<PAGE>


                                                                   EXHIBIT 4.6





                              STATION CASINOS, INC.



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



                                  $500,000,000



                          8 3/8% SENIOR NOTES DUE 2008



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



                                    INDENTURE



                          DATED AS OF FEBRUARY 13, 2001



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



                     UNITED STATES TRUST COMPANY OF NEW YORK

                                     TRUSTEE

<PAGE>


                                TABLE OF CONTENTS

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

         Section 1.01.      DEFINITIONS...........................................................................1
                            -----------
         Section 1.02.      OTHER DEFINITIONS....................................................................14
                            -----------------
         Section 1.03.      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT....................................15
                            -------------------------------------------------
         Section 1.04.      RULES OF CONSTRUCTION................................................................15
                            ---------------------

ARTICLE 2. THE NOTES        .....................................................................................16

         Section 2.01.      FORM AND DATING......................................................................16
                            ---------------
         Section 2.02.      EXECUTION AND AUTHENTICATION.........................................................18
                            ----------------------------
         Section 2.03.      REGISTRAR; PAYING AGENT; DEPOSITORY; NOTE CUSTODIAN..................................18
                            ---------------------------------------------------
         Section 2.04.      PAYING AGENT TO HOLD MONEY IN TRUST..................................................19
                            -----------------------------------
         Section 2.05.      NOTEHOLDER LISTS.....................................................................20
                            ----------------
         Section 2.06.      TRANSFER AND EXCHANGE................................................................20
                            ---------------------
         Section 2.07.      REPLACEMENT NOTES....................................................................28
                            -----------------
         Section 2.08.      OUTSTANDING NOTES....................................................................28
                            -----------------
         Section 2.09.      TREASURY NOTES.......................................................................29
                            --------------
         Section 2.10.      TEMPORARY NOTES......................................................................29
                            ---------------
         Section 2.11.      CANCELLATION.........................................................................29
                            ------------
         Section 2.12.      DEFAULTED INTEREST...................................................................29
                            ------------------
         Section 2.13.      CUSIP NUMBER.........................................................................30
                            ------------
         Section 2.14.      EXCHANGE REGISTRATION................................................................30
                            ---------------------

ARTICLE 3. REDEMPTION       .....................................................................................30

         Section 3.01.      NOTICES TO TRUSTEE...................................................................30
                            ------------------
         Section 3.02.      SELECTION OF NOTES TO BE REDEEMED....................................................30
                            ---------------------------------
         Section 3.03.      NOTICE OF REDEMPTION.................................................................31
                            --------------------
         Section 3.04.      EFFECT OF NOTICE OF REDEMPTION.......................................................31
                            ------------------------------
         Section 3.05.      DEPOSIT OF REDEMPTION PRICE..........................................................32
                            ---------------------------
         Section 3.06.      NOTES REDEEMED IN PART...............................................................32
                            ----------------------
         Section 3.07.      MANDATORY DISPOSITION PURSUANT TO GAMING LAWS........................................32
                            ---------------------------------------------

ARTICLE 4. COVENANTS        .....................................................................................32

         Section 4.01.      PAYMENT OF NOTES.....................................................................32
                            ----------------
         Section 4.02.      SEC REPORTS, FINANCIAL REPORTS.......................................................33
                            ------------------------------
         Section 4.03.      COMPLIANCE CERTIFICATE...............................................................33
                            ----------------------
         Section 4.04.      STAY, EXTENSION AND USURY LAWS.......................................................34
                            ------------------------------
         Section 4.05.      RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS.......................................34
                            ----------------------------------------------
         Section 4.06.      LIMITATION ON INDEBTEDNESS...........................................................37
                            --------------------------
         Section 4.07.      LIMITATION ON CAPITAL STOCK OF RESTRICTED SUBSIDIARIES...............................38
                            ------------------------------------------------------
         Section 4.08.      CORPORATE EXISTENCE..................................................................38
                            -------------------
         Section 4.09.      TAXES................................................................................38
                            -----
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
         <S>                                                                                                   <C>
         Section 4.10.      INVESTMENT COMPANY ACT...............................................................38
                            ----------------------
         Section 4.11.      LIMITATION ON TRANSACTIONS WITH AFFILIATES...........................................38
                            ------------------------------------------
         Section 4.12.      CHANGE OF CONTROL AND RATING DECLINE.................................................39
                            ------------------------------------
         Section 4.13.      LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
                            ----------------------------------------------------------------------------
                            SUBSIDIARIES.........................................................................41
                            ------------
         Section 4.14.      LIMITATION ON LIENS..................................................................41
                            -------------------
         Section 4.15.      NO AMENDMENT TO SUBORDINATION PROVISIONS.............................................43
                            ----------------------------------------

ARTICLE 5. SUCCESSORS       .....................................................................................44

         Section 5.01.      WHEN COMPANY MAY MERGE, ETC..........................................................44
                            ---------------------------
         Section 5.02.      SUCCESSOR CORPORATION SUBSTITUTED....................................................44
                            ---------------------------------

ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................45

         Section 6.01.      EVENTS OF DEFAULT....................................................................45
                            -----------------
         Section 6.02.      ACCELERATION.........................................................................47
                            ------------
         Section 6.03.      OTHER REMEDIES.......................................................................47
                            --------------
         Section 6.04.      WAIVER OF PAST DEFAULTS..............................................................47
                            -----------------------
         Section 6.05.      CONTROL BY MAJORITY..................................................................47
                            -------------------
         Section 6.06.      LIMITATION ON SUITS..................................................................48
                            -------------------
         Section 6.07.      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.................................................48
                            ------------------------------------
         Section 6.08.      COLLECTION SUIT BY TRUSTEE...........................................................48
                            --------------------------
         Section 6.09.      TRUSTEE MAY FILE PROOFS OF CLAIM.....................................................48
                            --------------------------------
         Section 6.10.      PRIORITIES...........................................................................49
                            ----------
         Section 6.11.      UNDERTAKING FOR COSTS................................................................49
                            ---------------------

ARTICLE 7. TRUSTEE          .....................................................................................49

         Section 7.01.      DUTIES OF TRUSTEE....................................................................49
                            -----------------
         Section 7.02.      RIGHTS OF TRUSTEE....................................................................51
                            -----------------
         Section 7.03.      INDIVIDUAL RIGHTS OF TRUSTEE.........................................................51
                            ----------------------------
         Section 7.04.      TRUSTEE'S DISCLAIMER.................................................................52
                            --------------------
         Section 7.05.      NOTICE OF DEFAULTS...................................................................52
                            ------------------
         Section 7.06.      REPORTS BY TRUSTEE TO HOLDERS........................................................52
                            -----------------------------
         Section 7.07.      COMPENSATION AND INDEMNITY...........................................................52
                            --------------------------
         Section 7.08.      REPLACEMENT OF TRUSTEE...............................................................53
                            ----------------------
         Section 7.09.      SUCCESSOR TRUSTEE BY MERGER, ETC.....................................................54
                            --------------------------------
         Section 7.10.      ELIGIBILITY; DISQUALIFICATION........................................................54
                            -----------------------------
         Section 7.11.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY....................................54
                            -------------------------------------------------

ARTICLE 8. DISCHARGE OF INDENTURE................................................................................55

         Section 8.01.      TERMINATION OF COMPANY'S OBLIGATIONS.................................................55
                            ------------------------------------
         Section 8.02.      APPLICATION OF TRUST MONEY...........................................................55
                            --------------------------
         Section 8.03.      REPAYMENT TO COMPANY.................................................................56
                            --------------------
         Section 8.04.      REINSTATEMENT........................................................................56
                            -------------

ARTICLE 9. AMENDMENTS       .....................................................................................56

</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
         <S>                                                                                                   <C>
         Section 9.01.      WITHOUT CONSENT OF HOLDERS...........................................................56
                            --------------------------
         Section 9.02.      WITH CONSENT OF HOLDERS..............................................................57
                            -----------------------
         Section 9.03.      COMPLIANCE WITH TRUST INDENTURE ACT..................................................57
                            -----------------------------------
         Section 9.04.      REVOCATION AND EFFECT OF CONSENTS....................................................57
                            ---------------------------------
         Section 9.05.      NOTATION ON OR EXCHANGE OF NOTES.....................................................58
                            --------------------------------
         Section 9.06.      TRUSTEE PROTECTED....................................................................58
                            -----------------

ARTICLE 10. MISCELLANEOUS   .....................................................................................58

         Section 10.01.     TRUST INDENTURE ACT CONTROLS.........................................................58
                            ----------------------------
         Section 10.02.     NOTICES..............................................................................59
                            -------
         Section 10.03.     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS..........................................59
                            -------------------------------------------
         Section 10.04.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT...................................59
                            --------------------------------------------------
         Section 10.05.     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION........................................60
                            ---------------------------------------------
         Section 10.06.     RULES BY TRUSTEE AND AGENTS..........................................................60
                            ---------------------------
         Section 10.07.     LEGAL HOLIDAYS.......................................................................60
                            --------------
         Section 10.08.     NO RECOURSE AGAINST OTHERS...........................................................60
                            --------------------------
         Section 10.09.     COUNTERPARTS.........................................................................60
                            ------------
         Section 10.10.     VARIABLE PROVISIONS..................................................................61
                            -------------------
         Section 10.11.     GOVERNING LAW........................................................................61
                            -------------
         Section 10.12.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS........................................61
                            ---------------------------------------------
         Section 10.13.     SUCCESSORS...........................................................................61
                            ----------
         Section 10.14.     SEVERABILITY.........................................................................62
                            ------------
         Section 10.15.     QUALIFICATION OF INDENTURE...........................................................62
                            --------------------------
         Section 10.16.     TABLE OF CONTENTS, HEADINGS, ETC.....................................................62
                            --------------------------------
</TABLE>


                                       iii

<PAGE>


Exhibit A-1           Form of Note

Exhibit A-2           Form of Regulation S Temporary Note

Exhibit B-1           Form of Certificate for Exchange or Registration of
                      Transfer of Rule 144A Global Note to Regulation S Global
                      Note

Exhibit B-2           Form of Certificate for Exchange or Registration of
                      Transfer From Regulation S Global Note to Rule 144A
                      Global Note

Exhibit B-3           Form of Certificate for Exchange or Registration of
                      Transfer of Certificated Notes

Exhibit B-4           Form of Certificate for Exchange or Registration of
                      Transfer From Rule 144A Global Note or Regulation S
                      Permanent Global Note to Certificated Note

Exhibit B-5           Form of Certificate for Exchange or Registration of
                      Transfer From Certificated Note to Rule 144A Global
                      Note or Regulation S Permanent Global Note


<PAGE>


                              CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>


Trust Indenture
  ACT SECTION                                                                              INDENTURE SECTION
---------------                                                                            -----------------
<S>                                                                                        <C>
310(a)(1).......................................................................           7.10
   (a)(2).......................................................................           7.10
   (a)(3).......................................................................           N.A.
   (a)(4).......................................................................           N.A.
   (b)..........................................................................           7.08; 7.10; 11.02
   (c)..........................................................................           N.A.
311(a)..........................................................................           7.11
   (b)..........................................................................           7.11
   (c)..........................................................................           N.A.
312(a)..........................................................................           2.05
   (b)..........................................................................           11.03
   (c)..........................................................................           11.03
313(a)..........................................................................           7.06
   (b)(1).......................................................................           N.A.
   (b)(2).......................................................................           7.06
   (c)..........................................................................           7.06; 11.02
   (d)..........................................................................           7.06
314(a)..........................................................................           4.02; 11.02
   (b)..........................................................................           N.A.
   (c)(1).......................................................................           11.04
   (c)(2).......................................................................           11.04
   (c)(3).......................................................................           N.A.
   (d)..........................................................................           N.A.
   (e)..........................................................................           11.05
   (f)..........................................................................           N.A.
315(a)..........................................................................           7.01(b)
   (b)..........................................................................           7.05; 11.02
   (c)..........................................................................           7.01(a)
   (d)..........................................................................           7.01(c)
   (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
317(a)(1).......................................................................           6.08
   (a)(2).......................................................................           6.09
   (b)..........................................................................           2.04
318(a)..........................................................................           11.01

</TABLE>

N.A. means not applicable.


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

* This Cross-Reference Table is not part of the Indenture.

<PAGE>


                  INDENTURE dated as of February 13, 2001 among STATION CASINOS,
INC., a Nevada corporation (the "Company"), and UNITED STATES TRUST COMPANY OF
NEW YORK, a New York banking corporation, as Trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's 8
3/8% Series A Senior Notes due 2008 (the "Series A Notes") and the Company's 8
3/8% Series B Senior Notes due 2008 (the "Series B Notes" and, together with the
Series A Notes, the "Notes").

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

    Section 1.01. DEFINITIONS.
                  -----------

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

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

                  "AGENT MEMBERS" means any member of, or participant in, the
Depository.

                  "AMORTIZATION EXPENSE" means, for any period, amounts
recognized during such period as amortization of all goodwill and other assets
classified as intangible assets in accordance with GAAP.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of beneficial interests in a Global Note, the rules and procedures of
the Depository that are applicable to such transfer or exchange

                  "AVERAGE LIFE" means, as of the date of determination, with
reference to any Indebtedness, the quotient obtained by dividing (i) the sum of
the products of the number of years from the date of determination to the dates
of each successive scheduled principal payment of such Indebtedness multiplied
by the amount of such principal payment by (ii) the sum of all such principal
payments.

                  "BANK FACILITY" means the Third Amended and Restated Reducing
Loan Agreement dated as of August 25, 1999, by and among PSHC, BSI, TSI, SSI,
KCSC, St. Charles

<PAGE>


Riverfront Station, Inc. and Bank of Scotland, as co-agents, Societe
Generale, as documentation agent, Bank of America N.A., as administrative
agent and certain lenders named therein, as amended, modified or refinanced
from time to time, provided that the managing agent for the lenders under
such refinancing is a banking institution with over $500 million in assets
and subject to supervision and examination by federal or state banking
authorities.

                  "BOARD OF DIRECTORS" or "BOARD" means the Board of
Directors of the Company.

                  "BSI" means Boulder Station, Inc.

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

                  "CAPITAL LEASE OBLIGATIONS" of a person means any obligation
that is required to be classified and accounted for as a capital lease on the
face of a balance sheet of such person prepared in accordance with GAAP; the
amount of such obligation shall be the capitalized amount thereof, determined in
accordance with GAAP; the stated maturity thereof 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 payment of a
penalty; and such obligation shall be deemed secured by a Lien on any property
or assets to which such lease relates.

                  "CAPITAL STOCK" means, with respect to any person, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents (including partnerships or partnership interests), or
ownership interests (however designated) of such person, including each class of
common stock and preferred stock of such person, but excluding convertible
Indebtedness.

                  "CERTIFICATED NOTES" means Notes that are in the form of the
Notes attached hereto as Exhibit A-1, that do not include the information called
for by footnotes 1 and 2 thereof.

                  "CHANGE OF CONTROL" means an event or series of events by
which (i) the Company sells, conveys, transfers or leases, directly or
indirectly, all or substantially all of the properties and assets of the Company
and its Restricted Subsidiaries to any person, corporation, entity or group,
(ii) any "person" (as such term is used in Section 13(d) and 14(d) of the
Exchange Act) (other than the Existing Equity Holders) is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have "beneficial ownership" of all
shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly of securities representing 40% or more of the combined voting power
of the Company's Voting Stock and at such time as the Existing Equity Holders
together shall fail to beneficially own, directly or indirectly, securities
representing at least the same percentage of the combined voting power of the
Company's Voting Stock as is "beneficially owned" by such "person," (iii) the
Company consolidates with or merges into another corporation, or any corporation
consolidates with or merges into the Company, in either event pursuant to a
transaction in which the outstanding Voting Stock of the Company is changed into
or exchanged for cash, securities or other property, other than any such
transactions between the Company and its wholly-owned

                                       2

<PAGE>


Restricted Subsidiaries, with the effect that any "person" (other than the
Existing Equity Holders) becomes the "beneficial owner," directly or
indirectly, of securities representing 40% or more of the combined voting
power of the Company's Voting Stock and at such time as the Existing Equity
Holders together shall fail to beneficially own, directly or indirectly,
securities representing at least the same percentage of the combined voting
power of the Company's Voting Stock as is "beneficially owned" by such
"person," or (iv) during any period of 24 consecutive months, individuals who
at the beginning of such period constituted the Company's Board of Directors
(together with any new or replacement directors whose election by the
Company's Board of Directors, or whose nomination for election by the
Company's stockholders, was approved by a vote of at least a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the directors then
in office.

                  "CHANGE OF CONTROL TRIGGERING EVENT" is defined as the
occurrence of both (i) a Change of Control and (ii) a Rating Decline.

                  "COMPANY" means the person named as such above until a
successor replaces it in accordance with Article 5 and thereafter means the
successor.

                  "COMPLETION GUARANTEE AND KEEP-WELL AGREEMENT" means (i) the
guarantee by the Company or a Restricted Subsidiary of the completion of the
development, construction and opening of a new gaming facility by an Affiliate
of the Company, (ii) the agreement by the Company or a Restricted Subsidiary to
advance funds, property or services on behalf of an Affiliate of the Company in
order to maintain the financial condition of such Affiliate in connection with
the development, construction and opening of a new gaming facility by such
Affiliate and (iii) performance bonds incurred in the ordinary course of
business; provided that, in the case of clauses (i) and (ii) above, such
guarantee or agreement is entered into in connection with obtaining financing
for such gaming facility or is required by a Gaming Authority.

                  "CONSOLIDATED COVERAGE RATIO" means, for any period, for any
person, the ratio of the aggregate amount of Operating Cash Flow of such person
for such period to the aggregate amount of Consolidated Interest Expense of such
person for such period.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, the
total interest expense of a person and its consolidated Restricted Subsidiaries
including (i) interest expense attributable to Capital Lease Obligations, (ii)
amortization of debt discount, (iii) capitalized interest, (iv) cash and noncash
interest payments, (v) commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing, (vi) net
costs under Interest Rate Protection Agreements (including amortization of
discount) and (vii) interest expense in respect of obligations of other persons
deemed to be Indebtedness of the Company or its Restricted Subsidiaries under
clause (v) or (vi) of the definition of Indebtedness.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
income of a person and its consolidated Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP; PROVIDED, HOWEVER, that there shall
not be included in such Consolidated Net

                                       3

<PAGE>


Income: (i) any net income (loss) of any person if such person is not a
Restricted Subsidiary, except that (A) the Company's equity in the net income
of any such person (including, without limitation, an Unrestricted
Subsidiary) for such period shall be included in such Consolidated Net Income
up to the aggregate amount of cash actually distributed by such person during
such period to the Company or a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a
Restricted Subsidiary, to the limitations contained in clause (iii) below);
and (B) the Company's equity in the net loss of any such person for such
period shall be included in determining such Consolidated Net Income
(subject, with respect to the net loss of an Unrestricted Subsidiary, to
clause (vi) below); (ii) any net income (loss) of any person acquired by the
Company or a Restricted Subsidiary in a pooling of interests transaction for
any period prior to the date of such acquisition; (iii) any net income (loss)
of any Restricted Subsidiary if such Restricted Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the
making of distributions by such Restricted Subsidiary, directly or
indirectly, to the Company, except that (A) the Company's equity in the net
income of any such Restricted Subsidiary for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash which could
have been distributed by such Restricted Subsidiary during such period to the
Company or another Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to another
Restricted Subsidiary, to the limitation contained in this clause) unless at
the time of computation no cash would be permitted to be distributed and (B)
the Company's equity in the net loss of any such Restricted Subsidiary for
such period shall be included in determining such Consolidated Net Income;
(iv) any gain or loss realized upon the sale or other disposition of any
property, plant or equipment of the Company or its consolidated Restricted
Subsidiaries which is not sold or otherwise disposed of in the ordinary
course of business and any gain or loss realized upon the sale or other
disposition of any Capital Stock of any person; (v) the cumulative effect of
a change in accounting principles; (vi) the net loss of any Unrestricted
Subsidiary; and (vii) extraordinary or nonrecurring gains or losses.

                  "CONSOLIDATED NET WORTH" of any person means the total of the
amounts shown on the balance sheet of such person and its consolidated
Restricted Subsidiaries, determined on a consolidated basis in accordance with
GAAP, as of any date selected by the Company not more than 90 days prior to the
taking of any action for the purpose of which the determination is being made
(and adjusted for any material events since such date), as (i) the par or stated
value of all outstanding Capital Stock plus (ii) paid-in capital or capital
surplus relating to such Capital Stock plus (iii) any retained earnings or
earned surplus, less (A) any accumulated deficit, (B) any amounts attributable
to Redeemable Stock and (C) any amounts attributable to Exchangeable Stock.

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

                  "DEPOSITORY" 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 Depository with respect to the Notes, until a successor shall have
been appointed and become such Depository pursuant to the applicable provision
of this Indenture, and, thereafter, "Depository" shall mean or include such
successor.

                                       4

<PAGE>


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

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

                  "EXCHANGEABLE STOCK" means any Capital Stock of a corporation
that is exchangeable or convertible into another security (other than into
Capital Stock of such corporation that is neither Exchangeable Stock or
Redeemable Stock).

                  "EXISTING EQUITY HOLDERS" means Frank J. Fertitta III, Blake
L. Sartini, Delise F. Sartini, Lorenzo J. Fertitta, Glenn C. Christenson and
Scott M Nielson and the Former Equity Holder and their executors, administrators
or the legal representatives of their estates, their heirs, distributees and
beneficiaries, any trust as to which any of the foregoing is a settlor or
co-settlor and any corporation, partnership or other entity which is an
Affiliate of any of the foregoing. Existing Equity Holders shall also mean any
lineal descendants of such persons, but only to the extent that the beneficial
ownership of the Voting Stock held by such lineal descendants was directly
received (by gift, trust or sale) from any such person.

                  "EXISTING SENIOR SUBORDINATED NOTES" means the $198,000,000 10
1/8% Senior Subordinated Notes of the Company due 2006, the $150,000,000 9 3/4%
Senior Subordinated Notes of the Company due 2007, the $199,900,000 8 7/8%
Senior Subordinated Notes due 2008 and the $375,000,000 9 7/8% Senior
Subordinated Notes due 2010.

                  "FF&E FINANCING" means Indebtedness which is non-recourse to
the borrower, the proceeds of which will be used to finance the acquisition or
lease by the Company or its Restricted Subsidiaries of furniture, fixtures or
equipment ("FF&E") used in the operation of its business and secured by a Lien
on such FF&E.

                  "FSH" means Fiesta Station Holdings, Inc.

                  "FSI" means Fiesta Station, Inc.

                  "FORMER EQUITY HOLDER" means Frank J. Fertitta, Jr.

                  "FUNDED INDEBTEDNESS" means all Indebtedness of the Company
that (i) matures by its terms, or is renewable at the option of the Company to a
date, more than one year after the date of original issuance of such
Indebtedness and (ii) ranks at least equal in right of payment with the Notes.

                  "GAAP" means generally accepted accounting principles as in
effect in the United States on the date of this Indenture.

                  "GAMING AUTHORITY" means the Nevada Gaming Commission, the
Nevada Gaming Control Board or any agency of any state, county, city or other
political subdivision which has, or may at any time after the date of the
Indenture have, jurisdiction over all or any portion of the gaming activities of
the Company or any of its Subsidiaries or any successor to such authority.

                                       5

<PAGE>


                  "GAMING CONTROL ACT" means the Nevada Gaming Control Act, as
from time to time amended, or any successor provision of law, and the
regulations promulgated thereunder.

                  "GAMING LICENSE" of any person means every license, franchise
or other authorization on the date of the Indenture or thereafter required to
own, lease, operate or otherwise conduct the gaming operations of such person,
including, without limitation, all such licenses granted under the Gaming
Control Act, as from time to time amended, or any successor provision at law,
the regulations of Gaming Authorities and other applicable laws.

                  "GLOBAL NOTES" means, individually and collectively, the
Regulation S Temporary Global Note, the Regulation S Permanent Global Note and
the Rule 144A Global Note.

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

                  "HOLDER" or "NOTEHOLDER" means a person in whose name a Note
is registered on the register maintained by the Registrar.

                  "INDEBTEDNESS" of any person means, without duplication, (i)
the principal of and premium (if any) in respect of (A) indebtedness of such
person for money borrowed and (B) indebtedness evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such person is
responsible or liable; (ii) all Capital Lease Obligations of such person; (iii)
all obligations of such person issued or assumed as the deferred purchase price
of property, assets or services, all conditional sale obligations and all
obligations under any title retention agreement (but excluding operating leases
and trade accounts payable arising in the ordinary course of business); (iv) all
obligations of such person for the reimbursement of any obligor on any letter of
credit, banker's acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the third Business Day following receipt by such person of a demand
for reimbursement following payment on the letter of credit); (v) all
obligations of the type referred to in clauses (i) through (iv) of other persons
and all dividends of other persons for the payment of which, in either case,
such person is responsible or liable as obligor, guarantor or otherwise; and
(vi) all obligations of the type referred to in clauses (i) through (v) of other
persons secured by any Lien on any property or asset of such person (whether or
not such obligation is assumed by such person), the amount of such obligation
being deemed to be the lesser of the value of such property or asset or the
amount of the obligation so secured.

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

                                       6

<PAGE>


                  "INTEREST PAYMENT DATE" means the dates on which the Company
shall pay interest on the Notes to Noteholders, as described in the Notes.

                  "INTEREST RATE PROTECTION AGREEMENT" means any interest rate
swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect the Company or any Subsidiary against
fluctuations in interest rates.

                  "INVESTMENT GRADE" designates a rating of BBB- or higher by
S&P or Baa3 or higher by Moody's or the equivalent of such ratings by S&P or
Moody's. In the event that the Company shall select any other Rating Agency, the
equivalent of such ratings by such Rating Agency shall be used.

                  "JOINT VENTURE" means any partnership, corporation or other
entity, in which up to and including 50% of the partnership interests,
outstanding voting stock or other equity interests is owned, directly or
indirectly, by the Company and/or one or more Subsidiaries.

                  "KCSC" means Kansas City Station Corporation.

                  "LEGAL REQUIREMENTS" means, with respect to any project, all
laws, statutes and ordinances (including building codes and zoning and
environmental laws, regulations and ordinances), and all rules, orders, rulings,
regulations, directives and requirements of all Governmental Authorities, which
are now or which may hereafter be in existence, and which are applicable to the
Company or any Affiliate thereof in connection with the construction or
development of any project or the operation of its business, or any part
thereof, including, without limitation, the Gaming Control Act, as modified by
any variances, special use permits, waivers, exceptions or other exemptions
which may from time to time be applicable to the Company or any Affiliate
thereof.

                  "LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset (including any agreement to give any security interest). For all purposes
under this Indenture, a person shall be deemed to own subject to a Lien any
asset that it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, Capital Lease Obligation or other
title retention agreement (other than operating leases) relating to such asset.

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

                  "LMSI" means Lake Mead Station, Inc.

                  "MOODY'S" means Moody's Investors Service, Inc. and its
successors.

                  "NET PROCEEDS" means, with respect to any issuance, sale or
contribution in respect of Capital Stock, the aggregate proceeds of such
issuance, sale or contribution, including the fair market value (as determined
by the Board of Directors and net of any associated debt) of property other than
cash, received by the Company, net of attorneys' fees, accountants' fees,
underwriters' fees, placement agents' fees, discounts or commissions and
brokerage, consultant

                                       7

<PAGE>


and other fees actually incurred in connection with such issuance or sale and
net of taxes paid or payable as a result thereof; PROVIDED, HOWEVER, that if
such fair market value as determined by the Board of Directors of property
other than cash is greater than $15 million, the determination of fair market
value thereof shall be based upon an opinion from an independent nationally
recognized firm experienced in the appraisal of similar types of transactions.

                  "NOTE CUSTODIAN" means the person specified in Section 2.03,
as custodian with respect to the Global Notes, or any successor entity thereto.

                  "OFFICER" means the Chairman of the Board, the President, any
Vice President, the Treasurer, the Secretary, the Chief Financial Officer, any
Assistant Treasurer or any Assistant Secretary of the Company.

                  "OFFICERS' CERTIFICATE" means a certificate signed by any two
Officers, one of whom must be the Chairman of the Board, the President, the
Treasurer or a Vice President of the Company.

                  "OPERATING CASH FLOW" means, for any period, for any person,
the aggregate amount of Consolidated Net Income of such person before
Consolidated Interest Expense, income taxes, depreciation expense, Amortization
Expense and any noncash amortization of debt issuance cost. Notwithstanding the
foregoing, the Consolidated Interest Expense, income taxes, depreciation
expense, Amortization Expense and any noncash amortization of debt issuance cost
of a subsidiary of a person shall be added to Consolidated Net Income to compute
Operating Cash Flow in the same proportion that the net income of such
subsidiary was included in calculating the Consolidated Net Income of such
person.

                  "OPINION OF COUNSEL" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. Unless otherwise required
by the Trustee, the counsel may be an employee of or counsel to the Company or
the Trustee.

                  "PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness of the
Company or a Restricted Subsidiary (i) issued in exchange for, or the proceeds
from the issuance and sale or disbursement of which are used to substantially
concurrently repay, redeem, refund, refinance, discharge or otherwise retire for
value, in whole or in part (collectively, "repay"), or (ii) constituting an
amendment, modification or supplement to, or a deferral or renewal of
(collectively, an "amendment"), any Indebtedness of the Company or a Restricted
Subsidiary (and any premiums, penalties, fees and expenses actually incurred by
the Company or such Restricted Subsidiary in connection with the repayment or
amendment thereof) existing immediately after the original issuance of the
Series A Notes or incurred pursuant to clauses (iii), (vi), (vii) and (viii)
(subject to proviso (C) below) of Section 4.06, in a principal amount (or, if
such Permitted Refinancing Indebtedness provides for an amount less than the
principal amount thereof to be due and payable upon the acceleration thereof,
with an original issue price) not in excess of (1) the principal amount of the
Indebtedness so refinanced (or, if such Permitted Refinancing Indebtedness
refinances Indebtedness under an agreement providing a commitment for subsequent
borrowings, with a maximum commitment not to exceed the maximum commitment under
such agreement) plus (2) unpaid accrued interest on such Indebtedness plus

                                       8

<PAGE>


(3) premiums, penalties, fees and expenses actually incurred by the Company
or such Restricted Subsidiary, as the case may be, in connection with the
repayment or amendment thereof; provided that (A) Permitted Refinancing
Indebtedness of the Company that repays or constitutes an amendment to
Subordinated Indebtedness shall not have an Average Life less than the
Indebtedness to be so refinanced at the time of such incurrence, and shall
contain subordination and default provisions no less favorable in any
material respect to the Noteholders than those contained in such repaid or
amended Indebtedness, (B) notwithstanding the foregoing, any Permitted
Refinancing Indebtedness incurred to repay all of the Notes then outstanding
shall not be limited in principal amount or otherwise if the Company,
contemporaneously with such issuance, irrevocably deposits with the Trustee
or Paying Agent an amount of the proceeds of such Permitted Refinancing
Indebtedness sufficient to redeem or repay each installment of the
outstanding principal amount of the Notes on, and all interest accrued to,
the date fixed for such repayment, together with irrevocable instructions to
redeem and repay the Notes on the stated redemption date and (C) to the
extent that Permitted Refinancing Indebtedness includes Indebtedness incurred
in connection with the refinancing of the Bank Facility (whether or not such
Indebtedness is existing on or after the date of the Indenture) and the
managing agent for the lenders under such refinancing Indebtedness is a
person other than a banking institution with over $500 million in assets and
subject to supervision and examination by federal or state banking
authorities, the provisions of clause (viii) of Section 4.06 shall terminate
and be of no further force and effect with respect to such refinancing
Indebtedness.

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

                  "PRINCIPAL" of any Indebtedness means the principal amount
thereof plus the premium, if any, thereon.

                  "PROJECT COST" means, with respect to any Resort Property, the
aggregate costs required to complete a construction project on such Resort
Property or an addition or improvement to such Resort Property in accordance
with the plans therefor and applicable legal requirements, as set forth in an
Officer's Certificate submitted to the Trustee, setting forth in reasonable
detail all amounts theretofore expended and any anticipated costs and expenses
estimated to be incurred and reserves to be established in connection with the
construction and development of such future addition or improvement, including
direct costs related thereto such as construction management, architectural,
engineering and interior design fees, site work, utility installations and hook
up fees, construction permits, certificates and bonds, land acquisition costs
and the cost of furniture, fixtures, furnishings, machinery and equipment, but
excluding the following: principal or interest payments on any Indebtedness
(other than interest which is required to be capitalized in accordance with
generally accepted accounting principles, which shall be included in determining
Project Cost), or costs related to the operation of the Resort Property
including, but not limited to, non-construction supplies and pre-operating
payroll.

                  "PSHC" means Palace Station Hotel & Casino, Inc.

                                       9

<PAGE>


                  "QUALIFIED GUARANTEE" means a guarantee by the Company or any
of its Restricted Subsidiaries of Indebtedness of any entity provided that (i)
unless such Indebtedness was incurred by a Native American tribe or any agency
or instrumentality thereof, the Company and its Restricted Subsidiaries own in
the aggregate at least 35% but no more than 50% of the outstanding Voting Stock
of such entity at the time of the incurrence, creation or assumption of the
guarantee, (ii) the primary purpose for which such Indebtedness was incurred was
to finance the development, construction or acquisition of a gaming facility,
(iii) the pro forma Consolidated Coverage Ratio of the Company, calculated
cumulatively for the four most recent consecutive fiscal quarters of the Company
prior to the date of the guarantee as if the guarantee were required to have
been satisfied on the first day of such period, would have been greater than 2.5
to 1.00, (iv) none of the Existing Equity Holders, other than Glenn C.
Christenson or Scott M Nielson if such person is no longer employed by the
Company in any capacity, or any of their Related Persons, other than the Company
and its Restricted Subsidiaries, is a direct or indirect obligor, contingently
or otherwise, of such Indebtedness or a direct or indirect holder of any Capital
Stock of such entity, other than through their respective ownership interests in
the Company, (v) at the time of the incurrence, creation or assumption of the
guarantee, the rating of the Notes by each Rating Agency is at least equal to
the rating of the Notes on the date of the Indenture and (vi) if such
Indebtedness is incurred by a Native American tribe or any agency or
instrumentality thereof, including any tribal authority, for so long as such
guarantee is outstanding such tribe and the Company or one of its Restricted
Subsidiaries will have in effect a written agreement which has been approved by
all required Governmental Authorities pursuant to which the Company or one of
its Restricted Subsidiaries will manage such tribe's gaming activities at the
facility or facilities with respect to which the Indebtedness was incurred to
develop, construct or acquire in exchange for customary fees and reimbursements.

                  "QUALIFIED NON-RECOURSE DEBT" means Indebtedness (i) as to
which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable (as a
guarantor or otherwise), or (c) constitutes the lender; and (ii) 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 of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries, other than by a pledge by the
Company or a Restricted Subsidiary of the stock of an Unrestricted Subsidiary;
PROVIDED, HOWEVER, that the Company or any of its Restricted Subsidiaries may
(x) execute a Completion Guarantee and Keep-Well Agreement for an Unrestricted
Subsidiary whose sole purpose is to develop, construct and operate a new gaming
facility or (y) make a loan to an Unrestricted Subsidiary if such loan is
permitted under Section 4.05 at the time of the incurrence of such loan, and
such actions referred to in the foregoing clauses (x) and (y) shall not
constitute Indebtedness which is not Qualified Non-Recourse Debt.

                  "RATING AGENCIES" means (i) S&P and (ii) Moody's or (iii) if
S&P or Moody's or both shall not make a rating of the Notes publicly available,
a nationally recognized securities rating agency or agencies, as the case may
be, selected by the Company, which shall be substituted for S&P or Moody's or
both, as the case may be.

                                       10

<PAGE>


                  "RATING CATEGORY" means (i) with respect to S&P, any of the
following categories: BB, B, CCC, CC, C and D (or equivalent successor
categories); and (ii) with respect to Moody's, any of the following categories:
Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the
equivalent of any such category of S&P or Moody's used by another Rating Agency.
In determining whether the rating of the Notes has decreased by one or more
gradation, gradations within Rating Categories (+ and - for S&P; 1, 2 and 3 for
Moody's; or the equivalent gradations for another Rating Agency) shall be taken
into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB,
as well as from BB- to B+, will constitute a decrease of one gradation).

                  "RATING DATE" means the date which is 90 days prior to the
earlier of (i) a Change of Control or (ii) public notice of the occurrence of a
Change of Control or of the intention by the Company to effect a Change of
Control.

                  "RATING DECLINE" shall be deemed to occur if, within 90 days
of public notice of the occurrence of a Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either of the Rating Agencies): (a) in
the event the Notes are rated by either Rating Agency on the Rating Date as
Investment Grade the rating of the Notes by both Rating Agencies shall be below
Investment Grade, or (b) in the event the Notes are rated below Investment Grade
by both Rating Agencies on the Rating Date, the rating of the Notes by either
Rating Agency shall be decreased by one or more gradations (including gradations
within Rating Categories as well as between Rating Categories).

                  "REDEEMABLE STOCK" means any Capital Stock that by its terms
or otherwise (other than in consideration of Capital Stock that is not
Redeemable Stock) is, or upon the happening of an event would be, required to be
redeemed or repurchased, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, at any
time prior to the first anniversary of the stated maturity of the Notes.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of February 13, 2001, by and among the Company and the other
party named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

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

                  "REGULATION S GLOBAL NOTE" means a Regulation S Temporary
Global Note or Regulation S Permanent Global Note, as appropriate.

                  "REGULATION S PERMANENT GLOBAL NOTE" means a permanent global
note that contains the paragraph referred to in footnote 1 and the additional
schedule referred to in footnote 2 to the form of the Note attached hereto as
Exhibit A-1, and that is deposited with and registered in the name of the
Depository, representing the Notes sold in reliance on Regulation S.

                                       11

<PAGE>

                  "REGULATION S TEMPORARY GLOBAL NOTE" means a single temporary
global note in the form of the Note attached hereto as Exhibit A-2 that is
deposited with and registered in the name of the Depository, representing Notes
sold in reliance on Regulation S.

                  "RELATED PERSON" of any person means (i) (A) if such person is
a corporation, any person who is a director, officer or employee (x) of such
person, (y) of any subsidiary of such person or (z) of any Affiliate of such
person or (B) if such person is an individual, any immediate family member or
lineal descendent of such person or spouse of such immediate family member or of
such lineal descendant, or (ii) any Affiliate of any person included in clause
(i) and any person who is a director, officer or employee of such Affiliate.

                  "REPRESENTATIVE" means the indenture trustee or other trustee,
agent or representative, if any, for an issue of Indebtedness.

                  "REQUIRED RATING" means ratings on the Notes of at least BBB-
by S&P and Baa3 by Moody's.

                  "RESORT PROPERTY" means any property owned or any Restricted
Subsidiary that has on it, or upon completion of construction will have on it, a
casino (including a riverboat casino), casino-hotel, destination resort or theme
park.

                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any officer within the corporate trust administration group of the Trustee
(or any successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

                  "RESTRICTED SUBSIDIARY" of a person means any subsidiary of
the referent person that is not an Unrestricted Subsidiary.

                  "RULE 144A" means Rule 144A promulgated under the Securities
Act.

                  "RULE 144A GLOBAL NOTE" means a permanent global note that
contains the paragraph referred to in footnote 1 and the additional schedule
referred to in footnote 2 to the form of the Note attached hereto as Exhibit
A-1, and that is deposited with and registered in the name of the Depository.

                  "S&P" means Standard & Poor's Corporation and its successors.

                  "SEC" means the Securities and Exchange Commission.

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

                  "SFSI" means Santa Fe Station, Inc.

                  "SGSI" means Southwest Gaming Services, Inc.

                                       12

<PAGE>

                  "SSI" means Sunset Station, Inc.

                  "SUBORDINATED INDEBTEDNESS" means any Indebtedness of the
Company (whether outstanding on the date hereof or hereafter incurred) which is
subordinate or junior in right of payment to the Notes.

                  "SUBSIDIARY" of a person means any corporation, association,
partnership, limited liability company or other business entity of which 50% or
more of the Voting Stock is at the time of determination owned or controlled,
directly or indirectly, by such person or by one or more of the other
subsidiaries of that person (or a combination thereof); provided that with
respect to any such corporation, association, partnership, limited liability
company or other business entity of which no more than 50% of the total Voting
Stock is so owned or controlled, then such corporation, association,
partnership, limited liability company or other business entity shall not be
deemed to be a subsidiary of such person unless such person has the power to
direct the policies or management of such corporation, association, partnership,
limited liability company or other business entity.

                  "SUBSIDIARY" means any subsidiary of the Company.

                  "SWSI" means Southwest Services, Inc.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
ss.ss. 77aaa-77bbbb) as in effect on the date on which this Indenture is first
qualified under the TIA, except as provided in Section 9.03.

                  "TRANSFER RESTRICTED SECURITY" means a security that bears or
is required to bear the legend set forth in Section 2.06(g) hereof.

                  "TRUSTEE" means the person named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter means the successor.

                  "TRUST OFFICER" means the Chairman of the Board, the President
or any other officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

                  "TSI" means Texas Station, Inc.

                  "UNRESTRICTED SUBSIDIARY" means any Subsidiary (other than
PSHC, BSI, TSI, SGSI and SWSI or any successor to any of them) that at the time
of determination shall be designated by the Board of Directors of the Company as
an Unrestricted Subsidiary of the Company by a Board Resolution and any
Subsidiary of an Unrestricted Subsidiary, but only to the extent and so long as
such Subsidiary (and any Subsidiary of such Subsidiary): (a) has no Indebtedness
other than Qualified Non-Recourse Debt; (b) is a person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional equity interests or (y) to
maintain or preserve such person's financial condition or to cause such person
to achieve any specified levels of operating results; and (c) has not guaranteed
or otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries; PROVIDED, HOWEVER, that
either

                                      13
<PAGE>

(A) the Subsidiary to be so designated has total assets of $1,000 or less or
(B) if such Subsidiary has assets greater than $1,000, that such designation
would be permitted under Section 4.05; provided, further, however, that the
Company or any of its Restricted Subsidiaries may execute a Completion
Guarantee and Keep-Well Agreement for an Unrestricted Subsidiary whose sole
purpose is to develop, construct and operate a new gaming facility, and the
execution and performance (if such performance is permitted under Section
4.05 and Section 4.06) of such Completion Guarantee and Keep-Well Agreement
shall not prevent a Subsidiary from becoming or remaining an Unrestricted
Subsidiary. Any such designation by the Board of Directors 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 4.05. 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
the Indenture and any Indebtedness of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary of the Company as of such date (and, if
such Indebtedness is not permitted to be incurred as of such date under
Section 4.06, the Company shall be in Default of such section). The Board of
Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED that such designation
shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (i)
such Indebtedness is permitted under Section 4.06, and (ii) no Default or
Event of Default would be in existence following such designation.

                  "VOTING STOCK" means any class of Capital Stock of any person
then outstanding normally entitled (without regard to the occurrence of any
contingency) to vote in the elections of directors, managers, managing partners
or trustees.

         Section 1.02. OTHER DEFINITIONS.
                       -----------------

<TABLE>
<CAPTION>
                  TERM                                             DEFINED IN SECTION
                  ----                                             ------------------
<S>                                                                <C>
"Accredited Investor"                                                       2.01
"Bankruptcy Law"                                                            6.01
"Custodian"                                                                 6.01
"DTC"                                                                       2.03
"Event of Default"                                                          6.01
"Legal Holiday"                                                            10.07
"Paying Agent"                                                              2.03
"QIB"                                                                       2.01
"Registrar"                                                                 2.03
"Repurchase Date"                                                           4.12
"Repurchase Offer"                                                          4.12
"Repurchase Price"                                                          4.12
"Restricted Investment"                                                     4.05
"Restricted Payment"                                                        4.05
</TABLE>

                                      14
<PAGE>

<TABLE>
<CAPTION>
                  TERM                                             DEFINED IN SECTION
                  ----                                             ------------------
<S>                                                                <C>
"U.S. Government Obligations"                                               8.01
</TABLE>

         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;

                  "OBLIGOR" on the Notes means the Company and any other obligor
upon the Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein have the meanings assigned to them
therein.

         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; and

                           (5) provisions apply to successive events and
         transactions.


                                      15

<PAGE>

                                   ARTICLE 2.
                                   THE NOTES

         Section 2.01. FORM AND DATING.
                       ---------------

                  The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1, which is part of this
Indenture. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage which do not amend or conflict with the terms
of the Notes. Each Note shall be dated the date of its authentication. The Notes
will be unsecured general obligations of the Company. The aggregate principal
amount of the Series A Notes shall be no greater than $500,000,000; if the
Series B Notes are issued, the aggregate principal amount of the Series A Notes
then outstanding shall be reduced by the aggregate principal amount of the
Series B Notes so issued. The Notes shall be issued in registered form, without
coupons, in denominations of $1,000 and integral multiples thereof. The Company
shall deliver to the Trustee a printed form of Note.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture, and to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

                  (a) RULE 144A GLOBAL NOTES. Notes offered and sold within the
United States to qualified institutional buyers as defined in Rule 144A ("QIBs")
in reliance on Rule 144A shall be issued initially in the form of Rule 144A
Global Notes, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Depository at its New York office, and registered
in the name of the Depository or a nominee of the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Rule 144A Global Notes may from time to time
be increased or decreased by adjustments made on the records of the Trustee and
the Depository or its nominee as hereinafter provided.

                  (b) REGULATION S GLOBAL NOTES. Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of the Regulation
S Temporary Global Note, which shall be deposited on behalf of the purchasers of
the Notes represented thereby with the Trustee, at its New York office, as
custodian for the Depository, and registered in the name of the Depository or
the nominee of the Depository, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The "40-day restricted period" (as defined
in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depository certifying that it has received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Note (except to the extent
of any beneficial owners thereof who acquired an interest therein pursuant to
another exemption from registration under the Securities Act and who will take
delivery of a beneficial ownership interest in a Rule 144A Global Note, all as
contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate
from the Company. Following the termination of the 40-day restricted period,
beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes

                                      16

<PAGE>

pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

                  (c) GLOBAL NOTES IN GENERAL. Each Global Note shall represent
such of the outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Notes from
time to time endorsed thereon and that the aggregate amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee or the Note
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

                  Except as set forth in Section 2.06 hereof, the Global Notes
may be transferred, in whole and not in part, only to another nominee of the
Depository or to a successor of the Depository or its nominee.

                  (d) BOOK-ENTRY PROVISIONS. This Section 2.01(d) shall apply
only to Rule 144A Global Notes and the Regulation S Permanent Global Notes
deposited with or on behalf of the Depository.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(d) and Section 2.02, authenticate and deliver the Global
Notes that (i) shall be registered in the name of the Depository or the nominee
of the Depository and (ii) shall be delivered by the Trustee to the Depository
or pursuant to the Depository's instructions or held by the Trustee as custodian
for the Depository.

                  Agent Members shall have no rights either under this Indenture
with respect to any Global Note held on their behalf by the Depository or by the
Note Custodian or under such Global Note, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Note Custodian as
the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Note Custodian from giving effect to
any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of an owner of a beneficial interest in any Global Note.

                  (e) CERTIFICATED NOTES. Notes issued to accredited investors
as defined in Rule 501(a)(1), (2), (3), (4) or (7) under the Securities Act
("Accredited Investors") who are not QIBs and other Notes not issued as
interests in the Global Notes will be issued in certificated form substantially
in the form of Exhibit A-1 attached hereto (but without including the text
referred to in footnotes 1 and 2 thereto).

                                      17

<PAGE>

         Section 2.02. EXECUTION AND AUTHENTICATION.
                       ----------------------------

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

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

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

                  The Trustee shall authenticate the Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes upon a
written order of the Company signed by an Officer. The aggregate principal
amount of Notes outstanding at any time may not exceed that amount except as
provided in Section 2.07.

                  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 the Company or
an Affiliate.

         Section 2.03. REGISTRAR; PAYING AGENT; DEPOSITORY; NOTE CUSTODIAN.
                       ---------------------------------------------------

                  The Company shall maintain in the county where the principal
corporate office of the Trustee is located and in such other locations as it
shall determine (i) an office or agency where Notes may be presented for
registration of transfer or for exchange ("Registrar") and (ii) an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent, Registrar or co-registrar upon thirty (30)
days' notice to the Trustee. The Company shall notify the Trustee of the name
and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent, Registrar or co-registrar.

                  The Company shall, if the Notes are listed on the New York
Stock Exchange, designate as authenticating agent, co-registrar and Paying Agent
with respect to the Notes a bank or trust company in good standing, organized
under the laws of the United States of America or any State, doing business in
or having a correspondent relationship with a bank or trust company doing
business in the Borough of Manhattan, City of New York, State of New York, and
having a capital and surplus (including subordinated capital notes and earned
surplus) aggregating at least $10,000,000 (except with respect to Article 8, in
which case the Paying Agent (if other than the Trustee) shall have a capital and
surplus (including subordinated capital notes and earned surplus) aggregating at
least $100,000,000). Whenever, pursuant to this Indenture, the Trustee is

                                      18

<PAGE>

obligated, empowered or authorized to perform any act with respect to the
authentication and issuance of the Notes, or their transfer, other than the
authentication and issuance of Notes upon original issue or in cases of Notes
mutilated, destroyed, lost or stolen, such act may be performed by the
authenticating agent and co-registrar, notwithstanding anything in this
Indenture to the contrary. Whenever, pursuant to this Indenture, the Trustee is
obligated, empowered or authorized to perform any act with respect to payment of
the principal of (and premium, if any) or interest on the Notes, such acts may
be performed by the Paying Agent, notwithstanding anything in this Indenture to
the contrary.

                  The Company covenants that whenever necessary to avoid or fill
a vacancy in the office of authenticating agent, co-registrar and Paying Agent,
the Company will appoint a successor authenticating agent, co-registrar and
Paying Agent so that there shall, at all times that the Notes are listed for
trading on the New York Stock Exchange, be one or more offices or agencies in
the Borough of Manhattan, City of New York, State of New York, acceptable to the
New York Stock Exchange, where Notes may be presented or surrendered for payment
and where Notes may be surrendered for registration of transfer or exchange.

                  In case, at the time of the appointment of a successor to the
authenticating agent, any of the Notes shall have been authenticated but not
delivered, any such successor may adopt the certificate of authentication of the
original authenticating agent or of any successor to it as authenticating agent
hereunder, and deliver such Notes so authenticated; and in case at any time any
of the Notes shall not have been authenticated, any successor to the
authenticating agent by merger or consolidation may authenticate such securities
either in the name of its predecessor hereunder or in the name of the successor
authenticating agent; and in all such cases such certificate shall have the full
force which it is anywhere in the Notes or in this Indenture provided that the
certificate of authentication shall have.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depository with respect to the Global Notes. The Company
initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Note Custodian with respect to the Global Notes. The Company initially
appoints the Trustee to act as the Registrar and Paying Agent with respect to
the Certificated Notes.

         Section 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.
                       -----------------------------------

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Noteholders or the Trustee all money held by the Paying Agent for the
payment of principal, interest or Liquidated Damages, if any, on the Notes
(whether such money has been paid to it by the Company or any other obligor on
the Notes), and will notify the Trustee of any default by the Company (or any
other obligor on the Notes) in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a subsidiary) shall have no further liability for
the money. If the Company or a subsidiary acts as Paying Agent, it shall
segregate

                                      19

<PAGE>

and hold in a separate trust fund for the benefit of the Noteholders all
money held by it as Paying Agent.

         Section 2.05. NOTEHOLDER LISTS.
                       ----------------

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Noteholders. If the Trustee is not the Registrar, the Company and
any other obligor shall furnish to the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, but in any event at least semi-annually, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Noteholders.

         Section  2.06. TRANSFER AND EXCHANGE.
                        ---------------------

                  (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture and the procedures of
the Depository therefor, which shall include restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Beneficial interests in a Global Note may be transferred to persons who take
delivery thereof in the form of a beneficial interest in the same type of Global
Note in accordance with the transfer restrictions set forth in the legend in
subsection (g) of this Section 2.06. Transfers of beneficial interests in the
Global Notes to persons required to take delivery thereof in the form of an
interest in another type of Global Note shall be permitted as follows:

                           (i) RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL
         NOTE. If, at any time, an owner of a beneficial interest in a Rule 144A
         Global Note deposited with the Depository (or the Note Custodian)
         wishes to transfer its interest in such Rule 144A Global Note to a
         person who is required or permitted to take delivery thereof in the
         form of an interest in a Regulation S Global Note, such owner shall,
         subject to the Applicable Procedures, exchange or cause the exchange of
         such interest for an equivalent beneficial interest in a Regulation S
         Global Note as provided in this Section 2.06(a)(i). Upon receipt by the
         Trustee of (1) instructions given in accordance with the Applicable
         Procedures from an Agent Member directing the Trustee to credit or
         cause to be credited a beneficial interest in the Regulation S Global
         Note in an amount equal to the beneficial interest in the Rule 144A
         Global Note to be exchanged, (2) a written order given in accordance
         with the Applicable Procedures containing information regarding the
         participant account of the Depository to be credited with such increase
         and (3) a certificate in the form of Exhibit B-1 hereto given by the
         owner of such beneficial interest stating that the transfer of such
         interest has been made in compliance with the transfer restrictions
         applicable to the Global Notes and pursuant to and in accordance with
         Rule 903 or Rule 904 of Regulation S, then the Trustee, as Registrar,
         shall instruct the Depository to reduce or cause to be reduced the
         aggregate principal amount at maturity of the applicable Rule 144A
         Global Note and to increase or cause to be increased the aggregate
         principal amount at maturity of the applicable Regulation S Global Note
         by the principal amount at maturity of the beneficial interest in the
         Rule 144A Global Note to be exchanged, to credit or cause to be
         credited to the account of the person specified in such

                                      20

<PAGE>

         instructions a beneficial interest in the Regulation S Global Note
         equal to the reduction in the aggregate principal amount at maturity
         of the Rule 144A Global Note, and to debit, or cause to be debited,
         from the account of the person making such exchange or transfer the
         beneficial interest in the Rule 144A Global Note that is being
         exchanged or transferred.

                           (ii) REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL
         NOTE. If, at any time, an owner of a beneficial interest in a
         Regulation S Global Note deposited with the Depository (or the Note
         Custodian) wishes to transfer its interest in such Regulation S Global
         Note to a person who is required or permitted to take delivery thereof
         in the form of an interest in a Rule 144A Global Note, such owner
         shall, subject to the Applicable Procedures, exchange or cause the
         exchange of such interest for an equivalent beneficial interest in a
         Rule 144A Global Note as provided in this Section 2.06(a)(ii). Upon
         receipt by the Trustee of (1) written instructions from the Depository,
         directing the Trustee, as Registrar, to credit or cause to be credited
         a beneficial interest in the Rule 144A Global Note equal to the
         beneficial interest in the Regulation S Global Note to be exchanged,
         such instructions to contain information regarding the participant
         account with the Depository to be credited with such increase, (2) a
         written order given in accordance with the Applicable Procedures
         containing information regarding the participant account of the
         Depository and (3) a certificate in the form of Exhibit B-2 attached
         hereto given by the owner of such beneficial interest stating (A) if
         the transfer is pursuant to Rule 144A, that the person transferring
         such interest in a Regulation S Global Note reasonably believes that
         the person acquiring such interest in a Rule 144A Global Note is a QIB
         and is obtaining such beneficial interest in a transaction meeting the
         requirements of Rule 144A and any applicable blue sky or securities
         laws of any state of the United States, (B) that the transfer complies
         with the requirements of Rule 144 under the Securities Act and any
         applicable blue sky or securities laws of any state of the United
         States or (C) if the transfer is pursuant to any other exemption from
         the registration requirements of the Securities Act, that the transfer
         of such interest has been made in compliance with the transfer
         restrictions applicable to the Global Notes and pursuant to and in
         accordance with the requirements of the exemption claimed, such
         statement to be supported by an Opinion of Counsel from the transferee
         or the transferor in form reasonably acceptable to the Company and to
         the Registrar, then the Trustee, as Registrar, shall instruct the
         Depository to reduce or cause to be reduced the aggregate principal
         amount at maturity of such Regulation S Global Note and to increase or
         cause to be increased the aggregate principal amount at maturity of the
         applicable Rule 144A Global Note by the principal amount at maturity of
         the beneficial interest in the Regulation S Global Note to be
         exchanged, and the Trustee, as Registrar, shall instruct the
         Depository, concurrently with such reduction, to credit or cause to be
         credited to the account of the person specified in such instructions a
         beneficial interest in the applicable Rule 144A Global Note equal to
         the reduction in the aggregate principal amount at maturity of such
         Regulation S Global Note and to debit or cause to be debited from the
         account of the person making such transfer the beneficial interest in
         the Regulation S Global Note that is being transferred.

                  (b) TRANSFER AND EXCHANGE OF CERTIFICATED  NOTES. When
Certificated  Notes are presented by a Holder to the Registrar with a request:

                                      21

<PAGE>

                           (x)      to register the transfer of the
Certificated Notes; or

                           (y)      to exchange such Certificated Notes for
an equal principal amount of Certificated Notes of other authorized
denominations,

the Registrar shall register the transfer or make the exchange as requested;
PROVIDED, HOWEVER, that the Certificated Notes presented or surrendered for
register of transfer or exchange:

                           (i) shall be duly endorsed or accompanied by a
         written instruction of transfer in form satisfactory to the Registrar
         duly executed by such Holder or by such Holder's attorney, duly
         authorized in writing; and

                           (ii) in the case of a Certificated Note that is a
         Transfer Restricted Security, such request shall be accompanied by the
         following additional information and documents, as applicable:

                                    (A) if such Transfer Restricted Security is
                  being delivered to the Registrar by a Holder for registration
                  in the name of such Holder, without transfer, or such Transfer
                  Restricted Security is being transferred to the Company, a
                  certification to that effect from such Holder (in
                  substantially the form of Exhibit B-3 hereto);

                                    (B) if such Transfer Restricted Security is
                  being transferred to a QIB in accordance with Rule 144A under
                  the Securities Act or pursuant to an exemption from
                  registration in accordance with Rule 144 under the Securities
                  Act or pursuant to an effective registration statement under
                  the Securities Act, a certification to that effect from such
                  Holder (in substantially the form of Exhibit B-3 hereto); or

                                    (C) if such Transfer Restricted Security is
                  being transferred in reliance on any other exemption from the
                  registration requirements of the Securities Act (including
                  Rule 904 thereunder), a certification to that effect from such
                  Holder (in substantially the form of Exhibit B-3 hereto) and
                  an Opinion of Counsel from such Holder or the transferee
                  reasonably acceptable to the Company and to the Registrar to
                  the effect that such transfer is in compliance with the
                  Securities Act.

                  (c) TRANSFER OF A BENEFICIAL INTEREST IN A RULE 144A GLOBAL
NOTE OR REGULATION S PERMANENT GLOBAL NOTE FOR A CERTIFICATED NOTE.

                           (i) Any person having a beneficial interest in a Rule
         144A Global Note or Regulation S Permanent Global Note may upon
         request, subject to the Applicable Procedures, exchange such beneficial
         interest for a Certificated Note. Upon receipt by the Trustee of
         written instructions or such other form of instructions as is customary
         for the Depository, from the Depository or its nominee on behalf of any
         person having a beneficial interest in a Rule 144A Global Note or
         Regulation S Permanent Global Note, and, in the case of a beneficial
         interest in a Transfer Restricted Security only, the

                                      22

<PAGE>

         following additional information and documents (all of which may be
         submitted by facsimile):

                                    (A) if such beneficial interest is being
                  transferred to the person designated by the Depository as
                  being the beneficial owner, a certification to that effect
                  from such person (in substantially the form of Exhibit B-4
                  hereto);

                                    (B) if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act or pursuant to an exemption from registration
                  in accordance with Rule 144 under the Securities Act or
                  pursuant to an effective registration statement under the
                  Securities Act, a certification to that effect from the
                  transferor (in substantially the form of Exhibit B-4 hereto);
                  or

                                    (C) if such beneficial interest is being
                  transferred in reliance on any other exemption from the
                  registration requirements of the Securities Act (including
                  Rule 904 thereunder), a certification to that effect from the
                  transferor (in substantially the form of Exhibit B-4 hereto)
                  and an Opinion of Counsel from the transferee or the
                  transferor reasonably acceptable to the Company and to the
                  Registrar to the effect that such transfer is in compliance
                  with the Securities Act,

in which case the Trustee or the Note Custodian, at the direction of the
Trustee, shall, in accordance with the standing instructions and procedures
existing between the Depository and the Note Custodian, cause the aggregate
principal amount of Rule 144A Global Notes or Regulation S Permanent Global
Notes, as applicable, to be reduced accordingly and, following such reduction,
the Company shall execute and the Trustee shall authenticate and deliver to the
transferee a Certificated Note in the appropriate principal amount.

                           (ii) Certificated Notes issued in exchange for a
         beneficial interest in a Rule 144A Global Note or Regulation S
         Permanent Global Note, as applicable, pursuant to this Section 2.06(c)
         shall be registered in such names and in such authorized denominations
         as the Depository, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Trustee. The Trustee
         shall deliver such Certificated Notes to the persons in whose names
         such Notes are so registered. Following any such issuance of
         Certificated Notes, the Trustee, as Registrar, shall instruct the
         Depository to reduce or cause to be reduced the aggregate principal
         amount at maturity of the applicable Global Note to reflect the
         transfer.

                  (d) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL NOTES.
Notwithstanding any other provision of this Indenture (other than the provisions
set forth in subsection (f) of this Section 2.06), a Global Note may not be
transferred as a whole except by the Depository to a nominee of the Depository,
or by a nominee of the Depository to the Depository or another nominee of the
Depository, or by the Depository or any such nominee to a successor Depository
or a nominee of such successor Depository.

                                      23

<PAGE>

                  (e) TRANSFER AND EXCHANGE OF A CERTIFICATED NOTE FOR A
BENEFICIAL INTEREST IN A GLOBAL NOTE. Holders of Certificated Notes may offer,
resell, pledge or otherwise transfer such Notes only pursuant to an effective
registration statement under the Securities Act, inside the United States to a
QIB in a transaction meeting the requirements of Rule 144A, in a transaction
meeting the requirements of Rule 144 under the Securities Act, outside the
United States in a transaction meeting the requirements of Rule 904 under the
Securities Act or to the Company, in each case in compliance with any applicable
securities laws of any State of the United States or any other applicable
jurisdiction.

                  When Certificated Notes are presented by a Holder to the
Registrar with a request (x) to register the transfer of the Certificated Notes
or (y) to exchange such Certificated Notes for an equal principal amount of
Certificated Notes of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transactions are met; PROVIDED, HOWEVER, that the Certificated Notes
presented or surrendered for register of transfer or exchange:

                           (i) shall be duly endorsed or accompanied by a
         written instruction of transfer in form satisfactory to the Registrar
         duly executed by such Holder or by his attorney, duly authorized in
         writing, which instructions, if applicable, shall direct the Trustee
         (A) to cancel any Certificated Note being exchanged for another
         Certificated Note or a beneficial interest in a Global Note in
         accordance with Section 2.11 hereof, and (B) to make, or to direct the
         Registrar to make, an endorsement on the appropriate Global Note to
         reflect an increase in the aggregate principal amount of the Notes
         represented by such Global Note; and

                           (ii) such request shall be accompanied by the
         following additional information and documents, as applicable:

                                    (A) if such Certificated Note is being
                  delivered to the Registrar by a Holder for registration in the
                  name of such Holder, without transfer, a certification to that
                  effect from such Holder (in substantially the form of Exhibit
                  B-5 hereto); or

                                    (B) if such Certificated Note is being
                  transferred to a QIB in accordance with Rule 144A, pursuant to
                  Rule 144 under the Securities Act or pursuant to an exemption
                  from registration in accordance with Rule 904 under the
                  Securities Act or pursuant to an effective registration
                  statement under the Securities Act, a certification to that
                  effect from such Holder (in substantially the form of Exhibit
                  B-5 hereto).

                  (f) AUTHENTICATION OF CERTIFICATED NOTES IN ABSENCE OF
DEPOSITORY. If at any time:

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

                                      24

<PAGE>

                           (ii) the Company delivers to the Trustee an Officers'
         Certificate or an order signed by two Officers of the Company notifying
         the Trustee that it elects to cause the issuance of Certificated Notes
         under this Indenture,

then the Company shall execute, and the Trustee shall, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, authenticate and
deliver, Certificated Notes in an aggregate principal amount equal to the
principal amount of the Global Notes in exchange for such Global Notes.

                  (g) LEGENDS.

                           (i) Except as permitted by the following paragraphs
         (ii), (iii) and (iv), each Note certificate evidencing Global Notes and
         Certificated Notes (and all Notes issued in exchange therefor or
         substitution thereof) shall bear a legend in substantially the
         following form (each a "Transfer Restricted Security"):

                  "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
                  ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
                  UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933
                  (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY
                  NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
                  OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
                  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
                  NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
                  PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
                  EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT
                  (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE
                  TRANSFERRED, ONLY (1) (A) INSIDE THE UNITED STATES TO A PERSON
                  WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
                  SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144A, OR IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES
                  ACT, OR PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
                  OF COUNSEL IF THE COMPANY SO REQUESTS), (B) TO THE COMPANY,
                  (C) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
                  SECURITIES ACT OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN
                  ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
                  THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
                  THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
                  NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE
                  RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

                                      25

<PAGE>

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

                                    (A) in the case of any Transfer Restricted
                  Security that is a Certificated Note, the Registrar shall
                  permit the Holder thereof to exchange such Transfer Restricted
                  Security for a Certificated Note that does not bear the legend
                  set forth in (i) above and rescind any restriction on the
                  transfer of such Transfer Restricted Security upon receipt of
                  a certification from the transferring Holder substantially in
                  the form of Exhibit B-4 hereto; and

                                    (B) in the case of any Transfer Restricted
                  Security represented by a Global Note, such Transfer
                  Restricted Security shall not be required to bear the legend
                  set forth in (i) above, but shall continue to be subject to
                  the provisions of Section 2.06(a) and (b) hereof; PROVIDED,
                  HOWEVER, that with respect to any request for an exchange of a
                  Transfer Restricted Security that is represented by a Global
                  Note for a Certificated Note that does not bear the legend set
                  forth in (i) above, which request is made in reliance upon
                  Rule 144, the Holder thereof shall certify in writing to the
                  Registrar that such request is being made pursuant to Rule 144
                  (such certification to be substantially in the form of Exhibit
                  B-4 hereto).

                           (iii) Upon any sale or transfer of a Transfer
         Restricted Security (including any Transfer Restricted Security
         represented by a Global Note) in reliance on any exemption from the
         registration requirements of the Securities Act (other than exemptions
         pursuant to Rule 144A or Rule 144 under the Securities Act) in which
         the Holder or the transferee provides an Opinion of Counsel to the
         Company and the Registrar in form and substance reasonably acceptable
         to the Company and the Registrar (which Opinion of Counsel shall also
         state that the transfer restrictions contained in the legend are no
         longer applicable):

                                    (A) in the case of any Transfer Restricted
                  Security that is a Certificated Note, the Registrar shall
                  permit the Holder thereof to exchange such Transfer Restricted
                  Security for a Certificated Note that does not bear the legend
                  set forth in (i) above and rescind any restriction on the
                  transfer of such Transfer Restricted Security; and

                                    (B) in the case of any Transfer Restricted
                  Security represented by a Global Note, such Transfer
                  Restricted Security shall not be required to bear the legend
                  set forth in (i) above, but shall continue to be subject to
                  the provisions of Section 2.06(a) and (b) hereof.

                           (iv) Notwithstanding the foregoing, upon consummation
         of the Exchange Offer in accordance with the Registration Rights
         Agreement, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee shall authenticate Series B Notes in exchange for Series A
         Notes

                                      26

<PAGE>

         accepted for exchange in the Exchange Offer, which Series B Notes
         shall not bear the legend set forth in (i) above, and the Registrar
         shall rescind any restriction on the transfer of such Series B Notes,
         in each case unless the Holder of such Series A Notes is either (A) a
         broker-dealer who purchased such Transfer Restricted Security directly
         from the Company to resell pursuant to Rule 144A or any other available
         exemption under the Securities Act, (B) a person participating in the
         distribution (within the meaning of the Securities Act) of the Series A
         Notes or (C) a person who is an affiliate (as defined in Rule 144 of
         the Securities Act) of the Company.

                  (h) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall
be returned to or retained and cancelled 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 an interest in another Global Note or
for Certificated Notes, redeemed, repurchased or cancelled, the principal amount
of Notes represented by such Global Note shall be reduced accordingly and an
endorsement shall be made on such Global Note, by the Trustee or the Note
Custodian, at the direction of the Trustee, to reflect such reduction.

                  (i) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

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

                           (ii) No service charge shall be made to a Holder for
         any registration of transfer or exchange, but the Company may require
         payment of a sum sufficient to cover any transfer tax or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 3.06, 4.12 and 9.05 hereof).

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

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

                           (v) The Company shall not be required:

                                    (A) to issue, to register the transfer of or
                  to exchange Notes during a period beginning at the opening of
                  business 15 days before the day of any

                                      27

<PAGE>

                  selection of Notes for redemption under Section 3.02 hereof
                  and ending at the close of business on the day of selection;
                  or

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

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

                           (vi) Prior to due presentment for the registration of
         a transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest and Liquidated Damages, if any, on such
         Notes, and for all other purposes whatsoever, and neither the Trustee,
         any Agent nor the Company shall be affected by notice to the contrary.

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

                  The Registrar may rely on information set forth in a
certificate substantially in the form of Exhibit B-1, B-2, B-3, B-4 or B-5
hereto, and other certificates and opinions received pursuant to this Section
2.06 and, in the absence of receipt of such a certificate or opinion, shall not
be deemed to have knowledge of a transfer of an interest in a Global Security
absent actual knowledge of such transfer.

         Section 2.07. REPLACEMENT NOTES.
                       -----------------

                  If the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be provided which
is sufficient in the judgment of both to protect the Company, the Trustee, any
Agent or any authenticating agent from any loss which any of them may suffer if
a Note is replaced. The Company may charge for its expenses in replacing a Note.

                  Every replacement Note is an additional obligation of the
Company and shall be entitled to the benefits of this Indenture.

         Section 2.08. OUTSTANDING NOTES.
                       -----------------

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation and those described in this Section as not outstanding.

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

                                      28

<PAGE>

                  If Notes are considered paid under Section 4.01, they cease to
be outstanding and interest on them ceases to accrue.

                  Subject to Section 2.09, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.

         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 other obligor or an Affiliate of the Company or any other
obligor shall be considered as though they are not outstanding, except that for
the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes which the Trustee knows are so
owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to
be acquired by the Company or an Affiliate of the Company pursuant to an
exchange offer, tender offer or other agreement shall not be deemed to be owned
by the Company or an Affiliate of the Company until legal title to such Notes
passes to the Company or Affiliate, as the case may be.

         Section 2.10. TEMPORARY NOTES.
                       ---------------

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes without charge to the Noteholders.

         Section 2.11. CANCELLATION.
                       ------------

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of cancelled
Notes as the Company directs. The Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation. All cancelled Notes held by the Trustee shall be destroyed and
certification of their destruction delivered to the Company, unless by a written
order, signed by two Officers of the Company, the Company shall direct that
cancelled Notes be returned to it.

         Section 2.12. DEFAULTED INTEREST.
                       ------------------

                  If the Company fails to make a payment of interest on the
Notes, it shall pay such defaulted interest plus any interest payable on the
defaulted interest, if any, in any lawful manner. It may pay such defaulted
interest, plus any such interest payable on it, to the persons who are
Noteholders on a subsequent special record date. The Company shall fix any such
record date and payment date. At least 15 days before any such record date, the
Company shall mail to Noteholders a notice that states the record date, payment
date and amount of such interest to be paid.

                                      29

<PAGE>

         Section 2.13. CUSIP NUMBER.
                       ------------

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

         Section 2.14. EXCHANGE REGISTRATION.
                       ---------------------

                  In the event that the Company delivers to the Trustee a copy
of an order of effectiveness or a certification of the Company with respect to
such effectiveness with respect to the Exchange Offer, the Trustee shall, at the
Company's expense, notify the Holders of the receipt of such order of
effectiveness or certification and upon the request of any Holder shall exchange
such Holder's Series A Notes for Series B Notes upon the terms set forth in the
Exchange Offer.

                                   ARTICLE 3.
                                   REDEMPTION

         Section 3.01. NOTICES TO TRUSTEE.
                       ------------------

                  If the Company elects to redeem the Notes pursuant to the
optional redemption provisions of paragraph 5 of the Notes, it shall notify the
Trustee in writing of the redemption date and the principal amount of the Notes
to be redeemed.

                  The Company shall give each notice provided for in this
Section at least 60 days before the redemption date (unless a shorter notice
period shall be satisfactory to the Trustee, but in no event less than 30 days);
PROVIDED, HOWEVER, that the Trustee shall have no liability to any Holder if it
deems such shorter notice period satisfactory to it.

         Section 3.02. SELECTION OF NOTES TO BE REDEEMED.
                       ---------------------------------

                  Except as provided below, if less than all of the Notes are to
be redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed on a pro rata basis or by lot among the Holders of the Notes in
accordance with a method the Trustee considers fair and appropriate (in such
manner as complies with applicable legal and stock exchange requirements, if
any).

                  The amount of Notes shall be calculated as the aggregate
principal amount of Notes originally issued hereunder less the aggregate
principal amount of any Notes previously redeemed. The Trustee shall make the
selection not more than 60 days and not less than 30 days before the redemption
date from outstanding Notes not previously called for redemption.

                  The Trustee shall promptly notify the Company of the Notes or
portions of Notes to be called for redemption. The Trustee may select for
redemption portions of the principal of

                                      30

<PAGE>

Notes that have denominations larger than $1,000. Notes and portions of them
it selects shall be in amounts of $1,000 or integral multiples of $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

         Section 3.03. NOTICE OF REDEMPTION.
                       --------------------

                  At least 30 days but not more than 60 days before a redemption
date, the Company shall mail by first class mail, postage prepaid a notice of
redemption to each Holder whose Notes are to be redeemed at its address of
record.

                  The notice shall identify the Notes to be redeemed and shall
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 will be
         issued;

                           (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 plus
         accrued interest;

                           (6) that, unless the Company defaults in making the
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date, and that if a Note is redeemed
         on or after an interest record date but on or prior to the related
         interest payment date, then any accrued and unpaid interest shall be
         paid to the person in whose name such Note was registered at the close
         of business on such record date; and

                           (7) the paragraph of the Notes pursuant to which the
         Notes called for redemption are being redeemed.

                  At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.

         Section 3.04. EFFECT OF NOTICE OF REDEMPTION.
                       ------------------------------

                  Once notice of redemption is mailed, Notes called for
redemption become due and payable on the redemption date at the price set forth
in the Note. Unless the Company defaults in making the redemption payment, on
and after the redemption date, interest ceases to accrue on the Notes or the
portions of Notes called for redemption. If a Note is redeemed on or after an
interest record date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the person in whose name such
Note was registered at the close of

                                      31

<PAGE>

business on such record date. If any Note called for redemption shall not be
so paid upon surrender thereof for redemption, the principal (and premium, if
any) shall, until paid, bear interest from the redemption date at the rate
borne by the Note.

         Section 3.05. DEPOSIT OF REDEMPTION PRICE.
                       ---------------------------

                  No later than 10:00 a.m. Eastern Time on the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent immediately
available funds sufficient to pay the redemption price of and accrued interest
and Liquidated Damages, if any, on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money not
required for that purpose.

         Section 3.06. NOTES REDEEMED IN PART.
                       ----------------------

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

         Section 3.07. MANDATORY DISPOSITION PURSUANT TO GAMING LAWS.
                       ---------------------------------------------

                  Notwithstanding any other provision of this Article 3, if a
record or beneficial owner of a Note is required by any Gaming Authority to be
found suitable, such owner shall apply for a finding of suitability within 30
days after request of such Gaming Authority. The applicant for a finding of
suitability must pay all costs of the investigation for such finding of
suitability. If a record or beneficial owner is required to be found suitable
and is not found suitable by such Gaming Authority, (i) such owner shall, upon
request of the Company, dispose of such owner's Notes within 30 days or within
that time prescribed by such Gaming Authority, whichever is earlier, or (ii) the
Company may, at its option, redeem such owner's Notes at the lesser of (x) the
principal amount thereof or (y) the price at which the Notes were acquired by
such owner, together with, in either case, accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of the finding of unsuitability
by such Gaming Authority.

                                   ARTICLE 4.
                                   COVENANTS

         Section 4.01. PAYMENT OF NOTES.
                       ----------------

                  The Company shall pay the principal of and interest on the
Notes on the dates and in the manner provided in the Notes. Principal and
interest shall be considered paid on the date due if the Paying Agent (other
than the Company or any Subsidiary or Affiliate of the Company) holds by 11:30
a.m. New York time on that date money in immediately available funds designated
for and sufficient to pay all principal and interest then due. The Company shall
pay all Liquidated Damages, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

                  To the extent lawful, the Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
(i) overdue principal at the rate borne

                                      32

<PAGE>

by the Notes compounded semiannually; and (ii) overdue installments of
interest and Liquidated Damages (without regard to any applicable grace
period) at the same rate, compounded semiannually.

         Section 4.02. SEC REPORTS, FINANCIAL REPORTS.
                       ------------------------------

                  The Company shall file with the Trustee and shall provide
Holders within 15 days after it files them with the SEC copies of the quarterly
and annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company files with the SEC pursuant to Sections
13(a) and 13(c) or 15(d) of the Exchange Act. The Company will continue to file
with the SEC and the Trustee, and to provide to Holders, on the same timely
basis such reports, information and other documents as the Company would be
required to file with the SEC as if the Company were subject to the requirements
of such Sections 13(a) and 13(c) or 15(d) of the Exchange Act, notwithstanding
that the Company may no longer be subject to Section 13(a) and 13(c) or 15(d) of
the Exchange Act and that the Company would be entitled not to file such
reports, information and other documents with the SEC. In addition, if the
Company has any Unrestricted Subsidiaries at such time, it shall also file with
the Trustee, and provide to the Holders, on the same timely basis, all quarterly
and annual financial statements (which statements may be unaudited) that would
be required by Forms 10-Q and 10-K if the Company did not have such Unrestricted
Subsidiaries.

                  The Company also shall comply with the provisions of TIA ss.
314(a). The Company shall timely comply with its reporting and filing
obligations under applicable federal securities law. For so long as any Transfer
Restricted Securities remain outstanding, the Company shall furnish to the
Holders and to prospective purchasers of the Notes designated by the Holders of
Transfer Restricted Securities, upon their request, the information required to
be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

         Section 4.03. COMPLIANCE CERTIFICATE.
                       ----------------------

                  (a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company (which currently is December
31), 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 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 hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge) and that to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes are prohibited, or if such event has occurred,
a description of the event.

                                      33

<PAGE>

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants or
to a written policy adopted by the Company's independent public accountants
which has been previously applied (a copy of which shall be delivered to the
Trustee), the audited financial statements delivered pursuant to Section 4.02
shall be accompanied by a written statement of the Company's independent
public accountants (which shall be a firm of established national reputation)
that in making the examination necessary for certification of such financial
statements nothing has come to their attention which would lead them to
believe that the Company has violated any provisions of Article 4 or 5 of
this Indenture or, if any such violation has occurred, specifying the nature
and period of existence thereof, it being understood that such accountants
shall not be liable directly or indirectly to any person for any failure to
obtain knowledge of any such violation.

                  (c) The Company will, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon becoming aware of (i) any
Default or Event of Default in the performance of any covenant, agreement or
condition contained in this Indenture or (ii) any event of default under any
other mortgage, indenture or instrument governing other Indebtedness of the
Company aggregating in excess of $5,000,000, an Officers' Certificate
specifying such Default, Event of Default or default.

         Section 4.04.     STAY, EXTENSION AND USURY LAWS.
                           ------------------------------

                  The Company 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, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
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 4.05.     RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS.
                           ----------------------------------------------

                  Unless the Notes are rated the Required Rating (during
which such time this Section 4.05 will not be in effect), the Company shall
not, and shall not permit any Restricted Subsidiary to, directly or
indirectly:

                           (i) declare or pay any dividend on, or make any
         distribution in respect of, or purchase, redeem or retire for value,
         any Capital Stock of the Company or of any Restricted Subsidiary, other
         than, in the case of the Company, through the issuance (as a dividend
         or stock split thereon or in exchange therefor) solely of the Company's
         own Capital Stock (excluding Exchangeable Stock or Redeemable Stock)
         and, in the case of a Restricted Subsidiary, with respect to shares of
         its Capital Stock that are owned solely by the Company or a
         wholly-owned Restricted Subsidiary;

                           (ii) make any principal payment on, or redeem,
         repurchase, defease or otherwise acquire or retire for value, prior to
         scheduled principal payment or maturity,

                                       34

<PAGE>

         Subordinated Indebtedness, other than the existing 10 1/8% Senior
         Subordinated Notes of the Company due 2006 in aggregate principal
         amount of $198,000,000 and the existing 9 3/4% Senior Subordinated
         Notes of the Company due 2007 in aggregate principal amount of
         $150,000,000; or

                           (iii) incur, create, assume or suffer to exist any
         guarantee of Indebtedness of, or make any loan or advancement to, or
         other investment in, any Affiliate or Related Person of the Company or
         a Restricted Subsidiary, other than the Company or a Restricted
         Subsidiary;

(such payments or any other actions described in clauses (i) and (ii), a
"Restricted Payment," and in clause (iii), a "Restricted Investment"), unless:

                                    (A) at the time of and after giving effect
                  to the proposed Restricted Payment or Restricted Investment,
                  no Event of Default (and no event that, after notice or lapse
                  of time, or both, would become an Event of Default) shall have
                  occurred and be continuing; and

                                    (B) at the time of and after giving effect
                  to the proposed Restricted Payment or Restricted Investment
                  (the value of which, if in a form other than cash, shall be
                  determined in good faith by the Board of Directors, whose
                  determination shall be conclusive and evidenced by a board
                  resolution), the aggregate amount of all Restricted Payments
                  and Restricted Investments declared or made after June 2,
                  1993, shall not exceed the sum of, without duplication,

                           (1) 50% of the cumulative Consolidated Net Income of
         the Company (or if such cumulative Consolidated Net Income shall be a
         loss, 100% of such loss) accrued after June 2, 1993;

                           (2) an amount equal to the Net Proceeds received by
         the Company from the issuance and sale (other than to a Subsidiary)
         after June 2, 1993 of Capital Stock (excluding Exchangeable Stock,
         Redeemable Stock and Capital Stock issued in exchange for previously
         outstanding shares of Capital Stock if such exchange did not constitute
         a Restricted Payment);

                           (3) $15,000,000; and

                           (4) an amount equal to 50% of any dividends received
         by and 100% of any Restricted Investments which are returned or repaid
         to (in each case, to the extent not included in Consolidated Net Income
         of the Company) the Company or a wholly-owned Restricted Subsidiary
         after the date of the Indenture from an Unrestricted Subsidiary of the
         Company;

PROVIDED, HOWEVER, that Net Proceeds received from the sale of the stock of
PSHC, BSI, TSI, SSI, SGSI, or SWSI, or any successor or assignee thereof, by the
Company shall not be included in clause (2) above.

                                       35

<PAGE>

                  For purposes of any calculation pursuant to the preceding
sentence which is required to be made within 60 days after the declaration of
a dividend by the Company or any Subsidiary, such dividend shall be deemed to
be paid at the date of declaration, and the subsequent payment of such
dividend during such 60-day period shall not be treated as an additional
Restricted Payment.

                  Notwithstanding the foregoing, the provisions of this
Section 4.05 will not prevent the following Restricted Payments or Restricted
Investments: (a) payment of any dividend within 60 days after the date of its
declaration if at the date of declaration such payment would be permitted by
this Section; (b) Restricted Investments, which together with all other
Restricted Investments since June 2, 1993, do not exceed $20,000,000 in the
aggregate, provided that after giving effect to each such Restricted
Investment (as if it had occurred on the first day of such period) the pro
forma Consolidated Coverage Ratio of the Company, calculated cumulatively for
the four most recent consecutive fiscal quarters of the Company and ending
prior to the date of the latest Restricted Investment, shall be greater than
2.00 to 1.00; (c) the redemption or repurchase of any Capital Stock or
Indebtedness of the Company or any of its Restricted Subsidiaries solely to
the extent required by any Gaming Authority or, if determined in the good
faith judgment of the Board of Directors of the Company, to prevent the loss
or to secure the grant or establishment of any gaming license or other right
to conduct lawful gaming operations; and (d) so long as no Default or Event
of Default has occurred and is continuing, the incurrence, creation,
assumption or suffering to exist of any Qualified Guarantee, provided that,
with respect to this clause (d), the amounts available to make Restricted
Payments or Restricted Investments pursuant to clause (B) above shall be
reduced only by the amount that becomes due on the Indebtedness that is
guaranteed in accordance with the terms of such Indebtedness and that is paid
by the Company or any of its Restricted Subsidiaries, and, if and for so long
as an event of default occurs and is continuing with respect to such
Indebtedness, by the aggregate principal amount of such Indebtedness then
outstanding to the extent that it is guaranteed pursuant to such Qualified
Guarantee.

                  The Board of Directors may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if such designation would not
cause a Default; PROVIDED that in no event shall the business currently
operated by PSHC, BSI, SGSI, or SWSI, be transferred to or held by an
Unrestricted Subsidiary. For purposes of making such determination, all
outstanding investments by the Company and its Restricted Subsidiaries
(except to the extent repaid in cash) 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 this Section 4.05.
All such outstanding investments will be deemed to constitute investments in
an amount equal to the fair market value of such investments at the date of
such designation. 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.

                  Prior to making any Restricted Payment or Restricted
Investment, the Company will deliver to the Trustee an Officers' Certificate
(dated the date of such proposed payment or investment) stating (i) that such
proposed payment or investment will be in compliance with this Section 4.05
and (ii) no Default or Event of Default under this Indenture has occurred or
will occur as a result of such proposed payment or investment.

                                       36

<PAGE>

         Section 4.06.     LIMITATION ON INDEBTEDNESS.
                           --------------------------

                  Unless the Notes are rated the Required Rating (during
which such time this Section 4.06 will not be in effect), the Company will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee, or otherwise in any manner become
liable, directly or indirectly, with respect to any Indebtedness, except,
without duplication, for (i) the incurrence by the Company's Unrestricted
Subsidiaries of Qualified Non-Recourse Debt, PROVIDED, HOWEVER, that if any
such Indebtedness ceases to be Qualified Non-Recourse Debt of an Unrestricted
Subsidiary, such event shall be deemed to constitute an incurrence of
Indebtedness by a Restricted Subsidiary of the Company; (ii) FF&E Financing
incurred by the Company or its Restricted Subsidiaries, (iii) the Notes, (iv)
the Existing Senior Subordinated Notes, (v) provided no Event of Default
shall have occurred and be continuing, other Indebtedness of the Company and
its Restricted Subsidiaries in an amount not to exceed $15,000,000 in
aggregate principal amount, (vi) additional Indebtedness of the Company and
its Restricted Subsidiaries, if at the time of the incurrence of such
Indebtedness, the pro forma Consolidated Coverage Ratio of the Company,
calculated cumulatively for the four most recent consecutive fiscal quarters
of the Company and ending prior to the date of incurrence (the "Reference
Period"), is not less than 2.00 to 1.00, after giving effect to (A) the
incurrence of such Indebtedness as if such Indebtedness was incurred at the
beginning of the Reference Period and (if applicable) the application of the
net proceeds thereof to refinance other Indebtedness as if the application of
such proceeds occurred at the beginning of the Reference Period and, (B) the
acquisition or disposition of any company or business acquired or disposed of
by the Company or any Restricted Subsidiary since the first day of the
Reference Period, including any acquisition or disposition which will be
consummated contemporaneously with the incurrence of such Indebtedness, as if
such acquisition or disposition occurred at the beginning of the Reference
Period, (vii) Permitted Refinancing Indebtedness, (viii) Indebtedness
incurred under the Bank Facility not to exceed the greater of (A) $200
million or (B) 1.5 times Operating Cash Flow calculated cumulatively for the
four most recent consecutive fiscal quarters of the Company immediately
preceding the date on which such Indebtedness is incurred, provided that the
exception in this clause (viii) shall not be applicable to any Indebtedness
incurred in refinancing the Bank Facility if the managing agent for the
lenders of such refinancing Indebtedness is a person other than a banking
institution with over $500 million in assets and subject to supervision and
examination by federal or state banking authorities, (ix) Interest Rate
Protection Agreements of the Company or any Restricted Subsidiary covering
solely Indebtedness of the Company or any Restricted Subsidiary which is
otherwise permitted to be incurred pursuant to this paragraph, (x)
Indebtedness to the Company or a wholly-owned Restricted Subsidiary or (xi)
to the extent that such incurrence does not result in the incurrence by the
Company or any Restricted Subsidiary of any obligation for the payment of
borrowed money of others, Indebtedness incurred solely as a result of the
execution by the Company or its Restricted Subsidiaries of a Completion
Guarantee and Keep-Well Agreement.

                  For purposes of determining compliance with this covenant,
in the event that an item of Indebtedness meets the criteria of more than one
of the categories of Indebtedness described in clauses (i) through (xi) of
the first paragraph of this covenant, the Company will, in its sole
discretion, classify such item of Indebtedness in any manner that complies
with this covenant and such item of Indebtedness will be treated as having
been incurred pursuant to only

                                       37

<PAGE>

one of such clauses. The Company may reclassify such Indebtedness from time
to time in its sole discretion.

                  The Company will not incur any Indebtedness that is
contractually subordinated in right of payment to any other Indebtedness of
the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Notes on substantially identical terms; provided,
however, that no Indebtedness of the Company will be deemed to be
contractually subordinated in right of payment to any other Indebtedness of
the Company solely by virtue of being unsecured.

         Section 4.07.     LIMITATION ON CAPITAL STOCK OF RESTRICTED
                           SUBSIDIARIES.
                           -----------------------------------------

                  The Company will not permit any Restricted Subsidiary to issue
any Capital Stock to any person (other than to the Company or any wholly-owned
Restricted Subsidiary) that shall entitle the holder of such Capital Stock to a
preference in right of payment in the event of liquidation, dissolution or
winding-up of such Restricted Subsidiary or with respect to dividends of such
Restricted Subsidiary.

         Section 4.08.     CORPORATE EXISTENCE.
                           -------------------

                  Subject to Article 5 hereof, the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership or other existence of
each Subsidiary, if any, in accordance with the respective organizational
documents of each Subsidiary and the rights (charter and statutory), licenses
and franchises of the Company and its Subsidiaries; PROVIDED, HOWEVER, that
the Company shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any
Subsidiary, if the Board of Directors of the Company shall determine in good
faith, which determination shall be evidenced by a board resolution, that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole and that the loss thereof
is not adverse in any material respect to the Holders.

         Section 4.09.     TAXES.
                           -----

                  The Company shall, and shall cause each of its subsidiaries
to, pay prior to delinquency all taxes, assessments and governmental levies,
except as contested in good faith and by appropriate proceedings or where the
failure to pay would not have a material adverse effect on the Company and
its Subsidiaries taken as a whole.

         Section 4.10.     INVESTMENT COMPANY ACT.
                           ----------------------

                  The Company shall not become an investment company subject to
registration under the Investment Company Act of 1940, as amended.

         Section 4.11.     LIMITATION ON TRANSACTIONS WITH AFFILIATES.
                           ------------------------------------------

                  Unless the Notes are rated the Required Rating (during which
such time this Section 4.11 will not be in effect), the Company will not, and
will not permit any Restricted

                                       38
<PAGE>

Subsidiary to, directly or indirectly, conduct any business or enter into any
transaction or series of related transactions (including the purchase, sale,
lease or exchange of any property or the rendering of any service), pursuant
to which the Company or any Restricted Subsidiary shall receive or render
value exceeding $1,000,000, with any Affiliate or Related Person of the
Company or of the Existing Equity Holders (other than the Company or a
wholly-owned Restricted Subsidiary of the Company), unless (i) the terms of
such business, transaction or series of related transactions are (A) set
forth in writing and (B) fair and reasonable to the Company or such
Restricted Subsidiary, and no less favorable to the Company or such
Restricted Subsidiary, as the case may be, as terms that would be obtainable
at the time for a comparable transaction or series of related transactions
with an unrelated third person and (ii) the disinterested directors of the
Board of Directors of the Company have, by resolution, determined in good
faith that such business or transaction or series of related transactions
meets the criteria set forth in (i) (B) above, which determination shall be
conclusive and (iii) with respect to any transaction or series of related
transactions otherwise permitted under this paragraph pursuant to which the
Company or any Restricted Subsidiary shall receive or render value exceeding
$15,000,000, such transaction or series of related transactions shall not be
permitted unless, prior to consummation thereof, the Company shall have
received an opinion, from an independent nationally recognized firm
experienced in the appraisal or similar review of similar types of
transactions, that such transaction or series of related transactions is on
terms which are fair, from a financial point of view, to the Company or such
Restricted Subsidiary. Notwithstanding the foregoing, the Company or any of
its Restricted Subsidiaries shall be entitled to provide management services
to an Unrestricted Subsidiary whose sole purpose is to develop, construct and
operate a new gaming facility, provided that the Company or such Restricted
Subsidiary, as the case may be, is reimbursed by the Unrestricted Subsidiary
for all costs and expenses (including without limitation payroll) it incurs
in providing such services.

         Section 4.12.     CHANGE OF CONTROL AND RATING DECLINE.
                           ------------------------------------

                  Upon the occurrence of a Change of Control Triggering
Event, each Holder shall have the right to require that the Company
repurchase all or any part of such Holder's Notes at a repurchase price in
cash (the "Repurchase Price") equal to 101% of the principal amount thereof,
plus Liquidated Damages, if any, and accrued interest to the date of
repurchase.

                  Within 30 days following the date of a Change of Control
Triggering Event, the Company shall mail a notice to each Holder at its last
registered address, with a copy to the Trustee, of the Company's offer to
repurchase (the "Repurchase Offer") Notes pursuant to this Section 4.12. The
Repurchase Offer shall remain open from the time of mailing of such notice
until the repurchase date (which shall be no earlier than 30 days nor later
than 60 days from the date of such mailing) (the date on which the Repurchase
Offer closes being the "Repurchase Date"). The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Repurchase Offer. The notice, which shall govern the terms of
the Repurchase Offer, shall state:

                           (i) that a Change of Control Triggering Event has
         occurred and that such Holder has the right to require the Company to
         repurchase all or any part of such Holder's Notes at a repurchase price
         in cash equal to 101% of the principal amount, plus

                                       39

<PAGE>

         accrued and unpaid interest and Liquidated Damages thereon, if any,
         to the date of repurchase thereof;

                           (ii) the circumstances and relevant facts regarding
         such Change of Control Triggering Event (including information with
         respect to pro forma historical income, cash flow and capitalization
         after giving effect to such Change of Control Triggering Event);

                           (iii)    the Repurchase Date;

                           (iv)     that any Note not tendered will continue
         to accrue interest;

                           (v) that, unless the Company defaults in paying the
         Repurchase Price, any Note accepted for payment pursuant to the
         Repurchase Offer shall cease to accrue interest from and after the
         Repurchase Date;

                           (vi) that Holders electing to have a Note purchased
         pursuant to the Repurchase Offer will be required to surrender the
         Note, with the form entitled "Option of Holder to Elect Repurchase" on
         the reverse of the Note duly completed, to the Company at the address
         specified in the notice at least three Business Days prior to the
         Repurchase Date;

                           (vii) that Holders will be entitled to withdraw their
         election if the Paying Agent receives, not later than three Business
         Days prior to the Repurchase Date, a telegram, telex, facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of Notes the Holder delivered for repurchase and a
         statement that such Holder is withdrawing such Holder's election to
         have such Notes repurchased; and

                           (viii) that Holders whose Notes are purchased only in
         part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered.

                  If any consent under the Bank Facility is necessary to permit
the Company to effect the Repurchase Offer, the Company will (i) repay in full
or offer to repay in full all Indebtedness under the Bank Facility or (ii)
obtain the requisite consent under the Bank Facility; PROVIDED, HOWEVER, that
the failure to repay such Indebtedness or obtain such consent will not in any
event excuse any failure by the Company to perform its obligations under this
Section 4.12.

                  On the Repurchase Date, the Company shall, to the extent
lawful, (i) accept for payment Notes or portions thereof tendered pursuant to
the Repurchase Offer and (ii) deliver to the Trustee Notes so tendered together
with an Officers' Certificate stating the Notes or portions thereof accepted for
payment by the Company. The Paying Agent shall promptly mail or deliver to
Holders of Notes so accepted payment in an amount equal to the Repurchase Price.
The Trustee shall promptly authenticate and mail or deliver to each Holder who
tendered a Note a new Note or Notes equal in principal amount to any untendered
portion of the Note surrendered. The Paying Agent shall invest funds deposited
with it pursuant to this Section 4.12 for the benefit of, and at the written
direction of, the Company to the Repurchase Date.

                                       40

<PAGE>

         Section 4.13.    LIMITATION ON DIVIDENDS AND OTHER PAYMENT
                          RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.
                          ----------------------------------------------

                  Unless the Notes are rated the Required Rating (during
which such time this Section 4.13 will not be in effect), the Company will
not, and will not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Restricted Subsidiary
to: (i) pay dividends or make any other distribution on its Capital Stock or
any other interest or participation in, or measured by, its profits, or pay
any interest or principal due on Indebtedness owed to the Company or any of
its Restricted Subsidiaries; (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries; or (iii) transfer any of its properties
or assets to the Company or any of its Restricted Subsidiaries, other than
(a) any such encumbrance or restriction imposed by any Gaming Authority, (b)
any encumbrance or restriction existing on February 13, 2001 contained in the
Bank Facility relating to Indebtedness that does not exceed the greater of
(1) $200 million or (2) 1.5 times Operating Cash Flow calculated cumulatively
for the four most recent consecutive fiscal quarters of the Company
immediately preceding the date on which such Indebtedness is incurred, (c)
any encumbrance or restriction with respect to a Restricted Subsidiary
pursuant to an agreement relating to any Indebtedness (other than
Indebtedness incurred in anticipation of, as consideration in, or to provide
all or any portion of the funds utilized to consummate, the transaction or
series of related transactions pursuant to which such Restricted Subsidiary
became a Subsidiary of the Company) incurred by such Restricted Subsidiary on
or prior to the date on which such Restricted Subsidiary became a Restricted
Subsidiary of the Company and outstanding on such date; (d) any pledge by the
Company or a Restricted Subsidiary of the stock of an Unrestricted Subsidiary
if such pledge is made in connection with the incurrence of Qualified
Non-Recourse Debt by such Unrestricted Subsidiary; and (e) any encumbrance or
restriction pursuant to an agreement relating to Indebtedness issued to repay
or amend Indebtedness referred to in clause (b), (c) or (e) of this
paragraph, PROVIDED, HOWEVER, that any such encumbrance or restriction is no
less favorable to the Noteholders than encumbrances and restrictions
contained in agreements relating to the Indebtedness so repaid or amended,
and PROVIDED FURTHER, that in the event that Indebtedness is issued to repay
or amend the Bank Facility, the aggregate principal amount of such
Indebtedness shall not exceed the greater of (A) $200 million or (B) 1.5
times Operating Cash Flow calculated cumulatively for the four most recent
consecutive fiscal quarters of the Company immediately preceding the date on
which such Indebtedness is issued.

         Section 4.14.     LIMITATION ON LIENS.
                           -------------------

                  The Company will not issue, assume or guarantee any
Indebtedness secured by a Lien upon any of its property without (x) equally
and ratably securing the Notes with (or prior to) the Indebtedness secured by
the Lien, for so long as the Indebtedness shall be so secured or (y) in the
event that such Indebtedness is Subordinated Indebtedness, securing the Notes
prior to such Subordinated Indebtedness as to such property, for so long as
such Subordinated Indebtedness shall be so secured. This limitation on Liens
will not apply to:

                           (i)      Liens existing on the date of issuance
         of the Notes;

                                       41

<PAGE>

                           (ii)     Liens  affecting  property of a  corporation
         or other entity  existing at the time of acquisition through a merger,
         consolidation or otherwise by the Company;

                           (iii) Liens on property existing at the time of
         acquisition or incurred to secure payment of all or a part of the
         purchase price or to secure Indebtedness incurred prior to, at the time
         of, or within 24 months after the acquisition, for the purpose of
         financing all or part of the purchase price;

                           (iv) Liens on any property to secure all or part of
         the cost of improvements or construction thereon or Indebtedness
         incurred to provide funds for that purpose in a principal amount not
         exceeding the cost of these improvements or construction;

                           (v)      Liens to secure Indebtedness of the
         Company, the proceeds of which are used substantially simultaneously
         with the incurrence of such Indebtedness to retire Funded Indebtedness;

                           (vi)     purchase money security Liens on personal
         property;

                           (vii) Liens securing Indebtedness of the Company, the
         proceeds of which are used within 24 months of the incurrence of such
         Indebtedness for the Project Cost of the construction and development
         or improvement of a Resort Property;

                           (viii) Liens on the stock, partnership or other
         equity interest of the Company in any Joint Venture to secure
         Indebtedness, PROVIDED, the amount of such Indebtedness is contributed
         and/or advanced solely to such Joint Venture;

                           (ix) Liens securing Indebtedness, liabilities or
         other obligations incurred under the Bank Facility or any other debt or
         credit facilities with banks or other institutional lenders providing
         for revolving credit facilities, term loans or letters of credit;

                           (x) Liens in favor of any government or governmental
         body, including the United States or any state thereof, or any
         department, agency, instrumentality, or political subdivision of any
         such jurisdiction, including, without limitation, Liens to secure
         Indebtedness of the pollution control or industrial revenue bond type;

                           (xi) Liens required by any contract or statute in
         order to permit the Company to perform any contract or subcontract made
         by it with or at the request of a governmental entity, the United
         States of America, any state or any department, agency or
         instrumentality or political subdivision of either;

                           (xii) mechanic's, materialman's, carrier's or other
         like Liens, arising in the ordinary course of business;

                           (xiii) Liens for taxes or assessments and similar
         charges either (x) not delinquent or (y) contested in good faith by
         appropriate proceedings and as to which the

                                       42

<PAGE>

         Company or a Subsidiary of the Company shall have set aside on its
         books adequate reserves;

                           (xiv) zoning restrictions, easements, licenses,
         covenants, reservations, restrictions on the use of real property and
         minor irregularities of title incident thereto which do not in the
         aggregate materially detract from the value of the property or assets
         of the Company and its Restricted Subsidiaries taken as a whole or
         impair the use of such property in the operation of the Company's
         business; and

                           (xv) any extension, renewal, replacement or
         refinancing of any Lien referred to in the foregoing clauses (i)
         through (ix) inclusive or of any Indebtedness secured thereby;
         PROVIDED, that the principal amount of Indebtedness secured thereby
         shall not exceed the principal amount of Indebtedness so secured at the
         time of such extension, renewal, replacement or refinancing, and that
         such extension, renewal, replacement or refinancing Lien shall be
         limited to all or part, of substantially the same property which
         secured the Lien extended, renewed, replaced or refinanced (plus
         improvements on such property).

                  Notwithstanding the foregoing, the Company may, without
securing the Notes, issue, assume or guarantee Indebtedness secured by a Lien
on the Company's property which would otherwise be subject to the foregoing
restrictions in an aggregate principal amount which, together with all other
such Indebtedness of the Company which would otherwise be subject to the
foregoing restrictions (not including Indebtedness permitted to be secured
under clauses (i) through (ix) inclusive above) does not at any one time
exceed an amount equal to the Operating Cash Flow of the Company calculated
cumulatively for the four most recent consecutive fiscal quarters of the
Company immediately preceding the date of such issuance, assumption or
guarantee of such Indebtedness.

         Section 4.15.     NO AMENDMENT TO SUBORDINATION PROVISIONS.
                           ----------------------------------------

                  Without the consent of the Holders of at least a majority
in aggregate principal amount of the Notes then outstanding, the Company will
not amend, modify or alter any of the indentures governing any of the
Existing Senior Subordinated Notes in any way to:

                           (i) advance the final maturity date of any of the
         Existing Senior Subordinated Notes to a date that is prior to 181 days
         after the final maturity date of the Notes; or

                           (ii) amend the provisions of Article 10 of any of the
         indentures governing the Existing Senior Subordinated Notes (which
         relate to subordination) in any manner that materially adversely
         affects the holders of the Notes.

                                       43

<PAGE>

                                   ARTICLE 5.
                                   SUCCESSORS

         Section 5.01.     WHEN COMPANY MAY MERGE, ETC.
                           ---------------------------

                  The Company shall not consolidate with or merge with or
into any other entity (other than with a wholly-owned Restricted Subsidiary,
provided the Company is the continuing corporation) or sell, convey, assign,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets (determined on a consolidated basis for the Company and
its Restricted Subsidiaries taken as a whole) to any entity, unless:

                           (i) either (a) the Company shall be the continuing
         corporation or (b) the entity (if other than the Company) formed by
         such consolidation or into which the Company is merged or the entity
         that acquires, by sale, conveyance, assignment, transfer, lease or
         disposition, all or substantially all of the properties and assets of
         the Company shall be a corporation, partnership or trust organized and
         validly existing under the laws of the United States or any state
         thereof or the District of Columbia, and shall expressly assume by a
         supplemental indenture the due and punctual payment of the principal of
         and premium, if any, and interest on all the Notes and the performance
         and observance of every covenant of the Indenture on the part of the
         Company to be performed or observed;

                           (ii) immediately thereafter, no Event of Default (and
         no event that, after notice or lapse of time, or both, would become an
         Event of Default) shall have occurred and be continuing;

                           (iii) immediately after giving effect to any such
         transaction involving 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), the Company (if it is the continuing corporation) or
         such other entity could incur at least $1.00 of additional Indebtedness
         pursuant to Section 4.06(vi); and

                           (iv) immediately thereafter, the Company (if it is
         the continuing corporation) or such other entity shall have a
         Consolidated Net Worth equal to or greater than the Consolidated Net
         Worth of the Company immediately prior to such transaction.

                  The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed
transaction and such supplemental indenture comply with this Indenture.

         Section 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.
                           ---------------------------------

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01, the successor corporation formed by
such consolidation or into or with which the Company

                                       44

<PAGE>

is merged or to which such sale, lease, conveyance or other disposition is
made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if
such successor person had been named as the Company herein. When a successor
corporation assumes all of the obligations of the Company hereunder and under
the Notes and agrees to be bound hereby and thereby, the predecessor shall be
released from such obligations.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

         Section 6.01.     EVENTS OF DEFAULT.
                           -----------------

                  An "Event of Default" occurs if:

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

                  (b) the Company defaults in the payment of the principal of
any Note when the same becomes due and payable at maturity, upon optional
redemption of the Notes by the Company, upon exercise by the Holder of the
Repurchase Offer upon a Change of Control Triggering Event, upon declaration
or otherwise;

                  (c) the Company fails to observe, perform or comply with
Article 5;

                  (d) the Company fails to observe, perform or comply with
any of its other agreements or covenants in, or provisions of, the Notes or
this Indenture and such failure to observe, perform or comply continues for a
period of 60 days after receipt by the Company of notice of Default from the
Trustee or the Holders of at least 25% in principal amount of the Notes;

                  (e) the Company fails, after any applicable grace period,
to make any payment of principal of, premium in respect of, or interest on,
any Indebtedness when due, or any Indebtedness of the Company or any of its
Restricted Subsidiaries is accelerated because of a default and the aggregate
principal amount of such Indebtedness with respect to which any such failure
to pay or acceleration has occurred exceeds $10,000,000 or its foreign
currency equivalent;

                  (f) any  encumbrance  or  restriction  of the type
described in Section 4.13 becomes  applicable to any Restricted Subsidiary;

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

                             (A) commences a voluntary case,

                                       45

<PAGE>

                             (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,

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

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

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

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

                             (B) appoints a Custodian of the Company or any
                  Restricted Subsidiary or for all or substantially all of
                  the property of the Company or any Restricted Subsidiary, or

                             (C) orders the liquidation of the Company or
                  any Restricted Subsidiary, and the order or decree remains
                  unstayed and in effect for 60 days;

                  (i) one or more judgments, orders or decrees are rendered
against the Company or any of its Restricted Subsidiaries in an aggregate amount
in excess of $10,000,000 (to the extent not covered by insurance) and are not
discharged for a period of 60 days during which a stay of enforcement of such
judgments, orders or decrees, by reason of a pending appeal or otherwise, is not
in effect; or

                  (j) any Gaming License of the Company or any of its Restricted
Subsidiaries is revoked, terminated or suspended or otherwise ceases to be
effective, resulting in the cessation or suspension of operation for a period of
more than 90 days of the casino business of any casino-hotel owned, leased or
operated directly or indirectly by the Company or any of its Restricted
Subsidiaries (other than any voluntary relinquishment of a Gaming License if
such relinquishment is, in the reasonable, good faith judgment of the Board of
Directors of the Company, evidenced by a resolution of such Board, both
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and not disadvantageous in any material respect
to the Holders).

                  The term "Bankruptcy Law" means title 11, U.S. Code or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

                  In the case of any Event of Default pursuant to the provisions
of this Section 6.01 occurring by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium which the Company would

                                       46

<PAGE>

have had to pay if the Company then had elected to redeem the Notes pursuant
to paragraph 5 of the Notes, an equivalent premium (or, in the event that the
Company would not be permitted to redeem the Notes pursuant to paragraph 5 of
the Notes, the premium payable on the first date thereafter on which such
redemption would be permissible) shall also become and be immediately due and
payable to the extent permitted by law, anything in this Indenture or in the
Notes contained to the contrary notwithstanding.

         Section 6.02.     ACCELERATION.
                           ------------

                  If an Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes by notice to the Company and the Trustee,
may declare the unpaid principal of and all accrued and unpaid interest,
Liquidated Damages, if any, and premium, if any, on the Notes to be immediately
due and payable. Upon such declaration, the principal, interest, Liquidated
Damages, if any, and premium, if any, shall be due and payable immediately. If
an Event of Default specified in clause (g) or (h) of Section 6.01 occurs, such
an amount shall IPSO FACTO become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in principal amount of the then outstanding Notes, by notice to
the Trustee, may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived, except non-payment of principal or interest
that has become due solely because of the acceleration.

         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 or interest
on the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

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

         Section 6.04.     WAIVER OF PAST DEFAULTS.
                           -----------------------

                  The Holders of a majority in principal amount of the then
outstanding Notes, by notice to the Trustee, may waive an existing Default or
Event of Default and its consequences, except a continuing Default or Event
of Default in the payment of the principal of any Note.

         Section 6.05.     CONTROL BY MAJORITY.
                           -------------------

                  The Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to

                                       47

<PAGE>

follow any direction that conflicts with law or this Indenture, that is
unduly prejudicial to the rights of other Noteholders, or would involve the
Trustee in personal liability.

         Section 6.6.      LIMITATION ON SUITS.
                           -------------------

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

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

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

                  (c) such Holder or Holders offer to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or
expense;

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

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

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

         Section 6.07.     RIGHTS OF HOLDERS TO RECEIVE PAYMENT.
                           ------------------------------------

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

         Section 6.08.     COLLECTION SUIT BY TRUSTEE.
                           --------------------------

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

         Section 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.
                           --------------------------------

                  The Trustee may 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 and the Noteholders allowed

                                       48

<PAGE>

in any judicial proceedings relative to the Company or any other obligor or
their respective creditors or property. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Noteholder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.

         Section 6.10.     PRIORITIES.
                           ----------

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

                  First:          to the Trustee for amounts due under
                                  Section 7.07;

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

                  Third:          to the Company or any other obligors on the
                                  Notes, as their interests may appear, or
                                  as a court of competent jurisdiction may
                                  direct.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders.

         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 Trustee, a court in its discretion may require the filing
by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than
10% in principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                     TRUSTEE

         Section 7.01.     DUTIES OF TRUSTEE.
                           -----------------

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

                                       49

<PAGE>

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

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

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

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

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

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

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

                  (d) Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section.

                  (e) The Trustee may refuse to perform any duty or exercise
any right or power unless it receives indemnity satisfactory to it against
any loss, liability or expense.

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

                  (g) None of the provisions of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers.

                  (h) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture or other paper or documents.

                                       50

<PAGE>

         Section 7.02.     RIGHTS OF TRUSTEE.
                           -----------------

                  (a) The Trustee may rely on, and shall be protected in
acting or refraining from acting 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 shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney.

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

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

                  (d) The Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within
its rights or powers.

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

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

                  (g) The Trustee shall not be charged with knowledge of any
Default or Event of Default unless either (i) a Responsible Officer of the
Trustee shall have actual knowledge of such Default or Event of Default or
(ii) written notice of such Default or Event of Default shall have been given
to and received by a Responsible Officer of the Trustee by the Company or any
Holder.

         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 an Affiliate of the Company with

                                       51

<PAGE>

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

         Section 7.04.     TRUSTEE'S DISCLAIMER.
                           --------------------

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

         Section 7.05.     NOTICE OF DEFAULTS.
                           ------------------

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

         Section 7.06.     REPORTS BY TRUSTEE TO HOLDERS.
                           -----------------------------

                  Within 60 days after the reporting date stated in Section
10.10, the Trustee shall, to the extent required, mail to Noteholders a brief
report dated as of such reporting date that complies with TIA Section 313(a).
The Trustee also shall comply with TIA Section 313(b). The Trustee shall also
transmit by mail all reports as required by TIA Section 313(c).

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

         Section 7.07.     COMPENSATION AND INDEMNITY.
                           --------------------------

                  The Company shall pay to the Trustee from time to time upon
demand by the Trustee reasonable compensation established by the Trustee for
its services hereunder. The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable compensation and
out-of-pocket expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee, its officers,
directors, employees and agents against any and all losses, liabilities, claims,
damages or expenses (including reasonable

                                       52

<PAGE>

legal fees and expenses) incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the
Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. The Company shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel, and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

                  The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through gross
negligence or willful misconduct.

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

                  When the Trustee incurs expenses or renders services after
an Event of Default specified in Section 6.01(g) or (h) 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.

         Section 7.08.     REPLACEMENT OF TRUSTEE.
                           ----------------------

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

                  The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company. The Company
may remove the Trustee by notice to the Trustee if:

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

                           (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 otherwise incapable of
                                 acting.

                  If the Trustee resigns or is removed or if a vacancy exists
in the office of Trustee for any reason, the Company and any other obligor
shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal

                                       53

<PAGE>

amount of the then outstanding Notes may appoint a successor Trustee to
replace the successor Trustee appointed by the Company.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee (at
the expense of the Company), the Company or the Holders of at least 10% in
principal amount of the then outstanding Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any
Noteholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Noteholders. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.07. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring trustee with respect to
expenses and liabilities incurred by it prior to such replacement.

         Section 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.
                           --------------------------------

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

         Section 7.10.     ELIGIBILITY; DISQUALIFICATION.
                           -----------------------------

                  This Indenture shall always have a Trustee who satisfies
the requirements of TIA Section 310(a)(1). The Trustee shall always have a
combined capital and surplus as stated in Section 10.10. The Trustee is
subject to TIA Section 310(b), including the optional provision permitted by
the proviso in the second sentence of TIA Section 310(b).

         Section 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
                           -------------------------------------------------

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

                                       54

<PAGE>


                            ARTICLE 8.
                      DISCHARGE OF INDENTURE

    Section 8.01. TERMINATION OF COMPANY'S OBLIGATIONS.
                  ------------------------------------

                  This Indenture shall cease to be of further effect (except
that the Company's obligations under Sections 7.07 and 8.03, and application of
funds to the payment of Notes, shall survive) when all outstanding Notes
theretofore authenticated and issued have been delivered to the Trustee for
cancellation, and the Company has paid all sums payable hereunder. In addition,
the Company may terminate all of its obligations under this Indenture (except
the Company's obligations under Sections 7.07 and 8.03) if:

                           (1) the Company irrevocably deposits in trust with
         the Trustee money or non-callable U.S. Government Obligations maturing
         as to principal and interest in such amounts and at such times as are
         sufficient, as certified by an Officers' Certificate, to pay principal
         of, Liquidated Damages, if any, and interest on the Notes to maturity
         or redemption, as the case may be, and to pay all other sums payable by
         it hereunder; and

                           (2) the Company delivers to the Trustee an Opinion of
         Counsel satisfactory to the Trustee that the Holders of the Notes
         should not recognize income, gain or loss for federal income tax
         purposes as a result of the Company's exercise of its option under this
         Section 8.01 and will be subject to federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such option had not been exercised.

However, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
4.01, 7.07, 8.03 and 8.04 shall survive until the Notes are no longer
outstanding. Thereafter, only the Company's obligations in Sections 7.07 and
8.03 shall survive.

                  After a deposit made pursuant to this Section 8.01, the
Trustee upon request shall acknowledge in writing the discharge of the Company's
obligations under this Indenture, except for those surviving obligations
specified above.

                  "U.S. Government Obligations" means direct obligations of the
United States of America, or obligations unconditionally guaranteed by the
United States of America, for the payment of which the full faith and credit of
the United States of America is pledged. In order to have money available on a
payment date to pay principal of or interest on the Notes, the U.S. Government
Obligations shall be payable as to principal or interest on or before such
payment date in such amounts as will provide the necessary money. U.S.
Government Obligations shall not be callable at the issuer's option.

    Section 8.02. APPLICATION OF TRUST MONEY.
                  --------------------------

                  The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01. It shall apply the
deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
and interest and Liquidated Damages, if any, on the Notes.

                                       55

<PAGE>


    Section 8.03. REPAYMENT TO COMPANY.
                  --------------------

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon request any excess money or securities held by them at any time.

                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal of, Liquidated
Damages, if any, or interest on any Note that remains unclaimed for two years
after the date upon which such payment shall have become due; PROVIDED, HOWEVER,
that the Company shall have first caused notice of such payment to the Company
to be mailed to each Noteholder entitled thereto no less than 30 days prior to
such payment. After payment to the Company, Noteholders entitled to the money
must look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person.

    Section 8.04. REINSTATEMENT.
                  -------------

                  If (i) the Trustee or Paying Agent is unable to apply any
money in accordance with Section 8.02 by reason of any order or judgment of any
court or governmental authority (other than any order of the Nevada Gaming
Commission restricting the payment of such money to any particular Holder)
enjoining, restraining or otherwise prohibiting such application and (ii) the
Holders of at least a majority in principal amount of the then outstanding Notes
so request by written notice to the Trustee, the Company's obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
8.02; PROVIDED, HOWEVER, that if the Company makes any payment of principal of,
Liquidated Damages, if any, or interest on any Note following the reinstatement
of its obligations, the Company shall be subrogated to the right of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE 9.
                                   AMENDMENTS

    Section 9.01. WITHOUT CONSENT OF HOLDERS.
                  --------------------------

                  The Company and the Trustee may amend this Indenture or the
Notes without the consent of any Noteholder:

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

                       (2)      to comply with Section 5.01;

                       (3)      to comply with any  requirements  of the SEC
in connection with the  qualification  or requalification of this Indenture
under the TIA;

                       (4)      to provide for uncertificated Notes in
addition to certificated Notes; or

                                       56

<PAGE>


                       (5)      to make any  change  that  does not
adversely  affect  the  rights  hereunder  of any Noteholder.

        Section 9.02. WITH CONSENT OF HOLDERS.
                      -----------------------

                  Subject to Section 6.07, the Company and the Trustee may amend
this Indenture or the Notes with the written consent of the Holders of at least
a majority in principal amount of the then outstanding Notes. Subject to
Sections 6.04 and 6.07, the Holders of a majority in principal amount of the
Notes then outstanding may also waive compliance in a particular instance by the
Company with any provision of this Indenture or the Notes.

                  However, without the consent of each Noteholder affected,
an amendment or waiver under this Section may not:

                       (1)      reduce the amount of Notes whose Holders must
consent to an amendment or waiver;

                       (2)      reduce the rate of or change the time for
payment of interest or Liquidated Damages, if any, on any Note;

                       (3)      the principal of or change the fixed
maturity of any Note or alter the redemption provisions with respect thereto;

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

                       (5)      make any change in Section 6.04, 6.07 or 9.02
(this sentence only); or

                       (6)      a default in the payment of the principal
of, or Liquidated Damages, if any, or interest on, any Note.

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

                  After an amendment or waiver under this Section becomes
effective, the Company shall mail to Noteholders a notice briefly describing the
amendment or waiver.

    Section 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.
                  -----------------------------------

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

    Section 9.04. REVOCATION AND EFFECT OF CONSENTS.
                  ---------------------------------

                  Until an amendment or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same
Indebtedness as the consenting Holder's Note, even if notation of

                                       57

<PAGE>


the consent is not made on any Note. However, any such Holder or subsequent
Holder may revoke the consent as to his Note or portion of a Note if the
Trustee receives notice of revocation before the date on which the Trustee
receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented to the amendment or waiver
(or before such later date as may be required by law or stock exchange rule).

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies), and only those
persons, shall be entitled to consent to such amendment or waiver or to revoke
any consent previously given, whether or not such persons continue to be Holders
after such record date. No consent shall be valid or effective for more than 90
days after such record date unless consents from Holders of the principal amount
of Notes required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

                  After an amendment or waiver becomes effective it shall bind
every Noteholder, unless it is of the type described in any of clauses (1)
through (6) of Section 9.02. In such case, the amendment or waiver shall bind
each Holder of a Note who has consented to it and every subsequent Holder of a
Note that evidences the same Indebtedness as the consenting Holder's Note.

    Section 9.05. NOTATION ON OR EXCHANGE OF NOTES.
                  --------------------------------

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

    Section 9.06. TRUSTEE PROTECTED.
                  -----------------

                  The Trustee shall sign all supplemental indentures, except
that the Trustee need not sign any supplemental indenture that adversely affects
its rights. As a condition to executing or accepting any supplemental indenture,
the Trustee may request and rely on an Opinion of Counsel and an Officers'
Certificate stating that such supplemental indenture is permitted hereunder and
all conditions precedent have been complied with, in the form set forth in
Sections 10.04 and 10.05.

                                   ARTICLE 10.
                                  MISCELLANEOUS

    Section 10.01. TRUST INDENTURE ACT CONTROLS.
                   ----------------------------

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control.

                                       58

<PAGE>


    Section 10.02. NOTICES.
                   -------

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in person or mailed by
overnight delivery service to the recipient's address stated in Section 10.10.
The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

                  Any notice or communication to a Noteholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Noteholder or any defect in it
shall not affect its sufficiency with respect to other Noteholders.

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

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

                  If any notice is mailed to the Company in the manner provided
above, a copy of such notice shall be mailed, in the manner provided above, to
Milbank, Tweed, Hadley & McCloy, 601 South Figueroa Street, Los Angeles,
California 90017, Attention: Kenneth Baronsky, Esq.

                  All other notices or communications shall be in writing.

    Section 10.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
                   -------------------------------------------

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

    Section 10.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.
                   --------------------------------------------------

                  Upon any request or application by the Company or any other
obligor to the Trustee to take any action under this Indenture, the Company or
any other obligor, as the case may be, shall furnish to the Trustee:

                           (i) an Officers' Certificate stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                           (ii) an Opinion of Counsel stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

                                       59

<PAGE>


    Section 10.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
                   ---------------------------------------------

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

                           (ii)     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;

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

                           (iv) a statement as to whether or not, in the
opinion of such person, such condition or covenant has been complied with.

    Section 10.06. RULES BY TRUSTEE AND AGENTS.
                   ---------------------------

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

    Section 10.07. LEGAL HOLIDAYS.
                   --------------

                  A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in the State of Nevada, New York or California are not
required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

    Section 10.08. NO RECOURSE AGAINST OTHERS.
                   --------------------------

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. Each Noteholder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

    Section 10.09. COUNTERPARTS.
                   ------------

                  This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

                                       60

<PAGE>


    Section 10.10. VARIABLE PROVISIONS.
                   -------------------

                  The Company initially appoints the Trustee as Paying Agent,
Registrar and authenticating agent.

                  The first certificate pursuant to Section 4.03 shall be for
the fiscal year ending on the first December 31 to occur after the date of this
Indenture.

                  The reporting date for Section 7.06 is June 1 of each year.
The first reporting date is June 1, 2001.

                  The Trustee shall always have a combined capital and surplus
(including subordinated capital notes) of at least $50,000,000 as set forth in
its most recent published annual report of condition.

The Company's address is:

                           STATION CASINOS, INC.
                           2411 West Sahara Avenue
                           Las Vegas, Nevada 89102

The Trustee's address is:

                         UNITED STATES TRUST COMPANY OF NEW YORK
                         114 West 47th Street
                         New York, New York 10036-1532

                         Attention:  Corporate Trust Administration, 25th Floor

    Section 10.11. GOVERNING LAW.
                   -------------

                  THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
INDENTURE AND THE NOTES, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS
THEREOF.

    Section 10.12. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
                   ---------------------------------------------

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

    Section 10.13. SUCCESSORS.
                   ----------

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

                                       61

<PAGE>

    Section 10.14. SEVERABILITY.
                   ------------

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

    Section 10.15. QUALIFICATION OF INDENTURE.
                   --------------------------

                  The Company shall qualify this Indenture under the TIA and
shall pay all costs and expenses (including attorneys' fees for the Company, the
Trustee and the Holders of the Notes) incurred in connection therewith,
including, but not limited to, costs and expenses of qualification of the
Indenture and the Notes and printing this Indenture and the Notes. In connection
with any such qualification of this Indenture under the TIA, the Trustee shall
be entitled to receive from the Company any such Officers' Certificates,
Opinions of Counsel or other documentation as it may reasonably request.

    Section 10.16. TABLE OF CONTENTS, HEADINGS, ETC.
                   --------------------------------

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

                            [SIGNATURE PAGES FOLLOW]












                                       62

<PAGE>


                                   SIGNATURES

Dated: as of February 13, 2001          STATION CASINOS, INC.


                                        By:      /s/ GLENN C. CHRISTENSON
                                                 ------------------------
                                        Name:    Glenn C. Christenson
                                        Title:   Executive Vice President and
                                                 Chief Financial Officer


Dated: as of February 13, 2001          UNITED STATES TRUST COMPANY OF NEW YORK


                                        By:      /s/ ANNETTE L. KOS
                                                 ------------------
                                        Name:    Annette L. Kos
                                        Title:   Assistant Vice President













<PAGE>


                                   Exhibit A-1

                                 (Face of Note)

                8 3/8% [Series A] [Series B] Senior Notes due 2008

No.                                                        CUSIP No. 857689AL7
                                                                  $-----------
                              STATION CASINOS, INC.

         promises to pay to

         or registered assigns,

         the principal sum of

         Dollars on February 15, 2008

         Interest Payment Dates: February 15 and August 15, commencing August
15, 2001

         Record Dates: February 1 and August 1 (whether or not a Business Day)

                                                      Dated:

                                                      STATION CASINOS, INC.


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

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

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

UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee


By:
      -----------------------------------------------
                (Authorized Signatory)


                                    A-1-1

<PAGE>


                                 (Back of Note)

              8 3/8% [Series A] [Series B] Senior Notes due 2008

                  Unless and until it is exchanged in whole or in part for Notes
in definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer 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.(1)

                  THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (A)
INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (B) TO THE COMPANY, (C)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE,
IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.



-------------------
(1) THIS PARAGRAPH SHOULD BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL
FORM.


                                    A-1-2

<PAGE>


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

                  1. INTEREST. STATION CASINOS, INC., a Nevada corporation (the
"Company"), which term includes any successor corporation under the Indenture
referred to herein), promises to pay interest on the principal amount of this
Note at the rate per annum shown above and shall pay the Liquidated Damages, if
any, payable pursuant to Section 5 of the Registration Rights Agreement referred
to below. The Company will pay interest semi-annually on February 15 and August
15 of each year, commencing August 15, 2001. 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 of the Notes. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Liquidated Damages, if any, to the persons
who are registered Holders of the Notes at the close of business on the record
date for the next interest payment date even though the Notes are cancelled
after the record date and on or before the interest payment date. Holders must
surrender the Notes to a Paying Agent to collect principal payments. The Company
will pay principal and interest and Liquidated Damages, if any, in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. The Company, however, may pay principal and interest and
Liquidated Damages, if any, by check payable in such money, which shall be
mailed to a Holder's registered address; provided that payment by wire transfer
of immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Certificated Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent.

                  3. PAYING AGENT AND REGISTRAR. The Trustee will  initially
act as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-registrar without prior notice to any  Noteholder. 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 February 13, 2001 (the "Indenture") by and between the Company and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture.
The Notes are subject to, and qualified by, all such terms, certain of which are
summarized herein, and Noteholders are referred to the Indenture and such Act
for a statement of such terms. The Notes are unsecured general obligations of
the Company limited to $500,000,000 in aggregate principal amount. The Indenture
imposes certain limitations on, among other things, the incurrence of
indebtedness by the Company or any of its Restricted Subsidiaries and the making
of Restricted Payments and Restricted Investments by the Company or any of its
Restricted Subsidiaries. In addition, the Indenture imposes certain limitations
on transactions by the Company or any of its Restricted Subsidiaries with
Affiliates and Related Persons and on the ability of the Company or any of its
Restricted Subsidiaries to restrict


                                    A-1-3

<PAGE>

distributions and dividends from Subsidiaries. The limitations are subject to
a number of important qualifications and exceptions.

                  5. OPTIONAL REDEMPTION. The Company may redeem the Notes in
whole or in part, at redemption prices (expressed in percentages of principal
amount) set forth below, plus accrued and unpaid interest thereon, if any, and
Liquidated Damages, if any, to the redemption date, if redeemed during the
12-month period beginning February 15 of the years indicated below. The Notes
may not be so redeemed before February 15, 2005.

<TABLE>
<CAPTION>

         YEAR                                            REDEMPTION PRICES
         ----                                            -----------------
         <S>                                             <C>
         2005                                                103.328%
         2006                                                101.664%
         2007 and thereafter                                 100.000%

</TABLE>

                  Notwithstanding the foregoing, each Holder by accepting a Note
agrees that if a record or beneficial owner of a Note is required by any Gaming
Authority to be found suitable, such owner shall apply for a finding of
suitability within 30 days after request of such Gaming Authority. The applicant
for a finding of suitability must pay all costs of the investigation for such
finding of suitability. If a record or beneficial owner is required to be found
suitable and is not found suitable by such Gaming Authority, (a) such owner
shall, upon request of the Company, dispose of such owner's Notes within 30 days
or within that time prescribed by such Gaming Authority, whichever is earlier,
or (b) the Company may, at its option, redeem such owner's Notes at the lesser
of (i) the principal amount thereof or (ii) the price at which the Notes were
acquired by such owner, together with, in either case, Liquidated Damages, if
any, and accrued interest to the date of the finding of unsuitability by such
Gaming Authority, all as more fully provided in the Indenture.

                  6. 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 of Notes to be redeemed at his registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000. In the event of a redemption of less than all of the Notes, the Notes
will be chosen for redemption by the Trustee in accordance with the Indenture.
On and after the redemption date, interest ceases to accrue on Notes or portions
of the Notes called for redemption.

                  If this Note is redeemed subsequent to a record date with
respect to any interest payment date specified above and on or prior to such
interest payment date, then any accrued interest will be paid to the person in
whose name this Note is registered at the close of business on such record date.

                  7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes shall be registered, and Notes may
only be exchanged, as provided in the Indenture. The Registrar may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.


                                    A-1-4

<PAGE>


The Registrar need not exchange or register the transfer of any Notes or
portion of a Note selected for redemption. Also, the Registrar need not
exchange or register the transfer of any Note for a period of 15 days before
a selection of Note to be redeemed.

                  8. PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as its owner for all purposes, except as provided in paragraph
5 hereof.

                  9. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture or the Notes may be amended with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes, and certain
existing defaults may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes. Without the consent of any
Noteholder, the Indenture or the Notes may be amended, among other things, to
cure any ambiguity, defect or inconsistency, to provide for assumption of the
Company's obligations to Noteholders in the case of mergers and consolidations
of the Company or to make any change that does not adversely affect the rights
of any Noteholder.

                  10. DEFAULTS AND REMEDIES. An Event of Default is: default in
payment of interest on the Notes for a period of 30 days; default in payment of
principal on the Notes; failure by the Company for 60 days after notice to it to
comply with any of its other agreements in the Indenture or the Notes or, in the
case of the failure to comply with certain specified covenants or agreements,
without such notice or passage of time; certain defaults under and acceleration
prior to maturity of certain other indebtedness of the Company; certain final
judgments which remain undischarged; certain events of bankruptcy or insolvency;
or a revocation, suspension, termination or involuntary loss of a Gaming License
which results in the cessation of operation of the Company's casino business for
more than 90 consecutive days. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately,
except that in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes become due and payable
immediately without further action or notice. Noteholders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of a majority in principal amount
of the then outstanding Notes may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Noteholders notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.

                  11. TRUSTEE DEALINGS WITH COMPANY. UNITED STATES Trust Company
of New York, the Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not Trustee.

                  12. CHANGE OF CONTROL. Upon the occurrence of a Change of
Control Triggering Event (as such term is defined in the Indenture), the Holders
shall have the right to require that the Company repurchase, and the Company
shall commence an offer to repurchase, all of the outstanding Notes at a
Repurchase Price in cash equal to 101% of the principal amount


                                    A-1-5

<PAGE>

of such Notes plus Liquidated Damages, if any, and accrued interest to the
repurchase date, upon the terms set forth in the Indenture.

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

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

                  15. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED
SECURITIES. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Transferred Restricted Securities shall have all the
rights set forth in the Registration Rights Agreement dated as of the date of
the Indenture, between the Company and the party named on the signature pages
thereof (the "Registration Rights Agreement").

                  16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Noteholder 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).

                  Company will furnish to any Noteholder upon written request
and without charge a copy of the Indenture, which has in it the text of this
Note in larger type. Request may be made to:

                           STATION CASINOS, INC.
                           2411 West Sahara Avenue
                           Las Vegas, Nevada 89102
                           Attn:  Chief Financial Officer










                                    A-1-6


<PAGE>


                                 Assignment Form

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

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

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

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

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

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

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



Date:
     -------------------------------

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

Signature Guarantee.**







------------------------
** SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANK, STOCK BROKERS, SAVING AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION RULE 17 Ad-15.


                                    A-1-7

<PAGE>


                       Option of Holder to Elect Purchase

                  If you want to elect to have this Note repurchased by the
Company pursuant to Section 4.12 of the Indenture, check the box: / /

                  If you want to elect to have only part of this Note
repurchased by the Company pursuant to Section 4.12 of the Indenture, state the
amount (which must be $1,000 or an integral multiple of $1,000):
$
 ------------

Date:
     -------------------------------

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

     Tax Identification No.:
                            ----------------------------------------------------

Signature Guarantee.*












------------------------
* SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANK, STOCK BROKERS, SAVING AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION RULE 17 Ad-15.


                                    A-1-8

<PAGE>


                SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTES(2)

                  The following exchanges of a part of this Global Note for
Certificated Notes have been made:

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

</TABLE>




















-------------------
2. TO BE INCLUDED ONLY IF THE NOTE IS ISSUED IN GLOBAL FORM.


                                    A-1-9

<PAGE>


                                   Exhibit A-2

                 (Face of Regulation S Temporary Global Security)

                      8 3/8% Series A Senior Notes due 2008

No.                                                         CUSIP No. U8572MAB5
                                                               No. $
                                                                    ---------
                              STATION CASINOS, INC.

        promises to pay to

        or registered assigns,

        the principal sum of

        Dollars on February 15, 2008.

        Interest Payment Dates: February 15 and August 15, commencing
August 15, 2001

        Record Dates:        and         (whether or not a Business Day)
                     --------    -------
                                            Dated:

                                            STATION CASINOS, INC.

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


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


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

UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee


By:
   ----------------------------------------
        (Authorized Signatory)


                                    A-2-1

<PAGE>


                                 (Back of Note)

                      8 3/8% Series A Senior Notes due 2008

                  Unless and until it is exchanged in whole or in part for Notes
in definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer 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.

                  THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (A)
INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (B) TO THE COMPANY, (C)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE,
IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED
HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).


                                    A-2-2

<PAGE>


                  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST THEREON.






















                                    A-2-3

<PAGE>

                  This Regulation S Temporary Global Note is issued in
respect of an issue of 8 3/8% Senior Notes due 2008 (the "Notes") of the
Company.

                  Until this Regulation S Temporary Global Note is exchanged
for Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be
entitled to the same benefits as other Notes under the Indenture.

                  This Regulation S Temporary Global Note is exchangeable in
whole or in part for one or more Regulation S Permanent Global Notes or Rule
144A Global Notes only (i) on or after the termination of the Distribution
Compliance Period (as defined in Regulation S) and (ii) upon presentation of
certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture. Upon exchange of all interest in this
Regulation S Temporary Global Note for one or more Regulation S Permanent
Global Notes or Rule 144A Global Notes, the Trustee shall cancel this
Regulation S Temporary Global Note.

                  This Regulation S Temporary Global Note shall not become
valid or obligatory until the certificate of authentication hereon shall have
been duly manually signed by the Trustee in accordance with the Indenture.
This Regulation S Temporary Global Note shall be governed by and construed in
accordance with the laws of the State of the New York. All references to "$,"
"Dollars," "dollars" or "U.S. $" are to such coin or currency of the United
States of America as at the time shall be legal tender for the payment of
public and private debts therein.

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

                  1. INTEREST. STATION CASINOS, INC., a Nevada corporation
(the "Company," which term includes any successor corporation under the
Indenture referred to herein), promises to pay interest on the principal
amount of this Note at the rate per annum shown above and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company will pay interest
semi-annually on February 15 and August 15 of each year, commencing August
15, 2001. 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 of the Notes. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Liquidated Damages, if any, to the
persons who are registered Holders of the Notes at the close of business on
the record date for the next interest payment date even though the Notes are
cancelled after the record date and on or before the interest payment date.
Holders must surrender the Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest and Liquidated Damages,
if any, in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company, however, may pay
principal and interest and Liquidated Damages, if any, by check payable in
such money, which shall be mailed to a Holder's registered address; provided
that payment by wire transfer of immediately available funds will be required
with respect to

                                      A-2-4

<PAGE>

principal of and interest, premium and Liquidated Damages, if any, on, all
Global Notes and all other Certificated Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent.

                  3. PAYING AGENT AND  REGISTRAR.  The Trustee  will
initially act as Paying Agent and  Registrar. The Company may change any
Paying Agent, Registrar or co-registrar without prior notice to any
Noteholder.  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 February 13, 2001 (the "Indenture") by and between the
Company and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on
the date of the Indenture. The Notes are subject to, and qualified by, all
such terms, certain of which are summarized herein, and Noteholders are
referred to the Indenture and such Act for a statement of such terms. The
Notes are unsecured general obligations of the Company limited to
$500,000,000 in aggregate principal amount. The Indenture imposes certain
limitations on, among other things, the incurrence of indebtedness by the
Company or any of its Restricted Subsidiaries and the making of Restricted
Payments and Restricted Investments by the Company or any of its Restricted
Subsidiaries. In addition, the Indenture imposes certain limitations on
transactions by the Company or any of its Restricted Subsidiaries with
Affiliates and Related Persons and on the ability of the Company or any of
its Restricted Subsidiaries to restrict distributions and dividends from
Subsidiaries. The limitations are subject to a number of important
qualifications and exceptions.

                  5. OPTIONAL REDEMPTION. The Company may redeem the Notes in
whole or in part, at redemption prices (expressed in percentages of principal
amount) set forth below, plus accrued and unpaid interest thereon, if any,
and Liquidated Damages, if any, to the redemption date, if redeemed during
the 12-month period beginning February 15 of the years indicated below. The
Notes may not be so redeemed before February 15, 2005.

<TABLE>
<CAPTION>
         YEAR                                         REDEMPTION PRICES
         ----                                         -----------------
         <S>                                              <C>
         2005                                              103.328%
         2006                                              101.664%
         2007 and thereafter                               100.000%
</TABLE>

                  Notwithstanding the foregoing, each Holder by accepting a
Note agrees that if a record or beneficial owner of a Note is required by any
Gaming Authority to be found suitable, such owner shall apply for a finding
of suitability within 30 days after request of such Gaming Authority. The
applicant for a finding of suitability must pay all costs of the
investigation for such finding of suitability. If a record or beneficial
owner is required to be found suitable and is not found suitable by such
Gaming Authority, (a) such owner shall, upon request of the Company, dispose
of such owner's Notes within 30 days or within that time prescribed by such
Gaming Authority, whichever is earlier, or (b) the Company may, at its
option, redeem such owner's Notes at the lesser of (i) the principal amount
thereof or (ii) the price at which the Notes

                                      A-2-5

<PAGE>

were acquired by such owner, together with, in either case, Liquidated
Damages, if any, and accrued interest to the date of the finding of
unsuitability by such Gaming Authority, all as more fully provided in the
Indenture.

                  6. 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 of Notes to be redeemed at his registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. In the event of a redemption of less than all of the
Notes, the Notes will be chosen for redemption by the Trustee in accordance
with the Indenture. On and after the redemption date, interest ceases to
accrue on Notes or portions of the Notes called for redemption.

                  If this Note is redeemed subsequent to a record date with
respect to any interest payment date specified above and on or prior to such
interest payment date, then any accrued interest will be paid to the person
in whose name this Note is registered at the close of business on such record
date.

                  7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes shall be registered, and Notes may
only be exchanged, as provided in the Indenture. The Registrar may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not exchange or register the transfer of any
Notes or portion of a Note selected for redemption. Also, the Registrar need
not exchange or register the transfer of any Note for a period of 15 days
before a selection of Note to be redeemed.

                  8. PERSONS DEEMED OWNERS.  The registered Holder of a Note
may be treated as its owner for all purposes, except as provided in paragraph
5 hereof.

                  9. AMENDMENTS AND WAIVERS. Subject to certain exceptions,
the Indenture or the Notes may be amended with the consent of the Holders of
at least a majority in principal amount of the then outstanding Notes, and
certain existing defaults may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the
consent of any Noteholder, the Indenture or the Notes may be amended, among
other things, to cure any ambiguity, defect or inconsistency, to provide for
assumption of the Company's obligations to Noteholders in the case of mergers
and consolidations of the Company or to make any change that does not
adversely affect the rights of any Noteholder.

                  10. DEFAULTS AND REMEDIES. An Event of Default is: default
in payment of interest on the Notes for a period of 30 days; default in
payment of principal on the Notes; failure by the Company for 60 days after
notice to it to comply with any of its other agreements in the Indenture or
the Notes or, in the case of the failure to comply with certain specified
covenants or agreements, without such notice or passage of time; certain
defaults under and acceleration prior to maturity of certain other
indebtedness of the Company; certain final judgments which remain
undischarged; certain events of bankruptcy or insolvency; or a revocation,
suspension, termination or involuntary loss of a Gaming License which results
in the cessation of operation

                                      A-2-6

<PAGE>

of the Company's casino business for more than 90 consecutive days. If an
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately, except that in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes become due and payable immediately without further action
or notice. Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Notes. Subject to certain
limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders notice of any continuing
default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.

                  11. TRUSTEE DEALINGS WITH COMPANY. UNITED STATES Trust
Company of New York, the Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

                  12. CHANGE OF CONTROL. Upon the occurrence of a Change of
Control Triggering Event (as such term is defined in the Indenture), the
Holders shall have the right to require that the Company repurchase, and the
Company shall commence an offer to repurchase, all of the outstanding Notes
at a Repurchase Price in cash equal to 101% of the principal amount of such
Notes plus Liquidated Damages, if any, and accrued interest to the repurchase
date, upon the terms set forth in the Indenture.

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

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

                  15. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED
SECURITIES. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Transferred Restricted Securities shall have all the
rights set forth in the Registration Rights Agreement dated as of the date of
the Indenture, between the Company and the party named on the signature pages
thereof (the "Registration Rights Agreement").

                  16. ABBREVIATIONS. Customary abbreviations may be used in
the name of a Noteholder 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).

                                      A-2-7

<PAGE>

                  Company will furnish to any Noteholder upon written request
and without charge a copy of the Indenture, which has in it the text of this
Note in larger type. Request may be made to:

                           STATION CASINOS, INC.
                           2411 West Sahara Avenue
                           Las Vegas, Nevada 89102
                           Attn:  Chief Financial Officer




                                      A-2-8

<PAGE>


                     SCHEDULE OF EXCHANGES FOR GLOBAL NOTES

                  The following exchanges of a part of this Regulation S
Temporary Global Note for other Global Notes have been made:

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





</TABLE>


                                          A-2-9
<PAGE>


                                    Exhibit B-1

             FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
                FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE
                  (Pursuant to Section 2.06(a)(i) of the Indenture)

UNITED STATES TRUST COMPANY OF NEW YORK
114 West 47th Street
New York, NY 10036-1532
Attention: Corporate Trust Administration, 25th Floor


                  Re:  8 3/8% Senior Notes due 2008 of Station Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of
February 13, 2001 (the "Indenture"), among Station Casinos, Inc., as issuer
(the "Company") and UNITED STATES Trust Company of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

                  This letter relates to $_______ principal amount of Notes
which are evidenced by one or more Rule 144A Global Notes (CUSIP No.
857689AL7) and held with the Depository in the name of
____________________________ (the "Transferor"). The Transferor has requested
a transfer of such beneficial interest in the Notes to a person who will take
delivery thereof in the form of an equal principal amount of Notes evidenced
by one or more Regulation S Global Notes (CUSIP No. U8572MAB5), which amount,
immediately after such transfer, is to be held with the Depository.

                  In connection with such request and in respect of such
Notes, the Transferor hereby certifies that such transfer has been effected
in compliance with the transfer restrictions applicable to the Global Notes
and pursuant to and in accordance with Rule 903 or Rule 904 under the United
States Securities Act of 1933, as amended (the "Securities Act"), and
accordingly the Transferor hereby further certifies that:

                  (1)      The offer of the Notes was not made to a person in
                           the United States;

                  (2)      either:

                           (a) at the time the buy order was originated, the
                  transferee was outside the United States or the Transferor and
                  any person acting on its behalf reasonably believed and
                  believes that the transferee was outside the United States; or

                           (b) the transaction was executed in, on or through
                  the facilities of a designated offshore securities market and
                  neither the Transferor nor any person acting on its behalf
                  knows that the transaction was prearranged with a buyer in the
                  United States;

                                      B-1-1

<PAGE>

                  (3)      no directed selling efforts have been made in
                           contravention of the requirements of Rule 904(b)
                           of Regulation S;

                  (4)      the transaction is not part of a plan or scheme to
                           evade the registration requirements of the
                           Securities Act; and

                  (5)      upon completion of the transaction, the beneficial
                           interest being transferred as described above is to
                           be held with the Depository.

                  Upon giving effect to this request to exchange a beneficial
interest in a Rule 144A Global Note for a beneficial interest in a Regulation
S Global Note, the resulting beneficial interest shall be subject to the
restrictions on transfer applicable to Regulation S Global Notes pursuant to
the Indenture and the Securities Act and, if such transfer occurs prior to
the end of the 40-day restricted period associated with the initial offering
of Notes, the additional restrictions applicable to transfers of interest in
the Regulation S Temporary Global Note.

                  This certificate and the statements contained herein are
made for your benefit and the benefit of the Company and Banc of America
Securities LLC, Deutsche Bank Alex. Brown Inc., Wasserstein Perella
Securities, Inc., Bear, Stearns & Co. Inc., Wells Fargo Brokerage Services,
LLC, and CIBC World Markets Corp., the initial purchasers of such Notes being
transferred.  Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities
Act.

                                                    --------------------------
                                                    [Insert Name of Transferor]


Dated:                                          By:
       ------------------------------               --------------------------
                                                Name:
                                                Title:
cc:      Station Casinos, Inc.



                                      B-1-2

<PAGE>


                                   Exhibit B-2

           FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
              FROM REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE
                (Pursuant to Section 2.06(a)(ii) of the Indenture)

UNITED STATES TRUST COMPANY OF NEW YORK
114 West 47th Street
New York, NY 10036-1532
Attention: Corporate Trust Administration, 25th Floor


                  Re:  8 3/8% Senior Notes due 2008 of Station Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of
February 13, 2001, (the "Indenture"), among Station Casinos, Inc., as issuer
(the "Company") and UNITED STATES Trust Company of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

                  This letter relates to $_______ principal amount of Notes
which are evidenced by one or more Regulation S Global Note (CUSIP No.
U8572MAB5) and held with the Depository in the name of
____________________________ (the "Transferor"). The Transferor has requested
a transfer of such beneficial interest in the Notes to a person who will take
delivery thereof in the form of an equal principal amount of Notes evidenced
by one or more Rule 144A Global Notes (CUSIP No. 857689AL7), to be held with
the Depository.

                  In connection with such request and in respect of such
Notes, the Transferor hereby certifies that:

                                   [CHECK ONE]

   /  /  such transfer is being effected pursuant to and in accordance
         with Rule 144A under the United States Securities Act of 1933, as
         amended (the "Securities Act"), and, accordingly, the Transferor hereby
         further certifies that the Notes are being transferred to a person that
         the Transferor reasonably believes is purchasing the Notes 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;

                                       or

   /  /  such transfer is being effected pursuant to and in accordance
         with Rule 144 under the Securities Act;

                                       or

                                      B-2-1

<PAGE>

   /  /  such transfer is being effected pursuant to an effective
         registration statement under the Securities Act;

                                       or

   /  /  such transfer is being effected pursuant to an exemption from
         the registration requirements of the Securities Act other than Rule
         144A or Rule 144, and the Transferor hereby further certifies that the
         Notes are being transferred in compliance with the transfer
         restrictions applicable to the Global Notes and in accordance with the
         requirements of the exemption claimed, which certification is supported
         by an Opinion of Counsel, provided by the transferor or the transferee
         (a copy of which the Transferor has attached to this certification) in
         form reasonably acceptable to the Company and to the Registrar, to the
         effect that such transfer is in compliance with the Securities Act;

and such Notes are being transferred in compliance with any applicable blue
sky securities laws of any state of the United States.

                  Upon giving effect to this request to exchange a beneficial
interest in Regulation S Global Notes for a beneficial interest in Rule 144A
Global Notes, the resulting beneficial interest shall be subject to the
restrictions on transfer applicable to Rule 144A Global Notes pursuant to the
Indenture and the Securities Act.

                  This certificate and the statements contained herein are
made for your benefit and the benefit of the Company and Banc of America
Securities LLC, Deutsche Bank Alex. Brown Inc., Wasserstein Perella
Securities, Inc., Bear, Stearns & Co. Inc., Wells Fargo Brokerage  Services,
LLC, and CIBC World Markets Corp., the initial purchasers of such Notes being
transferred.  Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities
Act.

                                                  --------------------------
                                                  [Insert Name of Transferor]


Dated:                                            By:
       -----------------------------------            ------------------------
                                                  Name:
                                                  Title:
cc:      Station Casinos, Inc.



                                      B-2-2

<PAGE>

                                   Exhibit B-3

          FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
                              OF CERTIFICATED NOTES
                 (Pursuant to Section 2.06(b) of the Indenture)

UNITED STATES TRUST COMPANY OF NEW YORK
114 West 47th Street
New York, NY 10036-1532
Attention: Corporate Trust Administration, 25th Floor

                  Re:  8 3/8% Senior Notes due 2008 of Station Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of
February 13, 2001 (the "Indenture"), among Station Casinos, Inc., as issuer
(the "Company"), and UNITED STATES Trust Company of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

                  In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

                                   [CHECK ONE]

   /  /  the Surrendered Notes are being acquired for the Transferor's own
         account, without transfer;
                                       or

   /  /  the Surrendered Notes are being transferred to the Company;

                                       or

   /  /  the Surrendered Notes are being transferred pursuant to and in
         accordance with Rule 144A under the United States Securities Act of
         1933, as amended (the "Securities Act"), and, accordingly, the
         Transferor hereby further certifies that the Surrendered Notes are
         being transferred to a person that the Transferor reasonably believes
         is purchasing the Surrendered Notes 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
         each case in a transaction meeting the requirements of Rule 144A;

                                       or

   /  /  the Surrendered Notes are being transferred in a transaction
         permitted by Rule 144 under the Securities Act;

                                       or

                                      B-3-1

<PAGE>

   /  /  the Surrendered Notes are being transferred pursuant to an
         effective registration statement under the Securities Act;

                                       or

   /  /  such transfer is being effected pursuant to an exemption from
         the registration requirements of the Securities Act other than Rule
         144A or Rule 144, and the Transferor hereby further certifies that the
         Notes are being transferred in compliance with the transfer
         restrictions applicable to the Global Notes and in accordance with the
         requirements of the exemption claimed, which certification is supported
         by an Opinion of Counsel, provided by the transferor or the transferee
         (a copy of which the Transferor has attached to this certification) in
         form reasonably acceptable to the Company and to the Registrar, to the
         effect that such transfer is in compliance with the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

                  This  certificate and the statements contained herein are
made for your benefit and the benefit of the Company and Banc of America
Securities LLC, Deutsche Bank Alex. Brown Inc., Wasserstein Perella
Securities, Inc., Bear, Stearns & Co. Inc., Wells Fargo Brokerage Services,
LLC, and CIBC World Markets Corp., the initial purchasers of such Notes being
transferred.  Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities
Act.

                                                    --------------------------
                                                    [Insert Name of Transferor]


Dated:                                              By:
       ------------------------------                    ----------------------
                                                    Name:
                                                    Title:
cc:      Station Casinos, Inc.



                                      B-3-2

<PAGE>

                                   Exhibit B-4

          FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
        FROM RULE 144A GLOBAL NOTE OR REGULATION S PERMANENT GLOBAL NOTE
                              TO CERTIFICATED NOTE

                (Pursuant to Section 2.06(c) of the Indenture)

UNITED STATES TRUST COMPANY OF NEW YORK
114 West 47th Street
New York, NY 10036-1532
Attention: Corporate Trust Administration, 25th Floor

                  Re:  8 3/8% Senior Notes due 2008 of Station Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of
February 13, 2001, (the "Indenture"), among Station Casinos, Inc., as issuer
(the "Company"), and UNITED STATES Trust Company of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

                  This letter relates to $_______ principal amount of Notes
which are evidenced by one or more Rule 144A Global Notes (CUSIP No.
857689AL7) or Regulation S Permanent Global Note (CUSIP No. U8572MAB5) and
held with the Depository in the name of ____________________________ (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Notes to a person who will take delivery thereof in the form
of an equal principal amount of Notes evidenced by one or more Certificated
Notes (CUSIP No. __________), which amount, immediately after such transfer,
is to be held with the Depository.

                  In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

                                   [CHECK ONE]

   /  /  the Surrendered Notes are being transferred to the beneficial owner
         of such Notes;

                                       or

   /  /  the Surrendered Notes are being transferred pursuant to and in
         accordance with Rule 144A under the United States Securities Act of
         1933, as amended (the "Securities Act"), and, accordingly, the
         Transferor hereby further certifies that the Surrendered Notes are
         being transferred to a person that the Transferor reasonably believes
         is purchasing the Surrendered Notes 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
         each case in a transaction meeting the requirements of Rule 144A;

                                     B-4-1

<PAGE>

                                       or

   /  /  the Surrendered Notes are being transferred in a transaction
         permitted by Rule 144 under the Securities Act;

                                       or

   /  /  the Surrendered Notes are being transferred pursuant to an
         effective registration statement under the Securities Act;

                                       or

   /  /  such transfer is being effected pursuant to an exemption from
         the registration requirements of the Securities Act other than Rule
         144A or Rule 144, and the Transferor hereby further certifies that the
         Notes are being transferred in compliance with the transfer
         restrictions applicable to the Global Notes and in accordance with the
         requirements of the exemption claimed, which certification is supported
         by an Opinion of Counsel, provided by the transferor or the transferee
         (a copy of which the Transferor has attached to this certification) in
         form reasonably acceptable to the Company and to the Registrar, to the
         effect that such transfer is in compliance with the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

                  This certificate and the statements contained herein are
made for your benefit and the benefit of the Company and Banc of America
Securities LLC, Deutsche Bank Alex. Brown Inc., Wasserstein Perella
Securities, Inc., Bear, Stearns & Co. Inc., Wells Fargo Brokerage Services,
LLC, and CIBC World Markets Corp., the initial purchasers of such Notes being
transferred.  Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities
Act.

                                                   ---------------------------
                                                   [Insert Name of Transferor]


Dated:                                             By:
       ------------------------------                  -----------------------
                                                   Name:
                                                   Title:
cc:      Station Casinos, Inc.



                                      B-4-2

<PAGE>

                                   Exhibit B-5

         FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
              FROM CERTIFICATED NOTE TO RULE 144A GLOBAL NOTE OR
                     REGULATION S PERMANENT GLOBAL NOTE

                (Pursuant to Section 2.06(e) of the Indenture)

UNITED STATES TRUST COMPANY OF NEW YORK
114 West 47th Street
New York, NY 10036-1532
Attention:  Corporate Trust Administration, 25th Floor

                  Re:  8 3/8% Senior Notes due 2008 of Station Casinos, Inc.

                  Reference is hereby made to the Indenture, dated as of
February 13, 2001 (the "Indenture"), among Station Casinos, Inc., as issuer
(the "Company"), and UNITED STATES Trust Company of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.

                  In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"),
the Holder of such Surrendered Notes hereby certifies that:

                                   [CHECK ONE]

   /  /  the Surrendered Notes are being transferred to the beneficial owner
         of such Notes;

                                       or

   /  /  the Surrendered Notes are being transferred pursuant to and in
         accordance with Rule 144A under the United States Securities Act of
         1933, as amended (the "Securities Act"), and, accordingly, the
         Transferor hereby further certifies that the Surrendered Notes are
         being transferred to a person that the Transferor reasonably believes
         is purchasing the Surrendered Notes 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
         each case in a transaction meeting the requirements of Rule 144A;

                                       or

   /  /  the Surrendered Notes are being transferred in a transaction
         permitted by Rule 144 under the Securities Act;

                                       or

                                      B-5-1

<PAGE>

   /  /  the Surrendered Notes are being transferred in a transaction
         permitted by Rule 904 under the Securities Act;

                                       or

   /  /  the Surrendered Notes are being transferred pursuant to an
         effective registration statement under the Securities Act;

                                       or

   /  /  such transfer is being effected pursuant to an exemption from
         the registration requirements of the Securities Act other than Rule
         144A or Rule 144, and the Transferor hereby further certifies that the
         Notes are being transferred in compliance with the transfer
         restrictions applicable to the Global Notes and in accordance with the
         requirements of the exemption claimed, which certification is supported
         by an Opinion of Counsel, provided by the transferor or the transferee
         (a copy of which the Transferor has attached to this certification) in
         form reasonably acceptable to the Company and to the Registrar, to the
         effect that such transfer is in compliance with the Securities Act;

and the Surrendered Notes are being transferred in compliance with any
applicable blue sky securities laws of any state of the United States.

                  This certificate and the statements contained herein are
made for your benefit and the benefit of the Company and Banc of America
Securities LLC, Deutsche Bank Alex. Brown Inc., Wasserstein Perella
Securities Inc., Bear, Stearns & Co. Inc., Wells Fargo Brokerage Services,
LLC, and CIBC World Markets Corp., the initial purchasers of such Notes being
transferred.  Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities
Act.

                                                   ---------------------------
                                                   [Insert Name of Transferor]


Dated:                                             By:
       --------------------------------                -----------------------
                                                   Name:
                                                   Title:
cc:      Station Casinos, Inc.




                                      B-5-2