indebtedness under the Bank Credit Agreement) as reduced by the amount of
any scheduled amortization payments or mandatory prepayments when actually paid or permanent
reductions thereof;




     (2) Indebtedness Incurred by the Company under the Notes and by the Guarantors under
the Guarantees;




     (3) Indebtedness Incurred by the Company or any Restricted Subsidiary pursuant to the
Bank Credit Agreement or other Credit Facilities; provided that the aggregate principal
amount of all such Indebtedness outstanding under this clause (3) as of any date of
Incurrence (after giving pro forma effect to the application of the proceeds of such
Incurrence), including all Permitted Refinancing Indebtedness Incurred to repay, redeem,
extend, refinance, renew, replace, defease or refund any Indebtedness Incurred pursuant to
this clause (3), shall not exceed $1.8 billion, to be reduced dollar-for-dollar by the
aggregate amount of all Net Cash Proceeds of Asset



-17-









 







Sales applied by an Obligor to repay Indebtedness under the Credit Facilities pursuant
to Section 4.10 hereof;




     (4) Indebtedness of a Restricted Subsidiary to the Company or any Guarantor, or of the
Company to any Guarantor, for so long as such Indebtedness is held by an Obligor; provided
that if as of any date any Person other than an Obligor acquires any such Indebtedness or
holds a Lien in respect of such Indebtedness (other than a Permitted Lien), such acquisition
or holding shall be deemed to be an Incurrence of Indebtedness not constituting Permitted
Indebtedness under this clause (4) by the issuer of such Indebtedness;




     (5) Permitted Refinancing Indebtedness;




     (6) the Incurrence by Unrestricted Subsidiaries of Non-Recourse Indebtedness; provided
that, if any such Indebtedness ceases to be Non-Recourse Indebtedness of an Unrestricted
Subsidiary, such event shall be deemed to constitute an Incurrence of Indebtedness that is
not permitted by this clause (6);




     (7) (a) Indebtedness Incurred by the Company or any Restricted Subsidiary solely to
finance the construction or acquisition or improvement of, or consisting of Capitalized
Leased Obligations Incurred to acquire rights of use in, capital assets useful in the
Company’s or such Subsidiary’s business, as applicable, and, in any such case, Incurred
prior to or within 180 days after the construction, acquisition, improvement or leasing of
the subject assets, not to exceed $75 million in aggregate principal amount outstanding at
any time (including all Permitted Refinancing Indebtedness Incurred to repay, redeem,
extend, refinance, renew, replace, defease or refund any Indebtedness Incurred pursuant to
this clause (7)) for all of the Company and its Restricted Subsidiaries;




     (8) Hedging Obligations and Interest Swap Obligations entered into not as speculative
Investments but as hedging transactions designed to protect the Company and its Restricted
Subsidiaries against fluctuations in interest rates in connection with Indebtedness
otherwise permitted hereunder or against exchange rate risk or commodity pricing risk;




     (9) Indebtedness of the Company or any Restricted Subsidiary arising in respect of
performance bonds, completion guarantees and similar arrangements (to the extent that the
Incurrence thereof does not result in the Incurrence of any obligation for the payment of
borrowed money of others), in the ordinary course of business; provided, that such
Indebtedness shall be Incurred solely in connection with the development, construction,
improvement or enhancement of assets useful in the business of the Company and its
Restricted Subsidiaries or the development, improvement or enhancement of the operations of
the Company and its Restricted Subsidiaries;




     (10) Indebtedness of the Company or any Restricted Subsidiary arising in respect of
letters of credit, bankers’ acceptances, worker’s compensation claims, payment obligations
in connection with self-insurance or similar obligations, surety bonds and appeal bonds (to
the extent that the Incurrence thereof does not result in the Incurrence of any obligation
for the payment of borrowed money of others), in the ordinary course of business, in amounts
and for the purposes customary in such Person’s industry;




     (11) the guarantee by a Guarantor of Indebtedness of the Company or of any other
Guarantor, or the guarantee by a Restricted Subsidiary of Indebtedness of the Company or any
other Restricted Subsidiary; provided such Indebtedness was outstanding on the Issue Date or



-18-









 







was, at the time it was incurred, permitted to be incurred by the Company or such
Guarantor or Restricted Subsidiary under this Indenture; provided that if the Indebtedness
being guaranteed is subordinated to or pari passu with the Notes, then the guarantee may
only be incurred by a Guarantor and shall be subordinated to, or pari passu with, as
applicable, the Notes to the same extent as the Indebtedness guaranteed;




     (12) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:




     (a) any subsequent issuance or transfer of Equity Interests that results in any
such preferred stock being held by a Person other than the Company or a Restricted
Subsidiary; and




     (b) any sale or other transfer of any such preferred stock to a Person that is
not either the Company or a Restricted Subsidiary of the Company;




will be deemed, in each case, to constitute an issuance of such preferred stock by such
Restricted Subsidiary that was not permitted by this clause (12);




     (13) Indebtedness in an amount not to exceed $25 million under a junior pay-in-kind
note incurred in order to redeem or repurchase Capital Stock of the Company upon a final
determination by any Gaming Authority of the unsuitability of a holder or beneficial owner
of Capital Stock of the Company or upon any other requirement or order by any Gaming
Authority having jurisdiction over the Company prohibiting a holder from owning,
beneficially or otherwise, the Company’s Capital Stock, provided that the Company has used
its reasonable efforts to effect a disposition of such Capital Stock to a third party and
has been unable to do so; provided further that such junior pay-in-kind note:




     (a) is expressly subordinated to the Notes,




     (b) provides that no installment of principal matures (whether by its terms, by
optional or mandatory redemption or otherwise) earlier than three months after the
maturity of the Notes,




     (c) provides for no cash payments of interest, premium or other distributions
earlier than six months after the maturity of the Notes and provides that all
interest, premium or other distributions may only be made by distributions of
additional junior pay-in-kind notes, which such in-kind distributions shall be
deemed Permitted Indebtedness, and




     (d) contains provisions whereby the holder thereof agrees that prior to the
maturity or payment in full in cash of the Notes, regardless of whether any
insolvency or liquidation has occurred against any Obligor, such holder will not
exercise any rights or remedies or institute any action or proceeding with respect
to such rights or remedies under such junior pay-in-kind note;




     (14) Indebtedness arising from agreements of the Company or any Restricted Subsidiary
providing for indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the disposition of any business, assets or
Subsidiary otherwise permitted by this Indenture;



-19-









 






     (15) the payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms, and the payment of dividends on Disqualified Capital Stock in the form
of additional shares of the same class of Disqualified Capital Stock;




     (16) guarantees incurred in the ordinary course of business supporting obligations of
suppliers, lessees and vendors; and




     (17) Indebtedness in an aggregate principal amount (or accreted value, as applicable)
outstanding under this clause (17) as of any date of Incurrence, including all Permitted
Refinancing Indebtedness Incurred to repay, redeem, extend, refinance, renew, replace,
defease or refund any Indebtedness Incurred pursuant to this clause (17), not to exceed $100
million.



          For purposes of this definition, it is understood that the Company may rely on internal or
publicly reported financial reports even though there may be subsequent adjustments (including
review and audit adjustments) to such financial statements. For avoidance of doubt, any incurrence
of Permitted Indebtedness which is based upon or made in reliance on a computation based on such
internal or publicly reported financial statements shall be deemed to continue to comply with the
applicable covenant, notwithstanding any subsequent adjustments that may result in changes to such
internal or publicly reported financial statements.



          “Permitted Investments” means, without duplication, each of the following:




     (1) Investments in cash (including deposit accounts with major commercial banks) and
Cash Equivalents;




     (2) Investments by the Company or a Restricted Subsidiary in the Company or any
Restricted Subsidiary or any Person that is or will immediately become upon giving effect to
such Investment, or as a result of which, such Person is merged, consolidated or liquidated
into, or conveys substantially all of its assets to, an Obligor or a Restricted Subsidiary;




     (3) Investments existing on the Issue Date;




     (4) accounts receivable created or acquired in the ordinary course of business of the
Company or any Restricted Subsidiary on ordinary business terms;




     (5) Investments arising from transactions by the Company or a Restricted Subsidiary
with trade creditors, contract parties, lessees or customers in the ordinary course of
business (including any such Investment received pursuant to any plan of reorganization or
similar arrangement pursuant to the bankruptcy or insolvency of such trade creditors,
contract parties, lessees or customers or otherwise in settlement of a claim);




     (6) Investments made as the result of non-cash consideration received from an Asset
Sale that was made pursuant to and in compliance with Section 4.10 hereof;




     (7) Investments consisting of advances to (or guarantees of third party loans to)
officers, directors and employees of the Company or a Restricted Subsidiary for travel,
entertainment, relocation, purchases of Capital Stock of the Company or a Restricted
Subsidiary permitted by the Indenture and analogous ordinary business purposes;




     (8) Hedging Obligations and Interest Swap Obligations otherwise in compliance with this
Indenture;



-20-









 






     (9) any guarantee of Indebtedness permitted by Section 4.09; and




     (10) other Investments in any Person having an aggregate fair market value (measured on
the date each such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this clause (10)
that are at the time outstanding (after giving effect to any such Investments that are
returned to the Company or any Subsidiary that made such prior Investment, without
restriction, in cash on or prior to the date of any such calculation, but only up to the
amount of the Investment made under this clause (10) in such Person), not to exceed the
greater of (i) $50 million and (ii) 2.5% of Consolidated Total Assets.



          “Permitted Liens” means:




     (1) Liens in favor of the Company or Liens on the assets of any Guarantor so long as
such Liens are held by another Obligor;




     (2) Liens on property of a Person existing at the time such Person is acquired and
becomes a Restricted Subsidiary or is merged into or consolidated with the Company or a
Restricted Subsidiary; provided that such Liens were not Incurred in anticipation of such
acquisition, merger or consolidation and do not extend to any assets other than those of the
acquired Person or the Person merged into or consolidated with the Company or such
Restricted Subsidiary, as applicable;




     (3) Liens on property existing at the time of acquisition thereof by any Obligor or
Restricted Subsidiary; provided that such Liens were not Incurred in anticipation of such
acquisition;




     (4) Liens Incurred to secure Indebtedness (and customary obligations related thereto)
permitted by clause (7) of the definition of Permitted Indebtedness, attaching to or
encumbering only the subject assets and directly related property such as proceeds
(including insurance proceeds) and products thereof and accessions, replacements and
substitutions thereof;




     (5) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of
business including Liens securing letters of credit issued in the ordinary course of
business consistent with industry practice in connection therewith;




     (6) Liens created by “notice” or “precautionary” filings in connection with operating
leases or other transactions pursuant to which no Indebtedness is Incurred by the Company or
any Restricted Subsidiary;




     (7) Liens to secure Indebtedness (and customary obligations related thereto) permitted
by clause (3) of the definition of Permitted Indebtedness;




     (8) Liens existing on the Issue Date (other than Liens described in clause (7) above);




     (9) Liens for taxes, assessments or governmental charges or claims (including, without
limitation, Liens securing the performance of workers compensation, social security, or
unemployment insurance obligations) that are not yet delinquent or that are being contested
in good faith by appropriate proceedings promptly instituted and diligently concluded;
provided that any



-21-









 







reserve or other appropriate provision as shall be required in conformity with GAAP
shall have been made therefor;




     (10) Liens on shares of any equity security or any warrant or option to purchase an
equity security or any security which is convertible into an equity security issued by any
Obligor that holds, directly or indirectly through a holding company or otherwise, a license
under any applicable Gaming Laws; provided that this clause (10) shall apply only so long as
such Gaming Laws provide that the creation of any restriction on the disposition of any of
such securities shall not be effective and, if such Gaming Laws at any time cease to so
provide, then this clause (10) shall be of no further effect;




     (11) Liens on securities constituting “margin stock” within the meaning of Regulation
T, U or X promulgated by the Board of Governors of the Federal Reserve System, to the extent
that (i) prohibiting such Liens would result in the classification of the obligations of the
Company under the Notes as a “purpose credit” and (ii) the Investment by any Obligor in such
margin stock is permitted by this Indenture;




     (12) Liens securing Permitted Refinancing Indebtedness (and customary obligations
related thereto); provided that any such Lien attaches only to the assets encumbered by the
predecessor Indebtedness (and customary obligations related thereto), unless the Incurrence
of such Liens is otherwise permitted under this Indenture;




     (13) Liens securing stay and appeal bonds or judgment Liens in connection with any
judgment not giving rise to an Event of Default under clause (5) of Section 6.01;




     (14) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business, in respect of obligations that are not yet delinquent, are bonded or
that are being contested in good faith by appropriate proceedings promptly instituted and
diligently concluded; provided that adequate reserves shall have been established therefor
in accordance with GAAP;




     (15) easements, rights-of-way, zoning restrictions, reservations, covenants,
encroachments and other similar charges or encumbrances in respect of real property which do
not, individually or in the aggregate, materially interfere with the conduct of business by
any Obligor;




     (16) any interest or title of a lessor under any Capitalized Lease Obligation permitted
to be incurred hereunder;




     (17) Liens upon specific items of inventory or equipment and proceeds thereof, Incurred
to secure obligations in respect of bankers’ acceptances issued or created for the account
of any Obligor or Restricted Subsidiary in the ordinary course of business to facilitate the
purchase, shipment, or storage of such inventory or equipment;




     (18) Liens securing Letter of Credit Obligations permitted to be Incurred hereunder
Incurred in connection with the purchase of inventory or equipment by an Obligor or
Restricted Subsidiary in the ordinary course of business and secured only by such inventory
or equipment, the documents issued in connection therewith and the proceeds thereof;



-22-









 






     (19) Liens of a collection bank under Section 4-210 of the Uniform Commercial Code on
items in the course of collection and normal and customary rights of setoff upon deposits of
cash in favor of banks and other depository institutions;




     (20) Liens in favor of the Trustee arising under this Indenture;




     (21) Liens securing Interest Swap Obligations or Hedging Obligations that are permitted
under this Indenture;




     (22) Liens securing customary cash management obligations not otherwise prohibited by
the Indenture; and




     (23) Liens incurred in the ordinary course of business of the Company or any Restricted
Subsidiary with respect to obligations that do not exceed $100 million at any one time
outstanding.



          “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any Restricted
Subsidiary issued in exchange for, or the net proceeds of which are used to repay, redeem, extend,
refinance, renew, replace, defease or refund other Permitted Indebtedness of such Person arising
under clause (1), (2), (3), (5), (7), (13) or (17) of the definition of “Permitted Indebtedness” or
Indebtedness Incurred under the Consolidated Coverage Ratio test in Section 4.09(b) (any such
Indebtedness, “Existing Indebtedness”); provided that:




     (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the
principal amount and accrued interest of such Existing Indebtedness (plus the amount of
prepayment penalties, fees, premiums and expenses incurred or paid in connection therewith),
except to the extent that the Incurrence of such excess is otherwise permitted by this
Indenture;




     (2) such Permitted Refinancing Indebtedness has a final maturity date on or later than
the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, such Existing Indebtedness;




     (3) if such Existing Indebtedness is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date on or later than the final
maturity date of, and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of the Notes as those contained in the documentation governing the
Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased or
refunded;




     (4) such Permitted Refinancing Indebtedness shall be Indebtedness solely of an Obligor
or a Restricted Subsidiary obligated under such Existing Indebtedness, unless otherwise
permitted by this Indenture; and




     (5) if the Indebtedness being repaid, redeemed, extended, refinanced, renewed,
replaced, defeased or refunded was incurred pursuant to clause (13) of the definition of
Permitted Indebtedness, the Permitted Refinancing Indebtedness used to repay, redeem,
extend, refinance, renew, replace, defease or refund such Indebtedness shall comply with the
provisions of such clause (13).



          “Person” means any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization, or government agency



-23-









 







or political subdivision thereof (including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or business).



          “Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.



          “Productive Assets” means assets (including assets owned directly or indirectly through
Capital Stock of a Restricted Subsidiary) of a kind used or usable in the businesses of the
Obligors as they are conducted on the date of the Asset Sale or on any other determination date and
any Related Business.



          “Project” means any new facility developed or being developed by the Company or one of its
Restricted Subsidiaries and any expansion, renovation or refurbishment of a facility owned by the
Company or one of its Restricted Subsidiaries which expansion, renovation or refurbishment is
reasonably expected to cost $40 million or more.



          “Property” means any right or interest in or to property of any kind whatsoever, whether real,
personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.



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



          “Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.



          “Registrar” has the meaning given to it in Section 2.03 hereof.



          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of May 27,
2009, among the Company, the Guarantors and the other parties named on the signature pages thereof,
as such agreement may be amended, modified or supplemented from time to time and, with respect to
any Additional Notes, one or more registration rights agreements among the Company, the Guarantors
and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from
time to time, relating to rights given by the Company to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act.



          “Regulation S” means Regulation S promulgated under the Securities Act.



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



          “Related Business” means the gaming (including parimutuel betting) business and/or any and all
businesses that in the good faith judgment of the Company are reasonably related to, necessary for,
in support or anticipation of ancillary or complementary to or in preparation for (or required by a
Gaming Authority to be developed, constructed, improved or acquired in connection with the
licensing approval of such Casino or Casinos), the gaming business including, without limitation,
the development, expansion or operation of any Casino (including any land-based, dockside,
riverboat or other type of Casino), owned, or to be owned, by the Company or one of its
Subsidiaries.



          “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer
of the Trustee customarily performing functions similar to those performed by any of the above
designated



-24-









 







officers and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this
Indenture.



          “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.



          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.



          “Restricted Investment” means an Investment other than a Permitted Investment.



          “Restricted Period” means the 40-day distribution compliance period as defined in Regulation
S.



          “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an
Unrestricted Subsidiary. If no referent Person is specified, “Restricted Subsidiary” means a
Restricted Subsidiary of the Company.



          “Rule 144” means Rule 144 promulgated under the Securities Act.



          “Rule 144A” means Rule 144A promulgated under the Securities Act.



          “Rule 903” means Rule 903 promulgated under the Securities Act.



          “Rule 904” means Rule 904 promulgated under the Securities Act.



          “S&P” means Standard & Poor’s Rating Group, a division of The McGraw-Hill Industries, Inc.,
and its successors.



          “SEC” means the Securities and Exchange Commission.



          “Securities Act” means the Securities Act of 1933, as amended, and any successor statute or
statutes thereto, and the rules and regulations of the SEC promulgated thereunder.



          “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.



          “Significant Subsidiary” means any Obligor, other than the Company, that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant
to the Securities Act, as such Regulation is in effect on the date of this Indenture.



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



          “Subsidiary,” with respect to any Person, means:




     (1) any corporation or comparably organized entity, a majority of whose voting stock
(defined as any class of capital stock having voting power under ordinary circumstances to
elect a



-25-









 







majority of the Board of such Person) is owned, directly or indirectly, by any one or
more of the Obligors, and




     (2) any other Person (other than a corporation) in which any one or more of the
Obligors, directly or indirectly, has at least a majority ownership interest entitled to
vote in the election of directors, managers or trustees thereof or of which such Obligor is
the managing general partner.



          If no referent Person is specified, “Subsidiary” means a subsidiary of the Company.



          “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).



          “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available
at least two business days prior to the redemption date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most nearly equal to the
period from the redemption date to December 1, 2011; provided, however, that if the period from the
redemption date to December 1, 2011 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used.



          “Trustee” means Deutsche Bank Trust Company Americas until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.



          “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required
to bear the Private Placement Legend.



          “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear
the Private Placement Legend.



          “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board
of the Company as its Unrestricted Subsidiary pursuant to a Board resolution; but only to the
extent that such Subsidiary:




     (A) has, or will have after giving effect to such designation, no Indebtedness other
than Non-Recourse Indebtedness,




     (B) is not party to any agreement, contract, arrangement or understanding with any
Obligor unless the terms of any such agreement, contract, arrangement or understanding are
no less favorable to such Obligor than those that might be obtained at the time from Persons
who are not Affiliates of such Obligor, or such agreement, contract, arrangement or
understanding constitutes a Restricted Payment that is made in accordance with Section 4.07,
the definition of a Permitted Investment, or an Asset Sale that is made in accordance with
Section 4.10,




     (C) is a Person with respect to which none of the Obligors has any direct or indirect
obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve
such Person’s financial condition or to cause such Person to achieve any specified levels of
operating results, and



-26-









 






     (D) has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of any Obligor.




     “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act.



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



          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
Company’s calculations of the number of years obtained by dividing:




     (1) the then outstanding aggregate principal amount of such Indebtedness into,




     (2) the total of the products obtained by multiplying:




     (A) the amount of each then remaining installment, sinking fund, serial
maturity or other required payment of principal, including payment at final
maturity, in respect thereof, by




     (B) the number of years (calculated to the nearest one-twelfth) which will
elapse between such date and the making of such payment.



Section 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Affiliate Transaction”
	 	 	4.11	 
	“Amount Limitation”
	 	 	4.07	 
	“Amount Limitation Restoration”
	 	 	4.07	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.15	 
	“Change of Control Payment”
	 	 	4.15	 
	“Change of Control Payment Date”
	 	 	4.15	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Existing Indebtedness”
	 	 	1.01	 
	“Legal Defeasance”
	 	 	8.02	 
	“Measurement Period”
	 	 	1.01	 
	“Net Proceeds Offer”
	 	 	4.10	 
	“Net Proceeds Offer Amount”
	 	 	4.10	 
	“Net Proceeds Offer Payment Date”
	 	 	4.10	 
	“Net Proceeds Offer Trigger Date”
	 	 	4.10	 
	“Offer Period”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.03	 
	“Payment Default”
	 	 	6.01	 
	“Payment Restriction”
	 	 	4.08	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.07	 






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Section 1.03 Incorporation by Reference of Trust Indenture Act.




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



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



          “indenture securities” means the Notes;



          “indenture security Holder” means a Holder of a Note;



          “indenture to be qualified” means this Indenture;



          “indenture trustee” or “institutional trustee” means the Trustee; and



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



Section 1.04 Rules of Construction.



          Unless the context otherwise requires:




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




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




     (3) “or” is not exclusive;




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




     (5) “will” shall be interpreted to express a command;




     (6) provisions apply to successive events and transactions;




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




     (8) references to any contract, instrument or agreement shall be deemed to include any
amendments, modifications or supplements thereto or restatements thereof not prohibited
hereby, through the date of reference thereto.



ARTICLE 2




THE NOTES




Section 2.01 Form and Dating.




          (a) General. The Notes and the Trustee’s certificate of authentication will be substantially
in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements



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required by law, stock exchange rule or usage. Each Note will be dated the date of its
authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples
$1,000 in excess thereof.



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



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



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



Section 2.02 Execution and Authentication.




          At least one Officer must sign the Notes for the Company by manual or facsimile signature.



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



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



          The Trustee will, upon receipt of a written order of the Company signed by two Officers (an
“Authentication Order”), authenticate Notes for original issue up to the aggregate principal amount
that may be validly issued under this Indenture, including any Additional Notes.



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



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Section 2.03 Registrar and Paying Agent.




          The Company will maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for
payment (“Paying Agent”). The Registrar will 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 will notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.



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



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



Section 2.04 Paying Agent to Hold Money in Trust.




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



Section 2.05 Holder Lists.




          The Trustee will 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
§ 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least
seven Business Days before each Interest Payment Date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA
§ 312(a).



Section 2.06 Transfer and Exchange.



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



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     (1) All Global Notes will be exchanged by the Company for Definitive Notes if:




     (A) the Company delivers to the Trustee notice from the Depositary that it is
unwilling or unable to continue to act as Depositary or that it is no longer a
clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of such
notice from the Depositary; or




     (B) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; and




     (2) a Person holding a beneficial interest in a Global Note may exchange such
beneficial interest for a Definitive Note if there has occurred and is continuing a Default
or Event of Default with respect to the Notes and the Registrar has received a written
request from such Person to issue a Definitive Note;


provided that in no event shall the Regulation S Global Note be exchanged by the Company for
Definitive Notes prior to (y) the expiration of the Restricted Period and (z) the receipt by the
Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act.
Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every
Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), provided, however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or
(f) hereof.




          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act or by the provisions of this
Indenture. Transfers of beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:




     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that
prior to the expiration of the Restricted Period, transfers of beneficial interests in the
Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(1).




     (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:



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     (A) both:




     (i) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be
transferred or exchanged; and




     (ii) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase; or




     (B) both:




     (i) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged (and given at a time when
the Definitive Notes are issuable under Section 2.01(a) hereof); and




     (ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (1) above.




Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f)
hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied
upon receipt by the Registrar of the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in
Global Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.




     (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following:




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




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




     (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(2) above and:



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




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




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




     (D) the Registrar receives the following:




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




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




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




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




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




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




     (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation at a time when the Definitive
Notes are issuable under Section 2.01(a) hereof:



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




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




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




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




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




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




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


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.





     (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if
Definitive Notes are then issuable under Section 2.01(a) hereof and:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial



-34-









 







interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;




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




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




     (D) the Registrar receives the following:




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




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


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





     (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, in each case at a time
when Definitive Notes are issuable under Section 2.01(a) hereof, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver
to the Person designated in the instructions a Definitive Note in the appropriate principal
amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(3) will be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names
such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.




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




     (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global
Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note
for



-35-









 







a beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of the
following documentation:




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




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




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




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




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




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




     (G) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(c) thereof, the Trustee will cancel the Restricted Definitive Note, increase or
cause to be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and, in the case of clause (C) above, the Regulation S Global
Note.




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




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



-36-









 






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




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




     (D) the Registrar receives the following:




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




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




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



          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2),
the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.




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



          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note
has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.



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



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




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




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




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




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




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




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




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




     (D) the Registrar receives the following:




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




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




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



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




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



          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee will authenticate:




     (1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes accepted for
exchange in the Exchange Offer by Persons that certify in the applicable Letters of
Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
of the Company; and




     (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange
Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not
Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and
(C) they are not affiliates (as defined in Rule 144) of the Company.


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




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




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




          “THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF
THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
IN RULE 144A UNDER THE SECURITIES




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ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)
OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or
(f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) will not bear the Private Placement Legend.




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




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY 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) UNDER ANY CIRCUMSTANCES EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”), 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 DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.”




     (3) Gaming Law Legend. Each Global Note and Definitive Note (and all Notes issued in
exchange therefor or in substitution thereof) shall bear the legend in substantially the
following form:




“THE NOTES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP
AND TRANSFER IMPOSED BY APPLICABLE GAMING LAWS AND SECTION 3.07(e) OF THE INDENTURE
(WHICH IS SUMMARIZED ON THIS CERTIFICATE).”



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     (4) Original Issue Discount Legend. Each Note issued hereunder that has more than a de
minimis about of original issue discount for U.S. Federal Income Tax purposes shall bear a
legend in substantially the following form:




“THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION
1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE
PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY
FOR SUCH NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE
ISSUER AT THE FOLLOWING ADDRESS: AMERISTAR CASINOS, INC., 3773 HOWARD
HUGHES PARKWAY, SUITE 490, LAS VEGAS, NEVADA 89169, ATTENTION: GENERAL
COUNSEL.”



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




          (i) General Provisions Relating to Transfers and Exchanges.





     (1) To permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.




     (2) No service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof).




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




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




     (5) Neither the Registrar nor the Company will be required:



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     (A) to issue, to register the transfer of or to exchange any Notes during a
period beginning at the opening of business 15 days before the day of any selection
of Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection;




     (B) to register the transfer of or to exchange any Note selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in
part; or




     (C) to register the transfer of or to exchange a Note between a record date and
the next succeeding interest payment date.




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




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




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



Section 2.07 Replacement Notes.




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




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




Section 2.08 Outstanding Notes.




          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Note;
however, Notes held by
the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes
of Section 3.07(a)(1) hereof.




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




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




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




Section 2.09 Treasury Notes.




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




Section 2.10 Temporary Notes.




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




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




Section 2.11 Cancellation.




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




Section 2.12 Defaulted Interest.




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




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Section 2.13 CUSIP Numbers.




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



ARTICLE 3




REDEMPTION AND PREPAYMENT




Section 3.01 Notices to Trustee.




          If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth:




          (1) the clause of this Indenture pursuant to which the redemption shall occur;




          (2) the redemption date;




          (3) the principal amount of Notes to be redeemed;




          (4) the redemption price; and




          (5) the applicable CUSIP numbers.




Section 3.02 Selection of Notes to Be Redeemed or Purchased.




          If less than all of the Notes are to be redeemed or purchased pursuant to this Indenture
(except as provided in Section 3.07(e)) at any time, the Trustee will select the Notes to be
redeemed or purchased among the Holders as follows:





     (1) if the Notes are listed, in compliance with the requirements of the principal
national securities exchange on which the Notes are listed, or




     (2) if the Notes are not so listed, on a pro rata basis, by lot (in the case of a
partial redemption) or in accordance with the procedures of DTC.



          If a partial redemption is made of the proceeds of an Equity Offering, the Trustee will select
the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to
DTC procedures).




          In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or
purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.




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          The Trustee will promptly notify the Company in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. No Notes of a principal amount of $2,000 or less may
be redeemed in part and portions of Notes selected will be in whole multiples of $1,000; except
that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount
of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall
be redeemed or purchased. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.




Section 3.03 Notice of Redemption.




          Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days
before a redemption date, the Company will mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 12 hereof.




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





     (1) the redemption date;




     (2) the redemption price;




     (3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion of the original Note
representing the same indebtedness to the extent not redeemed will be issued in the name of
the Holder of the Notes upon cancellation of the original Note;




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




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




     (6) that, unless the Company defaults in making such redemption payment, interest and
additional interest, if any, on Notes called for redemption, ceases to accrue on and after
the redemption date, subject to the satisfaction of any condition to such redemption;




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




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



          At the Company’s request, the Trustee will give the notice of redemption in the Company’s name
and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45
days prior to the redemption date (unless a shorter period is acceptable to the Trustee), 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.




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Section 3.04 Effect of Notice of Redemption.




          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price,
subject to the satisfaction of any conditions to such redemption. A notice of redemption may be
conditional in that the Company may, notwithstanding the giving of the notice of redemption,
condition the redemption of the Notes specified in the notice of redemption upon the completion of
other transactions, such as refinancings or acquisitions (whether of the Company or by the
Company).




Section 3.05 Deposit of Redemption or Purchase Price.




          On or before 10:00 a.m. New York City time on the redemption or purchase date, the Company
will deposit with the Trustee or with the Paying Agent money sufficient to pay the principal of and
accrued and unpaid interest and additional interest, if any, on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and additional interest,
if any, on, all Notes to be redeemed or purchased.




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




Section 3.06 Notes Redeemed or Purchased in Part.




          Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and,
upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered.




Section 3.07 Optional Redemption.




          (a) At any time prior to June 1, 2011, the Company may redeem up to 35% of the initially
outstanding aggregate principal amount of Notes issued under this Indenture at a redemption price
in cash of 109.250% of the principal amount thereof, plus accrued and unpaid interest and
additional
interest, if any, on the Notes redeemed, to the redemption date, with the net cash proceeds of
one or more Equity Offerings of the Company; provided that:





     (1) at least 65% of the initially outstanding aggregate principal amount of Notes
(excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately
after the occurrence of such redemption;




     (2) notice of any such redemption shall be given by the Company to the Holders and the
Trustee within 30 days after the consummation of any such Equity Offering; and



-46-









 






     (3) such redemption shall occur within 60 days of the date of such notice.



          (b) Except pursuant to the preceding paragraph or paragraphs (d) or (e) below, the Notes will
not be redeemable at the Company’s option prior to December 1, 2011.




          (c) On or after December 1, 2011, the Company may redeem the Notes, in whole or in part, upon
not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages
of principal amount thereof) set forth below plus accrued and unpaid interest and additional
interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the
twelve-month period beginning on December 1 of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	2011

	 	 	104.625	%
	2012

	 	 	102.313	%
	2013

	 	 	100.00	%





Unless the Company defaults in the payment of the redemption price, interest and additional
interest, if any, will cease to accrue on the Notes or portions thereof called for redemption on
the applicable redemption date, subject to the satisfaction of any condition to such redemption.




          (d) At any time prior to December 1, 2011, the Company may also redeem all or a part of the
Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the principal amount of notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional
interest, if any, to the date of redemption, subject to the rights of Holders on the relevant
record dates occurring prior to the redemption date to receive interest due on the relevant
Interest Payment Date.




          (e) In addition to the foregoing, if:





     (1) any Gaming Authority makes a determination of unsuitability of a Holder or
beneficial owner of Notes (or of an Affiliate of such Holder or beneficial owner), or




     (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an
Affiliate thereof) must either (i) be licensed, qualified or found suitable or otherwise
obtain any approval, consent, permit or finding under any applicable Gaming Laws or (ii)
reduce its position in the Notes to below a level that would require licensure,
qualification or a finding of suitability, and such Holder or beneficial owner (or Affiliate
thereof):




     (A) fails to apply for a license, qualification or a finding of suitability
within 30 days (or such shorter period as may be required by the applicable Gaming
Authority) after being requested to do so by the Gaming Authority,




     (B) fails to reduce its position in the Notes appropriately, or




     (C) is denied such license or qualification or not found suitable or
denied such other approval, consent, permit or finding or otherwise fails to
qualify under applicable Gaming Laws,


the Company shall have the right, at any time from or after the Issue Date, at its option:




-47-









 









     (1) to require any such Holder or beneficial owner to dispose of all or a portion of
its Notes within 30 days (or such earlier date as may be required by the applicable Gaming
Authority) of receipt of such notice or finding by such Gaming Authority, or




     (2) to call for the redemption of all or a portion of the Notes of such Holder or
beneficial owner at a redemption price equal to the least of:




     (A) the principal amount thereof together with accrued and unpaid interest and
additional interest, if any, to the earlier of the date of redemption or the date of
the denial of license or qualification or of the finding of unsuitability by such
Gaming Authority (subject to the rights of the Holders on the relevant record dates
occurring prior to such redemption date to receive interest on the relevant interest
payment date),




     (B) the price at which such Holder or beneficial owner acquired the Notes,
together with accrued and unpaid interest and additional interest, if any, to the
earlier of the date of redemption or the date of the denial of license or
qualification or of the finding of unsuitability by such Gaming Authority (subject
to the rights of Holders of Notes on the relevant record dates occurring prior to
such redemption date to receive interest on the relevant interest payment date),




     (C) the fair market value of the Notes to be redeemed on the date of
redemption, or




     (D) such other lesser amount as may be required by any Gaming Authority.



          Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of
the Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied
approval, consent, a permit, a license, qualification or a finding of suitability, the Holder or
beneficial owner will not have any further rights with respect to the Notes to:





     (1) exercise, directly or indirectly, through any Person, any right conferred by the
Notes;




     (2) receive any interest or additional interest, if any, or any other distribution or
payment with respect to the Notes; or




     (3) receive any remuneration in any form from the Company or its Affiliates for
services rendered or otherwise, except the redemption price of the Notes.



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




          In addition, by accepting a Note, each Holder or beneficial owner of a Note will be agreeing
to comply with all requirements of the Gaming Laws and Gaming Authorities in each jurisdiction
where the Company and its Affiliates are licensed or registered under applicable Gaming Laws or
conduct gaming activities.




          (f) Any redemption pursuant to this Section 3.07 (other than any redemption pursuant to
Section 3.07(e)) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.




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          Restrictions on the transfer of the Capital Stock of the Company’s Subsidiaries licensed in
certain jurisdictions, and agreements not to encumber such Capital Stock, in each case, in respect
of the Notes, are not effective without the prior approval of the applicable Gaming Authorities.
No Subsidiary shall be subject to such restrictions until the earlier of such time (the “Applicable
Date”) as (1) approval of such restrictions with respect to such Subsidiary is received from the
applicable Gaming Authorities or (2) a registered public offering of the Notes is made pursuant to
a prior approval of the applicable Gaming Authorities of such offering that includes a prior
approval of such restrictions with respect to such Subsidiary. All required approvals have been
obtained as of the Issue Date with respect to the Company’s existing Subsidiaries in each
jurisdiction other than Nevada and Iowa. The Company shall use commercially reasonable efforts to
cause the Applicable Date to occur for the Company’s Nevada gaming subsidiary at the earliest
practicable time. The Guarantee of the Notes by Ameristar Casino Council Bluffs, Inc. must be
approved by the Iowa Racing and Gaming Commission to be effective. The Company shall use
commercially reasonable best efforts to cause the Applicable Date to occur for Ameristar Casino
Council Bluffs, Inc. at the earliest practicable time.




Section 3.08 Mandatory Redemption.




          Except as described under Sections 4.10 and 4.15 hereof, the Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.




Section 3.09 Offer to Purchase by Application of Excess Proceeds.




          In the event that, pursuant to Section 4.10 hereof, the Company is required to commence a Net
Proceeds Offer, it will follow the procedures specified below.




          The Net Proceeds Offer will remain open for a period of at least 20 Business Days following
its commencement and not more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the “Offer Period”). The Net Proceeds Offer Payment Date shall be no
later than five Business Days after the termination of the Offer Period. On the Net Proceeds Offer
Payment Date, the Company shall purchase the principal amount of Notes required to be purchased
pursuant to Section 4.10 hereof. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.




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




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





     (1) that the Net Proceeds Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Net Proceeds Offer will remain open;




     (2) the Net Proceeds Offer Amount, the purchase price and the Net Proceeds Offer
Payment Date;



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     (3) that any Note not tendered or accepted for payment will continue to accrue
interest;




     (4) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Net Proceeds Offer will cease to accrue interest and additional
interest, if any, after the Net Proceeds Purchase Date;




     (5) that Holders electing to have a Note purchased pursuant to an Net Proceeds Offer
may elect to have Notes purchased in the minimum amount equal to $2,000 and integral
multiples of $1,000 in excess thereof;




     (6) that Holders electing to have Notes purchased pursuant to any Net Proceeds Offer
will be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the
Company, the Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three Business Days before the Net Proceeds Purchase Date;




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




     (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness
surrendered by Holders thereof exceeds the Net Proceeds Offer Amount, the Company will
select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based
on the principal amount of Notes and such other pari passu Indebtedness surrendered (with
such adjustments as may be deemed appropriate by the Company so that only Notes in minimum
denominations of $2,000, or integral multiples of $1,000 in excess thereof, will be
purchased); and




     (9) that Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer) representing the same indebtedness to the extent not repurchased.



          On or before the Net Proceeds Offer Payment Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Net Proceeds Offer Amount
(less any pro rata portion thereof attributable to other pari passu Indebtedness) of Notes or
portions thereof tendered pursuant to the Net Proceeds Offer, or if less than the Net Proceeds
Offer Amount attributable to the Notes has been tendered, all Notes tendered, and will deliver or
cause to be delivered to the Trustee the Notes properly accepted together with an Officers’
Certificate stating that such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent,
as the case may be, will promptly mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and
the Company will promptly issue a new Note, and the Trustee, upon written request from the Company,
will authenticate and mail or deliver (or cause to be
transferred by book-entry) such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company will publicly announce the results of
the Net Proceeds Offer on the Net Proceeds Offer Payment Date.




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




ARTICLE 4




COVENANTS




Section 4.01 Payment of Notes.




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




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




Section 4.02 Maintenance of Office or Agency.




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




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




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




Section 4.03 Reports.




          Whether or not required by the rules and regulations of the SEC, so long as any Notes are
outstanding, the Company will furnish to the Holders of Notes with a copy to the Trustee:




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     (1) all quarterly and annual financial information that would be required to be
contained in a filing or filings by the Company with the SEC on Forms 10-Q and 10-K if the
Company were required to file such forms, including a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and, with respect to the annual
information only, a report thereon by the Company’s independent registered public accounting
firm, and




     (2) all current reports that would be required to be filed by the Company with the SEC
on Form 8-K if the Company were required to file such reports,


in each case within 15 days of the time periods such filings would be due as specified in the SEC’s
rules and regulations.




          In addition, the Company will file such information with the SEC to the extent the SEC is
accepting such filings. The Company has agreed that, for so long as any Notes remain outstanding
during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise
permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange
Act, it will furnish to the Holders and to the prospective investors, upon their reasonable
request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act. The Company may deliver the consolidated reports or financial information of the Company to
comply with the foregoing requirements.




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




Section 4.04 Compliance Certificate.




          (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the
TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, beginning
April 30, 2010, an Officers’ Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default has occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is taking or proposes to
take with respect thereto).




          (b) Except with respect to a default in payment of principal of, premium, if any, and interest
and additional interest, if any, on the Notes as described in Section 4.01 hereof, the Trustee
shall have no duty to inquire as to the performance of the Company’s covenants in this Article 4
and the Trustee shall not be deemed to have knowledge of any Default or Event of Default unless
such Trustee receives written notification or obtains actual knowledge in writing.




Section 4.05 Taxes.




          The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency,
all material taxes, assessments, and governmental levies except such as are contested in good faith
and



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




Section 4.06 Stay, Extension and Usury Laws.




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




Section 4.07 Restricted Payments.




          (a) Neither the Company nor any Restricted Subsidiary will, directly or indirectly:





     (1) declare or pay any dividend or make any other payment or distribution (other than
dividends or distributions payable solely in Qualified Capital Stock of the Company or
dividends or distributions payable to the Company or a Restricted Subsidiary) in respect of
the Company’s or any Restricted Subsidiary’s Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or such Restricted Subsidiary, as applicable) or to the direct or indirect holders of the
Company’s or such Restricted Subsidiary’s Equity Interests in their capacity as such,




     (2) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any Restricted Subsidiary) Equity Interests of the Company or any Restricted Subsidiary
or of any direct or indirect parent of the Company (other than any such Equity Interests
owned by the Company or any Restricted Subsidiary),




     (3) make any payment on or with respect to, or purchase, defease, redeem, prepay,
decrease or otherwise acquire or retire for value any Indebtedness that is subordinate in
right of payment to the Notes, except (i) a payment of principal, interest or other amounts
required to be paid at Stated Maturity or (ii) a payment made to the Company or any
Restricted Subsidiary, or




     (4) make any Investment (other than Permitted Investments)


(each of the foregoing prohibited actions set forth in clauses (1), (2), (3) and (4) being referred
to as a “Restricted Payment”), if at the time of such proposed Restricted Payment or immediately
after giving effect thereto,





     (1) a Default or an Event of Default has occurred and is continuing or would result
therefrom,




     (2) the Company is not, or would not be, able to Incur at least $1.00 of additional
Indebtedness under the Consolidated Coverage Ratio test described in Section 4.09(b), or




     (3) the aggregate amount of Restricted Payments (the amount expended for such purposes,
if other than in cash, being the fair market value of such property as determined in the



-53-









 







good faith reasonable judgment of the Company) exceeds or would exceed the sum, without
duplication, of:




     (A) 50% of the cumulative Consolidated Net Income (or if cumulative
Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company and
the Restricted Subsidiaries during the period (treating such period as a single
accounting period) beginning on April 1, 2009 and ending on the last day of the most
recent fiscal quarter of the Company ending immediately prior to the date of the
making of such Restricted Payment for which internal financial statements are
available ending not more than 135 days prior to the date of determination, plus




     (B) 100% of the fair market value of the aggregate net proceeds received by the
Company from any Person (other than from a Subsidiary of the Company) from the
issuance and sale of Qualified Capital Stock of the Company or the amount by which
Indebtedness of the Company or any Restricted Subsidiary is reduced by the
conversion or exchange of debt securities or Disqualified Capital Stock into or for
Qualified Capital Stock (to the extent that proceeds of the issuance of such
Qualified Capital Stock would have been includable in this clause if such Qualified
Capital Stock had been initially issued for cash) subsequent to the Issue Date and
on or prior to the date of the making of such Restricted Payment (excluding any
Qualified Capital Stock of the Company the purchase price of which has been financed
directly or indirectly using funds (i) borrowed from the Company or any Restricted
Subsidiary, unless and until and to the extent such borrowing is repaid, or (ii)
contributed, extended, guaranteed or advanced by the Company or any Restricted
Subsidiary (including, without limitation, in respect of any employee stock
ownership or benefit plan)); provided that such aggregate net proceeds are limited
to cash, Cash Equivalents and other assets used or useful in a Related Business or
the Capital Stock of a Person engaged in a Related Business, plus




     (C) 100% of the aggregate cash received by the Company subsequent to the Issue
Date and on or prior to the date of the making of such Restricted Payment upon the
exercise of options or warrants (whether issued prior to or after the Issue Date) to
purchase Qualified Capital Stock of the Company, plus




     (D) to the extent that any Restricted Investment that was made after the Issue
Date is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash
or Cash Equivalents, or any dividends, distributions, interest payments, principal
repayments or returns of capital are received by the Company or any Restricted
Subsidiary in respect of any Restricted Investment, the proceeds of such sale,
liquidation, repayment, dividend, distribution, principal repayment or return of
capital, in each such case (i) reduced by the amount of any Amount Limitation
Restoration (as defined below) for such Restricted Investment and (ii) valued at the
cash or marked-to-market value of Cash Equivalents received with respect to such
Restricted Investment (less the cost of disposition, if any), and to the extent that
any Restricted Investment consisting of a guarantee or other contingent obligation
that was made after the Issue Date is terminated or cancelled, the excess, if any,
of (x) the amount by which such Restricted Investment reduced the sum otherwise
available for making Restricted Payments under this first paragraph of the
Restricted Payment covenant, over (y) the aggregate amount of payments made
(including costs incurred) in respect of such guarantee or other contingent
obligation, plus




     (E) to the extent that any Person becomes a Restricted Subsidiary or an
Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the Issue
Date, the



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lesser of (i) the fair market value of the Restricted Investment of the
Company and its Restricted Subsidiaries in such Person as of the date it becomes a
Restricted Subsidiary or in such Unrestricted Subsidiary on the date of
redesignation as a Restricted Subsidiary or (ii) the fair market value of such
Restricted Investment as of the date such Restricted Investment was originally made
in such Person or, in the case of the redesignation of an Unrestricted Subsidiary
into a Restricted Subsidiary which Subsidiary was designated as an Unrestricted
Subsidiary after the Issue Date, the amount of the Company and its Restricted
Subsidiaries’ Restricted Investment therein as determined under Section 4.18 hereof,
plus the aggregate fair market value of any additional Restricted Investments (each
valued as of the date made) by the Company and its Restricted Subsidiaries in such
Unrestricted Subsidiary after the Issue Date; provided that any amount so determined
in (i) or (ii) shall be reduced to the extent that such Restricted Investment shall
have been recouped as an Amount Limitation Restoration to the Amount Limitation of
clause (5) below.



          (b) Notwithstanding the foregoing, the provisions set forth in Section 4.07(a) will not
prohibit:





     (1) the payment of any dividend or the making of any distribution within 60 days after
the date of declaration of such dividend or distribution if the making thereof would have
been permitted on the date of declaration; provided such dividend will be deemed to have
been made as of its date of declaration for purposes of this clause (1);




     (2) the redemption, repurchase, retirement or other acquisition of Capital Stock of the
Company or warrants, rights or options to acquire Capital Stock of the Company either (a)
solely in exchange for shares of Qualified Capital Stock of the Company or warrants, rights
or options to acquire Qualified Capital Stock of the Company, or (b) through the application
of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of
the Company) of shares of Qualified Capital Stock of the Company or warrants, rights or
options to acquire Qualified Capital Stock of the Company;




     (3) the payment, redemption, repurchase, retirement, defeasance or other acquisition of
Indebtedness of any Obligor that is subordinate in right of payment to the Notes or the
Guarantees (a) solely in exchange for (i) shares of Qualified Capital Stock of the Company
or (ii) Permitted Refinancing Indebtedness, or (b) through the application of the net
proceeds of a sale for cash (other than to an Obligor) within 45 days of such sale of (i)
shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire
Qualified Capital Stock of the Company or (ii) Permitted Refinancing Indebtedness or (c)
within one year of the scheduled final maturity thereof;




     (4) redemptions, repurchases or repayments to the extent required by any Gaming
Authority having jurisdiction over the Company or any Restricted Subsidiary or deemed
necessary by the Board of the Company in order to avoid the suspension, revocation or denial
of a gaming license by any Gaming Authority or other right to conduct lawful gaming
operations;




     (5) other Restricted Payments not to exceed $75 million in the aggregate made on or
after the Issue Date; provided no Default or Event of Default then exists or would result
therefrom;




     (6) repurchases by the Company of its common stock, options, warrants or other
securities exercisable or convertible into such common stock from employees, officers,
consultants



-55-









 







or directors of the Company or any of its respective Subsidiaries upon death,
disability or termination of employment, relationship or directorship of such employees,
officers, consultants or directors;




     (7) the payment of any amounts in respect of Equity Interests by any Restricted
Subsidiary organized as a partnership or a limited liability company or other pass-through
entity:




     (a) to the extent of capital contributions made to such Restricted Subsidiary
(other than capital contributions made to such Restricted Subsidiary by the Company
or any Restricted Subsidiary),




     (b) to the extent required by applicable law, or




     (c) to the extent necessary for holders thereof to pay taxes with respect to
the net income of such Restricted Subsidiary, the payment of which amounts under
this clause (c) is required by the terms of the relevant partnership agreement,
limited liability company operating agreement or other governing document;




provided, that except in the case of clause (b) or (c), no Default or Event of Default has
occurred and is continuing at the time of such Restricted Payment or would result therefrom,
and provided further that, except in the case of clause (b) or (c), such distributions are
made pro rata in accordance with the respective Equity Interests contemporaneously with the
distributions paid to the Company or a Restricted Subsidiary or their Affiliates holding an
interest in such Equity Interests;




     (8) the payment of any dividend or distributions by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis;




     (9) the repurchase of Equity Interests deemed to occur upon the exercise of stock
options to the extent such Equity Interests represent a portion of the exercise price of
those stock options, or upon the vesting of restricted stock, restricted stock units or
performance share units to the extent necessary to satisfy tax withholding obligations
attributable to such vesting;




     (10) the declaration and payment of regularly scheduled or accrued dividends or
distributions to holders of any class or series of Disqualified Capital Stock of the Company
or any Restricted Subsidiary of the Company issued on or after the Issue Date in accordance
with the Consolidated Coverage Ratio test described in Section 4.09(b);




     (11) payments in lieu of fractional shares of the Company’s Capital Stock;




     (12) that portion of Restricted Investments the payment for which consists exclusively
of the Company’s Qualified Capital Stock; or




     (13) dividends on the Company’s Capital Stock not to exceed $30 million in any fiscal
year; provided that an amount not used in any fiscal year may be carried forward and applied
in a subsequent fiscal year.



          In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date,
Restricted Payments made pursuant to clauses 3(a)(ii), 3(b)(ii), (6), (7), (8), (9), (11), (12) or
(13) of the immediately preceding paragraph shall, in each case, be excluded from such calculation;
provided, that any amounts expended or liabilities incurred in respect of fees, premiums or similar
payments



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in connection therewith shall be included in such calculation. Restricted Payments under
clause (5) shall be limited to the amount of $75 million set forth in such clause (an “Amount
Limitation”). The Amount Limitation shall be permanently reduced at the time of any Restricted
Payment made under such clause; provided, however, that to the extent that a Restricted Investment
made under such clause is sold for cash or Cash Equivalents or otherwise liquidated or repaid for
cash or Cash Equivalents, interest payments, principal repayments or returns of capital are
received by the Company or any Restricted Subsidiary in respect of such Restricted Investment,
valued, in each such case at the cash or marked-to-market value of Cash Equivalents received with
respect to such Restricted Investment (less the cost of disposition, if any), or to the extent that
any Restricted Investment consisting of a guarantee or other contingent obligation that was made
after the Issue Date is terminated or cancelled, the excess, if any of (x) the amount by which such
Restricted Investment counted toward the Amount Limitation, over (y) the aggregate amount of
payments made (including costs incurred) in respect of such guarantee or other contingent
obligation, then the Amount Limitation for such clause shall be increased by the amount so received
by the Company or a Restricted Subsidiary or the amount of such excess of (x) over (y) (an “Amount
Limitation Restoration”). In no event shall the aggregate Amount Limitation Restoration for a
Restricted Investment exceed the original amount of such Restricted Investment.




          With respect to clause (5) above, the Amount Limitation under such clause shall also be
increased when any Person becomes a Restricted Subsidiary or an Unrestricted Subsidiary is
redesignated as a Restricted Subsidiary (each such increase also referred to as an “Amount
Limitation Restoration”) by the lesser of (i) the fair market value of the Restricted Investment
made under clause (5) above in such Person as of the date it becomes a Restricted Subsidiary or in
such Unrestricted Subsidiary as of the date of redesignation, as the case may be, or (ii) the fair
market value of such Restricted Investment as of the date such Restricted Investment was originally
made in such Person or, in the case of the redesignation of an Unrestricted Subsidiary into a
Restricted Subsidiary which Subsidiary was designated as an Unrestricted Subsidiary after the Issue
Date, the amount of the Company’s Restricted Investment therein as determined under Section 4.18
hereof, plus the aggregate fair market value of any additional Investments (each valued as of the
date made) made under clause (5) above in such Unrestricted Subsidiary after the Issue Date.




          Not less than once each fiscal quarter in which the Company has made a Restricted Payment
(other than Restricted Payments made pursuant to clauses (8), (9), (11), (12) or (13) above), the
Company shall deliver to the Trustee an officers’ certificate stating that each Restricted Payment
(and any Amount Limitation Restoration relied upon in making such Restricted Payment) made during
the prior fiscal quarter complies with this Indenture and setting forth in reasonable detail the
basis upon which the required calculations were computed, which calculations may be based upon the
Company’s latest available internal quarterly financial statements. In the event that the Company
makes one or more Restricted Payments in an amount exceeding $10 million that have not been covered
by an officers’ certificate issued pursuant to the immediately preceding sentence, the Company
shall deliver to the Trustee an officers’ certificate stating that such Restricted Payments (and
any Amount Limitation Restoration relied upon in making such Restricted Payment) comply with this
Indenture and setting forth in reasonable detail the basis upon which the required calculations
were computed (upon which the Trustee may conclusively rely without any investigation whatsoever),
which calculations may be based upon the Company’s
latest available internal quarterly financial statements. In the event the Company fails to
deliver any such report described in this paragraph to the Trustee, such failure shall not
constitute a Default until and unless the Company has failed to deliver such report within 30 days
after written notice to the Company of such failure by the Trustee or by a Holder.




          For purposes of this Section 4.07, it is understood that the Company may rely on internal or
publicly reported financial statements even though there may be subsequent adjustments (including
review and audit adjustments) to such financial statements. For avoidance of doubt, any Restricted




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Payment that complied with the conditions of this Section 4.07, made in reliance on such
calculation by the Company based on such internal or publicly reported financial statements, shall
be deemed to continue to comply with the conditions of this Section 4.07, notwithstanding any
subsequent adjustments that may result in changes to such internal financial or publicly reported
statements.




Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.




          No Restricted Subsidiary will, directly or indirectly, create or otherwise cause or permit or
suffer to exist or become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:





     (1) pay dividends or make any other distributions on its Capital Stock,




     (2) make loans or advances to or pay any Indebtedness or other obligations owed to the
Company or to any other Restricted Subsidiary, or




     (3) transfer any of its property or assets to the Company or to any Restricted
Subsidiary (each such encumbrance or restriction in clause (1), (2) or (3), a “Payment
Restriction”).



          However, the preceding restrictions will not apply to encumbrances or restrictions existing
under or by reason of:





     (a) applicable law or required by any Gaming Authority;




     (b) this Indenture, the Notes and the Guarantees and other Indebtedness of the Company
or any Restricted Subsidiary ranking pari passu with the Notes; provided that such
restrictions are no more restrictive taken as a whole than those imposed by this Indenture;




     (c) customary non-assignment provisions of any contract, license or lease of any
Restricted Subsidiary entered into in the ordinary course of business of such Restricted
Subsidiary;




     (d) any instrument governing Acquired Debt Incurred in connection with an acquisition
by any Obligor or Restricted Subsidiary in accordance with this Indenture as the same was in
effect on the date of such Incurrence; provided that such encumbrance or restriction is not,
and will not be, applicable to any Person, or the properties or assets of any Person, other
than the Person and its Subsidiaries or the property or assets, including directly-related
assets, such as accessions and proceeds so acquired or leased;




     (e) any restriction or encumbrance contained in contracts for the sale of Equity
Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be
consummated in accordance with this Indenture solely in respect of Equity Interests (or
assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract;




     (f) any restrictions of the nature described in clause (3) above with respect to the
transfer of assets secured by a Lien that is permitted by this Indenture to be Incurred;




     (g) any encumbrance or restriction contained in Permitted Refinancing Indebtedness;
provided that the provisions relating to such encumbrance or restriction contained in any
such Permitted Refinancing Indebtedness are no less favorable to the Holders of the Notes in
any material respect in the good faith judgment of the Company than the provisions relating
to such encumbrance or restriction contained in the Indebtedness being refinanced;



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     (h) agreements governing Indebtedness of the Company or its Restricted Subsidiaries
existing on the Issue Date, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of those agreements;
provided that the amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in those
agreements on the date of this Indenture, taken as a whole;




     (i) any restriction imposed by Indebtedness incurred under the Credit Facilities;
provided that such restriction or requirement is no more restrictive taken as a whole than
that imposed by the Bank Credit Agreement as of the Issue Date;




     (j) provisions with respect to the disposition or distribution of assets or property in
joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback
agreements and other similar agreements not prohibited by this Indenture;




     (k) any restriction on cash or other deposits or net worth imposed by customers or
lessors or required by insurance, surety or bonding companies, in each case under contracts
entered into in the ordinary course of business; or




     (l) any agreement for the sale or other disposition of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending the sale or other disposition.



Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.





     (a) The Company will not, directly or indirectly:




     (1) Incur any Indebtedness or issue any Disqualified Capital Stock, other than
Permitted Indebtedness, or




     (2) cause or permit any of its Restricted Subsidiaries to Incur any Indebtedness or
issue any Disqualified Capital Stock or preferred stock, in each case, other than Permitted
Indebtedness.



          (b) Notwithstanding the foregoing limitations, the Company may issue Disqualified Capital
Stock and may Incur Indebtedness (including, without limitation, Acquired Debt), and any Obligor
(other than the Company) may issue preferred stock or Incur Indebtedness (including, without
limitation, Acquired Debt) if immediately after giving pro forma effect to such proposed Incurrence
or issuance and the receipt and application of the net proceeds therefrom, the Company’s
Consolidated Coverage Ratio would not be less than 2.00:1.00.




          Any Indebtedness of any Person existing at the time it becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition of capital stock or otherwise) shall be deemed to be
Incurred as of the date such Person becomes a Restricted Subsidiary.




          Notwithstanding any other provision of this Section 4.09, a guarantee of Indebtedness of the
Company or of Indebtedness of a Restricted Subsidiary will not constitute a separate Incurrence, or
amount outstanding, of Indebtedness so long as the Indebtedness so guaranteed was Incurred in
accordance with the terms of this Indenture.




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          For purposes of determining compliance with this Section 4.09, in the event that an item of
Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness
described in clauses (1) through (17) of such definition or is entitled to be Incurred pursuant to
Section 4.09(b) hereof, the Company will, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this Section and such item of Indebtedness will be
treated as having been Incurred pursuant to only one of such clauses or pursuant to Section 4.09(b)
hereof. The Company may reclassify such Indebtedness from time to time in its sole discretion and
may classify any item of Indebtedness in part under one or more of the categories of Permitted
Indebtedness and/or in part as Indebtedness entitled to be Incurred pursuant to Section 4.09(b)
hereof.




          Accrual of interest or dividends, the accretion of principal amount or dividends, the payment
of interest on any Indebtedness in the form of additional Indebtedness with the same terms or the
payment of dividends on any Disqualified Capital Stock in the form of additional Disqualified
Capital Stock with the same terms will not be deemed to be an Incurrence of Indebtedness or an
issuance of Disqualified Capital Stock for purposes of this covenant. Any increase in the amount
of Indebtedness solely by reason of currency fluctuations will not be deemed to be an incurrence of
Indebtedness for purposes of determining compliance with this covenant. A change in GAAP that
results in an obligation existing at the time of such change, not previously classified as
Indebtedness, becoming Indebtedness will not be deemed to be an incurrence of Indebtedness for
purposes of this covenant.




Section 4.10 Asset Sales.




          No Obligor will, directly or indirectly:





     (1) consummate an Asset Sale unless such Obligor, receives consideration at the time of
such Asset Sale (determined at such time or at such earlier time as such Obligor becomes
obligated to complete such Asset Sale) at least equal to the fair market value of the assets
sold or of which other disposition is made (as determined in good faith by the Board of such
Obligor), and




     (2) consummate or enter into a binding obligation to consummate an Asset Sale unless at
least 75% of the consideration received by such Obligor from such Asset Sale will be cash or
Cash Equivalents. For purposes of this provision, each of the following shall be deemed to
be cash:




     (A) any liabilities as shown on the Obligor’s most recent balance sheet (or in
the notes thereto) (other than (i) Indebtedness subordinate in right of payment to
the Notes, (ii) contingent liabilities, (iii) liabilities or Indebtedness to
Affiliates of the Company and (iv) Non-Recourse Indebtedness) that are assumed by
the transferee of any such assets, and




     (B) to the extent of the cash received, any notes or other obligations or
securities received by such Obligor from such transferee that are converted by such
Obligor into cash within 180 days of receipt.



          Notwithstanding the foregoing, an Obligor may consummate an Asset Sale without complying with
the foregoing provisions if:





     (1) such Obligor receives consideration at the time of such Asset Sale at least equal
to the fair market value of the assets or other property sold, issued or otherwise disposed
of (as evidenced by a resolution of the Board of such Obligor), and



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     (2) the consideration for such Asset Sale constitutes Productive Assets; provided that
any non-cash consideration not constituting Productive Assets received by such Obligor in
connection with such Asset Sale that is converted into or sold or otherwise disposed of for
cash or Cash Equivalents at any time within 360 days after such Asset Sale shall constitute
Net Cash Proceeds subject to the provisions set forth above.



          Upon the consummation of an Asset Sale, the Company or the affected Obligor will be required
to apply an amount equal to all Net Cash Proceeds (excluding amounts received and considered as
“cash” pursuant to clause (2)(a) of the first paragraph of this Section 4.10) that are received
from such Asset Sale within 360 days of the receipt thereof either:





     (1) to reinvest (or enter into a binding commitment to invest, if such investment is
effected within 360 days after the date of such commitment) in Productive Assets or in Asset
Acquisitions not otherwise prohibited by this Indenture,




     (2) to repay Indebtedness under the Bank Credit Agreement (or other Indebtedness of the
Company or such Obligor, as applicable, secured by a Lien secured by clause (7) of the
definition of “Permitted Liens”), and, in the case of any such repayment under any revolving
credit or other facility that permits future borrowings, effect a permanent reduction in the
availability or commitment under such facility, and/or




     (3) a combination of repayment and reinvestment as permitted by the foregoing clauses
(1) and (2).



          Pending the final application of any such Net Cash Proceeds, the Obligors may temporarily
reduce revolving Indebtedness or otherwise invest such Net Cash Proceeds in any manner not
prohibited by this Indenture.




          On the 361st day after an Asset Sale (or in the case of any amount committed to reinvestment,
on the 181st day following the 361st day after an Asset Sale if such amount is not actually so
reinvested) or such earlier date, if any, as the Board of the Company or the affected Obligor
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause
(1), (2), or (3) of the preceding paragraph (each a “Net Proceeds Offer Trigger Date”), such
aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds
Offer Trigger Date as permitted in clause (1), (2), or (3) of the preceding paragraph (each a “Net
Proceeds Offer Amount”), will be applied by the Company to make an offer to purchase (the “Net
Proceeds Offer”), on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than
60 days following the applicable Net Proceeds Offer Trigger Date, on a pro rata basis (a) Notes at
a purchase price in cash equal to 100% of the aggregate principal amount of Notes, in each case,
plus accrued and unpaid interest thereon and additional interest, if any, on the Net Proceeds Offer
Payment Date, and (b) other Indebtedness Incurred by the Company
which is pari passu with the Notes, in each case to the extent required by the terms thereof;
provided that if at any time within 360 days after an Asset Sale any noncash consideration received
by the Company or the affected Obligor in connection with such Asset Sale (other than noncash
consideration deemed to be cash as provided in clause (2)(b) above) is converted into or sold or
otherwise disposed of for cash, then such conversion or disposition will be deemed to constitute an
Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this
Section 4.10. To the extent that the aggregate principal amount of Notes or other pari passu
Indebtedness tendered pursuant to the Net Proceeds Offer is less than the Net Proceeds Offer
Amount, the Obligors may use any remaining proceeds of such Asset Sales for general corporate
purposes (but subject to the other terms of this Indenture). Upon completion of a Net Proceeds
Offer, the Net Proceeds Offer Amount relating to such Net Proceeds Offer will be deemed to be zero
for purposes of any subsequent Asset Sale. In the event that a Restricted Subsidiary



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consummates
an Asset Sale, only that portion of the Net Cash Proceeds therefrom (including any Net Cash
Proceeds received upon the sale or other disposition of any non-cash proceeds received in
connection with an Asset Sale) that are distributed to or received by any Obligor will be required
to be applied by the Obligors in accordance with the provisions of this paragraph.




          Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $25 million, the
application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds
Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount
of all Net Proceeds Offer Amounts arising subsequent to the date of this Indenture from all Asset
Sales by the Obligors in respect of which a Net Proceeds Offer has not been made aggregate at least
$25 million, at which time the affected Obligor will apply all Net Cash Proceeds constituting all
Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (each date on
which the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $25 million or more
will be deemed to be a Net Proceeds Offer Trigger Date).




          The Company will comply with all applicable laws, including, without limitation, Rule 14e-1 of
the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and
will include all instructions and materials necessary to enable Holders to tender their Notes. To
the extent that the provisions of any such laws or rules conflict with the provisions of Section
3.09 hereof or this Section 4.10, the Company’s compliance with such laws and rules shall not in
and of itself constitute a breach of the Company’s obligations under Section 3.09 hereof or this
Section 4.10.




Section 4.11 Transactions with Affiliates.




          The Company will not, and will not permit any Restricted Subsidiary to, make any payment to,
or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the
foregoing, an “Affiliate Transaction”), unless:





     (1) such Affiliate Transaction is, considered in light of any series of related
transactions of which it comprises a part, on terms that are fair and reasonable and no less
favorable to the Company or such Restricted Subsidiary than those that might reasonably have
been obtained at such time in a comparable transaction or series of related transactions on
an arm’s-length basis from a Person that is not such an Affiliate;




     (2) with respect to any Affiliate Transaction involving aggregate consideration of $20
million or more to the Company or such Restricted Subsidiary, a majority of the
disinterested members of the Board of the Company (and of any other affected Restricted
Subsidiary, where
applicable) shall, prior to the consummation of any portion of such Affiliate
Transaction, have approved such Affiliate Transaction, as evidenced by a resolution of its
Board; and




     (3) with respect to any Affiliate Transaction involving value of $30 million or more to
the Company or such Restricted Subsidiary, the Board of the Company or such Restricted
Subsidiary shall have received prior to the consummation of any portion of such Affiliate
Transaction, a written opinion from an independent investment banking, valuation, accounting
or appraisal firm of recognized national standing that such Affiliate Transaction is on
terms that are fair to the Company or such Restricted Subsidiary from a financial point of
view.



          The foregoing restrictions will not apply to:




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     (1) reasonable fees, compensation and benefit arrangements (including any such
compensation in the form of Equity Interests not derived from Disqualified Capital Stock,
together with loans and advances, the proceeds of which are used to acquire such Equity
Interests) paid to, and indemnity provided on behalf of, officers, directors, employees or
consultants of the Company or its Subsidiaries as determined in good faith by the Board or
senior management;




     (2) any transaction solely between or among the Company and any of its Restricted
Subsidiaries to the extent any such transaction is otherwise in compliance with, or not
prohibited by, this Indenture;




     (3) any Restricted Payment permitted by Section 4.07 or any Permitted Investment;




     (4) sales of Equity Interests (other than Disqualified Capital Stock) to any of the
Company’s Affiliates;




     (5) the pledge of the Equity Interests of Unrestricted Subsidiaries or joint ventures
to support the Indebtedness thereof;




     (6) any transactions between the Company or any of its Restricted Subsidiaries and any
Affiliate of the Company the Equity Interests of which Affiliate are owned solely by the
Company or one or more of its Restricted Subsidiaries, on the one hand, and by persons who
are not Affiliates of the Company or its Restricted Subsidiaries, on the other hand; or




     (7) transactions pursuant to agreements existing on the Issue Date and any modification
thereto or any transaction contemplated thereby in any replacement agreement therefor so
long as such modification or replacement is not more disadvantageous to the Company or any
of our Restricted Subsidiaries in any material respect than the respective agreement
existing on the Issue Date.



Section 4.12 Liens.




          No Obligor will, directly or indirectly, create, Incur or assume any Lien, except a Permitted
Lien, on or with respect to any of its property or assets including any shares of stock or
Indebtedness of any Restricted Subsidiary, whether owned on the Issue Date or thereafter acquired,
or any income, profits or proceeds therefrom, unless:





     (1) in the case of any Lien securing Indebtedness that is subordinate in right of
payment to the Notes or the Guarantees, the Notes or the Guarantees are secured by a Lien on
such
property, assets or proceeds that is senior in priority to such Lien as long as such
Indebtedness is secured by such Lien, and




     (2) in all other cases, the Notes or the Guarantees, as the case may be, are secured on
an equal and ratable basis with the obligations secured by such Lien for so long as such
obligations are secured by such Lien.



Section 4.13 Line of Business.




          The Obligors will not engage in any lines of business other than the Core Businesses and any
Related Business.




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Section 4.14 Legal Existence.




          Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect:





     (1) its corporate existence, and subject to Section 4.10 hereof, the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to time) of
the Company or any such Subsidiary; and




     (2) the rights (charter and statutory), licenses and franchises of the Company and its
Restricted Subsidiaries;


provided, however, that the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries,
if the Company shall determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of the Notes.




Section 4.15 Offer to Repurchase Upon Change of Control.




          (a) Upon the occurrence of a Change of Control, each Holder will have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof; provided
that no Note of a principal amount of $2,000 or less shall be redeemed in part) of such Holder’s
Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in
cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes
plus accrued and unpaid interest thereon and additional interest, if any, to the date of
repurchase. Within 30 days following any Change of Control, the Company will mail a notice to the
Trustee and each Holder describing the transaction or transactions that constitute the Change of
Control and offering to repurchase Notes on the date specified in such notice, which date shall be
no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of
Control Payment Date”), pursuant to the procedures required by this Indenture and described in such
notice. The Change of Control Offer may be made up to 60 days prior to the occurrence of a Change
of Control, conditional upon such Change of Control, if a definitive agreement is in place for the
Change of Control at the time of making of the Change of Control Offer. The Company will comply
with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the
rules thereunder and all applicable federal and state securities laws, and will include all
instructions and materials necessary to enable Holders to tender their Notes and, to the extent
that the provisions of any such laws or rules conflict with the provisions of this Section 4.15,
the Company’s compliance with such laws and rules shall not in and of itself cause a breach of the
Company’s obligations under this Section 4.15.




          (b) On the Change of Control Payment Date, the Company will, to the extent lawful:





     (1) accept for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer,




     (2) 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



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     (3) deliver or cause to be delivered to the Trustee the Notes so accepted, together
with an Officers’ Certificate stating the aggregate principal amount of Notes or portions
thereof being purchased by the Company.



          The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control
Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each Holder a new Note equal in principal amount to the unpurchased
portion of the Notes surrendered by such Holder, if any; provided that each such new Note will be
in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company
will publicly announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.




          The Change of Control provisions described above will be applicable whether or not any other
provisions of this Indenture are applicable.




          (c) The Company will 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 4.15 and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer.




Section 4.16 No Layering.




          The Company will not, and will not permit any Guarantor to, Incur or suffer to exist any
Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of
the Company or such Guarantor, as the case may be, unless such Indebtedness is also contractually
subordinated in right of payment to the Notes or such Guarantor’s Guarantee, as the case may be.




Section 4.17 Additional Subsidiary Guarantees.




          The Company shall cause (i) any Material Restricted Subsidiary that is not a Guarantor and
(ii) any Subsidiary that is not a Guarantor that becomes a guarantor under the Bank Credit
Agreement after the Issue Date, to:





     (1) execute and deliver to the Trustee 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 and this
Indenture on the terms set forth in this Indenture; and




     (2) deliver to the Trustee an opinion of counsel that such supplemental indenture has
been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a
legal, valid, binding and enforceable obligation of such Restricted Subsidiary.
Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this
Indenture.



Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.




          (a) The Board of the Company may designate any of its Restricted Subsidiaries to be
Unrestricted Subsidiaries if such designation would not cause a Default. For purposes of making
such determination, all outstanding Investments by the Obligors (except to the extent repaid in
cash or in kind) in the Subsidiary so designated will be deemed to be Restricted Payments at the
time of such designation and will reduce the amount available for Restricted Payments under Section
4.07(a) to the extent that such deemed Restricted Payments would not be excluded from such
calculation under Section 4.07(b). All



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such outstanding Investments will be deemed to constitute
Investments in an amount equal to the fair market value of such Investments at the time of such
designation (as determined in the good faith reasonable judgment of the Company).




          Such designation will only be permitted if such Restricted Payment would be permitted at such
time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.




          (b) Any such designation by the Board of the Company shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the Board resolution giving effect to such designation
and an Officers’ Certificate certifying that such designation complied with the foregoing
conditions and was permitted by Section 4.07. 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 time (and, if such
Indebtedness is not permitted to be Incurred as of such date under Section 4.09, the Company shall
be in default of such Section). The Board 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:





     (1) such Indebtedness is permitted under Section 4.09, and, if applicable, calculated
on a pro forma basis as if such designation had occurred at the beginning of the reference
period, and




     (2) no Default or Event of Default would be in existence following such designation.



ARTICLE 5




SUCCESSORS




Section 5.01 Merger, Consolidation, or Sale of Assets.




          The Company may not, in a single transaction or a series of related transactions, consolidate
or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as
a whole, to any Person unless:





     (1) either




     (A) in the case of a consolidation or merger, the Company, or any successor
thereto, is the surviving or continuing corporation, or




     (B) the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or the Person which acquires by sale, assignment,
transfer, lease, conveyance or other disposition of the properties and assets of the
Company and its Subsidiaries, taken as a whole, (i) shall be a corporation organized
and validly existing under the laws of the United States or any State thereof or the
District of Columbia and (ii) shall expressly assume, by supplemental indenture (in
form and substance reasonably satisfactory to the Trustee), executed and delivered
to the Trustee, the due and punctual payment of the principal of, and premium, if
any, and interest and additional interest, if any, on all of the Notes and the
performance of every covenant of the Notes and



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this Indenture and the Registration
Rights Agreement on the part of the Company to be performed or observed;




     (2) in the event that such transaction involves (A) the incurrence by the Company or
any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating
any Indebtedness not previously an obligation of the Company or any of its Restricted
Subsidiaries incurred in connection with or as a result of such transaction as having been
incurred at the time of such transaction) and/or (B) the assumption contemplated by clause
(1)(B)(ii) above (including giving effect to any Indebtedness and Acquired Debt Incurred or
anticipated to be Incurred in connection with or in respect of such transaction), then
immediately after giving effect to such incurrence and/or assumption under clauses (A) and
(B), (i) the Company, or any such other Person assuming the obligations of the Company
through the operation of clause (1)(B) above, could Incur at least $1.00 of Indebtedness
(other than Permitted Indebtedness) pursuant to the Consolidated Coverage Ratio test
described in Section 4.09(b) or (ii) the Consolidated Coverage Ratio of the Company (or such
other Person assuming the obligations of the Company through the operation of clause (1)(B)
above) is no less than the Company’s Consolidated Coverage Ratio immediately prior to such
transaction or series of transactions;




     (3) immediately before and immediately after giving effect to such transaction and the
assumption contemplated by clause (1)(B)(ii) above (including, without limitation, giving
effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any
Lien granted in connection with or in respect of the transaction) no Default and no Event of
Default shall have occurred or be continuing; and




     (4) the Company or such other Person shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a supplemental
indenture is required in connection with such transaction, such supplemental indenture,
comply with the applicable provisions of this Indenture and that all conditions precedent in
this Indenture relating to such transaction have been satisfied.




     Notwithstanding clause (2) or (3) above:




     (A) any Guarantor may consolidate with, or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its assets to
the Company or to another Guarantor, and




     (B) the Company or any Subsidiary may consolidate with or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to
any Person that has conducted no business and Incurred no Indebtedness or other
liabilities if such transaction is solely for the purpose of effecting a change in the state
of incorporation or form of organization of the Company or such Subsidiary.



          For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or series of transactions) of all or substantially all of the properties and
assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Company.




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Section 5.02 Successor Person Substituted.




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




ARTICLE 6




DEFAULTS AND REMEDIES




Section 6.01 Events of Default.




          Each of the following is an “Event of Default”:





     (1) default for 30 days in the payment when due of interest (including any additional
interest) on the Notes or the Guarantees;




     (2) default in payment of the principal of or premium, if any, on the Notes or the
Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise;




     (3) subject to the last paragraph of this Section 6.01, failure by any Obligor to
comply with any of its other agreements in this Indenture, the Notes or the Guarantees for
60 days after written notice to the Company by the Trustee or by Holders of not less than
25% in aggregate principal amount of the Notes then outstanding voting as a single class
with a copy to the Trustee;




     (4) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by any
Obligor (or the payment of which is guaranteed by any Obligor) whether such Indebtedness or
guarantee now exists, or is created after the Issue Date, which default:




     (A) is caused by a failure to pay principal of such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default (a “Payment Default”), or




     (B) results in the acceleration of such Indebtedness prior to its express
maturity (which acceleration has not been rescinded, annulled or cured within 20
business days of receipt by such Obligor of such notice),




and, in each case, the due and payable principal amount of any such Indebtedness, together
with the due and payable principal amount of any other such Indebtedness under which there
has been a Payment Default or the maturity of which has been so accelerated, aggregates $25
million or more;



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     (5) failure by any Obligor to pay final judgments aggregating in excess of $25 million,
net of any applicable insurance, the carrier or underwriter with respect to which has
acknowledged liability in writing, which judgments are not paid, discharged or stayed for a
period of 60 days after such judgment or judgments become final and non-appealable;




     (6) the Company, any of its Significant Subsidiaries or any group of Obligors that,
taken together as a whole, would constitute a Significant Subsidiary pursuant to or within
the meaning of Bankruptcy Law:




     (A) commences a voluntary case,




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




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




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




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




     (A) is for relief against the Company, any of its Significant Subsidiaries or
any group of Obligors that, taken together as a whole, would constitute a
Significant Subsidiary in an involuntary case;




     (B) appoints a custodian of the Company, any of its Significant Subsidiaries or
any group of Obligors that, taken together as a whole, would constitute a
Significant Subsidiary or for all or substantially all of the property of the
Company, any of its Significant Subsidiaries or any group of Obligors that, taken
together as a whole, would constitute a Significant Subsidiary; or




     (C) orders the liquidation of the Company, any of its Significant Subsidiaries
or any group of Obligors that, taken together as a whole, would constitute a
Significant Subsidiary;




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



          Notwithstanding clause (3) of the first paragraph above or any other provision of this
Indenture, any failure to perform, or breach of, any covenant or agreement pursuant to Section 4.03
shall not be a Default or an Event of Default until the 121st day after the Company has received
the notice referred to in clause (3) of Section 6.01 hereof (at which point, unless cured or
waived, such failure to perform or breach shall constitute an Event of Default). Prior to such
121st day, remedies against the Company for any such failure or breach will be limited to
additional interest at a rate per year equal to 0.25% of the principal amount of the Notes from the
60th day following such notice to and including the 120th day following such notice.




Section 6.02 Acceleration.




          If an Event of Default (other than an Event of Default with respect to clauses (6) and (7) of
Section 6.01 hereof with respect to the Company or any of its Significant Subsidiaries or any group
of



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Obligors that, taken together as a whole, would constitute a Significant Subsidiary), occurs and
is continuing, then and in every such case, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the then outstanding Notes may declare the principal amount, together
with any accrued and unpaid interest and additional interest, if any, and premium, if any, on all
the Notes and Guarantees then outstanding to be due and payable, by a notice in writing to the
Company (and to the Trustee, if given by Holders) specifying the Event of Default and that it is a
“notice of acceleration” and upon delivery of such notice the principal amount, together with any
accrued and unpaid interest and additional interest, if any, and premium, if any, on all Notes and
Guarantees then outstanding will become immediately due and payable. Upon the occurrence of
specified Events of Default specified in clause (6) or (7) of Section 6.01 hereof with respect to
the Company or any of its Significant Subsidiaries or any group of Obligors that, taken together as
a whole, would constitute a Significant Subsidiary, the principal amount, together with any accrued
and unpaid interest and premium and additional interest, if any, will immediately and automatically
become due and payable, without the necessity of notice or any other action by any Person. Holders
of the Notes may not enforce this Indenture, the Notes or the Guarantees except as provided in this
Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall
be under no obligation to exercise any of the rights or powers at the request or direction of any
of the Holders unless such Holders shall have offered to the trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or additional interest, if any) if it determines
that withholding notice is in their interest.




          The Holders of a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind an
acceleration or waive any existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment or principal of, premium, if any, or
interest on the Notes or the Guarantees.




Section 6.03 Other Remedies.




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




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




Section 6.04 Waiver of Past Defaults.




          The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under this Indenture except a continuing Default or Event
of Default in the payment of principal of, premium, if any, or interest, on the Notes or the
Guarantees (including in connection with an offer to purchase) (provided, however, that the Holders
of a majority in aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that resulted solely from
such acceleration). Upon any waiver granted or deemed granted in accordance with the terms hereof,
such



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




Section 6.05 Control by Majority.




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




Section 6.06 Limitation on Suits.




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





     (1) such Holder gives to the Trustee written notice that an Event of Default is
continuing;




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




     (3) such Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and




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



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




Section 6.07 Rights of Holders of Notes to Receive Payment.




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




Section 6.08 Collection Suit by Trustee.




          If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount of principal of, premium and additional interest, if any,
and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.




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Section 6.09 Trustee May File Proofs of Claim.




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




Section 6.10 Priorities.




          If the Trustee collects any money pursuant to this Article 6, it shall, pay out the money in
the following order:





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




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




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



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




Section 6.11 Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in aggregate principal amount of the then outstanding Notes.




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Section 6.12 Remedies Subject to Applicable Law.




          All rights, remedies and powers provided by this Article 6 may be exercised only to the extent
that the exercise thereof does not violate any applicable provision of law, and all the provisions
of this Indenture are intended to be subject to all applicable laws, including applicable Gaming
Laws, and to be limited to the extent necessary so that they will not render this Indenture
invalid, unenforceable or not entitled to be recorded, registered or filed under the provisions of
any applicable law.




ARTICLE 7




TRUSTEE




Section 7.01 Duties of Trustee.




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




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





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




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of certificates or opinions specifically required by any
provision hereof to be furnished to it, the Trustee will examine the certificates and
opinions to determine whether or not they conform to the requirements of this Indenture (but
need not confirm or investigate 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:





     (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




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




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



          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.




          (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or
incur any liability. The Trustee will be under no obligation to exercise any of its rights and



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powers under this Indenture at the request of any Holders, unless such Holder has offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or expense.




          (f) The Trustee will 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.




          (g) The Trustee shall reasonably cooperate with any Gaming Authority of any jurisdiction in
which the Company or any of its Subsidiaries conducts or proposes to conduct gaming and shall
produce any document or information as any of them may reasonably request at the expense of the
Company.




Section 7.02 Rights of Trustee.




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




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




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




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




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




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




          (g) In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.




          (h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Notes and this Indenture.




          (i) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the




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Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.




          (j) The Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.




Section 7.03 Individual Rights of Trustee.




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




Section 7.04 Trustee’s Disclaimer.




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




Section 7.05 Notice of Defaults.




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




Section 7.06 Reports by Trustee to Holders of the Notes.




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




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




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Section 7.07 Compensation and Indemnity.




          (a) The Company will pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust. The Company will 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 will include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.




          (b) The Company and the Guarantors, jointly and severally, will indemnify the Trustee against
any and all losses, claims, damages, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company and the Guarantors (including
this Section 7.07) and defending itself against any claim (whether asserted by the Company, the
Guarantors, any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any such loss, liability
or expense may be determined to have been caused by its negligence or bad faith. The Trustee will
notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee
to so notify the Company will not relieve the Company or any of the Guarantors of their obligations
hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in
the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees
and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement
made without its consent, which consent will not be unreasonably withheld.




          (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the
satisfaction and discharge of this Indenture.




          (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the
Trustee will have a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien
will survive the satisfaction and discharge of this Indenture.




          (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.




          (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.




Section 7.08 Replacement of Trustee.




          (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.




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




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




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




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




     (4) the Trustee becomes incapable of acting.



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




          (d) 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
aggregate principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee at the expense of the Company.




          (e) 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 hereof, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.




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




Section 7.09 Successor Trustee by Merger, etc.




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




Section 7.10 Eligibility; Disqualification.




          There will at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.




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




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Section 7.11 Preferential Collection of Claims Against Company.




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




ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




          The Company may at any time, at the option of its Board evidenced by a resolution set forth in
an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all
outstanding Notes upon compliance with the conditions set forth below in this Article 8.




Section 8.02 Legal Defeasance and Discharge.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with
respect to all outstanding Notes (including the Guarantees) on the date the conditions set forth
below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means
that the Company and the Guarantors will be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes (including the Guarantees), which will thereafter
be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections
of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under such Notes, the Guarantees and this Indenture (and the Trustee, on demand of and
at the expense of the Company, shall execute proper instruments acknowledging the same), except for
the following provisions which will survive until otherwise terminated or discharged hereunder:





     (1) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium, if any, on, such Notes when such payments are due from
the trust referred to in Section 8.04 hereof;




     (2) the Company’s obligations with respect to such Notes under Article 2 and Section
4.02 hereof;




     (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith; and




     (4) this Section 8.02.



          Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02, notwithstanding the prior exercise of its option under Section 8.03 hereof.




Section 8.03 Covenant Defeasance.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations under the covenants
contained



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in Sections 3.09, 4.03, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17,
and 4.18 hereof and clauses (2) and (3) of Section 5.01 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes will 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 will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes and Guarantees, the Company and the Guarantors may omit to
comply with and will have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a Default or an Event of
Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture
and such Notes and Guarantees will be unaffected thereby. In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5)
hereof will not constitute Events of Default.




Section 8.04 Conditions to Legal or Covenant Defeasance.




          In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:





     (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, 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 additional interest, if any, on the 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;




     (2) in the case of an election under Section 8.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that:




     (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or




     (B) since the Issue Date, there has been a change in the applicable federal
income tax law,




     (C) in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;




     (3) in the case of an election under Section 8.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on



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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;




     (4) 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 transactions occurring
contemporaneously with the borrowing of funds, or the borrowing of funds, to be applied to
such deposit);




     (5) 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 (other than
this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by
which the Company or any of its Restricted Subsidiaries is bound;




     (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of Notes over
the other creditors of the Company with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others; and




     (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.




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





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




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




          Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.




Section 8.06 Repayment to Company.




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium or additional interest, if any, or interest on,
any



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Note and remaining unclaimed for two years after such principal, premium or additional
interest, if any, or interest has become due and payable shall be paid to the Company on its
request or (if then held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date specified therein, which
will 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 8.07 Reinstatement.




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




ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.




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





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




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




     (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the
Holders of the Notes and Guarantees by a successor to the Company or such Guarantor pursuant
to Article 5 or Article 11 hereof;




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




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




     (6) to comply with requirements of applicable Gaming Laws or to provide for
requirements imposed by applicable Gaming Authorities;



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     (7) to conform this Indenture or the Notes to the “Description of the Notes” section of
the applicable Offering Memorandum, relating to the offering of the Notes issued on the
Issue Date;




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




     (9) to allow any Guarantor to execute a supplemental indenture and/or a Notation of
Guaranty with respect to the Notes; or




     (10) provide for the acceptance or appointment of a successor Trustee.



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




Section 9.02 With Consent of Holders of Notes.




          Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof and
the defined terms used therein) and the Notes and the Guarantees with the consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes (including, without
limitation, Additional Notes, if any) voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal of, premium, if any, or
interest on, the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes or the Guarantees may be
waived with the consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single
class (including, without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Without the consent of at least 66% in aggregate
principal amount of the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, such Notes), no waiver or amendment to this
Indenture may make any change in the provisions of Article 11 hereof that releases any Guarantor
from its obligations under any Guaranty, if such amendment or waiver would adversely affect the
rights of the Holders of Notes. Section 2.08 hereof shall determine which Notes are considered to
be “outstanding” for purposes of this Section 9.02.




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




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




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





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




     (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than provisions relating to
Sections 3.09, 4.10 and 4.15 hereof),




     (3) reduce the rate of or change the time for payment of interest on any Note,




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




     (5) make any Note payable in money other than that stated in the Notes,




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




     (7) waive a redemption payment with respect to any Note (other than a payment required
by one of the conditions described in Sections 3.09, 4.10 and 4.15 hereof),




     (8) contractually subordinate the Notes or the Guarantees to any other Indebtedness,




     (9) make any change in the foregoing amendment and waiver provisions.



Section 9.03 Compliance with Trust Indenture Act.




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




Section 9.04 Revocation and Effect of Consents.




          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the



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consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date upon which the requisite consents for the applicable amendment, supplement or
waiver have been obtained. An amendment, supplement or waiver becomes effective in accordance with
its terms and thereafter binds every Holder.




Section 9.05 Notation on or Exchange of Notes.




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




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




Section 9.06 Trustee to Sign Amendments, etc.




          The Trustee will sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until
the Board of the Company approves it. In executing any amended or supplemental indenture, the
Trustee will be provided with and (subject to Section 7.01 hereof) will be fully protected in
relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.




ARTICLE 10




[RESERVED]




ARTICLE 11




NOTE GUARANTIES




Section 11.01 Guaranty.




          (a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:





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




     (2) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in



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



          Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.




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




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




          (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantors for the
purpose of this Guaranty. The Guarantors will have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Guaranty.




Section 11.02 Limitation on Guarantor Liability.




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




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Section 11.03 Execution and Delivery of Guaranty.




          To evidence its Guaranty set forth in Section 11.01 hereof, each Guarantor hereby agrees that
a notation of such Guaranty substantially in the form attached as Exhibit D hereto will be
endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee
and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.




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




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




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




Section 11.04 Merger, Consolidation or Sale of Assets of Guarantors.




          No Guarantor may, in a single transaction or a series of related transactions, consolidate or
merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all
or substantially all of the properties or assets of the Guarantor and its Subsidiaries, taken as a
whole, to any Person (other than the Company or another Guarantor) unless:





     (1) either




     (a) in the case of a consolidation or merger, the Guarantor, or any successor
thereto, is the surviving or continuing corporation, or




     (b) the Person (if other than the Guarantor) formed by such consolidation or
into which the Guarantor is merged or the Person which acquires by sale, assignment,
transfer, lease, conveyance or other disposition of the properties and assets of the
Guarantor and its Subsidiaries, taken as a whole, (i) shall be a corporation
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia and (ii) shall expressly assume, by supplemental
indenture (in form and substance reasonably satisfactory to the Trustee), executed
and delivered to the Trustee, all the obligations of such Guarantor under its
Guarantee, on a senior unsecured basis, on the terms set forth in this Indenture;




     (2) immediately before and immediately after giving effect to such transaction and the
assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving
effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any
Lien
granted in connection with or in respect of the transaction) no Default and no Event of
Default shall have occurred or be continuing; and




     (3) the Company or such other Person shall have delivered to the Trustee an officers’
certificate and an opinion of counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a supplemental
indenture is required in connection with such transaction, such supplemental indenture,
comply with the applicable



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provisions of this Indenture and that all conditions precedent in
this Indenture relating to such transaction have been satisfied.



          This Section does not apply to transactions subject to Section 11.06(a) hereof.




Section 11.05 Successor Corporation Substituted.




          Upon any consolidation, merger, sale or conveyance described in Section 11.04 hereof, and upon
the assumption by the successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of any Guarantee previously signed by the
Guarantor and the due and punctual performance of all of the covenants and conditions hereof to be
performed by the Guarantor, such successor Person shall succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be issuable hereunder by
such Guarantor and delivered to the Trustee. All the Guarantees so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms hereof as though all of such Guarantees had been
issued at the date of the execution of such Guarantee by such Guarantor. When a successor Person
assumes all the obligations of the Issuer under the Notes and the Indenture pursuant to this
Article 11, the applicable predecessor shall be released from the obligations so assumed.




Section 11.06 Releases.




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




          (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the
terms of this Indenture, such Guarantor will be released and relieved of any obligations under its
Guaranty.




          (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of
this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved
of any obligations under its Guaranty.




          Any Guarantor not released from its obligations under its Guaranty as provided in this Section
11.06 will remain liable for the full amount of principal of and interest and premium and
additional interest, if any, on the Notes and for the other obligations of any Guarantor under this
Indenture as provided in this Article 11.




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ARTICLE 12




SATISFACTION AND DISCHARGE




Section 12.01 Satisfaction and Discharge.




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





     (1) either:




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




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




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




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



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



     Upon compliance with the foregoing, the Trustee shall execute proper instrument(s)
acknowledging the satisfaction and discharge of all the Company’s and the Guarantors’ obligations
under the Notes, the Guarantees and this Indenture.



     Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01, the provisions of
Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be
deemed to
discharge those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.



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Section 12.02 Application of Trust Money.




          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee
pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium and additional interest, if any) and
interest for whose payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.




          If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof;
provided that if the Company has made any payment of principal of, premium or additional interest,
if any, or interest on, any Notes because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.




ARTICLE 13




MISCELLANEOUS




Section 13.01 Trust Indenture Act Controls.




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




Section 13.02 Notices.




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



If to the Company and/or any Guarantor:



AMERISTAR CASINOS, INC.

3773 Howard Hughes Parkway

Suite 490

Las Vegas, Nevada 89169

Facsimile No.: (702) 733-8478

Attention: General Counsel



If to the Trustee:



Deutsche Bank Trust Company Americas

Trust & Securities Services

60 Wall Street, MS NYC60-2710

New York, New York 10005



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Attn: Corporates Team Deal Manager — Ameristar

Tel: 908-608-3191

Fax: 732-578-4635



With a copy to:



Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust & Securities Services

25 DeForest Avenue, MS SUM01-0105

Summit, New Jersey 07901

Attn: Corporates Team Deal Manager — Ameristar

Tel: 908-608-3191

Fax: 732-578-4635




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




          All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; when receipt acknowledged, if
mailed; when receipt acknowledged, if transmitted by facsimile; and when receipt acknowledged, if
sent by overnight air courier guaranteeing next day delivery.




          The Trustee agrees to accept and act upon facsimile transmission of written instructions
and/or directions pursuant to this Indenture given by the Company, provided, however, that: (i) the
Company, subsequent to such facsimile transmission of written instructions and/or directions, shall
provide the originally executed instructions and/or directions to the Trustee in a timely manner
and (ii) such originally executed instructions and/or directions shall be signed by an authorized
Officer of the Company.




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




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




          If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee
at the same time.




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




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





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Section 13.04 Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Company to the Trustee to take any action under this
Indenture, except the initial authentication and delivery of the Notes on the Issue Date, the
Company shall furnish to the Trustee:





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




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 13.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Such counsel may rely on representations, warranties and certificates of other Persons as to
matters of fact, and may qualify the Opinion of Counsel with customary assumptions and
exceptions.



Section 13.05 Statements Required in Certificate or Opinion.




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





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




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




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




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



Section 13.06 Rules by Trustee and Agents.




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




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




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




-91-









 





Section 13.08 Governing Law.




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




Section 13.09 No Adverse Interpretation of Other Agreements.




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




Section 13.10 Successors.




          All agreements of the Company in this Indenture and the Notes will bind its successors. All
agreements of the Trustee in this Indenture will bind its successors. All agreements of each
Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.06
hereof.




Section 13.11 Severability.




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




Section 13.12 Counterpart Originals.




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




Section 13.13 Table of Contents, Headings, etc.




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




Section 13.14 Waiver of Jury Trial.




          EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.




Section 13.15 Force Majeure.




          In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that



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the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances.




Section 13.16 Patriot Act.




          The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the
Trustee, like all financial institutions and in order to help fight the funding of terrorism and
money laundering, is required to obtain, verify, and record information that identifies each person
or legal entity that establishes a relationship or opens an account. The parties to this agreement
agree that they will provide the Trustee with such information as it may request in order to
satisfy the requirements of the USA Patriot Act.




(Signatures on following page)





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	 	AMERISTAR CASINOS, INC.

 	 
	 	By:  	             /s/ PETER C. WALSH
 	 
	 	 	Name:  	Peter C. Walsh 	 
	 	 	Title:  	Senior Vice President and
General Counsel 	 
	 



Signature Page to Indenture





 









 





CACTUS PETE’S, INC.

AMERISTAR CASINO VICKSBURG, INC.

AMERISTAR CASINO COUNCIL BLUFFS, INC.

AMERISTAR CASINO LAS VEGAS, INC.

A.C. FOOD SERVICES, INC.

AMERISTAR CASINO ST. LOUIS, INC.

AMERISTAR CASINO KANSAS CITY, INC.

AMERISTAR CASINO ST. CHARLES, INC.

AMERISTAR CASINO BLACK HAWK, INC.

AMERISTAR EAST CHICAGO HOLDINGS, LLC

AMERISTAR CASINO EAST CHICAGO, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	                /s/ PETER C. WALSH
 	 
	 	 	Name:  	Peter C. Walsh 	 
	 	 	Title:  	Vice President 	 



Signature Page to Indenture





 









 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS 
as Trustee

 	 
	 	By:  	Deutsche Bank National Trust Company
 	 
	 	 	 
	 	By:  	           /s/ KENNETH R. RING
 	 
	 	 	Name:  	Kenneth R. Ring 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	           /s/ DAVID CONTINO
 	 
	 	 	Name:  	David Contino 	 
	 	 	Title:  	Vice President 	 
	 




Signature Page to Indenture





 









 








EXHIBIT A




[Face of Note]




CUSIP No. 03070Q AK7/REG S: U02677 AD1

ISIN No. 144A: US03070QAK76/REG S: USU02677AD14




91/4% Senior Notes due 2014




			
	 	 	 
	No.      
	 	$                    







     AMERISTAR CASINOS, INC. promises to pay to [          ] or registered
assigns, the principal sum of                                          DOLLARS on [          ],
2014.




     Interest Payment Dates: June 1 and December 1




     Record Dates: May 15 and November 15



Dated:                                         , 200__




	 	 	 	 	 
	 	AMERISTAR CASINOS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


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



DEUTSCHE BANK TRUST COMPANY AMERICAS



By: Deutsche Bank National Trust Company




	 	 	 	 	 
	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




A-1









 





[Back of Note]




91/4% Senior Notes due 2014




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




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




          THE NOTES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND
TRANSFER IMPOSED BY APPLICABLE GAMING LAWS AND SECTION 3.07(e) OF THE INDENTURE (WHICH IS
SUMMARIZED ON THIS CERTIFICATE).




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



          (1) INTEREST. Ameristar Casinos, Inc., a Nevada corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 91/4% per annum from May 27, 2009 until maturity and
shall pay the additional interest, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company will pay interest and additional interest, if any,
semi-annually in arrears on June 1 and December 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on
the Notes will accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be
December 1, 2009. The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is equal to the rate then in effect to the extent lawful; it will pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and additional interest, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.




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




          (3) PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may



A-2









 






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




          (4) INDENTURE. The Company issued the Notes under an Indenture dated as of May 27, 2009 (the
“Indenture”) among the Company, the 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 TIA. The
Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate
principal amount of the Notes that may be issued thereunder.




          (5) OPTIONAL REDEMPTION.




          (a) Except as set forth in subparagraphs (b), (c), (d) and (e) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to December 1, 2011. On or after
December 1, 2011, the Company will have the option to redeem the Notes, in whole or in part, upon
not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages
of principal amount thereof) set forth below plus accrued and unpaid interest and additional
interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the
twelve-month period beginning on December 1 of the years indicated below:




	 	 	 	 	 
	Year	 	Percentage
	2011
	 	 	104.625	%
	2012
	 	 	102.313	%
	2013
	 	 	100.000	%





Unless the Company defaults in the payment of the redemption price, interest and the additional
interest, if any, will cease to accrue on the Notes or portions thereof called for redemption on
the applicable redemption date.




          (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, on or prior to
June 1, 2011, the Company may redeem up to 35% of the initially outstanding aggregate principal
amount of Notes issued under this Indenture at a redemption price in cash of 109.250% of the
principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings of the Company;
provided that at least 65% of the initially outstanding aggregate principal amount of Notes
(excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after
the occurrence of such redemption, notice of any such redemption shall be given by the Company to
the Holders and the Trustee within 15 days after the consummation of any such Equity Offering, and
such redemption shall occur within 60 days of the date of such notice.




          (c) At any time prior to December 1, 2011, the Company may also redeem all or a part of the
Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each
Holder’s registered address, at a redemption price equal to 100% of the principal amount of notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional
interest, if any, to the redemption date, subject to the rights of Holders on the relevant record
dates occurring prior to the redemption date to receive interest due on the relevant interest
payment date.




          (d) In addition to the foregoing, if (1) any Gaming Authority makes a determination of
unsuitability of a Holder or beneficial owner of Notes (or of an Affiliate of such Holder or
beneficial



A-3









 






owner), or (2) any Gaming Authority requires that a Holder or beneficial owner of Notes (or an
Affiliate thereof) must (i) be licensed, qualified or found suitable under any applicable Gaming
Laws or (ii) reduce its position in the Notes to below a level that would require licensure,
qualification or a finding of suitability, and such Holder or beneficial owner (or Affiliate
thereof): (A) fails to apply for a license, qualification or a finding of suitability within 30
days (or such shorter period as may be required by the applicable Gaming Authority) after being
requested to do so by the Gaming Authority, (B) fails to reduce its position in the Notes
appropriately, or (C) is denied such license or qualification or not found suitable or denied such
other approval, consent, permit or finding or otherwise fails to qualify under applicable Gaming
Laws, the Company shall have the right at any time from or after May 27, 2009 at its option: (1) to
require any such Holder or beneficial owner to dispose of all or a portion of its Notes within 30
days (or such earlier date as may be required by the applicable Gaming Authority) of receipt of
such notice or finding by such Gaming Authority, or (2) to call for the redemption of all or a
portion of the Notes of such Holder or beneficial owner at a redemption price equal to the least
of: (A) the principal amount thereof, together with accrued and unpaid interest and additional
interest, if any, to the earlier of the date of redemption or the date of the denial of license or
qualification or of the finding of unsuitability by such Gaming Authority (subject to the rights of
Holders of Notes on the relevant record dates occurring prior to such redemption date to receive
interest on the relevant interest payment date), (B) the price at which such Holder or beneficial
owner acquired the Notes, together with accrued and unpaid interest and additional interest, if
any, to the earlier of the date of redemption or the date of the denial of license or qualification
or of the finding of unsuitability by such Gaming Authority (subject to the rights of Holders of
Notes on the relevant record dates occurring prior to such redemption date to receive interest on
the relevant interest payment date), (C) the fair market value of the Notes to be redeemed on the
date of redemption, or (D) such other lesser amount as may be required by any Gaming Authority.
Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the
Notes (or an Affiliate thereof) will not be licensed, qualified or found suitable or is denied
approval, consent, a permit, a license, qualification or a finding of suitability, the Holder or
beneficial owner will not have any further rights with respect to the Notes to: (1) exercise,
directly or indirectly, through any Person, any right conferred by the Notes; or (2) receive any
interest or additional interest, if any, or any other distribution or payment with respect to the
Notes; or (3) receive any remuneration in any form from the Company or its Affiliates for services
rendered or otherwise, except the redemption price of the Notes. The Company shall notify the
Trustee in writing of any such redemption as soon as practicable. The Holder or beneficial owner
(of an Affiliate thereof) applying for a license, qualification or a finding of suitability must
pay all costs of the licensure or investigation for such qualification or finding of suitability.




          (e) In addition, by accepting a Note, each Holder or beneficial owner of a Note will be
agreeing to comply with all requirements of the Gaming Laws and Gaming Authorities in each
jurisdiction where the Company and its Affiliates are licensed or registered under applicable
Gaming Laws or conduct gaming activities.




          (6) MANDATORY REDEMPTION. The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.




          (7) REPURCHASE AT THE OPTION OF HOLDER.




          (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to
require the Company to repurchase all or any part (equal to $1,000 or an integral multiple therof;
provided that no Note of a principal amount of $2,000 or less shall be redeemed in part) of such
Holder’s Notes pursuant to the offer described in Section 4.15 of the Indenture (the “Change of
Control Offer”) at an offer price in cash (the “Change of Control Payment”) equal to 101% of the
aggregate principal amount of Notes plus accrued and unpaid interest thereon and additional
interest, if any, to the date of repurchase. Within 30 days following any Change of Control, the
Company will mail a notice to the



A-4









 






Trustee and each Holder describing the transaction or transactions that constitute the Change
of Control and offering to repurchase Notes on the date specified in such notice, which date shall
be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change
of Control Payment Date”), pursuant to the procedures required by the Indenture and described in
such notice.




          (b) Upon the consummation of an Asset Sale, the Company or the affected Obligor will be
required to apply an amount equal to all Net Cash Proceeds that are received from such Asset Sale
within 360 days of the receipt thereof either (1) to reinvest (or enter into a binding commitment
to invest, if such investment is effected within 360 days after the date of such commitment) in
Productive Assets or in Asset Acquisitions not otherwise prohibited by the Indenture, or (2) to
repay Indebtedness under the Bank Credit Agreement (or other Indebtedness of the Company or such
Obligor, as applicable, secured by a Lien secured by clause (7) of the definition of “Permitted
Liens”), and, in the case of any such repayment under any revolving credit or other facility that
permits future borrowings, effect a permanent reduction in the availability or commitment under
such facility, and/or (3) a combination of repayment and reinvestment as permitted by the
foregoing.




          On the 361st day after an Asset Sale (or in the case of any amount committed to reinvestment,
on the 181st day following the 361st day after an Asset Sales if such amount is not actually
reinvested) or such earlier date, if any, as the Board of the Company or the affected Obligor
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses
(1), (2) or (3) of the preceding paragraph (each a “Net Proceeds Offer Trigger Date”), such
aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds
Offer Trigger Date as permitted in clauses (1), (2) or (3) of the preceding paragraph (each a “Net
Proceeds Offer Amount”), will be applied by the Company to make an offer to purchase (the “Net
Proceeds Offer”), on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than
60 days following the applicable Net Proceeds Offer Trigger Date, on a pro rata basis (A) Notes at
a purchase price in cash equal to 100% of the aggregate principal amount of Notes, in each case,
plus accrued and unpaid interest thereon and additional interest, if any, on the Net Proceeds Offer
Payment Date and (B) other Indebtedness Incurred by the Company which is pari passu with the Notes,
in each case to the extent required by the terms thereof; provided that if at any time within 360
days after an Asset Sale any non-cash consideration received by the Company or the affected Obligor
in connection with such Asset Sale (other than non-cash consideration deemed to be cash as provided
in Section 4.10 of the Indenture) is converted into or sold or otherwise disposed of for cash, then
such conversion or disposition will be deemed to constitute an Asset Sale under the Indenture and
the Net Cash Proceeds thereof will be applied in accordance with this covenant. To the extent that
the aggregate principal Notes or other pari passu Indebtedness tendered pursuant to the Net
Proceeds Offer is less than the Net Proceeds Offer Amount, the Obligors may use any remaining
proceeds of such Asset Sales for general corporate purposes (but subject to the other terms of the
Indenture). Upon completion of a Net Proceeds Offer, the Net Proceeds Offer Amount relating to
such Net Proceeds Offer will be deemed to be zero for purposes of any subsequent Asset Sale. In
the event that a Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash
Proceeds therefrom (including any Net Cash Proceeds received upon the sale or other disposition of
any non-cash proceeds received in connection with an Asset Sale) that are distributed to or
received by any Obligor will be required to be applied by the Obligors in accordance with the
provisions of this paragraph.




          Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $25 million the
application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds
Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount
of all Net Proceeds Offer Amounts arising subsequent to the date of the Indenture from all Asset
Sales by the Obligors in respect of which a Net Proceeds Offer has not been made aggregate at least
$25 million at which time the affected Obligor will apply all Net Cash Proceeds constituting all
Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (each date on
which the aggregate of



A-5









 






all such deferred Net Proceeds Offer Amounts is equal to $25 million or more will be deemed to
be a Net Proceeds Offer Trigger Date).




          (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes
held by a Holder are to be redeemed. A notice of redemption may be conditional in that the Company
may, notwithstanding the giving of the notice of redemption, condition the redemption of the Notes
specified in the notice of redemption upon the completion of other transactions, such as
refinancings or acquisitions (whether of the Company or by the Company).




          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer
of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.




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




          (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the
Notes or the Guarantees may be amended or supplemented with the consent of the Holders of at least
a majority in aggregate principal amount of the then outstanding Notes including Additional Notes,
if any, voting as a single class, and any existing Default or Event or Default or compliance with
any provision of the Indenture or the Notes or the Guarantees may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then outstanding Notes including
Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture or the Notes or the Guarantees may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes or Guarantees in addition to or in
place of certificated Notes or Guarantees, to provide for the assumption of the Company’s or a
Guarantor’s obligations to Holders of the Notes and Guarantees in case of a merger or
consolidation, to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, to comply with the requirements of applicable Gaming
Laws or to provide for requirements imposed by applicable Gaming Authorities, to conform the
Indenture or the Notes to the “Description of Notes” section of the applicable Offering Memorandum
relating to the offering of the Notes issued on the Issue Date, to provide for the issuance of
Additional Notes in accordance with the limitations set forth in the Indenture as of May 27, 2009,
to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guaranty with
respect to the Notes, or to provide for the acceptance or appointment of a successor Trustee.




          (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment
when due of interest (including any additional interest) on the Notes or the Guarantees; (ii)



A-6









 






default in payment of the principal of or premium, if any, on the Notes or the Guarantees when
due and payable, at maturity, upon acceleration, redemption or otherwise, (iii) failure by any
Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees
for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding voting as a single class; (iv) default
under any mortgage, indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by any Obligor (or the payment of which
is guaranteed by any Obligor) whether such Indebtedness or guarantee now exists, or is created
after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on the date of such
default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its
express maturity (which acceleration has not been rescinded, annulled or cured within 20 business
days of receipt by such Obligor of such notice) and, in each case, the due and payable principal
amount of any such Indebtedness, together with the due and payable principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $25 million or more; (v) certain final judgments for the payment of money
that remain undischarged for a period of 60 days after such judgment or judgments become final and
non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to any Obligor.
If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare the principal amount, together
with any accrued and unpaid interest and additional interest, if any, and premium, if any, on all
the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at
least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration,
they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding clause (iii)
above or any other provision of this Indenture, any failure to perform, or breach of, any covenant
or agreement pursuant to Section 4.03 of the Indenture shall not be a Default or an Event of
Default until the 121st day after the Company has received the notice referred to in clause (3) of
Section 6.01 of the Indenture (at which point, unless cured or waived, such failure to perform or
breach shall constitute an Event of Default). Prior to such 121st day, remedies against the
Company for any such failure or breach will be limited to additional interest at a rate per year
equal to 0.25% of the principal amount of the Notes from the 60th day following such notice to and
including the 120th day following such notice. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes
will become due and payable immediately without further action or notice. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to
exercise any of the rights or powers at the request or direction of any of the Holders unless such
Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the payment of principal or
interest or premium or additional interest, if any,) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration or waive any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of interest or premium or
additional interest, if any, on, or the principal of, the Notes.




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




A-7









 








          (14) NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
agent, manager, partner, member, incorporator or stockholder of the Company or any of the
Guarantors (or of any stockholder of the Company), as such, will have any liability for any
obligations of the Company or the Guarantors under the Notes, the Guarantees or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.




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




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




          (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.
In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted
Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration
Rights Agreement dated as of May 27, 2009, among the Company, the Guarantors and the other parties
named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted
Global Notes and Restricted Definitive Notes will have the rights set forth in one or more
registration rights agreements, if any, among the Company, the Guarantors and the other parties
thereto, relating to rights given by the Company and the Guarantors to the purchasers of any
Additional Notes (collectively, the “Registration Rights Agreement”).




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




          (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTIES 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.




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




          Ameristar Casinos, Inc.

                     3773 Howard Hughes Parkway,

                     Suite 490

                     Las Vegas, Nevada 89169




          Attention: General Counsel





A-8











 





ASSIGNMENT FORM




To assign this Note, fill in the form below:




(I) or (we) assign and transfer this Note to:




(Insert assignee’s legal name)




 











 





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




 





 





 





 





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




and irrevocably appoint




 




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




Date:                                                             




	 	 	 	 	 	 	 
	 

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

	 	Tax Identification No.:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Signature Guarantee:1	 	 








 




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





A-9









 







OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of
the Indenture, check the appropriate box below:



	 	 	 
	o Section 4.10
	 	o Section 4.15





If you want to elect to have only part of the Note purchased by the Company pursuant to Section
4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	 	$ 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	 	 	(Sign exactly as your name appears on the face
of this Note)	 	 
	 
	 	 	 	 	 	 
	 

	 	Tax Identification No.:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Signature Guarantee:2	 	 








 




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




A-10









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE3




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



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 
	 	 	 	 	Amount of decrease	 	Amount of increase in	 	this Global Note	 	Signature of authorized
	 	 	 	 	in Principal Amount	 	Principal Amount of	 	following such	 	officer of Trustee
	Date of Exchange	 	of this Global Note	 	this Global Note	 	decrease (or increase)	 	or Custodian







 




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




A-11









 










EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Ameristar Casinos, Inc.

3773 Howard Hughes Parkway

Las Vegas, 89169




[Registrar address block]




Re: 91/4% Senior Notes due 2014




          Reference is hereby made to the Indenture, dated as of May 27, 2009 (the “Indenture”), among
Ameristar Casinos, Inc., as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank
Trust Company Americas as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.




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




[CHECK ALL THAT APPLY]




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




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




B-1









 




requirements of the Securities Act and (iv) if the proposed transfer is being made prior
to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for
the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive
Note and in the Indenture and the Securities Act.




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





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




     or




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




     or




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



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





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




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



B-2









 






     (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements
of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any State of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act




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



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-3









 





ANNEX A TO CERTIFICATE OF TRANSFER





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





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




	 	 	 	 	 	 	 
	(a)	 	o	 	a beneficial interest in the:
	 
	 	 	 	 	 	 
	 

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

	 	(ii)
	 	o
	 	Regulation S Global Note (CUSIP                                         ), or
	 
	 	 	 	 	 	 
	(b)	 	o	 	a Restricted Definitive Note.
	 
	 	 	 	 	 	 
	2.	 	After the Transfer the Transferee will hold:






[CHECK ONE]




	 	 	 	 	 	 	 
	(a)	 	o	 	a beneficial interest in the:
	 
	 	 	 	 	 	 
	 

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

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

	 	(iii)
	 	o
	 	Unrestricted Global Note (CUSIP                                         ), or
	 
	 	 	 	 	 	 
	(b)	 	o	 	a Restricted Definitive Note.
	 
	 	 	 	 	 	 
	(c)	 	o	 	 an Unrestricted Definitive Note.





in accordance with the terms of the Indenture.





B-4











 





EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Ameristar Casinos, Inc.

3773 Howard Hughes Parkway

Las Vegas, 89169




[Registrar address block]




Re: 91/4% Senior Notes due 2014




(CUSIP             )




     Reference is hereby made to the Indenture, dated as of May 27, 2009 (the “Indenture”), among
Ameristar Casinos, Inc., as issuer (the “Company”), the Guarantors party thereto and Deutsche Bank
Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.



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



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



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



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



     (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest



C-1









 







is being acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



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



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



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



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



C-2









 





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



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                            





C-3









 





EXHIBIT D




[FORM OF NOTATION OF GUARANTY]




     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of May 27, 2009 (the “Indenture”)
among Ameristar Casinos, Inc. (the “Company”), the Guarantors party thereto and Deutsche Bank Trust
Company Americas as trustee (the “Trustee”), (a) the due and punctual payment of the principal of,
premium and additional interest, if any, and interest on, the Notes, whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in accordance with the terms
of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Guaranty and the Indenture are expressly set forth in Article 11 of the Indenture
(which is hereby incorporated by reference) and reference is hereby made to the Indenture for the
precise terms of the Guaranty.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.



	 	 	 	 	 
	 	[NAME OF GUARANTOR(S)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT E




[FORM OF SUPPLEMENTAL INDENTURE




TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
           , 200 , among             (the “Guarantying
Subsidiary”), a subsidiary of Ameristar Casinos, Inc. (or its permitted successor), a Nevada
corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture
referred to herein) and Deutsche Bank Trust Company Americas as trustee under the Indenture
referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of May 27, 2009 providing for the issuance of 91/4% Senior Notes due 2014 (the
“Notes”);



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



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



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



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



     2. AGREEMENT TO GUARANTY. The Guarantying Subsidiary hereby agrees to provide, and does
hereby provide, an unconditional Guaranty on the terms and subject to the conditions set forth in
the Guaranty and in the Indenture including but not limited to Article 11 thereof (which is hereby
incorporated by reference).



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



     5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW



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TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



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



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



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



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



Dated:           , 20   




	 	 	 	 	 
	 	[GUARANTYING SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERISTAR CASINOS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[EXISTING GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	Deutsche Bank National Trust Company
 	 
	 	 	 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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